TCR_Public/131126.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 26, 2013, Vol. 17, No. 328


                            Headlines

A123 SYSTEMS: Nov. 26 Class Action Lead Plaintiff Deadline Set
ACOSTA INC: Moody's Assigns 'B2' CFR & 'B1' Secured Notes Rating
AARON CARTER: Former Teen Pop Singer Files for Chapter 7
ADAYANA INC: Hires McGladrey LLP as Tax Professional
ALLENS INC: Vegetable Processor Plans Auction in January

AMERICAN ACHIEVEMENT: Visant Deal No Effect on Moody's Ratings
AMERICAN ACHIEVEMENT: S&P Puts 'B-' CCR on Watch Positive
AMERICAN AIRLINES: Workers Urge Judge to Approve DOJ Deal
AMERICAN AIRLINES: Consumer Plaintiffs Oppose Antitrust Settlement
AMERICAN AIRLINES: Delay in Antitrust Settlement No Bar to Merger

AMERICAN BEACON: Moody's Corrects Text of November 4 Release
ARCAPITA BANK: $1.5 Million Claim Shrinks to $149
BATE LAND: Denies Filing "Dirt-for-Debt" Plan
BORGER ENERGY: Moody's Affirms 'Ba3' Rating; Outlook to Stable
BREITBURN ENERGY: Moody's Rates New $300MM Senior Notes 'B3'

BULLSEYE MERGERSUB: Moody's Rates New $550MM Secured Notes 'Caa1'
C&K MARKET: Seeks Authority to Tap DIP Financing from US Bank
C&K MARKET: Proposes Closing Sales for 21 Stores
C&K MARKET: Seeks to Assume Supervalu Supply Agreement
CALUMET SPECIALTY: Moody's Rates New $225MM Unsecured Notes 'B2'

CANDEO SCHOOLS: S&P Rates $10.935MM 2013 Revenue Bonds 'BB+'
CAPITOL BANCORP: Wilbur Ross's Talmer Bancorp to Buy Four Banks
CAPITOL BANCORP: Judge OKs Bank Sale Over Creditor Protests
CARDTRONICS INC: Moody's Affirms 'Ba2' CFR & 'B1' Sub. Debt Rating
CASH STORE: Board of Directors Adopts New General By-Law

CENGAGE LEARNING: Hires Hilco Valuation as Consultants
CHRYSLER GROUP: Postpones IPO to Early 2014
CLI HOLDINGS: Alydian to Seek Sale of Bitcoin-Mining Assets
CLOVIS PRINCE: 5th Circ. Affirms Conviction of $14M Bank Fraudster
COMMSCOPE INC: S&P Assigns 'BB+' Rating to Proposed Term Loans

CONTINENTAL BLDG: Moody's Cuts Corp. Family Rating to B3
CRAVEN PROPERTIES: Bankruptcy Case Now Under Chapter 7
CRC HEALTH: Moody's Rates $50MM Add-on Sr. Secured Term Loan 'B1'
DEBORAH HEART: Moody's Confirms B1 Rating on $18.9MM Bonds
DEL MONTE FOODS: Moody's Says Ratings Unaffected by Debt Upsize

DETROIT, MI: Pays Law Firms, Professionals Almost $23MM so Far
DETROIT, MI: Emergency Manager, Mayor-Elect Agree on Naming CFO
DETROIT, MI: Moody's Confirms B1 Rating on Senior Lien Sewer Bonds
DETROIT, MI: Moody's Confirms B1 Rating on Senior Lien Water Bonds
DETROIT, MI: Moody's Confirms 'Caa3' Gen. Obligation Rating

DIGITAL DOMAIN: Forbearance Period Under DIP Loan Expires Nov. 29
DREIER LLP: Creditors File 6 Suits Over Unpaid Bills
DUNLAP OIL: Set for Conversion Hearing After Plan Rejected
EMPIRE DIE: Has Final OK to Obtain Up to $6-Mil. in DIP Loans
ENERGY FUTURE: Fidelity Investments Divide Shows Debt Knot

EWGS INTERMEDIARY: Wins Court Approval of Sale Procedures
EXIDE TECHNOLOGIES: October Loss Is Half Chapter 11 Expenses
FISKER AUTOMOTIVE: Files Chapter 11 Petition to Facilitate Sale
FLY LEASING: Moody's Hikes CFR to B1 & Term Loan Rating to Ba3
FLINTKOTE COMPANY: Plan Solicitation Exclusivity Expires June 30

FLINTKOTE COMPANY: Removal Deadline Extended Until April 30
FLORIDA GAMING: Seeks Exclusivity Pending March Sale
FONTAINEBLEAU LAS VEGAS: Execs Say Trustee's $3B Suit Won't Fly
FORUM ENERGY: Moody's Rates New $100MM Sr. Unsecured Notes 'Ba3'
FRESH & EASY: US Trustee Balks at $42MM Property Sale Plan

FRESH & EASY: Surplus Property Auction on for Dec. 12
FURNITURE BRANDS: Wins Court Approval for $280-Mil. KPS Deal
GENELINK INC: Incurs $539,000 Net Loss in Third Quarter
GENERAL MOTORS: U.S. Plans to Exit Stake by Year-End
GENERAL NUTRITION: Moody's Cuts Sr. Sec. Term Loan Rating to 'B1'

GENOA HEALTHCARE: S&P Withdraws 'B' Corporate Credit Rating
GLYECO INC: Delays Q3 Form 10-Q to Complete Review
GRAY TELEVISION: Acquisitions No Impact on Moody's Ratings
HARRISBURG, PA: Asks Court to Extend Receivership
HARRISBURG, PA: Takeover Threatens City Officials, 3rd Circ. Told

HORNE INTERNATIONAL: Incurs $193,000 Net Loss in Third Quarter
HOUSTON REGIONAL: Rockets Owner Willing to Buy Sports Network
HOUSTON REGIONAL: Houston Astros Owner Sues McLane, Comcast
HOWREY LLP: Estate Settles with Cadwalader, Ober Kaler
IGLESIA PUERTA: Files Chapter 11 Plan & Disclosure Statement

IGLESIA PUERTA: Has Interim Authority to Use Cash Collateral
IGLESIA PUERTA: Has Interim Authority to Employ James & Haugland
ILLINOIS FINANCE: Fitch Affirms BB+ Bonds Rating; Outlook Negative
IMAGEWARE SYSTEMS: Posts $339,000 Net Income in Third Quarter
IMPERIAL PETROLEUM: Accepts Resignation of Chairman

IMPLANT SCIENCES: Files Form 10-Q, Had $6MM Loss in Sept. 30 Qtr.
INFINIA CORP: Sells Arizona Solar Project for $10 Million
INTELSAT JACKSON: Moody's Rates $1.75-Bil. Secured Term Loan 'Ba3'
ISOLA USA: Moody's Puts 'Caa2' CFR on Review for Upgrade
JEFFERSON COUNTY, AL: Bankruptcy Left Few Winners

JEFFERSON COUNTY, AL: Debt-Adjustment Plan Formally Approved
KENAN ADVANTAGE: Moody's Rates New $150MM Sr. Sec. Notes 'Ba3'
KENAN ADVANTAGE: S&P Assigns 'BB-' Rating to $125MM Revolver Debt
KINGSBURY CORP: Case Converted to Chapter 7 Despite Plan Filing
KRATOS DEFENSE: Moody's Rates $675MM Second Lien Notes 'B3'

KRATOS DEFENSE: S&P Assigns 'B' Rating to $675MM Second-Lien Notes
KRONOS INC: Moody's Lowers CFR to B3 & 1st Lien Debt Rating to B1
KRONOS INC: S&P Retains 'CCC+' Rating on 2nd-Lien Loan Due 2020
LATTICE INC: Posts $49,445 Net Income in Third Quarter
LEAGUE GROUP: B.C. Supreme Court Extends CCAA Proceedings

LEHMAN BROTHERS: Defends Bid to Subordinate Fannie Mae Claim
LEHMAN BROTHERS: Wants 27 Indemnification Claims Pegged at $0
LEHMAN BROTHERS: Black Diamond, DBDO Ask for Documents
LEHMAN BROTHERS: Transfers 20% Stake in LBI to Third Party
LEHMAN BROTHERS: Files 48th Status Report on ADR Settlements

LEO MOTORS: Incurs $159,000 Net Loss in Third Quarter
LIBERTY TIRE: Moody's Rates Proposed $25MM Add-on Notes 'Caa2'
LIFEPOINT HOSPITALS: Fitch Rates $500MM Sr. Unsecured Notes 'BB'
LIFEPOINT HOSPITALS: Moody's Rates Proposed Unsecured Notes Ba1
LIFEPOINT HOSPITALS: S&P Affirms 'BB-' CCR and Revises Outlook

LIGHTSQUARED INC: Exit Plans Not Feasible, US Trustee Says
LONGVIEW POWER: Judge Approves $150 Million Financing from Lenders
LYFE COMMUNICATIONS: Incurs $451,700 Net Loss in Third Quarter
MANASOTA GROUP: Delays Form 10-Q for Third Quarter
MARIAH RE: Can't Take Back $100MM Payment, Insurer Argues

MERCANTILE BANCORP: Plan Filing Period Extended Until Dec. 24
MERITAGE HOMES: Fitch Rates New $100MM Unsecured Notes 'BB-'
MERITAGE HOMES: Moody's Rates New $100MM Unsecured Notes B1
METAL SERVICES: Moody's Says $25MM Add-on Notes is Credit Positive
MOHEGAN TRIBAL: Moody's Raises CFR & $500MM Notes Rating to B3

MOMENTIVE PERFORMANCE: Moody's Cuts CFR to Caa2; Outlook Negative
MOORE FREIGHT: Names Special Litigation Counsel
MORY DUCROS: French Courier Company Enters Bankruptcy Proceedings
MMRGLOBAL INC: Incurs $2.2 Million Net Loss in Third Quarter
MT. LAUREL LODGING: Has Access to Cash Collateral Until Dec. 20

MULTI PACKAGING: Merger Deal No Effect on Moody's Ratings
NEPHROS INC: Incurs $611,000 Net Loss in Third Quarter
NETWORK CN: Incurs $898,000 Net Loss in Third Quarter
NEXSTAR BROADCASTING: S&P Retains BB Rating on $498MM Term Loan
NIRVANIX INC: Intellectual Property Sale Gets Court Approval

NNN PARKWAY CORPORATE: Seeks to Use Cash Collateral to Operate
NORTH AMERICAN BREWERIES: S&P Puts 'B' CCR on CreditWatch Negative
NORBORD INC: Moody's Hikes CFR to Ba2 & Rates $240MM Notes Ba2
OCEANSIDE MILE: Taps Creim Macias as Reorganization Counsel
OGX PETROLEO: Offshore Units Left Out of Bankruptcy Case

ORDOT DUMP: Receiver to Report Issues to Fed Court
OVERSEAS SHIPHOLDING: Gellert Scali Hiring Approved
OXYSURE SYSTEMS: Incurs $82,600 Net Loss in Third Quarter
PACIFIC GOLD: Posts $789,000 Net Income in Third Quarter
PACIFIC THOMAS: Plan Contemplates Bankruptcy Exit by January

PATHEON INC: Moody's Affirms B3 CFR & Alters Outlook to Developing
PHOENIX SERVICES: S&P Retains 'B' Rating Following $25MM Add-On
PHYSICAL PROPERTY: Incurs HK$43,000 Net Loss in Third Quarter
PLANDAI BIOTECHNOLOGY: Delays Form 10-Q for Third Quarter
POSITIVEID CORP: Sells 871,754 VeriTeQ Common Shares

POSITRON CORP: Incurs $1.4 Million Net Loss in Third Quarter
PRECISION OPTICS: Incurs $210,700 Net Loss in Fiscal Q1
RESIDENTIAL CAPITAL: Knocks Out $160 Million in Ill-Founded Claims
RESIDENTIAL CAPITAL: Resolves Plan Objections, Files Revised Plan
RESIDENTIAL CAPITAL: Seeks OK of Accord With Committee, Ally

RESIDENTIAL CAPITAL: Removal Period Extended to Jan. 31, 2014
RESIDENTIAL CAPITAL: Has Mitchell Class Suit Settlement
REVSTONE INDUSTRIES: Creditors Say Acrimony Warrants Trustee
REVSTONE INDUSTRIES: Creditors' Committee Seeks Trustee Again
REX VENTURE: Receiver to Auction Off Assets Dec. 16

RIH ACQUISITIONS: Can Hire Non-Bankruptcy Legal Professionals
ROGERS BANCSHARES: Names Cheryl Shuffield as Liquidation Officer
ROTECH HEALTHCARE: Says Baker & McKenzie Lied to Court
RURAL/METRO CORP: McCall Wants Policy Assumed Under Plan
SESI LLC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Positive

SHELBOURNE NORTH WATER: Irish Real Estate Mogul Sued for $95MM
SHERIDAN HOLDINGS: Moody's Says Company Acquisition is Credit Pos.
SIMPLY WHEELZ: Hertz Global Faces Suit Over Insolvency Exposure
SPECIALTY PRODUCTS: Dec. 18 Hearing on Outline for Own Plan
STONE CANYON: Voluntary Chapter 11 Case Summary

SUDBURY MILL: Moody's Rates $18MM Class E Notes 'Ba3(sf)'
TLO LLC: Court Approves TransUnion's Bid to Acquire Business
TLO LLC: Disclosure Statement Hearing Reset to Dec. 4
TRANSWITCH CORP: Liquidating Under Chapter 7
UPH HOLDINGS: Panel Joins in Debtors & Hercules Enforcement Motion

VANTAGE SPECIALTIES: Moody's Reiterates 'B2' Rating on Term Loan
VELOCITY EXPRESS: Court Dismisses Chapter 11 Case
VERTIS HOLDINGS: Exclusive Periods Extension Approved
VISANT HOLDING: Moody's Affirms 'B3' CFR Over Acquisition Deal
VISANT HOLDING: S&P Puts 'B' CCR on CreditWatch Negative

WALKER LAND: Seeks to Use Cash Collateral to Operate
WESCO DISTRIBUTION: Moody's Rates New $400MM Unsecured Notes at B1
WEST AIRPORT: WAP Objects to Continued Use of Cash Collateral
WEST AIRPORT: Creditor Files Plan of Liquidation
WISE METALS: Moody's Assigns B3 CFR & Caa1 Sec. Notes Rating

WISE METALS: S&P Assigns 'B' CCR & Rates New $625MM Notes 'B-'
WKI HOLDING: Moody's Corrects Text on Oct. 31 Release
WOOTON GROUP: Simon Resnik Hayes Can Withdraw as General Counsel
TLO LLC: Court Okays 4th Motion for Add'l DIP Loan of $1,000,000
WYLDFIRE ENERGY: Chapter 11 Trustee Files Liquidation Plan

ZAYO GROUP: Moody's Rates Proposed $150MM Term Loan Add-on 'B1'
ZAYO GROUP: S&P Retains 'B' Rating Following $150MM Loan Add-On

* Service Members Left Vulnerable to Payday Loans
* FDIC Will Give Full Outline of Big Bank Wind-Down Plans
* FINRA Is Cracking Down on High-Risk Brokers
* Regulators Put Tougher Restrictions on Bank Payday Loans
* Supreme Court Asked to Rule on Inherited IRAs

* MorrisAnderson Bags T&A's 2013 Outstanding Turnaround Firm Award

* Large Companies With Insolvent Balance Sheets


                            *********


A123 SYSTEMS: Nov. 26 Class Action Lead Plaintiff Deadline Set
--------------------------------------------------------------
Glancy Binkow & Goldberg LLP on Nov. 22 disclosed that all
purchasers of the securities of A123 Systems, Inc. between
February 28, 2011 and October 16, 2012, inclusive have until
November 26, 2013, to file a motion to be appointed as lead
plaintiff in the shareholder lawsuit filed in the United States
District Court for the Southern District of New York.

A COPY OF THE COMPLAINT IS AVAILABLE FROM THE COURT OR FROM GLANCY
BINKOW & GOLDBERG LLP. PLEASE CONTACT US AT (212) 682-5340, TOLL-
FREE AT (888) 773-9224, OR AT SHAREHOLDERS@GLANCYLAW.COM TO
DISCUSS THIS MATTER. IF YOU INQUIRE BY EMAIL PLEASE INCLUDE YOUR
MAILING ADDRESS, TELEPHONE NUMBER AND NUMBER OF SHARES PURCHASED.

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

To learn more about this action or if you have any questions
concerning this Notice or your rights or interests with respect to
these matters, please contact Michael Goldberg, Esquire, of
Glancy Binkow & Goldberg LLP, 1925 Century Park East, Suite 2100,
Los Angeles, California 90067, Toll-Free at (888) 773-9224, or
contact Gregory Linkh, Esquire, of Glancy Binkow & Goldberg LLP at
122 E. 42nd Street, Suite 2920, New York, New York 10168, at (212)
682-5340, by e-mail to shareholders@glancylaw.com or visit our
website at http://www.glancylaw.com

                        About A123 Systems

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

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

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

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

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

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


ACOSTA INC: Moody's Assigns 'B2' CFR & 'B1' Secured Notes Rating
----------------------------------------------------------------
Moody's Investors Service assigned new ratings to Acosta, Inc. a
B2 Corporate Family Rating ("CFR"); probability of default rating
B2-PD; and B1 senior secured rating ($1,264 million term loan and
$90 million revolver). The outlook is stable.

Ratings Rationale:

Moody's factors Acosta's comparatively low operating margin and
high financial leverage relative to its Sales and Marketing Agency
("SMA") peers. Acosta's debt-to-EBITDA at well above 7.0x, as it
is currently, compares unfavorably to the other two sizeable SMA
competitors and to other companies also rated at the B2 level.
Such high leverage is likely to hamper Acosta's ability to take
advantage of opportunistic acquisitions or limit resources devoted
to integration going forward and growing its business prudently.
However, Moody's also recognizes Acosta's good liquidity, and its
dominance as the country's largest SMA, a position which bolsters
the inherent customer loyalty that companies in this high-barrier
industry enjoy. Moody's expects that Acosta, as demonstrated by
prior acquisition successes, should be able to integrate the
Mosaic and foodservice acquisitions such that it raises its EBITDA
margins back to the upper-teen percentages, as it continues to
grow revenues. This should result in better profits and facilitate
a lower debt-to-EBITDA back to about 6.0x, as Moody's does not
anticipate Acosta to reduce the amount of debt meaningfully. After
reducing financial leverage and sustaining it at a lower level,
the company would be positioned more solidly in the B2 rating
category.

Moody's could downgrade the ratings if Acosta fails to delever as
anticipated over the coming year, if liquidity deteriorates, or if
the company stumbles in its integration of recent acquisitions.
Flat profit margins or revenues failing to grow at historical
averages could also pressure the rating down. Alternatively, the
ratings could be upgraded if Acosta can boost its EBITDA margin
closer to 20%, and use free cash to prepay debt obligations such
that debt-to-EBITDA can be brought down and be sustained at about
5.0x. An upgrade would also require a demonstrated commitment to
conservative financial policies with regard to dividends and
acquisitions.

The following ratings (and LGD assessments) were assigned:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

Senior Secured, B1 (LGD3, 33%); credit facilities due 2016 and
2018.

(An additional $525 million senior unsecured note issuance, due
2018, is not rated by Moody's.)

With expected fiscal 2014 revenues of $1.86 billion, Acosta Sales
and Marketing is the leading sales and marketing agency in the
U.S., providing outsourced marketing and merchandising services to
manufacturers, suppliers, and producers of, primarily, food-
related consumer packaged goods. Florida-headquartered Acosta is
owned approximately 20% by management, with the remainder owned by
private equity firms T.H. Lee and Goldman Sachs. The company was
founded in 1927.


AARON CARTER: Former Teen Pop Singer Files for Chapter 7
--------------------------------------------------------
Erik Hayden, writing for The Hollywood Reporter, reported that
Aaron Carter is looking to emerge from dire financial straits.

The former teen pop star recently filed for Chapter 7 bankruptcy
in a Florida court in order to put behind him money woes incurred
from years ago, Carter's publicist, Steve Honig, told The
Hollywood Reporter.

"The overwhelming majority of the debt that he's asking to be
discharged is from more than 10 years ago, and that was when he
was a minor and not in control of his own finances," Honig said,
the report cited.

"So this is a problem that's existed for a long time that he's now
made the decision to do something about in order to be able to
move forward with his life," the report further cited Honig as
saying.

The singer's rep said the decision to file for bankruptcy recently
was made "because it became apparent that it was the only way to
deal with the problem," the report related. Under Chapter 7
bankruptcy, Carter's property would be sold in order to pay debts.


ADAYANA INC: Hires McGladrey LLP as Tax Professional
----------------------------------------------------
Adayana, Inc. seeks authorization from the U.S. Bankruptcy Court
for the Southern District of Indiana to employ McGladrey LLP as
tax professional nunc pro tunc to Nov. 18, 2013, and to establish
interim compensation procedures.

McGladrey LLP will prepare the Debtor's federal income tax and
resident state income tax returns, plus additional tax returns, if
any.

Based upon McGladrey LLP's previous experience in providing tax
advisory services to the Debtors and their companies, McGladrey
LLP estimates that the costs of their services will be
approximately $25,000-$35,000 for preparation of fiscal year 2013
federal, state and local tax returns and $45,000-$60,000 for work
to be performed in 2014, due to various tax issues related to the
bankruptcy.

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

Prior to the Debtor's petition date, McGladrey LLP provided tax,
assurance and advisory services to the Debtor and its companies.
McGladrey LLP was owed a balance of approximately $10,000 for
prior tax and accounting work performed by McGladrey in 2013.  The
balance has been written-off by McGladrey LLP.  Therefore, there
are no outstanding obligations between the Debtor and McGladrey
LLP.

The Debtor and McGladrey LLP request that the Court adopt certain
interim compensation procedures to ease the financial strain of
quarterly or a single fee application places on the Debtor and the
expense of filing interim fee applications. Those proposed
procedures are as follows:

   (a) from time to time, McGladrey LLP will provide the Debtor
       with a statement McGladrey LLP's services and expenses
       incurred during the previous period (a "Fee Statement").
       The Debtor will have seven days after receiving the Fee
       Statement to give McGladrey LLP any notice of objection to
       the fees and expenses contained in such Fee Statement.  If
       the Debtor does not object to the Fee Statement, McGladrey
       LLP will file the Fee Statement and serve the Fee Statement
       on the Debtor's service list;

   (b) after the filing of the Fee Statement, the Debtor will be
       authorized to pay from the cash from operations 80% of the
       fees and 100% of the expenses set forth in the Fee
       Statement on an interim basis and subject to final
       allowance by the Court;

   (c) McGladrey LLP may file periodic interim fee applications in
       accordance with Section 331 of the Bankruptcy Code which
       will incorporate any Fee Statement filed prior to such
       application, including those to which there may have been
       an objection, for which McGladrey LLP may seek interim
       payment and allowance of the 20% of fees incurred but not
       yet paid (the "Holdback Amount"); and

   (d) nothing in the proposed interim compensation procedures
       shall affect the rights of any party-in-interest to object
       to an interim or final fee application filed by McGladrey
       LLP.

Lawrence Keyler, partner of McGladrey 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.

McGladrey LLP can be reached at:

       Lawrence Kelyer
       McGLADREY LLP
       9225 Priority Way West Drive, Ste 300
       Indianapolis, IN 46240
       Tel: (317) 805-6200
       Fax: (317) 805-6201

                        About Adayana, Inc.

Adayana, Inc., is a holding company, incorporated under the laws
of the state of Minnesota.  Its primary assets are its equity
ownership interests in two separate operating companies, ABG, an
Adayana Company, and Vertex Solutions, Inc., one of which is
headquartered in Indianapolis, and the other in Virginia.  Both
operating companies are in the "human capital" business, providing
an array of technology-based consulting and training services.

Adayana valued the subsidiaries' stock at $8 to $12 million as of
March 31, 2013.  It also owns personal property with book value of
$949,280.

Adayana, along with its two subsidiaries, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
13-10919) on Oct. 14, 2013.

The Debtors are represented by Michael P. O'Neil, Esq., at Taft
Stettinius & Hollister LLP, in Indianapolis, Indiana.


ALLENS INC: Vegetable Processor Plans Auction in January
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allens Inc., a processor of canned vegetables,
intends to sell the business at auction in January.

According to the report, although no buyer is yet under contract,
the company said in court papers filed Nov. 22 that 59 potential
purchasers signed confidentiality agreements entitling them to
receive detailed financial information. Allens said three are
interested in making the first offer and becoming the so-called
stalking horse at auction.

The loan financing the Chapter 11 reorganization begun in late
October requires having a hearing to approve a sale by Jan. 27.
Dates for the auction aren't specified, although the papers show
initial bids due one week before the auction.

Last week, the bankruptcy judge in Fayetteville, Arkansas, granted
interim approval for Allens to borrow $100.2 million on a
revolving credit and $14.2 million on a term loan from Bank of
America NA as agent. Dec. 16 is the date for a hearing to consider
final approval of the loan.

Technical aspects of the loan are being opposed by a pair of
produce suppliers contending their unpaid bills come before the
bank lenders' secured claims as a consequence of the federal
Perishable Agricultural Commodities Act, or PACA.

For the time being at least, the interim loan provides that valid
PACA claims come ahead of the bank.

In Allen's bankruptcy, half of the 20 largest unsecured creditors
are farmers or produce suppliers, with six each owed more than $1
million. Four other vegetable growers have claims exceeding
$500,000 each.

Financing for Allens' bankruptcy includes a $14 million term loan
paying off a pre-bankruptcy term loan and a $105 million revolving
credit to pay off the existing revolving credit.

                         About Allens Inc.

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

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

Jonathan Hickman of Alvarez & Marsal North America, LLC, will
serve as chief restructuring officer.  Cary Daniel, Nick Campbell
and Markus Lahrkamp of A&M will serve as assistant CROs.

Lazard Freres & Co. LLC and Lazard Middle Market LLC serve as
investment bankers, while GA Keen Realty Advisors, LLC, serves as
real estate advisor.


AMERICAN ACHIEVEMENT: Visant Deal No Effect on Moody's Ratings
--------------------------------------------------------------
Moody's Investors Service says American Achievement Corporation's
Corporate Family Rating and other ratings are not affected by the
proposed acquisition of the company by Visant Holding Corp.
("Visant" B3 stable) for approximately $486 million, although the
transaction is credit positive for American Achievement. Moody's
expects to withdraw American Achievement's ratings upon close of
the acquisition as its debt will be repaid as part of the
transaction.

The Troubled Company Reporter related in November 2010 that
Moody's Investors Service upgraded American Achievement Group
Holding Corp.'s corporate family rating to B3 from Caa1 and
probability of default rating to B3 from Caa2 following the
successful refinancing of the company's capital structure.
Moody's has also assigned a B3 rating to the $365 million of
American Achievement Corporation's senior secured notes with a
coupon of 10.875%.  These rating actions conclude the review for
possible upgrade initiated on October 18, 2010.  The rating
outlook is stable.  Given the changes to American Achievement's
capital structure, the CFR and PDR ratings are transferred from
America Achievement Group Holdings to American Achievement
Corporation.

American Achievement Corporation, headquartered in Austin, Texas,
is a leading provider of education and special moment affinity
products and services. The company holds a strong market position
in each of its product segments -- yearbooks, class rings, and
graduation products. American Achievement's financial sponsors are
Fenway Partners, LLC. Revenue for the year ended August 31, 2013
approximated $270 million.


AMERICAN ACHIEVEMENT: S&P Puts 'B-' CCR on Watch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on American
Achievement, including the 'B-' corporate credit rating and issue-
level ratings, on CreditWatch with positive implications.

The rating action follows Visant's announcement that is has
entered into an agreement to acquire American Achievement in a
predominantly debt-financed acquisition valued at $486 million.
American Achievement is approximately one-fourth the size of
Visant, based on EBITDA.  The acquisition will likely improve
American Achievement's business risk profile.  However, the
transaction is subject to regulatory review.

Standard & Poor's has reviewed its ratings on American
Achievement, which it labeled as "under criteria observation"
(UCO) after the publishing of its revised Corporate criteria on
Nov. 19.  Standard & Poor's expedited the review of its ratings on
American Achievement because of the company's agreement to be
acquired by competitor Visant Holding Corp. With S&P's criteria
review of the company complete, it has confirmed that its ratings
on this issuer are unaffected by the criteria changes.

The rating on American Achievement will likely remain on
CreditWatch with positive implications until the transaction
closes.  Subsequently, S&P will likely withdraw the rating if the
company repays this debt.


AMERICAN AIRLINES: Workers Urge Judge to Approve DOJ Deal
---------------------------------------------------------
Law360 reported that unions representing employees of bankrupt
American Airlines on Nov. 21 urged a New York bankruptcy judge to
approve a settlement agreement that would end the U.S. Department
of Justice's challenge to the airline's merger with US Airways
Group Inc., saying the deal is fair and would pave the way for
American's resurgence.

According to the report, the Allied Pilots Association,
Association of Professional Flight Attendants and Transport
Workers Union of America told the court in a brief to take swift
action to approve the federal antitrust settlement.

                      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 AIRLINES: Consumer Plaintiffs Oppose Antitrust Settlement
------------------------------------------------------------------
Nick Brown, writing for Reuters, reported that a group of
consumers who have sued American Airlines' bankrupt parent over
its proposed merger with US Airways Group are now objecting to a
settlement that would allow that merger to go forward.

According to the report, California resident Carolyn Fjord,
leading a proposed class of plaintiffs in an antitrust lawsuit
against the two airlines, filed court papers on Nov. 21 in U.S.
Bankruptcy Court in Manhattan, arguing that consumers would be
hurt by the tie-up, which would create the world's largest
airline.

It was the only objection filed ahead of a midday deadline to
oppose the settlement, which was reached earlier this month in a
separate dispute between the airlines and the U.S. Department of
Justice, the report said.

The DOJ had blocked the deal, which was to serve as the basis for
American parent AMR Corp's exit from bankruptcy, the report
related.  The sides settled after the airlines agreed to give low-
cost competitors more access to several key U.S. airports,
including in New York and Washington.

The settlement still needs bankruptcy court approval before the
merger can close and AMR can exit bankruptcy, the report added.  A
court hearing is scheduled for Nov. 25.

                      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 AIRLINES: Delay in Antitrust Settlement No Bar to Merger
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although AMR Corp. and US Airways Group Inc. won't
have formal approval until March of their antitrust settlement
with the U.S. Justice Department, a Nov. 25 bankruptcy court
hearing will give the airlines sufficient court sanction to carry
out the merger.

According to the report, this week the U.S. Bankruptcy Judge in
New York is being asked to approve the settlement allowing AMR's
American Airlines and US Airways to merge. Although the bankruptcy
court formally approved AMR's reorganization plan in October, the
plan couldn't be implemented until the resolution of the antitrust
case filed by the government in August to bar the merger.

AMR took the position that the settlement doesn't adversely affect
any creditors, so no more voting on the reorganization plan is
required, only court approval as an exercise of prudent business
judgment.

The law requires giving the public an opportunity to comment on a
proposed antitrust settlement before it receives court approval.
The U.S. District Court in Washington, where the antitrust suit is
pending, laid down a schedule last week under which public comment
is due by Feb. 7.

The government will publish the comments, so the judge in
Washington can't formally approve the antitrust settlement until
around March 10.

If the bankruptcy judge grants his approval this week, AMR will be
able to implement the reorganization plan and merge with U.S.
Airways in December.

AMR rose 6 cents to $12.06 on Nov. 22 in over-the-counter trading.
Following a three-day plunge in August immediately after the
Justice Department sued to bar the merger, the stock has risen
almost five times in price.

                      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 BEACON: Moody's Corrects Text of November 4 Release
------------------------------------------------------------
Moody's Investors Services, Inc., corrected headline and text to
its Nov. 4, 2013 of its ratings release on American Beacon
Advisors, Inc.

The headline is corrected to Moody's assigns a Ba2 corporate
family rating to American Beacon Advisors, Inc.  Outlook is
stable.

In the headline, substitute "corporate family rating" for "issuer
rating"; in the first sentence of the first paragraph, substitute
"corporate family rating (CFR)" for "issuer rating"; in the first
sentence of the fourth and fifth paragraphs, substitute "CFR" for
"issuer rating".

The Nov. 4 ratings release states that: Moody's Investors Service
has assigned a Ba2 issuer rating to American Beacon Advisors, Inc.
with a stable outlook. A Ba2/stable outlook rating was also
assigned to its $170 million Term Loan B and a $15 million
Revolving Credit Facility. American Beacon, formerly owned by AMR
Corporation (AMR), parent of American Airlines, manages sub-
advised mutual funds for defined contribution retirement and
retail investors, as well as pension and cash management programs
for AMR and other institutional investors.


ARCAPITA BANK: $1.5 Million Claim Shrinks to $149
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Arcapita Bank BSC emerged from Chapter 11
reorganization in September, the Baharani investment bank
continues chipping away at inflated claims.

According to the report, Arcapita persuaded the bankruptcy judge
in New York on Nov. 21 to reduce a $1.53 million claim to $149.

The creditor, an individual named Hani Alsohaibi, originally
sought $1.04 million and later raised the claim to $1.53 million.
U.S. Bankruptcy Judge Sean H. Lane wrote an 11-page opinion to
explain why he is entitled only to $149, the amount he held in an
account with Arcapita.

Judge Lane said the remainder of the claim represented Alsohaibi's
investments in affiliates of Arcapita for which the company isn't
liable.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

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

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

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

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013, according to papers filed with the U.S. Bankruptcy Court for
the Southern District of New York on Sept. 17, 2013.


BATE LAND: Denies Filing "Dirt-for-Debt" Plan
---------------------------------------------
Debtor Bate Land & Timber, LLC, has responded to the objection of
Bate Land Company, LLC, to confirmation of its Plan of
Reorganization.

Bate Land & Timber says:

   1. Clearly, under any objective or subjective standard, the
various undisputed claims listed by Debtor are valid debts and
incurred for valid business purposes, and the Plan, required for
effective reorganization, was proposed by Debtor in good faith and
should be confirmed by this court.

   2. The Plan proposed by the Debtor is not a "dirt-for-debt"
Plan.

   3. The Plan proposed by the Debtor involves paying nothing to
BLC, because BLC's debt was fully satisfied prior to the filing of
the Chapter 11 petition.

As reported in the TCR on Nov. 15, 2013, BLC claims to be owed $13
million as a result of a purchase money promissory note and deeds
of trust.  According to BLC, the Debtor alleges that it has
satisfied BLC's claim through the transfer of two tracts of land
in Pamlico County on July 25, 2013.  BLC, however, points out that
its acceptance of the deed conveying the property has still to be
approved by the Court.

BLC says the Debtor's Plan cannot be confirmed because it fails to
meet the substantive requirements for confirmation as set forth in
11 U.S.C. Section 1129:

   -- The Plan has not been proposed in good faith and is in
violation of Section 1129(a)(3) of the Bankruptcy Code.  "The
Debtor has acted in bad faith not only in the filing of this Plan,
but in filing this case."

   -- The "Dirt for Debt" Plan proposed by the Debtor does not
comply with the fair and equitable requirements of Section 1129(b)
of the Bankruptcy Code.  "In this case, BLC will present evidence
that the current values of the Broad Creek and Smith Creek tracts
are far lower than BLC's $12,936,254.65 claim.  BLC's evidence
will establish that part of the reason for this decline is the
value and diminished quality of the timber on the Broad Creek and
Smith Creek tracts as a result of Debtor's timber cutting on these
and other tracts, and its failure to properly reseed the timber
tracts following any timbering."

The Debtor says that the Plan is not a "dirt-for-debt" plan.  The
Plan proposed by the Debtor involves paying nothing to BLC,
because BLC's debt was fully satisfied prior to the filing of the
Chapter 11 petition.  A copy of the Debtor's response to the
objection is available at:

             http://bankrupt.com/misc/blt.doc110.pdf

                     About Bate Land & Timber

Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on July 25,
2013 (Case No. 13-04665, E.D.N.C.).  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor listed estimated assets of $10 million to $50 million
and estimated debts of $100,001 to $500,000.  The petition was
signed by Brad Cheers, manager.

The Plan filed in the case proposes to sell all of the Debtor's
real property valued at $47,032,125, and personal property valued
at $6,445,499.  Proceeds from the asset sales will fund the Plan.
The liens secured by the Debtor's property will attach to the net
proceeds of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.

The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.


BORGER ENERGY: Moody's Affirms 'Ba3' Rating; Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating for Borger
Energy Associates, L.P. and has changed the rating outlook to
stable from negative. There is approximately $70.4 million in debt
outstanding.

Ratings Rationale:

The Ba3 rating considers the Project's long-term power purchase
agreement (PPA) with Southwestern Public Service Company (SPS:
senior unsecured Baa2; under review for upgrade) as well as a
steam sales agreement with ConocoPhillips (ConocoPhillips; senior
unsecured A1; stable outlook), traditional project finance
features, and Borger's history of having operational issues, which
has intermittently affected the consistency of the project's
historical financial performance.

The change in outlook to stable reflects the successful turnaround
in the Project's financial performance after a forced outage in
late 2011. Borger's Unit 1 experienced a forced outage on December
4, 2011, when bearings and compressor blades were damaged due to a
loss of oil pressure during a trip related to a fuel sensor
failure. The total outage lasted just under three months as Unit 1
was placed back into service in late February 2012. The plant's
availability factor in 2012 was impacted by the outage and
measured 90.80% (relative to the threshold requirement in the PPA
of 92%), which in turn affected the plant's capacity revenue since
Borger is paid capacity payments under the PPA with SPS based upon
a 12-month rolling availability calculation and a 5-month summer
peak availability calculation. However, the outage only impacted
the 12-month rolling availability calculation since the event
occurred during the winter months. The lower capacity revenue in
2012 combined with lower gas prices and higher contributions to
the major maintenance account resulted in a debt service coverage
ratio (DSCR) in 2012 of just below 1.0x (after factoring in
contributions to the major maintenance fund).

The change in rating outlook to stable also reflects the
improvement in operating and financial performance as reflected in
the DSCR for 2013. Borger's availability for 2013 YTD has been
strong at around 96%. The Project has also been receiving its full
capacity payment for most of the year as the Project exceeded the
92% availability threshold once the lower 12-month availability
calculation rolled off in early 2013.

Moody's also understands that per the terms of the sales agreement
to sell Borger to FREIF North American Power I LLC, a fund
affiliate of First Reserve Corporation, the prior owner was liable
to cover repair costs net of insurance proceeds and provide the
new owner's with any margin shortfall resulting from the outage.
Overall, the project's 2013 performance benefits from excess
insurance proceeds that total just under $1 million. Additionally,
the combination of Unit 1 repairs, a new 10-year Long-Term Power
parts agreement (LTP) with Siemens, the OEM vendor, and excess
funds in the major maintenance account from the prior year will
result in a substantially lower major maintenance fund deposit in
2013 than recent years. These factors should contribute to Borger
producing a DSCR of approximately 1.48 times post-major
maintenance fund in 2013. Excluding these one-time items and major
maintenance funding at historical levels, Moody's calculated
coverage would measure approximately 1.20 times on a post-major
maintenance basis. Overall, Moody's anticipates that Borger's
post-major maintenance debt service coverage will measure around
1.20 times over the next few years.

In short, Moody's believes that Borger has turned the corner. The
outage is behind them, and the availability factor has improved.
Sustained coverages are expected to approximate 1.20 times. The
new owner, First Reserve, has taken steps to stabilize the
situation and improve performance with the execution of the LTP
with Siemens, which will cover the turbine generator. Moody's
further understands that Borger expects to enhance output of the
plant through installation of a wet compression system, which puts
more mass through the CT in peak periods. When implemented,
capacity revenue will increase, offset by the installation costs.

The stable outlook reflects Moody's view that Borger will continue
to maintain high plant availability and will be able to maintain
DSCR metrics after contributions to major maintenance that
approximate 1.20 times.

Because of this expected financial performance, the rating is
unlikely to be upgraded in the near term, but positive rating
pressure could surface if financial performance improved such
Moody's expected that DSCR to be above 1.20 times on a consistent
and sustained basis.

Conversely, the rating could face downward pressure if the plant's
operating performance is impacted by unplanned outages and/or if
operating expenses, maintenance costs and capital expenditures
causes the DSCR to drop below 1.10 times on a sustained basis.

The last rating action on Borger was taken on February 28, 2012,
when Moody's affirmed the Ba3 rating and revised the outlook to
negative from stable.

Borger Energy Associates, L.P. is a limited partnership that owns
and operates a 230-megawatt, gas-fired cogeneration facility
located near Borger, Texas. SPS, a wholly-owned utility operating
subsidiary of Xcel Energy (senior unsecured rated Baa1; under
review for possible upgrade), purchases all electricity generated.
ConocoPhillips purchases Borger's steam for use in its adjacent
refinery. The Borger plant consists of two Siemens 501D5A
combustion turbines, and two heat recovery steam generators.


BREITBURN ENERGY: Moody's Rates New $300MM Senior Notes 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to BreitBurn Energy
Partners L.P.'s proposed $300 million senior notes due 2022.
BreitBurn Finance Corporation is a wholly-owned subsidiary of
BreitBurn and serves as the co-issuer of the notes. The new notes
are being offered as add-on notes under the indenture pursuant to
which BreitBurn previously issued $450 million in aggregate
principal amount of 7.875% senior notes due 2022. The new notes
and the outstanding notes will have identical terms and will be
treated as a single class of securities under the indenture. The
rating outlook is stable.

Proceeds from the proposed notes offering, in combination with
BreitBurn's recent equity offering, will be used to repay
borrowings under its senior secured revolving credit facility.
BreitBurn utilized its revolver to finance the acquisition of oil
properties and associated midstream assets in the Oklahoma
Panhandle for an aggregate purchase price of approximately $864
million in July.

"The add-on notes term out a portion of BreitBurn's outstanding
revolver borrowings on a long-term basis," stated Michael Somogyi,
Moody's Vice President -- Senior Analyst. "Combined with proceeds
from the recent equity offering, the add-on notes enhance
BreitBurn's liquidity position and provide for increased financial
flexibility to fund expected future acquisitions."

Ratings Rationale:

The B3 rating on the proposed $300 million add on notes reflects
both the overall probability of default of BreitBurn, to which
Moody's assigns a B1-PD, and a loss given default of LGD 5 (79%).
The company has a $1.6 billion borrowing base revolving credit
facility with total lender commitments of $1.4 billion. BreitBurn
has $305 million senior notes due 2020 in addition to the $450
million existing senior notes due 2022 and the $300 million
proposed add-on notes to the 2022 notes. Both the new and existing
senior notes are unsecured and subordinated to the senior secured
credit facility's claim to the company's assets. This results in a
two-notch differential between the B1 Corporate Family Rating
(CFR) and the B3 notes under Moody's Loss Given Default
Methodology.

The B1 CFR is restrained by BreitBurn's high leverage profile on a
production and proved developed (PD) reserve basis and by the
structural risks inherent in the MLP business model which requires
continuous cash distributions and external funding requirements to
support the company's acquisitive growth strategy. The B1 CFR is
supported by BreitBurn's added size and scale, higher liquids mix
and the long-lived, shallow-decline characteristics of its reserve
base.

BreitBurn has spent over $1.8 billion on acquisitions since 2011,
more than doubling its $300 - $500 million annual acquisition
target. While management has demonstrated a balanced funding
approach comprised of debt and equity, Moody's estimates
BreitBurn's leverage on production and PD reserves to be around
$55,000 per barrel of oil equivalent (boe) and $10.50 per boe,
respectively. Leverage should improve as production grows and the
benefits from recent acquisitions and BreitBurn's ramped up
capital spending are realized. Moody's expects BreitBurn to exit
2014 with leverage on production and PD reserves of around $40,000
per boe and $9.00 per boe respectively.

BreitBurn's SGL-3 Speculative Grade Liquidity rating reflects
adequate liquidity based on increased availability under its
revolving credit facility following the pay down of outstanding
borrowings with proceeds from the add-on notes offering and recent
equity raise. BreitBurn's borrowing base was increased from $1.5
billion to $1.6 billion. After giving effect to the $300 million
proposed add-on notes, BreitBurn's borrowing base will be
decreased by $75 million to $1.525 billion with approximately $927
million of availability. The revolver is scheduled to mature in
May 2016 and Moody's expects BreitBurn to remain well in
compliance with financial covenants.

The stable outlook reflects Moody's expectation that BreitBurn
remains disciplined in terms of a maintaining a balanced funding
approach towards future acquisitions. Moody's could upgrade the
ratings if the partnership is able to grow its production base to
over 50,000 boe per day while maintaining an appropriate leveraged
financial profile (debt/production less than $30,000 Boe day and
debt /PD reserves of less than $6.50). Moody's could downgrade the
ratings if leverage on production is sustained above $40,000 boe
per day or if distribution coverage weakened below 1.1x for a
sustained period.

BreitBurn Energy Partners, L.P. is an independent exploration and
production master limited partnership headquartered in Los
Angeles, California.


BULLSEYE MERGERSUB: Moody's Rates New $550MM Secured Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Bullseye
MergerSub, Inc. (Brand Energy & Infrastructure) proposed $550
million senior unsecured notes. Concurrently, Moody's affirmed all
existing ratings including the company's B2 Corporate Family
Rating and B2-PD Probability of Default Rating. The ratings
outlook remains stable.

The proceeds from the proposed $550 million unsecured notes along
with $1,225 million term loan and $775 million of equity will be
used to acquire Brand Energy and Infrastructure Services, Inc. and
Harsco's infrastructure segment (together "Brand") by Clayton,
Dubilier & Rice. The total transaction (including fees and
expenses) is expected to be valued at $2,550 million. Bullseye
MergerSub, Inc. is the initial borrower under the term loan and
unsecured notes. Additionally, part of the proceeds will be used
to fund future acquisitions. Concurrently with the close of the
transaction and as the survivor of the contemplated merger Brand
Energy and Infrastructure Services, Inc. ("Brand" a subsidiary of
Brand Energy, Inc.) will become the borrower and Moody's will
transfer all ratings to Brand.

The following rating actions were taken: (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

Corporate Family Rating, affirmed at B2;

Probability of Default Rating, affirmed at B2-PD;

$550 million senior unsecured notes due 2021, assigned Caa1 (LGD5,
86%);

$300 million first lien revolving credit facility due 2018,
affirmed at B1. LGD rate changed to LGD3, 34% from LGD3, 35%;

$1,225 million first lien term loan due 2020, affirmed at B1. LGD
rate changed to LGD3, 34% from LGD3, 35%;

The ratings outlook is stable.

Ratings Rationale:

The B2 Corporate Family Rating reflects Brand's high debt leverage
at 5.9 times at the close of the transaction and expected
aggressive balance sheet management. The rating also considers
limited free cash flow generation as compared to debt levels with
free cash flow to debt of between 4-5% over the next 12-18 months.
Interest coverage is anticipated to be around 2 times which is in
line with a B2 rating category. Additionally, the B2 Corporate
Family Rating considers the historically weak performance of
Harsco's infrastructure division. At the same time, the rating
benefits from the size -- close to $3 billion of revenues -- and
scale -- significant international presence - of the combined
entity. Moreover, recurring revenue stream (an estimated 65% of
revenues are tied to maintenance), good liquidity profile, end
market diversity, and positive industry dynamics provide support
to the company's ratings.

The stable outlook reflects expected improvement in credit metrics
and positive trends in the company's end markets.

The ratings could be downgraded if debt leverage climbs above 6
times, free cash flow generation turns negative, and EBITDA-
CAPEX/interest expense weakens below 1.5 times, all on a sustained
basis.

The ratings could be upgraded if debt leverage declines below 4.5
times, interest coverage increases above 2.2 times, and free cash
flow to debt rises to 8%, all on a sustained basis.

Brand Energy & Infrastructure Services, Inc., headquartered in
Kennesaw, GA, is the largest multi-craft specialty services
company in North America and provides services globally as well.
It's services include specialized industrial services and
infrastructure services supporting the refining, chemical,
construction and power industries. Clayton Dubilier & Rice,
through affiliated funds, will be the majority owner of Brand and
Harsco is expected to own around 29%. Pro forma revenues for 2013
are expected to be around $3 billion.


C&K MARKET: Seeks Authority to Tap DIP Financing from US Bank
-------------------------------------------------------------
C&K Market, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Oregon to obtain from U.S. Bank National
Association a debtor-in-possession facility comprised of a
committed, secured revolving line of credit in an aggregate
principal amount equal to the lesser of (i) $23 million; (ii) the
borrowing base as of the day plus $12 million; or (iii) the sum of
the amounts set forth in the budget for the day under the line
items entitled "Projected Ending Revolver Balance" and "DIP Ending
Balance," plus $4 million, plus the Unrealized Sale Amount for
such day.

Outstanding advances under the DIP Facility will bear interest at
the rate per annum applicable to Revolving Loans, generally LIBOR
plus 2.5% to LIBOR plus 3%, plus 2%.  Upon the occurrence and
during the continuance of an Event of Default, the aggregate
principal amount of all outstanding obligations under the DIP
Facility will bear interest at the non-default rate, plus 2%.

The DIP Facility will be secured by a first-priority perfected
security interest and lien in favor of U.S. Bank on all Collateral
plus all other assets of Debtor, subject only to valid, perfected,
prior prepetition liens, Priming Interests and Permitted Liens and
the Carveout, and excepting any avoidance actions and the proceeds
thereof under Sections 544, 547, 548, 549 and 553 of the
Bankruptcy Code.

The DIP Advances and all other postpetition indebtedness owing to
U.S. Bank will be allowable under Section 503(b)(1) of the
Bankruptcy Code as an administrative expense with priority
pursuant to the provisions of Section 364(c)(1) over all other
administrative expenses and all other expenses and claims, subject
only to the Carve-Out.

U.S. Bank has agreed to a "carve-out" in an amount equal to the
sum of (i) $100,000 for unpaid administrative expenses incurred
following an Event of Default, plus (ii) the amount of funds then
on deposit in a holding account for professional fees, plus (iii)
the amount of administrative expenses then incurred but not yet
paid into the Professional Fee Holding Account in an aggregate
amount not to exceed $100,000.

                          About C&K Market

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, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-
64561).  The case is assigned to Judge Frank R. Alley, III.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  The Food Partners, LLC,
serves as the Debtors' financial advisor.

The Debtors estimated debt of more than $100 million and assets of
less than $50 million in court documents.


C&K MARKET: Proposes Closing Sales for 21 Stores
-------------------------------------------------
C&K Market, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Oregon to sell or close approximately 21 of
its 60 stores after determining that conducting store closing
sales will maximize value to its estate and its creditors.

As a necessary part of the store closing sale process, the Debtor
seeks a waiver from any state or local laws purporting to restrict
or otherwise govern "store closing," "liquidation," "going-out-of
business" or similarly themed sales, except any laws for the
protection of the health and safety of the public, and any
consumer protection laws.

Proceeds of any sale of assets will be remitted directly to U.S.
Bank National Association for application to obligations owing to
the DIP Financing.

                          About C&K Market

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, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-
64561).  The case is assigned to Judge Frank R. Alley, III.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  The Food Partners, LLC,
serves as the Debtors' financial advisor.

The Debtors estimated debt of more than $100 million and assets of
less than $50 million in court documents.


C&K MARKET: Seeks to Assume Supervalu Supply Agreement
------------------------------------------------------
C & K Market, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Oregon to assume its executory contract with
Supervalu Holdings, Inc., its primary supplier of grocery products
and health and beauty products.

Pursuant to the Supply Agreement, Supervalu makes certain product
lines available to the Debtor for sale in the Debtor's sales and
provides related services like warehousing, marketing, and
merchandising, and the Debtor currently pays for all product and
services pursuant to 17-day trade terms by the consent of
Supervalu, without waiver of its rights, despite contractual 15-
day payment terms.

As a condition to the Debtor's assumption of the Supply Agreement,
the Supervalu has agreed to continue to provide 17-day trade terms
through Oct. 31, 2014, with payment terms then reducing by three
days in each annual period thereafter.

                          About C&K Market

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, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-
64561).  The case is assigned to Judge Frank R. Alley, III.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  The Food Partners, LLC,
serves as the Debtors' financial advisor.

The Debtors estimated debt of more than $100 million and assets of
less than $50 million in court documents.


CALUMET SPECIALTY: Moody's Rates New $225MM Unsecured Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Calumet
Specialty Products Partners, L.P.'s proposed $225 million senior
unsecured notes offering. Proceeds from the notes will be used to
fund capital expenditures. Calumet's B1 Corporate Family Rating
(CFR), SGL-3 Speculative Grade Liquidity rating (SGL) and existing
B2 senior unsecured existing notes ratings remain unchanged. The
rating outlook is stable.

"The new notes will increase Calumet's financial leverage, but
help to pre-fund its 2014 capital expenditure program," said
Gretchen French, Moody's Vice President. "Our underlying views on
Calumet reflected in Moody's November 18th rating action remain
unchanged."

Issuer: Calumet Specialty Products Partners, L.P

Ratings Assigned:

-- $225 million Senior unsecured notes due 2022 , B2 (LGD4, 69%)

Moody's current ratings for Calumet Specialty Products Partners,
L.P. are:

-- Corporate Family Rating, B1

-- Probability of Default Rating, B1-PD

-- B2 Senior unsecured notes rating (LGD 4, 69%)

-- Speculative Grade Liquidity rating, SGL-3

Ratings Rationale:

The B2 rating on Calumet's senior unsecured notes reflects their
position relative to Calumet's secured obligations. The unsecured
notes are contractually subordinated to the $850 million revolving
credit facility (secured by accounts receivable and inventory),
with a borrowing base of $618 million as of September 30, 2013.
Other secured debt ahead of the unsecured notes are obligations
supported by Calumet's Collateral Trust Agreement with all of its
secured hedging counterparties, which pledges all of Calumet's
assets excluding the revolving credit facility collateral to be
shared as security for payments due. Physical commodity forward
contracts supported by the Collateral Trust Agreement have been
limited to $100 million but there is no limit on financially
settled commodity hedging instruments. 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 B1 CFR reflects the partnership's 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 need to grow over time. There
is also execution risk associated with heavy organic capital
spending needs and 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 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 2014. The cash flows in 2013 are atypically low
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 expenditures are 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.


CANDEO SCHOOLS: S&P Rates $10.935MM 2013 Revenue Bonds 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the Phoenix Industrial Development Authority, Ariz.'s
$10.935 million series 2013 fixed rate education facility revenue
bonds issued on behalf of Candeo Schools Inc.  The outlook is
stable.

"The rating reflects a very limited revenue base with high debt
levels and a challenging competitive environment," said Standard &
Poor's credit analyst Luke Gildner.  "The rating also reflects a
construction schedule that provides less than one month between
scheduled completion and use."

"It is vital that the construction project has little to no delays
for Candeo to hit targeted growth projections, in our opinion,"
added Mr. Gildner.

Supporting the rating is Candeo's history of strong academic
performance supporting enrollment growth, a sizeable waitlist,
good liquidity, and history of positive operations.

The stable outlook reflects S&P's expectation that Candeo will
meet its projected enrollment growth, generate break-even to
positive operating results on a full accrual basis, and maintain
strong levels of days' cash on hand.  S&P could consider a
negative outlook if projections are missed, there is a delay in
the opening of the middle school campus, thus affecting
enrollment, or cash significantly deteriorates.

S&P could consider a positive outlook if Candeo's revenue base
significantly increases to levels that bring pro forma lead-
adjusted MADS below 15% of total revenues.


CAPITOL BANCORP: Wilbur Ross's Talmer Bancorp to Buy Four Banks
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capitol Bancorp Ltd., a bank holding company in
Lansing, Michigan, was granted authority last week from the
bankruptcy court in Detroit to sell four bank units to Wilbur
Ross's Talmer Bancorp Inc.

According to the report, the sale was made possible by a
settlement with the Federal Deposit Insurance Corp., as receiver
for other failed banks owned by Capitol. The settlement addressed
so-called cross-guarantee claims, under which solvent Capitol
banks would be liable for the FDIC's costs in taking over the
failed banks.

Talmer offered $4.5 million for the four banks and will pay the
cost to cure breaches of contracts. Talmer will also provide the
acquired banks with $90 million of additional capital and
establish an escrow account with $2.5 million to pay professional
fees.

                     About Capitol Bancorp

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

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

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

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

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

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


CAPITOL BANCORP: Judge OKs Bank Sale Over Creditor Protests
-----------------------------------------------------------
Law360 reported that Capitol Bancorp Ltd. on Nov. 22 received a
bankruptcy court's approval of its bid to sell off its remaining
subsidiary banks for $4 million in cash and a $90 million equity
contribution despite creditors' cries that the sale offers them
almost no recovery.

According to the report, the bank holding company can sell the
banks to Wilbur Ross-controlled Talmer Bancorp Inc. under its
proposed plan of liquidation following U.S. Bankruptcy Judge Marci
B. McIvor's order greenlighting the transaction. The banks include
Michigan Commerce Bank, Indiana Community Bank, and Bank of Las
Vegas, the report said.


                       About Capitol Bancorp

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

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

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

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

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

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


CARDTRONICS INC: Moody's Affirms 'Ba2' CFR & 'B1' Sub. Debt Rating
------------------------------------------------------------------
Moody's Investors Service affirmed Cardtronics, Inc.'s existing
ratings, including its Ba2 corporate family rating, its Ba2-PD
probability of default rating, and the B1 rating for its senior
subordinated debt. As part of the ratings action, Moody's raised
Cardtronics' speculative grade liquidity rating to SGL-1, from
SGL-2. The ratings outlook is stable.

The rating actions were prompted by Cardtronics' plans to raise up
to $287.5 million of new convertible senior notes and use
approximately $156.5 million of the net proceeds to repay a
portion of outstanding revolving loans. The company plans to use
the remainder of the proceeds for general corporate purposes,
execution of a convertible note hedge transaction, and up to $30
million for share repurchases. Moody's does not rate Cardtronics'
proposed convertible notes.

Moody's estimates that the proposed transaction will increase
Cardtronics' total debt-to-EBITDA (incorporating Moody's standard
analytical adjustments) modestly, to about 2.6x, pro forma for the
full year of the acquisition of Cardpoint that closed in August
2013. Moody's affirmed Cardtronics' ratings based on the
expectation that Cardtronics' leverage should decline to below
2.0x (Moody's adjusted) by year-end 2014, consistent with the
ratings agency's previously communicated expectation.

Ratings Rationale:

Cardtronics' Ba2 corporate family rating reflects its predictable
operating cash flow derived from transactions-based revenues,
moderate financial leverage, healthy free cash flow relative to
debt and very good liquidity. The company has a good track record
of strong EBITDA growth through a combination of acquisitions,
cost savings from acquisitions and organic expansion. Cardtronics'
credit profile is also supported by its ownership of the Allpoint
network, which provides a surcharge-free access to over 55,000
ATMs for the customers of participating financial institutions.
The company's growing scale and investments in infrastructure
provide operating leverage that should allow Cardtronics to
mitigate some of the impact of competitive challenges or,
potentially, declines in ATM interchange or only modest increases
in surcharge rates.

In Moody's opinion, the key long term risk to Cardtronics' ratings
is the limited growth prospects for cash-based transactions owing
to the secular shift from paper-based to electronic forms of
payments and challenges from emerging payment options, such as
mobile-based payments. As a result, Moody's believes that the
company will be increasingly challenged to sustain its current
organic growth rates in the high single digit percentages over the
long term. The Ba2 rating additionally considers Cardtronics'
business risks resulting from its concentrated customer revenue
profile, highly competitive industry, and uncertainties in the
intermediate to long term about the company's ability to maintain
ATM surcharge fee and interchange rates in various jurisdictions
in which it operates.

Moody's upgraded Cardtronics' liquidity rating to SGL-1 from SGL-2
to reflect the prospective improvement in the company's liquidity
after it repays about $156.5 million of loans under its revolving
credit facility.

The stable outlook reflects Moody's expectations that Cardtronics'
revenues should grow in the mid to high single digit percentages
in the next 12 to 18 months, excluding acquisitions, and that
total debt to EBITDA leverage should decline to less than 2.0x
over this period through EBITDA growth and debt repayment.

Moody's could downgrade Cardtronics' ratings if the company
experiences challenges in growing EBITDA or EBITDA margins
deteriorate as a result of an organic decline in ATM transactions,
a material adverse impact from changes in the regulatory
environment or the loss of a large customer(s). In addition,
aggressive fiscal policies or transformative acquisitions that
increase execution risk could pressure the ratings. Specifically,
Moody's could lower Cardtronics' ratings if the company is unable
to maintain total debt to EBITDA (Moody's adjusted) below 2.5x and
free cash flow weakens to the below mid-teens percentages of total
debt for a protracted period.

Given the mature growth prospects for the ATM industry in the long
term, absent meaningful improvements in Cardtronics' business risk
profile, notably through increased scale, higher levels of
operating cash flow and greater product diversity, a ratings
upgrade is unlikely. Additional upward rating triggers include a
track record of growth in free cash flow driven by revenue growth
and management's commitment to maintain debt-to-EBITDA leverage
below 2.0x (Moody's adjusted), including potential increases in
debt to finance acquisitions.

Moody's affirmed the following ratings:

Issuer: Cardtronics, Inc.

Corporate family rating -- Ba2

Probability of default rating -- Ba2-PD

$200 million senior subordinated notes due 2018 -- B1, LGD 5, 88%
(changed from LGD 5, 86%)

Outlook: Stable

Moody's changed the following rating:

Speculative Grade Liquidity Rating -- SGL-1, upgraded from SGL-2

Headquartered in Houston, TX, Cardtronics is the world's largest
non-bank owner of ATMs. The company reported about $833 million in
revenue in the twelve months ended September 30, 2013.


CASH STORE: Board of Directors Adopts New General By-Law
--------------------------------------------------------
The Cash Store Financial Services Inc. on Nov. 22 announced the
adoption by its board of directors of a new general by-law for the
Company, By-Law No. 4, and the repeal of By-Law No. 3.  The newly
adopted By-Law No. 4 is a revision of By-Law No. 3 to include a
provision that requires advance notice to the Company in
circumstances where director nominations are made by shareholders
of the Company, other than in connection with (i) the requisition
of a shareholders' meeting, or (ii) a shareholder proposal, in
each case made pursuant to the Business Corporations Act
(Ontario).

Among other things, the Advance Notice Provision fixes a deadline
by which holders of record of common shares of the Company must
submit director nominations to the Company prior to any annual or
special meeting of shareholders and sets forth the information
that a shareholder must include in the notice to the Company.

In the case of an annual meeting of shareholders, notice to the
Company must be made not less than 30 days and not more than 65
days prior to the date of the annual meeting; provided, however,
that in the event that the annual meeting is to be held on a date
that is less than 50 days after the date on which the first public
announcement of the date of the annual meeting was made, notice
may be made not later than the close of business on the 10th day
following such public announcement.

In the case of a special meeting of shareholders (which is not
also an annual meeting), notice to the Company must be made no
later than the close of business on the 15th day following the day
on which the first public announcement of the date of the special
meeting was made.

The Advance Notice Provision provides a clear process for
shareholders to follow for director nominations and sets out a
reasonable time frame for nominee submissions and the provision of
accompanying information.  The purpose of the Advance Notice
Provision is to treat all shareholders fairly by ensuring that all
shareholders receive adequate notice of the nominations to be
considered at a meeting and can thereby exercise their voting
rights in an informed manner.  In addition, the Advance Notice
Provision should assist in facilitating an orderly and efficient
meeting process.

The by-law amendment is effective immediately and will be placed
before shareholders for ratification and confirmation at the next
annual and special meeting of shareholders of the Company to be
held on February 5, 2014.  The full text of By-Law No. 4 is
available at http://www.sedar.comor upon request by contacting
the Company's Corporate Secretary, Jerry Roczkowsky at
jerry.roczkowsky@csfinancial.ca

                   About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

The Company's balance sheet at June 30, 2013, showed $192.73
million in total assets, $171.47 million in total liabilities and
$21.25 million in shareholders' equity.

                          *     *     *

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

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

As reported by the TCR on May 22, 2013, Moody's Investors Service
downgraded the Corporate Family Rating and senior unsecured debt
rating of Cash Store Financial Services to Caa1 from B3 and
assigned a negative outlook.  According to Moody's, CSFS remains
unprofitable on both the pretax and net income lines and prospects
for return to profitability are unclear.


CENGAGE LEARNING: Hires Hilco Valuation as Consultants
------------------------------------------------------
Cengage Learning, Inc. and its debtor affiliates ask for
permission from the Hon. Elizabeth S. Stong of the U.S. Bankruptcy
Court for the Eastern District of New York to employ Hilco
Valuation Services, LLC as inventory valuation consultants, nunc
pro tunc to Sept. 13, 2013.

Hilco Valuation will appraise the inventory of Cengage Learning
Holdings II, LP.  Hilco Valuation will provide to Cengage Learning
a projection of gross and net liquidation value based upon an
orderly liquidation value scenario, which include modeling
12-month seasonal recovery values.  The valuation will be based on
September 2013 month-end inventory detail.

Hilco Valuation plans to address the objectives through analysis
of inventory reports; walkthrough of existing inventory management
reports and systems; and an on-site visit and inspection of
representative distribution center facilities.  As appropriate and
during visits and analysis of the financial and operating data,
Hilco Valuation will conduct management discussions with key
Company executives.

Hilco Valuation seeks compensation for a flat fee of $61,000 for
its valuation and appraisal of the Debtors' inventory.  The firm
also will be reimbursed for reasonable out-of-pocket expenses
incurred.

Ian S. Fredericks, vice president and assistant general counsel
for Hilco Trading, LLC, the parent company of Hilco Valuation,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Court will hold a hearing on the employment application on
Dec. 3, 2013, at 8:30 a.m.  Objections, if any, were due Nov. 21,
2013, at 4:00 p.m.

Hilco Valuation can be reached at:

       Ian S. Fredericks
       HILCO VALUATION SERVICES, LLC
       5 Revere Drive Suite 300
       Northbrook, IL 60062
       Tel: (842) 313-4720
       Fax: (847) 897-0820

                      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.


CHRYSLER GROUP: Postpones IPO to Early 2014
-------------------------------------------
Gilles Castonguay, writing for The Wall Street Journal, reported
that U.S. car maker Chrysler Group LLC has postponed plans for a
market listing until early next year, Fiat SpA, its Italian
parent, said on Nov. 25, adding that it wasn't "practicable" to do
it beforehand.

"The Board of Directors of Chrysler Group LLC LLC?has determined
that it won't be practicable for Chrysler Group LLC to launch and
complete an initial public offering before the end of 2013," said
a statement issued by Fiat, according to the WSJ report.

Sergio Marchionne, chief executive of both car makers, had been
aiming for a listing before the Christmas holidays, the report
related.

"Fiat remains supportive of Chrysler Group LLC's efforts to meet
its contractual obligations to the VEBA, and expects Chrysler
Group LLC to continue working on the necessary steps to enable an
initial public offering to be launched in the first quarter of
2014," said the statement, the report cited.

"No assurance can be given as to whether or when an offering will
be launched as any launch will be subject to market conditions and
other relevant considerations," it added.

                     About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.  Moody's
upgraded the rating from 'B2' to 'B1' in February 2013.  In May
2013, Standard & Poor's Ratings Services affirmed its ratings,
including the 'B+' corporate credit rating, on Chrysler Group.  At
the same time, S&P revised its outlook to positive from stable.


CLI HOLDINGS: Alydian to Seek Sale of Bitcoin-Mining Assets
-----------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Alydian, a three-month-
old startup backed by CoinLab Inc., intends to seek a sale of its
bitcoin-mining assets under a bankruptcy court-approved auction
process.

"Such a sale is the best prospect for maximizing the return to all
creditors," Peter Vessenes, managing director of Bainbridge
Island, Washington-based CLI Holdings Inc., which does business as
Alydian, said in court papers filed Nov. 15, the report related.

CoinLab was founded by Mr. Vessenes, also chairman of the Bitcoin
Foundation, to help nurture bitcoin companies, according to its
website.  It was subpoenaed in August along with 21 other
companies as part of an investigation by New York's Department of
Financial Services into the virtual currency.

Introduced in 2008 by a programmer or group of programmers going
under the name of Satoshi Nakamoto, bitcoin is used to pay for
everything from Gummi bears to smartphones on the Internet.  There
are 12 million bitcoins in circulation, according to
Bitcoincharts, a website that tracks activity across various
exchanges. Bitcoins can potentially reduce banking-transaction
fees, making it an attractive tender for those seeking to trade
via the Web or in stores.

The virtual currency traded at about $745 on Nov. 21, according to
bitcoin exchange MtGox.com.

The value of bitcoins surged after the U.S. Senate Committee on
Homeland Security and Governmental Affairs held hearings last week
during which the Justice Department said they can be a "legal
means of exchange," lending legitimacy and confidence to the
virtual currency.

Alydian aspired to sell equipment, which it would host and
operate, that would "mine" or harvest the virtual currency for
customers.

The company owes about $4.1 million to its 20 largest unsecured
creditors, court papers show. XRay Holdings LLC is owed $3
million, CoinLab is owed $600,000 and Timothy C. Draper is owed
about $250,000. The company doesn't expect any funds to be
available for distribution to unsecured creditors.

Alydian said it was forced into bankruptcy chiefly because it
became harder and harder to mine bitcoins due to the increase in
"miners," which receive bitcoins in exchange for working to help
secure the bitcoin network.

Miners essentially get "lottery tickets" for security work that
give them the chance of getting a "lucky ticket" that entitles
them to bitcoins, according to Vessenes. The more work done, the
more tickets and a greater likelihood of a "winning the lottery
and receiving a bitcoin," he said in court documents. The system
generates a fixed number of bitcoins daily, a process that will
occur until about 2140, he said.

Other factors that drove the company to seek court protection were
its inability to raise an additional capital infusion in the
summer and a lawsuit by Bitvestment LLC in October in the federal
court in New York.

The company said it determined the cost of deploying its system
"has exceeded the value of the bitcoins mined" and due to the
"increase in the bitcoin mining network, under the current
business model, Alydian cannot generate a positive cash flow."

No formal request has been made to the bankruptcy court to seek
approval of a sale process.

                        About CLI Holdings

CLI Holdings, Inc., doing business as Alydian, Inc., sought
bankruptcy protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 13-bk-19746) in Seattle on Nov. 1,
2013.

Alydian is a startup backed by virtual currency "incubator"
CoinLab Inc.  The business began operations on Aug. 7 and was
CoinLab's first portfolio company.  The company listed debt of as
much as $10 million and assets of less than $50,000 in its
bankruptcy petition.

The Debtor is represented by:

         Deirdre Glynn Levin, Esq.
         KELLER ROHRBACK LLP
         1201 Third Avenue #3200
         Seattle, WA 98101
         Tel: 206-623-1900
         E-mail: dglynnlevin@kellerrohrback.com


CLOVIS PRINCE: 5th Circ. Affirms Conviction of $14M Bank Fraudster
------------------------------------------------------------------
Law360 reported that the Fifth Circuit on Nov. 22 upheld the
conviction of former cell tower development manager Clovis Prince
for a scheme to defraud several banks of $13.6 million and related
bankruptcy fraud, saying he had not shown any government
misconduct in his trial.

According to the report, in an unpublished decision, the three-
judge panel confirmed Prince's conviction, finding that he had not
properly backed his claims of evidentiary misconduct by
prosecutors in his fraud trial.

"[Prince's] conclusional allegations are insufficient to warrant
relief," the panel said, the report cited.


COMMSCOPE INC: S&P Assigns 'BB+' Rating to Proposed Term Loans
--------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB-' rating on CommScope
reflects the company's "fair" business risk profile and
"aggressive" financial risk profile.  The business risk profile is
based on CommScope's meaningful market share and favorable long-
term demand fundamentals in its selected end markets and good
geographic diversity, but also its limited revenue visibility in a
cyclical operating environment and exposure to volatile raw
material pricing.  The financial risk profile acknowledges the
company's strong free operating cash flow (FOCF) generation
capabilities and adequate liquidity, but also its potential for
volatile FOCF in times of macroeconomic stress and its moderately
acquisitive growth strategy.

Standard & Poor's has reviewed its ratings on CommScope Holding
Co. Inc. and CommScope Inc., which it labeled as "under criteria
observation" (UCO) after the publishing of its revised corporate
criteria on Nov. 19, 2013.  Standard & Poor's expedited the review
of its ratings on CommScope because of the company's announced
debt issue.  With S&P's criteria review of CommScope complete, it
has confirmed that its ratings on this issuer are unaffected by
the criteria changes.

RATINGS LIST

CommScope Inc.
Corporate Credit Rating                  BB-/Stable/--

New Rating

CommScope Inc.
Senior Secured
$450 mil. 1st lien term loan B due 2017  BB+
  Recovery Rating                         1
$425 mil. 1st lien term loan B due 2018  BB+
  Recovery Rating                         1


CONTINENTAL BLDG: Moody's Cuts Corp. Family Rating to B3
--------------------------------------------------------
Moody's Investors Service downgraded Continental Building Products
LLC's Corporate Family Rating to B3 from B2, and its Probability
of Default Rating to B3-PD from B2-PD. In a related rating action,
Moody's downgraded the company's first lien secured bank facility
to B2 from B1, and its second lien bank credit facility to Caa2
from Caa1. These rating actions result from Continental's intent
to pay shareholders a cash dividend in the amount of $130 million,
funded entirely with debt. The rating outlook is stable.

The following ratings/assessments were affected by this action:

Corporate Family Rating downgraded to B3 from B2;

Probability Default Rating downgraded to B3-PD from B2-PD;

First Lien Sr. Sec. RCF due 2018 downgraded to B2 (LGD3, 37%) from
B1 (LGD3, 37%);

First Lien Sr. Sec. Term Loan due 2020 downgraded to B2 (LGD3,
37%) from B1 (LGD3, 37%);

Second Lien Sr. Sec. Term Loan due 2021 downgraded to Caa2 (LGD5,
88%) from Caa1 (LGD5, 87%).

Ratings Rationale:

The downgrade of Continental's Corporate Family Rating to B3 from
B2 and its Probability of Default Rating to B3-PD from B2-PD
reflects the very aggressive financial strategy exhibited by Lone
Star Funds. Lone Star Funds, through its affiliates, is the
primary owner of Continental, and is directing the company to pay
a special cash dividend of approximately $130 million. The company
is financing this dividend with $130 million in debt by upsizing
both of its term loans. In aggregate, the term loans are
increasing by 30% to $570 million. Further, the dividend
represents about 50% of the initial cash equity used by Lone Star
Funds to acquire Continental, the entity formed to acquire the
gypsum assets from LaFarge North America, Inc., less than three
months ago. A large dividend is a scenario Moody's previously
indicated could pressure the company's ratings.

The increase in debt also will result in deterioration of key
credit metrics and higher debt service requirements. On a pro-
forma basis for last 12 months through September 30, 2013, debt-
to-EBITDA will increase to about 6.5x from 5.3x. Interest coverage
defined as EBITA-to-interest expense will be around 1.75x, which
is characteristic of lower rated entities (all ratios incorporate
Moody's standard adjustments and add-backs for one-time expenses).
Continental's small size based on revenues and absolute EBITA
levels relative to other rated manufacturing and wallboard
companies leaves less cushion for earnings variability, especially
given the potential volatility in the US construction markets.

Providing some offset to Continental's leveraged capital structure
and the other ratings constraints is Moody's expectation that the
company will continue to benefit from the sustained rebound in
repair and remodeling activity, as well as new home construction,
key drivers of Continental's revenues. Moody's anticipates
Continental's operating margins will improve from a combination of
higher volumes, increased pricing, the success of its LiftLite
wallboard and other new products, and ongoing cost reduction
initiatives.

Continental's stable rating outlook reflects Moody's projections
that its debt credit metrics will be in line with its B3 Corporate
Family Rating. Further, the company's ability to generate free
cash flow and the lack of significant near-term maturities give
Continental financial flexibility to support growth initiatives.

The lowering of Continental's first lien senior secured bank
credit facility to B2 from B1 and its second lien senior secured
term loan due 2021 to Caa2 from Caa1 result from the downgrade of
the company's corporate family rating.

Positive rating actions could ensue if Continental benefits from
strengthening end markets, resulting in more robust credit
metrics, including higher operating earnings and improved free
cash flow generation. Operating performance that results in EBITA-
to-interest expense sustained above 2.5x, or debt-to-EBITDA
sustained below 5.5x (all ratios incorporate Moody's standard
adjustments) then positive rating actions could be considered.
Also, a significant amount of permanent debt reductions and an
improved liquidity profile would also support upward rating
pressures.

Negative rating actions could occur if Continental's operating
performance falls below Moody's expectations or if the company
experiences a weakening in financial performance due to a decline
in demand for its products. EBITA-to-interest expense remaining
below 1.25x or debt-to-EBITDA sustained above 6.0x (all ratios
incorporate Moody's standard adjustments) could pressure the
ratings. A deteriorating liquidity profile, debt-financed
acquisitions or large dividends could stress the ratings as well.

Continental Building Products LLC, headquartered in Reston, VA,
manufactures gypsum wallboard and related products for use in
residential and commercial construction, as well as for repair and
remodeling applications. It operates in the Eastern United States
and Eastern Canada. Lone Star Funds, through its affiliates, is
the primary owner of Continental. Revenues for the twelve months
through September 30, 2013 totaled approximately $375 million.


CRAVEN PROPERTIES: Bankruptcy Case Now Under Chapter 7
------------------------------------------------------
Craven Properties LP is now undergoing Chapter 7 liquidation after
the bankruptcy judge entered an order converting the bankruptcy
case.

The United States Trustee moved to convert the bankruptcy case
from Chapter 11 to Chapter 7.  The U.S. Trustee said that although
the case has been pending for almost a year, the Debtor has not
proposed a plan of reorganization, and it is apparent from its
monthly operating reports filed in the case that it does not have
the ability to fund a confirmable plan of reorganization.

"[The] Debtor and its officers and agents shall cooperate with the
appointed chapter 7 trustee and turn over to said trustee all
records and property of the estate in their possession or control
as directed by the trustee," Judge Robert E. Brizendine said in
the order.

The judge required the Debtor to submit a schedule of all unpaid
debts, a final report and account and its outstanding monthly
operating reports.  The Debtor also set a deadline for
professionals to file an application for compensation and
reimbursement of expenses for services rendered in connection with
the administration of the chapter 11 case.

Craven Properties, L.P., a single asset real estate, filed a
Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-23082) in its
hometown in Gainesville, Georgia, on Aug. 31, 2012.  Judge Robert
Brizendine presides over the case.  John J. McManus, Esq., at John
J. McManus & Associates, P.C., serves as counsel.  Billy J. Craven
signed the petition.  In its amended schedules, the Debtor
disclosed $20,028,429 in assets and $3,872,671 in liabilities as
of the Petition Date.


CRC HEALTH: Moody's Rates $50MM Add-on Sr. Secured Term Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to CRC Health
Corporation's $50 million add-on senior secured term loan B-4 and
affirmed the B1 rating on CRC's existing credit facilities and the
Caa1 rating on the company's senior subordinated notes. At the
same time, Moody's affirmed CRC Health's B3 Corporate Family
Rating, B3-PD Probability of Default Rating, and Speculative Grade
Liquidity Rating of SGL-3. The rating outlook is stable.

On November 14, 2013, CRC Health announced that it had signed a
definitive agreement to acquire the outstanding capital stock of
an undisclosed privately held drug and alcohol treatment company
for a cash purchase price of approximately $58 million. The
proceeds from the add-on term loan, along with cash and revolver
borrowings will be used to consummate the acquisition and pay
transaction fees and expenses.

Following is a summary of Moody's rating actions:

CRC Health Corporation:

Rating assigned:

$50 million senior secured term loan B-4, B1 (LGD 2, 26%)

Ratings affirmed/LGD assessments revised:

B3 Corporate Family Rating

B3-PD Probability of Default Rating

$63 million senior secured revolving credit facility at B1 (LGD 2,
26%)

$309 million senior secured term loan at B1 (LGD 2, 26%)

$88 million senior secured term loan B-3 at B1 (LGD 2, 26%)

$176 million senior subordinated notes, to Caa1 (LGD 5, 74%) from
Caa1 (LGD 5, 77%)

Speculative Grade Liquidity Rating of SGL-3

The rating outlook is stable.

Rating Rationale:

CRC's B3 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with very high financial
leverage and modest interest coverage, as ongoing operating and
economic pressures in the youth and weight management businesses
impede improvements in credit metrics. In addition, the ratings
reflect Moody's expectation that liquidity will remain adequate
and further debt repayment will be minimal over the next twelve
months. Moody's acknowledges the progress the company has made in
reducing costs through its restructuring efforts. However, the
company had experienced a setback with the closing of its New Life
Lodge facility that impacted CRC's revenue base and delayed
anticipated improvements in the credit profile of the company. The
rating benefits from the company's scale and strong market
position within a highly fragmented industry.

The stable outlook reflects Moody's expectation that the company
will continue to benefit over the near term from the reduction of
its cost base and continue to generate positive free cash flow.
While Moody's expects deleveraging to remain limited over the next
12 to 18 months, the stable outlook incorporates Moody's
expectation that CRC's organic revenue growth will be partially
driven by improved growth at New Life Lodge. The stable outlook
also incorporates Moody's expectation that the company will
maintain an adequate liquidity profile.

The ratings could be downgraded if the company experiences further
operational pressures resulting in declines in revenue and EBITDA,
or if operating margins deteriorate. Moody's could also downgrade
the rating if the company's liquidity profile weakens, either
through declining cash flow or limited revolver availability. In
addition, the ratings could be lowered if the company engages in
material debt-financed acquisitions or faces an adverse outcome
related to legal or regulatory proceedings requiring a cash
settlement.

While an upgrade is unlikely in the near-term, Moody's would
consider upgrading the ratings if the company generates positive
growth in revenue and EBITDA, and reduces leverage to below 6
times.

Headquartered in Cupertino, California, CRC Health Corporation
("CRC") is a wholly owned subsidiary of CRC Health Group, Inc.
CRC's Recovery division provides treatment services to patients
suffering from chronic addiction diseases and related behavioral
disorders. The company's Youth division provides therapeutic
educational programs for adolescents through services ranging from
short-term intervention programs to longer-term residential
treatment. The Weight Management division provides treatment
services for weight management and eating disorders, which are
treated through a combination of medical, psychological, and
social treatment programs. CRC Health is owned by private equity
sponsor Bain Capital Partners, LLC. For the twelve months ended
September 30, 2013, the company generated revenues of
approximately $440 million.


DEBORAH HEART: Moody's Confirms B1 Rating on $18.9MM Bonds
----------------------------------------------------------
Moody's Investors Service has confirmed the B1 rating assigned to
Deborah Heart and Lung Center's (DHLC) $18.9 million of
outstanding bonds issued by New Jersey Health Care Facilities
Financing Authority. The outlook is negative. This action
concludes the review for downgrade initiated on August 12, 2013.
The confirmation reflects DHLC's liquidity position which should
more than adequately cover a proposed legal settlement with the
Internal Revenue Service (IRS), should the IRS agree to the
settlement.

Summary Rating Rationale:

The confirmation of the B1 rating reflects Moody's belief that
DHLC has sufficient liquidity to absorb a proposed settlement with
the IRS regarding a determination of taxability. The confirmation
also reflects overall stability in financial performance over the
past three years requiring lower subsidies from The Deborah
Hospital Foundation, following a longer-term history of larger
losses and greater subsidies. The negative outlook reflects the
growing financial pressures that Moody's believes may impair
future financial performance given DHLC's high exposure to
Medicare and concentration in cardiology services, as well as the
uncertainty surrounding the IRS' determination of taxability
should the proposed settlement not be agreed upon. The
determination of taxability could result in a legal settlement
with the IRS, which Moody's would expect to have minimal impact on
Deborah's balance sheet position, although a longer term legal
challenge could occur over the next few years should a settlement
not be reached.

Strengths:

- DHLC has demonstrated improvement in year-to-date financial
   performance through September 30, 2013 with an operating cash
   flow margin of 4.1%, compared to 2.8% in the prior year
   comparable period, due to expense management and strategic
   initiatives that have resulted in additional revenue.

- Deborah has maintained the combined cash position of the Center
   and the Foundation with $27.5 million in unrestricted cash and
   investments at the end of FY 2012, slightly down from $25.5
   million at the end of FY 2011. Cash held relatively steady at
   $26.8 million as of September 30, 2013. Cash-to-debt of 118% is
   above average for speculative grade ratings and reflects DHLC's
   low debt burden of 16% debt to revenues (compared to national
   median of 38%).

- DHLC has an all fixed rate debt structure with a debt service
   reserve fund. Management reports no near-term plans for
   additional debt.

- An Irrevocable Subsidy Agreement from the Deborah Hospital
   Foundation has historically subsidized operating losses at the
   Center.

Challenges:

- Uncertainty is present regarding an IRS determination of
   taxability, although the proposed amount Deborah has offered as
   a settlement to the IRS would not result in a material impact
   to the organization's liquidity position. If, however, the IRS
   does not accept the proposed settlement an ongoing legal
   challenge could take place for the next several years with
   associated legal expenses.

- DHLC experienced a material decline in inpatient admissions due
   to the shift to observation and same day care stays in YTD FY
   2013. Year-to-date inpatient volumes declined by 13%.

- The medical center has a high exposure to Medicare (60%,
   compared to median of 44%), given the hospital's specialized
   focus on cardiology, which could result in reimbursement
   declines and low revenue growth for the organization.

- DHLC saw an increase in its unfunded pension liability to $23.7
   million in FY 2012 due to a lower discount rate and asset
   returns. Cash to comprehensive debt declines to a moderate 56%
   when including pension liability. Management anticipates that
   as discount rates rise, the unfunded liability at FYE 2013
   should be reduced materially.

Outlook:

The negative outlook reflects the uncertainty regarding the
resolution of the IRS determination of taxability, the center's
small size, concentrated service array, high Medicare exposure and
reliance on fundraising to subsidize losses on clinical
operations.

What Could Make the Rating Go Up:

Unlikely given the negative outlook, a rating upgrade would
require material improvement in financial performance that is tied
to favorable revenue growth and diversification, improvement in
patient volumes, and growth in unrestricted cash and investments.

What Could Make the Rating Go Down:

A downgrade could occur if DHLC is faced with an ongoing legal
challenge with the IRS that results in a reduction in liquidity
beyond the proposed settlement amount. A downgrade could also
occur should DHLC experience erosion in financial performance,
reduction in liquidity position, or further patient volume
declines.


DEL MONTE FOODS: Moody's Says Ratings Unaffected by Debt Upsize
---------------------------------------------------------------
Moody's Investors Service, Inc. said that the decision by Del
Monte Foods Inc. to shift $40 million of its proposed acquisition
financing to debt from equity does not affect its previously
assigned ratings, including a B2 Corporate Family Rating, a B2
rating on the secured first-lien term loan and a Caa1 rating on
the secured second-lien term loan. The rating outlook is stable.

Del Monte Foods, a newly-formed subsidiary of Philippines-based
Del Monte Pacific Limited, is in the process of raising financing
to acquire the consumer products business of unaffiliated San
Francisco-based Del Monte Corporation for $1.7 billion. The
company has amended its originally proposed financing to increase
the proposed size of the B2-rated first-lien term loan by $60
million -- to $710 million from $650 million -- and reduce the
proposed size of the Caa1-rated second-lien term loan by $20
million -- to $260 million from $280 million. Correspondingly, Del
Monte Pacific Limited will reduce the amount of cash equity it
will contribute to the transaction by $40 million to about $710
million.

In addition, the proposed pricing terms on each of the term loans
improved by 50 basis points. Proforma leverage will be slightly
higher, but will remain around 6 times at close.

Rating Rationale:

The B2 rating reflects Del Monte Foods's high proforma financial
leverage along with declining sales volumes and heavy price
competition in the core US packaged fruit and vegetable
categories. The rating is supported by the strength of the Del
Monte brand that holds a leading share in these categories.
Another key rating consideration is the indirect controlling
ownership by the Campos family that Moody's expects to be a
conservative influence on financial policy. The rating is also
supported by the company's solid liquidity profile that Moody's
expects to include positive free cash flow, abundant availability
under the ABL, and the "covenant-lite" structure of the proposed
bank term loans.

Del Monte Foods will be challenged to turn around several years of
declining volumes in the canned fruit and vegetable businesses
reflecting a growing preference among consumers for fresh produce.
In addition, heavy competition, including a large private label
presence in these categories has limited pricing power and
pressured margins.

Del Monte Foods's ratings could be downgraded if debt/EBITDA is
sustained above 7.5 times or liquidity deteriorates materially.
Conversely, the ratings could be upgraded if the company is able
to strengthen core operating performance and debt/EBITDA is
sustained below 5 times.


DETROIT, MI: Pays Law Firms, Professionals Almost $23MM so Far
--------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Detroit paid attorneys,
consultants and other professionals working on the city's
bankruptcy about $22.8 million through Oct. 1, according to an e-
mail from a spokesman for Kevyn Orr, the city's emergency
financial manager.

According to the report, Jones Day, the lead law firm for the
record Chapter 9 bankruptcy, has received about $11 million so
far, and its fees are capped at $18 million, the spokesman, Bill
Nowling, said in an e-mail on Nov. 20. Conway Mackenzie Inc., a
restructuring firm working on the bankruptcy, got about $4.6
million from its capped total of $19.3 million.

Detroit filed the biggest municipal bankruptcy in U.S. history in
July, saying it couldn't repay all of its $18 billion in debt and
still provide basic services.

Accounting firm Ernst & Young LLP has received about $4.2 million
from its contract, capped at $8 million, and Plante Moran PLLC has
been paid about $1.5 million of its $3.97 million allowance.
Investment bank Miller Buckfire & Co. has received about $1.2
million of its capped $8 million.

The city is awaiting a ruling from U.S. Bankruptcy Judge Steven
Rhodes on whether it's eligible for bankruptcy protection under
the Bankruptcy Code's Chapter 9, which covers municipalities.

Under Chapter 9, Judge Rhodes must find that the city either tried
to reach a deal before seeking court protection with creditors,
including unions and retirees that oppose the bankruptcy effort,
or that talks were impractical.

To remain in bankruptcy, the city must convince Judge Rhodes that
it's insolvent, that it's entitled under state law to file for
bankruptcy, that it tried to negotiate with creditors or was
unable to do so, and that it intends to file a plan to adjust its
debts.

                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DETROIT, MI: Emergency Manager, Mayor-Elect Agree on Naming CFO
---------------------------------------------------------------
Reuters reported that Detroit's state-appointed emergency manager
and its mayor-elect announced the appointment on Nov. 21 of a new
chief financial officer for the cash-strapped city, with the joint
action signaling a change from previously estranged relations
between the emergency manager's office and city government.

According to the report, John Hill, the former chief executive
officer of a business-backed civic group for Washington, D.C., was
tapped to lead Detroit's finance department and work on the city's
restructuring team, according to the announcement by Emergency
Manager Kevyn Orr and Mayor-elect Mike Duggan.

Hill, a certified public accountant, headed Washington's Federal
City Council from 2004 to 2012, the report related.  He previously
served as executive director of that city's Financial Control
Board, which was created by Congress in 1994 to take over the U.S.
capital city's finances and budget.

"John Hill brings a wealth of municipal finance and restructuring
experience to Detroit," Orr said in a statement, the report cited.
"John's similar service in our nation's capital will help move
Detroit forward."

Detroit, which filed the biggest municipal bankruptcy in U.S.
history on July 18, is currently awaiting a ruling from a U.S.
judge on whether it meets eligibility requirements to remain in
federal court to work out a plan to deal with more than $18
billion of debt and other obligations, the report further related.
Prior to the bankruptcy filing, Orr, a former corporate bankruptcy
attorney, was selected by Michigan's governor to run the state's
biggest city.


                  About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.


DETROIT, MI: Moody's Confirms B1 Rating on Senior Lien Sewer Bonds
------------------------------------------------------------------
Moody's Investors Service has confirmed the City of Detroit's (MI)
Sewer Enterprise ratings at B1 for the senior lien bonds and B2
for the second lien bonds. The outlook for the ratings is
negative.

Concurrently, Moody's has also confirmed the city's (MI) Water
Enterprise ratings at B1 for the senior lien bonds and B2 for the
second lien bonds; the city's General Obligation (GO) rating at
Caa3; the city's Ca General Obligation Limited Tax (GOLT) and
Certificate of Participation (COP) ratings at Ca; and all the
ratings on the city's outstanding bonds backed by Distributable
State Aid payments. Distributable State Aid bond rating
confirmations include the Aa3 rating on the Distributable State
Aid General Obligation (Limited Tax) Bonds, Series 2010; the A1
rating on the Local Government Loan Program Revenue Bonds (City of
Detroit Unlimited Tax General Obligation -- Second Lien), Series
2010E; and the A3 rating on the Local Government Loan Program
Revenue Loan Bonds (City of Detroit Limited Tax General Obligation
-- Third Lien), Series 2012C.

Summary Rating Rationale:

The ratings were originally placed under review after the
Emergency Manager released his Proposal to Creditors on June 14,
2013. The review for downgrade was focused on whether a negotiated
settlement was likely amongst parties or if a bankruptcy filing
was imminent. Subsequent to Moody's placement of the ratings on
review, the city filed a petition on July 18, 2013 seeking federal
bankruptcy protection under Chapter 9. That petition is currently
before US Bankruptcy Judge Stephen Rhodes, who will determine
whether the city may proceed under Chapter 9 bankruptcy
protection.

Confirmation of the senior and second lien ratings at B1 and B2,
respectively, is based on the ongoing heightened repayment risk
facing bondholders as the city continues through the Chapter 9
bankruptcy process. While the bankruptcy filing has yet to delay
debt service payments or significantly disrupt operations, the
possibility of a distressed exchange remains a risk based on
statements made in the EM's proposal to create a new authority to
oversee the operations of the disposal system.

The outlook for the ratings is negative given that ultimate
recovery for bondholders is still unknown as the city continues
through the Chapter 9 bankruptcy process. The negative outlook
reflects uncertainty with respect to ongoing negotiations with
creditors and the city's proposed Plan of Adjustment should it be
deemed eligible to proceed under Chapter 9. The city has also been
exploring the possibility of creating a separate authority to
govern its water and sewer system, which could potentially result
in a distressed exchange, particularly as proposed in the EM's
Proposal to Creditors. Moody's rating and outlook incorporate both
the potential for the court to deem the city eligible for
bankruptcy and possible risks even if the city were deemed
ineligible at this time.

Strengths:

-- Large metropolitan service area, providing treatment and
   disposal services to 30% of State of Michigan (GO rated
   Aa2/positive) residents

-- New management team focusing on optimization plans and federal
   court orders implementing additional operational autonomy from
   the City of Detroit (GO rated Caa3/negative)

-- Closed loop system that prevents diversion of sewage disposal
   system revenue to the general operations of Detroit

Challenges:

-- Leveraged system with remaining capital needs that are
   currently being assessed

-- New competition coming online that may attract current
   customers away from DWSD

-- Ongoing discussions to create a separate authority, which may
   also involve a distressed exchange proposal for existing
   bondholders

Outlook:

The negative outlook reflects the fact that ultimate recovery for
bondholders is unknown as the city continues through the Chapter 9
bankruptcy process. The outlook also contemplates pending outcomes
with respect to ongoing negotiations with creditors and review of
the city's proposed Plan of Adjustment should the city be deemed
eligible to proceed under Chapter 9, as well as any change to
governance and debt structure that could occur with the
implementation of a new authority.

What could change the ratings UP (or removal of the negative
outlook):

-- Elimination of distressed exchange risk associated with new
    authority proposal

-- Continued payment of debt service payments on time and in full

-- Long term stabilization of usage trends

-- Sustained improvement in debt service coverage

-- Elimination of the system's exposure to the city's Chapter 9
    proceedings

What could change the ratings DOWN:

-- Delayed or reduced debt service payments

-- Continued declines in volume trends that materially impact
    operating revenues

-- Failure to continue implementing future rate increases/reduce
    operating expenditures needed to maintain satisfactory debt
    service coverage

-- Increase in capital needs that substantially leverage the
    system and/or reduce liquidity


DETROIT, MI: Moody's Confirms B1 Rating on Senior Lien Water Bonds
------------------------------------------------------------------
Moody's Investors Service has confirmed the City of Detroit's (MI)
Water Enterprise ratings at B1 for the senior lien bonds and B2
for the second lien bonds. The outlook for the ratings is
negative.

Concurrently, Moody's has also confirmed the city's Sewer
Enterprise ratings at B1 for the senior lien bonds and B2 for the
second lien bonds; the General Obligation (GO) rating at Caa3; the
General Obligation Limited Tax (GOLT) and Certificate of
Participation (COP) ratings at Ca; and all the ratings on the
city's outstanding bonds backed by Distributable State Aid
payments. Distributable State Aid bond rating confirmations
include the Aa3 rating on the Distributable State Aid General
Obligation (Limited Tax) Bonds, Series 2010; the A1 rating on the
Local Government Loan Program Revenue Bonds (City of Detroit
Unlimited Tax General Obligation -- Second Lien), Series 2010E;
and the A3 rating on the Local Government Loan Program Revenue
Loan Bonds (City of Detroit Limited Tax General Obligation --
Third Lien), Series 2012C.

Summary Rating Rationale:

The ratings were originally placed under review after the
Emergency Manager released his Proposal to Creditors on June 14,
2013. The review for downgrade was focused on whether a negotiated
settlement was likely amongst parties or if a bankruptcy filing
was imminent. Subsequent to Moody's placement of the ratings on
review, the city filed a petition on July 18, 2013 seeking federal
bankruptcy protection under Chapter 9. That petition is currently
before US Bankruptcy Judge Stephen Rhodes, who will determine
whether the city may proceed under Chapter 9 bankruptcy
protection.

Confirmation of the senior and second lien ratings at B1 and B2,
respectively, is based on the ongoing heightened repayment risk
facing bondholders as the city continues through the Chapter 9
bankruptcy process. While the bankruptcy filing has yet to delay
debt service payments or significantly disrupt operations, the
possibility of a distressed exchange remains a risk based on
statements made in the EM's proposal to create a new authority to
oversee the operations of the supply system.

The outlook for the ratings is negative given that ultimate
recovery for bondholders is still unknown as the city continues
through the Chapter 9 bankruptcy process. The negative outlook
reflects uncertainty with respect to ongoing negotiations with
creditors and the city's proposed Plan of Adjustment should it be
deemed eligible to proceed under Chapter 9. The city has also been
exploring the possibility of creating a separate authority to
govern its water and sewer system, which could potentially result
in a distressed exchange, particularly as proposed in the EM's
Proposal to Creditors. Moody's rating and outlook incorporate both
the potential for the court to deem the city eligible for
bankruptcy and possible risks even if the city were deemed
ineligible at this time.

Strengths:

-- Large metropolitan service area, providing service to 43% of
    State of Michigan (GO rated Aa2/positive) residents

-- Ample water supply and system-wide capacity for treatment and
    distribution

-- New management team focusing on optimization plans and federal
    court orders implementing additional operational autonomy from
    the City of Detroit (GO rated Caa3/negative)

-- Closed loop system that prevents diversion of system revenue
    to the general operations of Detroit

Challenges:

-- Leveraged system with remaining capital needs that are
    currently being assessed

-- New competition coming online that may attract current
    customers away from DWSD

-- Ongoing discussions to create a separate authority, which may
    also involve a distressed exchange proposal for existing
    bondholders

Outlook:

The negative outlook reflects the fact that ultimate recovery for
bondholders is still unknown as the city continues through the
Chapter 9 bankruptcy process. The outlook also contemplates
pending outcomes with respect to ongoing negotiations with
creditors and review of the city's proposed Plan of Adjustment
should the city be deemed eligible to proceed under Chapter 9, as
well as any change to governance and debt structure that could
occur with the implementation of a new authority.

What could change the rating UP (or removal of the negative
outlook):

  -- Elimination of distressed exchange risk associated with new
     authority proposal

  -- Elimination of the system's exposure to the city's Chapter 9
     proceedings

  -- Continued payment of debt service payments on time and in
     full

  -- Long term stabilization of usage trends

  -- Sustained improvement in debt service coverage

What could change the rating Down:

  -- Delayed or reduced debt service payments

  -- Continued declines in volume trends that materially impact
     operating revenues

  -- Failure to continue implementing future rate increases/reduce
     operating expenditures needed to maintain satisfactory debt
     service coverage

  -- Increase in capital needs that substantially leverage the
     system and/or reduce liquidity


DETROIT, MI: Moody's Confirms 'Caa3' Gen. Obligation Rating
-----------------------------------------------------------
Moody's Investors Service has confirmed the City of Detroit's (MI)
Caa3 General Obligation (GO) rating, as well as its Ca General
Obligation Limited Tax (GOLT) and Certificate of Participation
(COP) ratings. The outlook for the ratings is negative.

Summary Rating Rationale:

Detroit's ratings had been under review for downgrade since June
when the Emergency Manager (EM) released his Proposal to
Creditors. The focus of the review was on the potential impact
that a negotiated settlement or bankruptcy filing might have on
the various debt security classes. Subsequent to Moody's placement
of the ratings on review, the city filed a petition on July 18,
2013 seeking federal bankruptcy protection under Chapter 9. That
petition is currently before US Bankruptcy Judge Stephen Rhodes,
who will determine whether the city may proceed under Chapter 9
bankruptcy protection.

Confirmation of the city's GO, GOLT and COPs ratings is based on
Moody's assessment of expected recovery for bondholders following
the city's default on these classes of debt. The current ratings
incorporate Moody's estimates of bondholder recovery, which range
from 65%-80% for GOULT securities and 35-65% for GOLT debt and
COPs. Further, Moody's expectation is that while the city
continues to work through the Chapter 9 process, GO, GOLT and COPs
bondholders will not receive scheduled debt service. Moody's
maintains a one notch rating differential between the GOULT and
GOLT bonds based on Moody's analysis of the pledge and the
possible difference in ultimate recovery rates for each security
type.

The negative outlook represents the uncertainties associated with
a municipal bankruptcy, still a rare event. Should the city fail
in its push for eligibility from the bankruptcy court, this event
would create another layer of uncertainty to the process as it is
unclear what recovery bondholders would be entitled to from state
proceedings.

Strengths:

-- State appointed receiver with significant statutory authority
    for oversight of the city's finances and operations.

-- Escrowed bond proceeds available following successful
    completion of the MFA financing deal

Challenges:

-- Defaulted GO, GOLT and COPs debt service payments, with
    delinquencies expected to continue as the city continues to
    negotiate with creditors

-- Weak liquidity profile, requiring active cash flow management
    techniques, including debt refinancing, to meet operating
    needs

-- Continued turn over in key management positions

-- Potential termination payment due for swap agreements issued
    in conjunction with Certificates of Participation

Outlook:

A negative outlook has been assigned pending outcomes of ongoing
negotiations with creditors, and also pending review of the city's
proposed Plan of Adjustment should it be deemed eligible to
proceed under Chapter 9. Another less-likely scenario is that the
city is not eligible to proceed under Chapter 9. This adds another
layer of uncertainty to the process as it is unclear how
bondholders would be impacted by a declaration of ineligibility.
However, the current rating action encompasses both possibilities.

What Could Change the Ratings UP (or removal of the negative
outlook):

-- Material operating surpluses, achieved through structurally
    balanced financial results that will carry forward to future
    fiscal years

-- A material improvement in the city's unrestricted cash and
    investment position such that the city continues to be less
    dependent on cash flow borrowing

-- Resumption of debt service payments to bondholders

What Could Change the Ratings DOWN:

-- Revenue challenges that continue to exceed expenditure (and
    alternate revenue) solutions

-- Continued operating deficits leading to heightened cash-flow
    weakness

-- Further increase of the city's debt leverage

-- Elimination of legislative authority for state
    oversight/assistance


DIGITAL DOMAIN: Forbearance Period Under DIP Loan Expires Nov. 29
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Nov. 8, 2013, an eighth amendment to the final order authorizing
DDMG Estate, f/k/a as Digital Domain Media Group, Inc., and its
debtor-affiliates, to obtain postpetition financing, entered on
Nov. 7, 2012.

The Final DIP Order is amended, as follows:

Nothwithstanding the occurrence of a Termination Event, the
expiration of the Remedies Notice Period and the termination of
the automatic stay under section 362(a) to allow the DIP Agent to
exercise any and all default remedies, the DIP Agent and DIP
Lenders shall forbear from exercising their remedies under the
Final DIP Order, DIP Term Sheet Documentation and applicable
bankruptcy law and nonbankruptcy law through and until the earlier
of (i) Nov. 29, 2013, or (ii) the occurrence of a Termination
Event (other than the occurrence of the Maturity Date) (the
"Forbearance Period").

During the Forbearance Period, the Debtors may incur indebtedness
and use Cash Collateral in accordance with the terms and
conditions of the Final DIP Order, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth
Amendment, the Sixth Amendment, and the Seventh Amendment, which
shall remain in full force and effect, except as specifically
amended or modified by this order.

A copy of the Approved Revised Budget is available for free at
http://bankrupt.com/misc/digitaldomain.doc1071-1.pdf

                      About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The Company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DREIER LLP: Creditors File 6 Suits Over Unpaid Bills
----------------------------------------------------
Law360 reported that the unsecured creditors' committee of defunct
law firm Dreier LLP filed six adversary suits in New York
bankruptcy court on Nov. 22, in an attempt to claim some $426,000
in unpaid bills for legal services performed while the firm was
still afloat.

According to the report, in a flurry of filings on the evening of
Nov. 22, the creditors filed six near-identical adversarial suits
against former clients that, the creditors alleged, didn't pay the
bills for legal services the firm's lawyers performed.

Named in the suits are entertainment entrepreneur David Engelke
and Solid State Logic Inc., the report said.


                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier
pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DUNLAP OIL: Set for Conversion Hearing After Plan Rejected
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dunlap Oil Co.'s reorganization plan was rejected
last week by the U.S. Bankruptcy Court in Tucson, Arizona, and a
hearing will be held Dec. 12 for the bankruptcy judge to consider
converting the case to liquidation in Chapter 7.

According to the report, the court is also allowing secured
creditors to foreclose on the Wilcox, Arizona-based gasoline
supplier.

Dunlap operated retail outlets while supplying gasoline to Texaco
and Chevron stations in the state. When the bankruptcy began in
October 2012, the primary secured creditors were Canyon Community
Bank, with a claim of about $6.28 million, and Compass Bank, owed
about $5.44 million.

               About Dunlap Oil and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

The Hon. Brenda Moody Whinery presides over the case.  John R.
Clemency, Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy,
P.A., serve as the Debtors' counsel.  Peritus Commercial Finance
LLC serves as financial advisor.  Quail Hollow Inn also hired
Sally M. Darcy of McEvoy Daniels & Darcy P.C. for the limited
purpose of handling any claims, issues, and/or disputes between
QHI and Best Western International, Inc.  The Debtors' lead
counsel, Gallagher & Kennedy, P.A., has a conflict precluding its
representation of the Debtor in matters relating to Best Western.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.
The Committee tapped Nussbaum Gillis & Dinner, P.C. as its
counsel.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.

Canyon Community Bank NA is represented by Pat P. Lopez III, Esq.,
Rebecca K. O'Brien, Esq., and Jeffrey G. Baxter, Esq., at Rusing
Lopez & Lizardi, P.L.L.C.


EMPIRE DIE: Has Final OK to Obtain Up to $6-Mil. in DIP Loans
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
entered, on Nov. 6, 2013, a final order authorizing Empire Die
Casting Co., Inc., to obtain secured postpetition financing of up
to $6.0 million from FirstMerit Bank, N.A.

The maturity date of the Revolving Facility will be the earliest
to occur of (a) Dec. 31, 2013, (b) the effective date of a sale of
all or substantially all of the Debtor's assets or business
pursuant to Section 363 of the Bankruptcy Code, and (c) the
occurrence of a Termination Event.

The Non-Default Interest Rate is 8% p.a.  The Default Interest
Rate is the applicable rate plus 5% p.a.  A commitment fee of
$80,000 will be charged.

The Debtor is also authorized to use cash collateral of its
prepetition lender.

A copy of the Final DIP Financing Order is available at:

            http://bankrupt.com/misc/empiredie.doc81.pdf

                         About Empire Die

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

The petition was signed by Robert Hopkins, president.


ENERGY FUTURE: Fidelity Investments Divide Shows Debt Knot
----------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that a delegate from
Fidelity Investments was absent as Energy Future Holdings Corp.'s
board met last month to plan for bankruptcy, while representatives
of every other influential creditor from Apollo Global Management
LLC to Oaktree Capital Group LLC filed into a New York law office,
according to two people with knowledge of the discussions.

According to the report, Fidelity, the second-biggest mutual-fund
manager in the U.S., faced a conflict because a strategy
championed by some of its fellow senior lenders had the potential
to wipe out a $500 million investment it also had in the junior
bonds from one of about a half-dozen debt-issuing units of the
power producer.

Fidelity's more than $1 billion stake in Dallas-based Energy
Future's debt illustrates why creditors have failed to agree on a
plan to restructure $43.6 billion of bonds and loans as the target
of the largest leveraged buyout in history veers toward
bankruptcy. Any reorganization of the former TXU Corp. needs to
resolve claims on 75 bonds and loans held by at least 600
creditors, according to data compiled by Bloomberg.

"This capital structure is fraught with problems and that's the
risk that you have investing in it," Peter Thornton, an analyst at
Montpelier, Vermont-based debt researcher KDP Investment Advisors
Inc., said in a telephone interview. "If you think you have
something that can be challenged later by someone else in the
capital structure, you got yourself a problem, and if it's really
complex like TXU, you're not going to know until it's all done
with."

Fidelity owns debt in at least seven parts of Energy Future, data
compiled by Bloomberg show. Because varying levels of seniority in
the holdings determine which creditors are paid first, the Boston-
based firm that oversees $1.9 trillion globally has been left in
the position where any reorganization decision would favor some
assets over others.

            About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

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

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

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.


EWGS INTERMEDIARY: Wins Court Approval of Sale Procedures
---------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Edwin Watts Golf Shops
LLC, which sells golf equipment and clothing online and through 90
U.S. retail stores, won court approval of procedures for a
bankruptcy sale process without having a lead bidder under
contract.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath
granted the company approval to hold an open auction on Dec. 3,
according to court documents filed Nov. 20 in Wilmington,
Delaware. Potential buyers have to submit bids by Dec. 2.

Edwin Watts, based in Fort Walton Beach, Florida, had originally
agreed to sell assets to a joint venture of Hilco Merchant
Resources LLC and GWNE Inc. for about $45 million, according to
court papers.

The company may still designate a prospective purchaser as the so-
called stalking-horse bidder, affording it certain protections and
a break-up fee, to set the floor for other buyers to beat.

Edwin Watts would seek court approval of any sale at a hearing
scheduled for Dec. 5, court papers show.

The company also won approval of a loan of much as $38 million to
fund operations in bankruptcy, according to court documents.

                     About EWGS Intermediary

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


EXIDE TECHNOLOGIES: October Loss Is Half Chapter 11 Expenses
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that battery maker Exide Technologies reported a net loss
of $12.1 million in October, about half attributable to expenses
of the bankruptcy reorganization.

Bloomberg pointed out that the operating report filed with the
U.S. Bankruptcy Court in Delaware shows October revenue of $97.1
million, producing a $201,000 operating loss.

From inception of the Chapter 11 reorganization in June, the
cumulative net loss is $75.3 million on revenue from $453.6
million. Total Chapter 11 costs so far are $37 million.

In October, Exide had $11.3 million in professional costs.  From
the outset of bankruptcy, professional expenses amount to $26.9
million. Exide's principal bankruptcy lawyers so far cost $3.6
million, meaning that the bulk of the expense comes from financial
advisers and investment bankers.

Milton, Georgia-based Exide is in bankruptcy a second time.  The
new bankruptcy resulted from higher costs for lead and the loss of
a large customer.

The 8.625 percent first-lien notes due in 2018 traded at 3:30 p.m.
on Nov. 22 for 75 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority. The bonds are up 34 percent since the last trade before
bankruptcy at 56.672 cents.  The convertible subordinated notes
due in September last traded on Nov. 19 for 17.796 cents on the
dollar, compared with 10.5 cents in the last trade before
bankruptcy.

                    About Exide Technologies

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

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

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.

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

The Debtor disclosed $1.89 billion in assets and $1.14 billion in
liabilities as of March 31, 2013.

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

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


FISKER AUTOMOTIVE: Files Chapter 11 Petition to Facilitate Sale
---------------------------------------------------------------
Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-bk-13087) on Nov. 22, with plans to
sell the business to Hybrid Tech Holdings, LLC.

Fisker Automotive Holdings and debtor-affiliate Fisker Automotive
Inc. disclosed that they have entered into an asset purchase
agreement with Hybrid for the sale of substantially all of its
assets.

Hybrid is the lender under an approximately $170 million loan
secured by first liens on substantially all of Fisker Automotive's
assets.  Hybrid's parent, Hybrid Technology, LLC, purchased the
loan from the U.S. Department of Energy (DoE) after DoE conducted
a robust marketing process and auction.

To facilitate the sale process and provide for orderly
distributions to creditors, Fisker Automotive has voluntarily
filed petitions under Chapter 11 of the U.S. Bankruptcy Code.
Hybrid Technology has committed up to approximately $8 million in
debtor-in-possession (DIP) financing to fund the sale and
Chapter 11 process.

"After having evaluated and pursued all other alternatives, we
believe the sale to Hybrid and the related Chapter 11 process is
the best alternative for maximizing Fisker Automotive's value for
the benefit of all stakeholders," said Marc Beilinson, Fisker
Automotive's Chief Restructuring Officer.  "We believe that the
Fisker Automotive technology and product development capability
will remain a guiding force in the evolution of the automotive
industry under Hybrid's leadership."

                          Sales Slow

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hybrid will buy the business in exchange for $75
million of the secured loan made by the U.S. Department of Energy.

According to the report, founded 2007, Anaheim, California-based
Fisker only sold 1,800 autos at prices ranging from $100,000 and
$120,000. Production halted last year with the bankruptcy of A123
Systems Inc., the sole supplier of the cars' lithium-ion
batteries. The final blow came in October 2012 when Hurricane
Sandy destroyed the entire U.S. inventory of 338 vehicles.

The government had agreed to provide Fisker with $530 million in
loans.  By the time production halted, the government advanced
$192 million and later seized $20 million in cash on account of
defaults.

On Nov. 22, just before the bankruptcy filing, Hybrid Tech
purchased the government loan with a then-outstanding balance of
$165.5 million.  In total, Fisker said it owes $203.2 million for
borrowed money. After the government stopped making loan advances,
Fisker financed the business by raising $500 million in capital.

Fisker blamed financial problems on a two-year delay in bringing
the first cars to market and "negative press" arising from
defective batteries supplied by A123.  The federal loan required
selling 11,000 cars by February 2012.

Fisker filed claims against A123 for $48.7 million on warranties
for batteries already sold and another $91.2 million for damages
arising from termination of the battery-supply contract.  With
court approval, Fisker settled by accepting one approved unsecured
warranty claim for $15 million.

In addition to swapping the assets for $75 million of the
government loan, Hybrid Tech will supply $725,000 in cash for
distribution to creditors under a liquidating Chapter 11 plan and
will waive $4 million of the $8 million it will provide to finance
bankruptcy.

Owed $74 million, an affiliate of Bayerische Motoren Werke AG has
the largest unsecured claim, according to a court filing by
Fisker.

The sale agreement requires court approval by Jan. 6. Hybrid Tech
bought the government loan for $25 million.

                     About Fisker Automotive

Anaheim, Calif.-based Fisker Automotive Inc., is a manufacturer of
plug-in hybrid sports cars.

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

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


FLY LEASING: Moody's Hikes CFR to B1 & Term Loan Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service upgraded FLY Leasing Limited's Corporate
Family Rating to B1 from B2 and upgraded the rating of the
company's secured term loan due 2019 issued by its subsidiary FLY
Funding II S.a r.l to Ba3 from B1. The outlook is stable.

Ratings Rationale:

The ratings upgrade reflects FLY's improved leverage and
profitability. FLY steadily repaid debt since 2011, when leverage
peaked after the company acquired a highly leveraged aircraft
portfolio. The company also raised $170 million of equity in July
2013, further improving leverage measures. Pro-forma for the $105
million term loan add-on closed on 21 November 2013 and BOS debt
restructuring announced on 15 November 2013, the firm's Debt to
Equity measured 2.9x, compared to 5.0x at March 31, 2012. FLY has
also reduced its cost of funding, aiding profitability.

FLY's B1 corporate family rating also reflects the company's
modest competitive positioning in the commercial aircraft leasing
business, fleet composition that includes a high, though declining
percentage of less-in-demand aircraft, and lessee concentration.
FLY's rating is further constrained by the company's high reliance
on wholesale funding as well as predominance of secured debt in
its funding structure. The rating also reflects better alignment
of interests between FLY and its external manager BBAM LP (BBAM),
which has management relationships with other aircraft financiers,
after private equity firm Onex Corporation acquired an ownership
stake in BBAM and made a direct investment in FLY.

The stable outlook reflects Moody's view that the company will
continue to execute on its portfolio overhaul strategy and that
leverage and liquidity will continue to be carefully managed.

Moody's could upgrade FLY's ratings if the company achieves
meaningful funding diversification including reduced reliance on
secured financing.

A funding structure that continues to significantly rely on bank
financing and that effectively encumbers all assets would likely
limit FLY's Corporate Family Rating to the "single B" category.

Factors that could lead to a downgrade include significant
deterioration in the company's leverage, profitability and
liquidity position.


FLINTKOTE COMPANY: Plan Solicitation Exclusivity Expires June 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered on
Nov. 15, 2013, a twenty-sixth order, extending The Flintkote
Company and Flintkote Mines Limited's exclusive period to file a
Chapter 11 Plan for up to an additional five months, from
Nov. 30, 2013, through April 30, 2014.

The Debtors' exclusive right to solicit acceptances of their
Chapter 11 Plan will be extended up to an additional 5 months,
from Jan. 31, 2014, through June 30, 2013.

As reported in the TCR on Jan. 23, 2013, Delaware Bankruptcy Judge
Judith Fitzgerald confirmed the Debtors' Amended Joint Plan of
Reorganization (as modified Nov. 16, 2011).  The U.S. District
Court for the District of Delaware needs to affirm confirmation of
the Plan and the Sec. 524(g) injunction.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

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

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


FLINTKOTE COMPANY: Removal Deadline Extended Until April 30
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered on
Nov. 15, 2013, a twenty-fifth order, extending the time period
provided by Bankruptcy Rule 9027 within which The Flintkote
Company and Flintkote Mines Limited may file notices of removal of
any claim or cause of action in a civil action under Bankruptcy
Rule 9027(a)(2) for up to an additional five months, through the
earlier of (i) April 30, 2014, and (ii) the effective date of the
Debtor's confirmed plan of reorganization.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

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

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


FLORIDA GAMING: Seeks Exclusivity Pending March Sale
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Miami Jai-Alai, the fronton and casino operator,
negotiated an interim settlement with its secured lenders and
would-be purchaser to sell the facility by March 31.

According to the report, in return for the lenders' dropping a
request for appointment of a Chapter 11 trustee, the casino agreed
to a timeline for sale and is allowing a pre-bankruptcy receiver
to continue running the project.

The casino filed papers last week asking the bankruptcy court in
Miami to extend its exclusive right to file a reorganization plan
to April 16. The court will take up the request at a Dec. 11
hearing.

A pivotal issue in the case is whether the lenders are entitled to
a premium of $26.8 million on top of the $90 million in principal.
This month, the casino sued to invalidate the premium.

Lenders include Summit Partners LP and Canyon Value Realization
Fund LP. The casino said they are trying to take ownership through
a "loan to own" scheme.

                        About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.


FONTAINEBLEAU LAS VEGAS: Execs Say Trustee's $3B Suit Won't Fly
---------------------------------------------------------------
Law360 reported that former executives of the failed $2.9 billion
Fontainebleau Las Vegas resort and casino project asked a Florida
bankruptcy judge on Nov. 21 to dismiss the Chapter 7 trustee's $3
billion suit against them, saying the trustee had failed to
properly allege improper behavior.

According to the report, appearing in a hearing before U.S.
Bankruptcy Judge A. Jay Cristol were attorneys for the 11 alleged
insiders of Fontainebleau Resorts LLC, including real estate mogul
and Fontainebleau principal Jeffrey Soffer.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.

Scott L Baena, Esq., at BilzinSumbergBaena Price & Axelrod LLP,
represented the Debtors in their restructuring effort.  Kurtzman
Carson Consulting LLC served as the Debtors' claims agent.
Attorneys at Genovese Joblove& Battista, P.A., and Fox
Rothschild, LLP, represented the Official Committee of Unsecured
Creditors.  Fontainebleau Las Vegas LLC estimated more than
$1 billion in assets and debts, while each of Fontainebleau Las
Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC
estimated less than $50,000 in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.


FORUM ENERGY: Moody's Rates New $100MM Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Forum Energy
Technologies, Inc.'s proposed offering of $100 million senior
unsecured notes. The Ba2 Corporate Family Rating (CFR), Ba2-PD
Probability of Default Rating (PDR), SGL-1 Speculative Grade
Liquidity Rating and stable outlook are not affected by this
action.

The notes will be an add-on to the company's 6.25% senior
unsecured notes due 2021 and will be part of the same series of
debt securities. Proceeds of this debt offering will be used to
reduce amounts outstanding under Forum's revolving credit
facility.

Ratings Assigned:

-- Senior Unsecured Notes Rating, Ba3, LGD-5 (75%)

"The proposed notes offering will add to the long term financing
of Forum's recent acquisitions, while freeing up availability
under its secured revolving credit facility," commented Andrew
Brooks, Moody's Vice President. "We believe the company will seek
additional growth opportunities to further augment the size and
scale of its oilfield equipment manufacturing and supply
operations through the acquisition of complementary businesses,
and expect the company's record of conservative financial policies
and positive cash flow to continue to prevail."

Ratings Rationale:

The Ba3 rating on the company's proposed senior unsecured notes
reflects both the overall probability of default, to which Moody's
assigns a PDR of Ba2-PD, and a loss given default of LGD-5 (75%).
The senior unsecured notes are rated Ba3, one notch beneath its
Ba2 CFR reflecting the contractual subordination of the notes
relative to the company's $600 million senior secured bank credit
facility in accordance with Moody's Loss Given Default
methodology. While Moody's expects free cash flow will be used for
debt reduction, should the secured revolver see consistent levels
of high utilization for acquisition financing, the notes rating
could run the risk of double-notching to B1.

Forum's Ba2 CFR reflects its relatively modest size, although the
broad scope of its product offering and exposure across the energy
value chain helps offset risk through highly cyclical business
conditions closely correlating to capital spending in the oil and
gas production industry. Moreover, the balance in its business mix
between manufactured product and after market consumables helps
stabilize earnings and cash flow. While Forum has achieved a high
rate of growth through acquisitions, it has employed sound
financial policies. The company has low capital spending
requirements and it has consistently generated free cash flow.
Company management is well seasoned, operating under a board of
directors comprised of senior executives with deep industry
backgrounds.

Moody's foresees very good liquidity through 2014, and Moody's has
assigned Forum an SGL-1 Speculative Grade Liquidity Rating.
Proceeds from the notes offering will reduce the $228 million
outstanding balance under Forum's $600 million senior secured
revolving credit facility. The revolver has a scheduled maturity
date of October 2016. With the expectation of continuing positive
free cash flow, supplemented by the liquidity available to the
company under its revolving credit facility, Moody's expects Forum
to require only limited external liquidity for the financing of
future acquisitions, or its underlying business. Forum is expected
to be well in compliance with the three financial covenants
dictated by the revolver.

The outlook is stable based on the balanced mix of Forum's product
offerings, its consistent generation of free operating cash flow
and the modest use of leverage in its capital structure. A rating
downgrade would be considered should the company depart from its
strategy of conservatively financing niche acquisitions such that
debt/EBITDA consistently exceeded 2.5x, and debt/book capital
exceeded 40%. A rating upgrade could be considered as the company
grows EBITDA towards $500 million, presuming this growth continues
to generate a 12% or higher consolidated return on assets
(EBIT/assets) with leverage remaining under the company's stated
goal of 2x net debt/EBITDA.

Headquartered in Houston, Texas, Forum Energy Technologies is a
holding company whose subsidiaries design and manufacture global
oilfield products for the subsea, drilling, completion, production
and infrastructure sectors of the oil and natural gas industry.


FRESH & EASY: US Trustee Balks at $42MM Property Sale Plan
----------------------------------------------------------
Law360 reported that the U.S. Trustee's Office took issue on Nov.
21 with high-end grocery chain Fresh & Easy Neighborhood Market
Inc.'s plan to unload 53 properties to a Fortress Investment Group
LLC unit in a $41.5 million stalking horse sale, arguing the
timeline is much too short to hold a robust auction process.

According to the report, the bankruptcy watchdog contends that the
10 business days until the proposed bid deadline of Dec. 10
doesn't give prospective buyers enough time to do due diligence
investigations of the dozens of properties up for sale.

                       About Fresh & Easy

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

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

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


FRESH & EASY: Surplus Property Auction on for Dec. 12
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fresh & Easy Neighborhood Market Inc. received no
competing bids and was authorized by the bankruptcy court on Nov.
22 to sell about 150 supermarkets plus a production facility in
Riverside, California to Ron Burkle's Yucaipa Cos.

According to the report, the bankruptcy judge in Delaware also
approved procedures for selling the right to transfer leases at
locations Yucaipa isn't buying. In addition, the judge set up an
auction to sell 53 parcels of real property in California, Arizona
and Nevada that aren't being purchased by Yucaipa and aren't
covered by the lease sale.

Bids are due initially for the leases on Dec. 9. The bid deadline
for the real property is Dec. 10. The auctions will take place
Dec. 12, followed by sale-approval hearings on Dec. 19.

                       About Fresh & Easy

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

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

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


FURNITURE BRANDS: Wins Court Approval for $280-Mil. KPS Deal
------------------------------------------------------------
A Delaware bankruptcy judge on Nov. 22 approved the $280 million
sale of Furniture Brands International Inc. to private-equity firm
KPS Capital Partners LP, rejecting an investment fund's objection
that an accelerated sale process had left a rival suitor out in
the cold.

Furniture Brands and KPS expect to complete the transaction in the
next several business days, according to a press release by both
companies.

Ralph Scozzafava, Chairman of the Board and CEO of Furniture
Brands, said: "We congratulate KPS and firmly believe that this
transaction is the best outcome for all of our stakeholders.  KPS
has a long track record of providing companies that have undergone
restructurings with the operational expertise and financial
strength they need to preserve their market leadership as strong
standalone businesses positioned for future growth.  We are quite
pleased that KPS has extended an offer of employment to
substantially all of our employees who will help build a
successful future for Furniture Brands."

On Oct. 3, 2013, KPS was named as the "stalking horse" bidder in
the Court-supervised sales process under Section 363 of the United
States Bankruptcy Code.  KPS also provided Furniture Brands with a
$190 million Debtor-in-Possession financing facility to support
its operations.  In order to maximize the value of the Company's
assets, the agreement between Furniture Brands and KPS allowed for
additional qualified prospective bidders to enter an auction
process, in accordance with procedures established by the Court.
The Court set November 20, 2013 as the deadline for submitting
bids and November 21, 2013 as the date of the auction.

                          Samson Offer?

According to reports, Broadbill Investment Partners LLC, which
holds an equity stake in the furniture maker, argued that a recent
decision to tighten the sale schedule prevented Samson Holding
Ltd. from submitting a competing offer.  Broadbill says that
Samson Holding, a Chinese furniture maker, should have been given
more time to propose a plan.  Samson owns 9.5 percent of Furniture
Brands' common stock.

Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Furniture Brands
canceled a bankruptcy auction planned for Nov. 21 after it
received no other qualified competing bids.

According to Bloomberg News, KPS replaced Oaktree Capital
Management LP as the lead bidder for the proposed auction after
making a superior purchase offer and bankruptcy-financing package
than the biggest distressed-debt investor.

Bloomberg recounts that Furniture Brands entered bankruptcy after
negotiating a deal with Oaktree to sell its assets for about $166
million, according to court documents.  KPS pushed Oaktree to
better its terms at Furniture Brands' first hearing and indicated
it would continue to pursue the furniture maker.  The private-
equity firms each submitted improved proposals, with Oaktree
stopping at $260 million, according to court papers.

KPS said it intends to operate the entire business and virtually
all current employees will be offered jobs.

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engages in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Furniture Brands serves its customers through
some of the best known and most respected brands in the furniture
industry, including Thomasville, Broyhill, Lane, Drexel Heritage,
Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and
LaBarge.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

Furniture Brands' balance sheet at June 29, 2013, showed $546.73
million in total assets against $550.13 million in total
liabilities.

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors' Committee tapped Blank Rome LLP as counsel, Hahn &
Hessen LLP as counsel, BDO Consulting as financial advisor, and
Houlihan Lokey Capital, Inc., as investment banker.

Proskauer Rose LLP is acting as legal counsel to KPS with respect
to the sale.


GENELINK INC: Incurs $539,000 Net Loss in Third Quarter
-------------------------------------------------------
Genelink, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $539,292 on $294,739 of revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $974,386 on
$425,073 of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.21 million on $1.16 million of revenue as compared
with a net loss of $2.04 million on $1.72 million of revenue for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.28
million in total assets, $4.48 million in total liabilities and a
$3.20 million total stockholders' deficit.

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

                        http://is.gd/XWw9my

                   COO and Interim CFO Appointment

GeneLink appointed Michael G. Smith as chief operating officer and
interim chief financial officer of the Company effective Nov. 12,
2013.

Michael G. Smith, age 47, has been employed by GeneLink as senior
vice president of operations since Sept. 1, 2012.  Prior to that,
Mr. Smith spent more than 25 years working for large public
companies, working with high growth companies, and building
startups.  Michael's career started with budgeting for The
American Water System.  He followed that position with different
Information Technology and Operations roles, both as a consultant
and as a corporate executive, most notably Tempur-Pedic.  Michael
led both domestic and global implementation and operations teams
as the company grew from $17 million to $1 billion.  He has spent
his entire career leading, organizing, and implementing all facets
of a company's operations including sales, customer service,
manufacturing, and finance.  Mr. Smith's real passion and
direction is utilizing his entrepreneur background to help
companies structure themselves to prepare for high volume due to
the results of the sales and marketing efforts of the company.
Mr. Smith has over three years of experience in working with both
the GeneLink and their market partner brands Dermagenetics,
geneME, and foru.

The Company has agreed to pay Mr. Smith a base salary of $110,000
per year.

On July 1, 2013 Mr. Smith received options to acquire 300,000
shares of common stock at an exercise price of .03 per share.
These options vest in four equal annual installments commencing on
date of grant.

                           About Genelink

Based in Orlando, Fla., GeneLink, Inc., is a solution provider in
the genetically customized nutritional and personal care
marketplace.

Genelink disclosed a net loss of $3.05 million on $2.13 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $3.83 million on $4.68 million of revenue during the prior
year.

Hancock Askew & Co., LLP, in Savannah, GA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred significant net losses in 2012 and 2011,
has a working capital deficit and a significant accumulated
deficit.  These items raise substantial doubt as to the Company's
ability to continue as a going concern.


GENERAL MOTORS: U.S. Plans to Exit Stake by Year-End
----------------------------------------------------
Paul Lienert, writing for Reuters, reported that the U.S. Treasury
Department said it expected to sell its remaining shares of
General Motors Co by the end of the year, a plan that may leave
taxpayers with a shortfall of about $10 billion on the automaker's
2009 bailout.

According to the report, Treasury on Nov. 21 said it had completed
the sale of 70.2 million shares of GM stock and to date had
recouped $38.4 billion from the $49.5 billion taxpayer-funded
rescue of the Detroit company.

At current prices, Treasury would recoup another $1.2 billion from
its remaining stake of 31.1 million shares, bringing its total
recovery to $39.6 billion, the report related.  Treasury said its
initial cost basis for the GM shares was $43.52 per share.

Treasury previously said it expected to exit by April 2014, but
analysts had expected it to move up the final sale date, the
report said.

"Our goal was never to make a profit," said a Treasury official
who requested anonymity, the report cited.  "It was to save the
U.S. auto industry."

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

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

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

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


GENERAL NUTRITION: Moody's Cuts Sr. Sec. Term Loan Rating to 'B1'
-----------------------------------------------------------------
Moody's Investors Service downgraded General Nutrition Centers,
Inc. ("GNC") senior secured term loan to B1 from Ba3 and affirmed
all other existing ratings including the Corporate Family Rating
at B1, the Probability of Default Rating at B1-PD, and Speculative
Grade Liquidity rating at SGL-1. The downgrade of the senior
secured term loan to the same level as the corporate family rating
follows GNC's announcement that they have increased their existing
term loan by $250 million. The stable outlook is maintained.

The following ratings are affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1- PD

Speculative Grade Liquidity rating at SGL-1

The following rating is downgraded:

Senior secured bank credit facilities to B1 (LGD 3, 46%) from Ba3
(LGD 3, 42%)

Ratings Rationale:

Moody's expects that the proceeds from the proposed $250 million
term loan increase will be ultimately used to fund share
repurchases. Moody's estimates that the incremental debt will
increase debt to EBITDA to 4.2 times from 3.9 times for the
lagging twelve months ended September 30, 2013. The downgrade of
the senior secured credit facilities reflects that the proposed
$250 million term loan add-on results in a higher proportion of
secured debt in the capital structure relative to the unsecured
trade and lease rejection claims. The affirmation of the Corporate
Family Rating acknowledges that GNC's credit metrics will remain
in line with its B1 Corporate Family Rating, despite the increase
in debt levels.

GNC's B1 Corporate Family Rating continues to be supported by the
company's well known brand name in its target markets along with
Moody's favorable view of the vitamin, mineral, and nutritional
supplement ("VMS") category which accounts for about one-third of
GNC's consolidated revenues. This product category performed well
during the recent economic recession and it is a relatively large
market that should continue to benefit from an increasing number
of Americans over the age of 50. The rating also reflects GNC's
moderate leverage with pro forma debt to EBITDA of 4.2 times and
good interest coverage with pro forma EBITA to interest expense of
4.2 times.

Key credit concerns include GNC's sizable concentration in sports
nutrition which is a much more limited product segment with a
relatively smaller target market than the VMS product category.
Also considered is the potential risk arising from adverse
publicity and product liability claims with regard to certain
products sold by GNC, particularly diet products and herbs, two
faddish product categories that are more exposed to such product
liability risks and earnings volatility.

The stable outlook incorporates Moody's view that that GNC's
earnings will continue to benefit from its highly regarded brand
and positive demographic trends. The stable outlook also reflects
Moody's expectation that GNC is likely to regularly increase its
debt levels going forward such that it keeps credit metrics in
line with its B1 rating.

A higher rating would require that GNC achieve debt to EBITDA at
or below 4.0 times, and maintain EBITA to interest expense above
2.5 times. In addition, an upgrade would require that GNC adhere
to a financial policy that would support credit metrics remaining
at these levels.

Ratings could be lowered if it appears that debt to EBITDA will
rise above 5.0 times or EBITA to interest expense will drop below
2.25 times. Independent of any qualitative metrics, ratings could
be lowered if GNC experiences new product-related risks that
result in material obligations that negatively impact the
company's earnings and liquidity profile.

General Nutrition Centers, Inc., ("GNC") headquartered in
Pittsburgh, PA, manufactures and retails vitamins, minerals,
nutritional supplements domestically and internationally. About
75% of its revenue is generated by about 3,300 company owned
stores and website. It also has about 2,900 franchise locations in
the U.S. and 55 countries that generate about 15% of its revenue.
Total revenues are about $2.6 billion.


GENOA HEALTHCARE: S&P Withdraws 'B' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit rating and issue level ratings on U.S.-based
Genoa Healthcare Group LLC at the issuer's request, following a
refinancing of Genoa's debt.

Standard & Poor's has reviewed its ratings on Genoa, which it
labeled as "under criteria observation" (UCO) after the publishing
of its revised Corporate criteria on Nov. 19.  Standard & Poor's
expedited the review of its ratings on Genoa because of the
refinancing.


GLYECO INC: Delays Q3 Form 10-Q to Complete Review
--------------------------------------------------
Glyeco, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
Sept. 30, 2013.  The Company has requested this extension to
enable its independent auditors to complete their review of the
financial statements to be included in the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended Sept. 30, 2013.
The Company intends to file the Quarterly Report on Form 10-Q
within the additional time allowed by this extension.

                          About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended
Dec. 31, 2011.  The Company's balance sheet at March 31, 2013,
showed $9.16 million in total assets, $2.63 million in total
liabilities and $6.53 million in total stockholders' equity.

Jorgensen & Co., in Lehi, 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 not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GRAY TELEVISION: Acquisitions No Impact on Moody's Ratings
----------------------------------------------------------
Moody's Investors Service said that there is no immediate impact
to the ratings or positive outlook of Gray Television after its
recently announced acquisition plans. On November 20, 2013, Gray
Television announced a series of transactions through which Gray
and Excalibur Broadcasting, LLC (a planned variable interest
entity) will acquire 15 network affiliated stations in seven
markets for $335 million in cash, plus working capital
adjustments. Separately, Excalibur Broadcasting, LLC agreed to
acquire two Fox affiliated stations for $7.5 million. Moody's
expects overall financial metrics and operating performance to
remain within levels appropriate for its B3 Corporate Family
Rating.

As reported in the Oct. 17, 2013 edition of The Troubled Company
Reporter, Moody's Investors Service assigned Caa1 to Gray
Television, Inc.'s proposed $300 million add-on to the existing
7.50% senior notes. The new notes are being issued to partially
refinance the 1st lien senior secured term loan B which was
upgraded to Ba3 from B2 reflecting the new debt mix. The
outstanding 7.5% senior notes were also upgraded to Caa1 from
Caa2. Moody's affirmed the Ba3 rating on the company's existing
priority 1st lien senior secured revolver, the B3 Corporate Family
Rating (CFR), B3-PD Probability of Default Rating (PDR), and SGL-2
Speculative Grade Liquidity (SGL) Rating. The rating outlook was
changed to positive from stable reflecting the company's improved
credit metrics and Moody's expectations for further improvement
based on growth in core advertising over the next 12 months and
heightened political ad demand in 2014.

Gray Television, Inc. ("Gray"), headquartered in Atlanta, GA, is a
television broadcaster that will own 70 primary television
stations serving 39 mid-sized markets (ranked #61 to #208), plus
53 secondary channels covering roughly 7.3% of US households.
Network affiliations for primary stations include 26 CBS, 22 NBC,
14 ABC, and 8 FOX stations. The company operates the #1 or #2
ranked stations in 38 of 39 markets. Gray is publicly traded and
its shares are widely held with J. Mack Robinson or affiliates
owning approximately 3% of common stock. The dual class equity
structure provides J. Mack Robinson or affiliates with roughly 37%
of voting control. Excluding announced acquisitions, the company
recorded total revenues of approximately $377 million for the 12
months ended September 30, 2013.


HARRISBURG, PA: Asks Court to Extend Receivership
-------------------------------------------------
ABC27.COM reports that Pennsylvania's Department of Community and
Economic Development has filed a petition with Commonwealth Court
to extend the receivership for the City of Harrisburg for another
two-year term.

The petition also seeks and to retain the services of William
Lynch as the receiver, according to the report.

The report notes that DCED Secretary C. Alan Walker said the city
has made significant progress, but the extension of the
receivership is necessary to continue moving the recovery forward.

Mr. Walker said the two-year period is mandated by law and not a
reflection of how long the receiver anticipates his services will
be needed, the report relates.

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.


HARRISBURG, PA: Takeover Threatens City Officials, 3rd Circ. Told
-----------------------------------------------------------------
Law360 reported that an attorney for a group of Harrisburg city
officials urged the Third Circuit on Nov. 21 to overthrow a
decision finding that his clients did not have enough of a
personal stake to establish standing to challenge a state takeover
aimed at preventing a bankruptcy filing for the financially
troubled municipality.

According to the report, Plaintiffs' attorney Paul Rossi argued
pursuant to Act 47 -- the state law allowing Gov. Tom Corbett to
declare a state of fiscal emergency and appoint a special receiver
to take charge of Harrisburg's finances.

The case is Wanda Williams, et al v. Governor of Pennsylvania, et
al., Case No. 13-1896 (3d Cir.).

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.

HORNE INTERNATIONAL: Incurs $193,000 Net Loss in Third Quarter
--------------------------------------------------------------
Horne International, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $193,000 on $11,000 of revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $407,000 on
$1 million of revenues for the three months ended Sept. 23, 2012.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $724,000 on $61,000 of revenues as compared with a net
loss of $1.24 million on $3.40 million of revenues for the three
months ended Sept. 23, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $60,000 in
total assets, $2.71 million in total liabilities and a $2.65
million total stockholders' deficit.

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

                          http://is.gd/H00g0V

                       About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.


HOUSTON REGIONAL: Rockets Owner Willing to Buy Sports Network
-------------------------------------------------------------
Law360 reported that the Houston Astros told a Texas bankruptcy
judge on Nov. 21 that the ball club was making some progress
toward restructuring Houston Regional Sports Network LP, and
Houston Rockets owner Leslie Alexander said he was prepared to
step in and buy the troubled Comcast affiliated network if
necessary.

According to the report, the remarks came during a status
conference before U.S. Bankruptcy Judge Marvin Isgur, who is
presiding over an involuntary Chapter 11 case Comcast filed
against HRSN over the network's inability to secure third-party
carriage agreements.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.


HOUSTON REGIONAL: Houston Astros Owner Sues McLane, Comcast
-----------------------------------------------------------
Michael Bathon & Laurel Brubaker Calkins, writing for Bloomberg
News, reported that the owner of Major League Baseball's Houston
Astros sued former owner Drayton McLane Jr. and Comcast Corp.,
claiming he was misled about the value of the regional sports
network that televises the team's games.

According to the report, Houston Baseball Partners LLC, led by Jim
Crane, filed the lawsuit Nov. 21 in state court in Houston. The
company said it paid $615 million for the team and its 40 percent
stake in Houston Regional Sports Network LP in November 2011
"based on knowing misrepresentations" McLane gave him concerning
the network's value.

"The former owner of the Houston Astros Major League Baseball team
made hundreds of millions of dollars, and his media business
partner stands to benefit by a similar amount, by selling an asset
they knew at the time to be overpriced and broken," Houston
Baseball Partners said in the filing, the report related.

Subscription prices for the network were "falsely inflated" and
subsequently rejected by major cable and satellite TV
distributors, according to the complaint, the report said.  The
network is operated by NBCUniversal, a unit of Comcast, which are
both named as defendants with McLane. The suit alleges fraud,
negligent misrepresentation and breach of contract.

McLane didn't immediately respond to a call for comment on the
lawsuit, the report further related.

The case is Houston Baseball Partners LLC v. McLane Champions LLC,
2013-70769, 80th Judicial District of Harris County, Texas
(Houston).

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.


HOWREY LLP: Estate Settles with Cadwalader, Ober Kaler
------------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reported that two
more firms that hired partners from Howrey amid its 2011 collapse
have settled with the now-defunct firm's bankruptcy trustee, who
has pushed aggressively to recover money for the Howrey estate
under the so-called unfinished business doctrine.

According to the report, in the latest round of settlements,
Cadwalader, Wickersham & Taft has agreed to pay the Howrey estate
at least $600,000, and Washington, D.C.?area firm Ober Kaler has
settled for an undisclosed amount. Both deals require the approval
of U.S. Bankruptcy Judge Dennis Montali in San Francisco.

The Cadwalader settlement is tied to seven litigation matters the
firm took on when it hired former Howrey antitrust partners Peter
Moll and Brian Wallach, according to a Nov. 21 court filing, the
report related. Relying on the unfinished business doctrine,
trustee Allan Diamond claims the bankruptcy estate has an
ownership right to those matters and deserves a portion of the
money they generated.

Under the agreement filed on Nov. 21, Cadwalader will pay $605,405
initially and up to $82,800 out of the future revenue it collects
from one pending matter, the report further related.  All told,
according to the filing, Cadwalader had earned $4 million in
revenue on the seven matters at issue as of the end of 2012.

In urging the court to approve the deal, Diamond said, "There is a
certain litigation risk involved in pursuit of unfinished business
claims against Cadwalader that is heightened somewhat by factors
and defenses unique to that firm," the report cited.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


IGLESIA PUERTA: Files Chapter 11 Plan & Disclosure Statement
------------------------------------------------------------
Iglesia Puerta Del Cielo, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Texas, El Paso Division, a plan
of reorganization and accompanying disclosure statement.

The Plan pays all administrative and priority claims on the
effective date.  Secured creditors Isaac Group Lender, Judgment
Creditors and Rodriguez-Herrera will be paid in full through the
return of the collateral securing their debt, to wit a 16-acre
parcel of unimproved property adjacent to the Church.  General
unsecured creditors will be paid in full not later than 36 months
after the effective date.  Finally, secured creditor Evangelical
Christian Credit Union will be paid in full per the payment plan
set forth in the Plan of Reorganization confirmed on June 29,
2010, in a prior Chapter 11 case filed by the Debtor.

The Debtor estimates that the aggregate allowed claims against the
Debtor's estates will be as follows:

  Class   Classification              Treatment
  -----   --------------              ---------
  N/A     Administrative Claims      Unimpaired.  Est. Allowed
                                     Amount of Claims: $20,000

  N/A     Priority Tax Claims        Unimpaired; paid over 5-year
                                     period. Est. Allowed Amount
                                     of Claims: $0

   1      Allowed Secured Tax        Unimpaired.
          Claims

   2      Secured Claims of ECCU     Impaired.  Est. Allowed
                                     Amount of Claims: $8,405,739

   3      Allowed Claims of Isaac
          Group Lenders              Unimpaired.  Est. Allowed
                                     Amount of Claims: $763,589

   4      Secured Allowed Claims of
          Judgment Creditors         Unimpaired.  Est. Allowed
                                     Amount of Claims: $104,588

   5      Secured Allowed Claim of
          Rodriguez-Herrera          Unimpaired. Est. Allowed
                                     Amount of Claims: $154,788

   6      General Unsecured Claims   Impaired.  Est. Allowed
                                     Amount of Claims: $192,750

   7      Subordinated and Penalty
          Claims                     No recovery.  Est. Allowed
                                     Amount of Claims: $0

   8      Interests                  No recovery.  Est. Allowed
                                     Amount of Claims: None

The Debtor estimates that there will be no funds available to
allowed general unsecured claims if the Plan is not accepted by
the requisite Classes of creditors and confirmed by the Court.

A full-text copy of the Disclosure Statement, dated Nov. 14, 2013,
is available for free at:

            http://bankrupt.com/misc/IGLESIAds1114.pdf

Iglesia Puerta del Cielo, Inc., a domestic non-profit corporation
that provides religious services to third parties, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 13-31911) on Nov. 12, 2013.  The case is assigned to
Judge Christopher Mott.  Wiley F. James, III, Esq., at James &
Haugland, P.C., in El Paso, Texas, represents the Debtor.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million.


IGLESIA PUERTA: Has Interim Authority to Use Cash Collateral
------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, El Paso Division, gave interim authority for
Iglesia Puerta Del Cielo, Inc., to use the cash collateral
securing its prepetition indebtedness from lender Evagelical
Christian Credit Union.

As adequate protection against any diminution in value of the
Lender's interest, the Debtor grants the Lender valid and
automatically perfected first priority replacement liens and
security interests on all of the properties and assets of the
Debtor.  Additionally, all secured creditors that hold perfected
prepetition liens against the Debtor's property are granted
replacement liens on the same property in the same order of
priority postpetition.

A final hearing on the use of cash collateral will be held on
Dec. 18, 2013, at 1:00 p.m.

The Lender is represented by James Brewer, Esq. --
Jim.Brewer@kempsmith.com -- at Kemp Smith LLP, in El Paso, Texas.

Iglesia Puerta del Cielo, Inc., a domestic non-profit corporation
that provides religious services to third parties, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 13-31911) on Nov. 12, 2013.  The case is assigned to
Judge Christopher Mott.  Wiley F. James, III, Esq., at James &
Haugland, P.C., in El Paso, Texas, represents the Debtor.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million.


IGLESIA PUERTA: Has Interim Authority to Employ James & Haugland
----------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, El Paso Division, gave interim authority for
Iglesia Puerta Del Cielo, Inc., to employ James & Haugland, P.C.,
as attorneys.

If any supplemental declarations or affidavits are filed and
served, absent any objections filed within 21 days after the
filing and service of the supplemental declarations, J&H's
employment will continue as authorized by the Court.

The primary attorneys and paralegal within J&H who will represent
the Debtor and their current standard hourly rates are as follows:

   Wiley F. James, III                          $300
   Corey W. Haugland                            $300
   James T. Wall                                $200
   Aldo R. Lopez                                $170
   Janet J. Sinclair, legal assistant            $95

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

Iglesia Puerta del Cielo, Inc., a domestic non-profit corporation
that provides religious services to third parties, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 13-31911) on Nov. 12, 2013.  The case is assigned to
Judge Christopher Mott.  Wiley F. James, III, Esq., at James &
Haugland, P.C., in El Paso, Texas, represents the Debtor.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million.


ILLINOIS FINANCE: Fitch Affirms BB+ Bonds Rating; Outlook Negative
------------------------------------------------------------------
Fitch Ratings affirms the rating on approximately $16.4 million of
Illinois Finance Authority's revenue bonds issued on behalf of
Lutheran Social Services of Illinois (LSSI, the institution).

The Rating Outlook is Negative.

Security:

The bonds are secured by the unrestricted receivables of the
obligated group, backed by a fully funded debt service reserve
fund and features a historical, annual debt service coverage
(DSCR) covenant of 1.1 times (x).

Key Rating Drivers:

Operations Under Stress: The rating continues to reflect LSSI's
three consecutive years of negative operating performance,
violation of the DSCR in both fiscal 2012 and 2013 and
reimbursement challenges given the state's (IL, Fitch rated 'A-',
Outlook Negative) budgetary and economic challenges.

Demand Variability: Utilization trends for LSSI's services
generally remain stable however certain service lines are expected
to be pressured in fiscal 2014. Fitch expects the institution to
focus on operating sustainability including cutting programs as
necessary, similar to management actions taken in fiscal 2013.

Limited Liquidity Levels: Recurring balance sheet resource
reliance including Cornerstone Foundation support (CF) to augment
insufficient funds for operations and DSC has diminished
unrestricted cash and investments at both CF and LSSI.

State Funding Volatility: LSSI's disproportionately high reliance
on government funding (over 74%) is problematic as the state's
ongoing fiscal stress may adversely affect the institution's
operations due to extended vendor payment timelines.

Rating Sensitivities:

Continued Operational Challenges: LSSI's inability to improve
margins for fiscal 2014 and increased reliance on CF assets for
operational sufficiency could pressure the rating.

Covenant Violations: Continued inability to meet a substantive
portion of the DSCR from operational surplus or a lack of marked
improvement in coverage levels would indicate a recurring weakness
in LSSI's operating profile and could jeopardize the current
rating.

Credit Profile:

LSSI, headquartered in Des Plaines, is a large, not for profit
residential and social services provider. Total revenues of the
obligated group (OG) were approximately $95.5 million in fiscal
2013. LSSI's operational viability and bond rating is hinged on
solid demand and essentiality of services provided by the
institution and financial support provided by its non-obligated
foundation subsidiary, CF. LSSI's disclosure practices are
standard.

Operating Deficits; DSCR Not Met:

LSSI's operating performance for fiscal 2013 resulted in a
negative 2.9% margin, slightly improved from the previous fiscal
year (-3%). This result while somewhat encouraging since LSSI
experienced volume declines in fiscal 2013, including the foster
child and family programs and weaker gift and contribution levels,
also culminated in a second consecutive year of violating the
DSCR.

Fiscal 2013's negative operations resulted in a DSCR of 0.2x.
While not an event of default, pursuant to the trust indenture
requirement LSSI has retained a consultant who is expected to
recommend steps to achieve fiscal balance. Previously, at the 2012
review, Fitch and LSSI management discussed the likelihood that
operating results would not improve materially for the 2013 year
end. Therefore, Fitch expects to review fiscal 2014 results once
available and could take rating action if operations and coverage
levels do not improve. LSSI's first quarter fiscal 2014 results
reflected some operational improvement; Fitch expects the
institution's focus on fund raising and growing gifts and
contribution revenue to augment fiscal 2014 results.

Essential Service Provider:

LSSI's core mission of service is relatively insulated due
primarily to its extensive history in providing state mandated
social services. However utilization statistics relating to client
encounters are subject to fluctuations. Total clients served in
2013 (96,707) were lower than in 2012 (108,735); the four year
average of total clients recorded by LSSI was 93,372. A decline of
served clients does not necessarily correspond to weaker operating
results as many services subject to such vagaries are conducted by
volunteers. Fitch expects growth or maintenance of volumes for
fiscal 2014, however, LSSI's inability to stabilize the main
revenue generating programs could impede rating improvement.

Foundation Assets Support Operations:

Cornerstone Foundation resources support LSSI operations annually
via an endowment grant of five percent of assets and also provides
supplemental monies for capital purposes. CF exists primarily to
support LSSI's mission but is not obligated on the rated debt, but
Fitch views the foundation as a key source of additional
liquidity. CF investment portfolio balances totaled $12.1 million
as of November 2013, reflecting a 14.6% return year to date.

LSSI's available funds, comprised of unrestricted cash and
investments declined from over $5 million in fiscal 2008 to less
than $3 million in fiscal 2012. Available funds totaled $3.64
million in fiscal 2013. LSSI's portfolio grew 12% for the calendar
2013 year-to-date, to approximately $4.9 million. In addition to
its unrestricted funds, LSSI can access up to $8.5 million of CF
funds (currently $2.65 million remains available as the remainder
is drawn down) and consequently the rating reflects LSSI's access
to CF assets. As of fye 2013 LSSI and CF, combined, had available
funds totaling $14.6 million which constituted 14.9% of operating
expenses and 72.2% of total debt. Total debt as of June 30, 2013
included the entire balance of a bank line of credit ($3.6
million). As of the first quarter fiscal 2013, $1.8 million of the
line remains drawn.

LSSI's investment allocations, 45% to equity and fixed income,
equally, and 10% to alternatives is slightly more conservative
than CF whose allocations include over 60% to equities, 20% to
fixed income and 10% to alternatives. Fitch considers the
investment allocations for LSSI and CF moderately conservative
which should limit volatility in the combined financial cushion
that supports the obligated group's rating.

Manageable Debt Burden:

LSSI has $1.8 million currently outstanding in a bank line of
credit and entered into approximately $470k in various capital
lease financings in fiscal 2013. Approximately $16.8 million in
bonded debt remains outstanding. Pro forma MADS combining capital
leases, occurring in 2018, totals $2.2 million and accounts for
2.3% of unrestricted operating revenues. Fitch notes positively
that there are no near term debt plans for LSSI aside from costs
related to general maintenance and facility improvements.


IMAGEWARE SYSTEMS: Posts $339,000 Net Income in Third Quarter
-------------------------------------------------------------
Imageware Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $339,000 on $2.49 million of revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $2.72
million on $938,000 of revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $8.05 million on $4.37 million of revenues as compared
with a net loss of $10.26 million on $3.02 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $8.57
million in total assets, $4.72 million in total liabilities and
$3.85 million in total shareholders' equity.

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

                         http://is.gd/TmF9dM

                       About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems incurred a net loss of $10.19 million in 2012,
as compared with a net loss of $3.18 million in 2011.


IMPERIAL PETROLEUM: Accepts Resignation of Chairman
---------------------------------------------------
Imperial Petroleum, Inc., had accepted the resignation of its
Chairman and Director, J. Greg Thagard.  Mr. Thagard resigned to
pursue personal interests and had no disagreements with the
Management of the Company or with its Board of Directors.

                     About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.

In the auditors' report accompanying the financial statements for
year ended July 31, 2011, Weaver Martin & Samyn, LLC, in Kansas
City Missouri, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and is dependent upon obtaining debt financing for
funds to meet its cash requirements.

The Company's balance sheet at April 30, 2012, showed $2.08
million in total assets, $11.92 million in total liabilities, all
current, and a $9.83 million total stockholders' deficit.


IMPLANT SCIENCES: Files Form 10-Q, Had $6MM Loss in Sept. 30 Qtr.
-----------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $6.02 million on $1.16 million of revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$12.74 million on $1.41 million of revenues for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $4.44
million in total assets, $53.32 million in total liabilities and a
$48.87 million total stockholders' deficit.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$6,922,000 in cash available from our line of credit with DMRJ, at
November 5, 2013, we will require additional capital in the first
quarter of fiscal 2015 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
the the Quarterly Report.

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

                         http://is.gd/up1fJp

                       About Implant Sciences

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

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

For the year ended June 30, 2013, the Company incurred a net loss
of $27.35 million on $12.01 million of revenues as compared with a
net loss of $14.63 million on $3.40 million of revenues during the
prior year.


INFINIA CORP: Sells Arizona Solar Project for $10 Million
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Infinia Corp. and its Powerplay Solar I LLC unit, the
owners of a solar generation project in Yuma, Arizona, held a
successful auction that pushed the cash component of the purchase
price up to $10.4 million.

According to the report, the companies filed for Chapter 11
protection in September in Salt Lake City, originally intending to
sell the facility to lender Atlas Global Asset Holdings LP mostly
in exchange for debt.

The Atlas contract would have set aside $150,000 to complete the
bankruptcy after the sale plus $100,000 for unsecured creditors.

As it turned out, Ricor Generation Inc. won the auction with a
$10.4 million cash offer, coupled with the assumption of specified
debts and payment of costs to cure breaches of contract.

The bankruptcy court approved the sale last week.

                        About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013.  The
Debtors estimated assets and debts of at least $10 million.

The Debtors are represented by George B. Hofmann, Esq., at Parsons
Kinghorn & Harris, P.C., in Salt Lake City, Utah.  Fenwick & West
LLP serves as the Debtors' special corporate counsel.  Hamilton
Clark Sustainable Capital, Inc., serves as the Debtors' financial
advisor and investment banker.  Gil A. Miller and Rocky Mountain
Advisory, LLC, also serve as the Debtors' financial advisors and
accountants.

The U.S. Trustee has appointed four members to the official
committee of unsecured creditors.  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer, represents the Creditors' Committee.


INTELSAT JACKSON: Moody's Rates $1.75-Bil. Secured Term Loan 'Ba3'
------------------------------------------------------------------
Moody's Investors Service rated Intelsat Jackson Holdings S.A.'s
new 6-year $1.75 billion senior secured term loan and 4-year $500
million senior secured revolving term loan Ba3.

The new term loan replaces a like-sized commitment of Jackson's
$3.25 billion senior secured term loan B-1 due April 12, 2018
while the new revolving credit facility replaces a like-sized
facility maturing January 12, 2016. The transaction has no impact
on Intelsat's B3 corporate family rating (CFR), B3-PDR probability
of default rating, or any instrument ratings in the Intelsat
family, and the new credit facilities are rated at the same Ba3
level as the existing facilities. The outlook remains unchanged at
stable and, as the transaction has no impact on liquidity,
Intelsat's SGL-2 liquidity rating (indicating good liquidity) is
also unchanged.

Jackson is an indirect, wholly-owned subsidiary of Intelsat S.A.
(Intelsat) which, as the publicly traded ultimate parent of the
Intelsat group of companies and guarantor of all publicly traded
bonds issued by them, is the entity at which Moody's maintains the
family's CFR and PDR.

The following summarizes Moody's ratings and rating actions for
Intelsat:

Assignments:

Issuer: Intelsat Jackson Holdings S.A.

Senior Secured Bank Credit Facility, Assigned Ba3 (LGD1, 7%)

Ratings Rationale:

Intelsat's B3 CFR primarily reflects a limited ability to repay
debt, elevated leverage and uncertain free cash flow after 2014.
On average, free cash flow available to reduce debt is limited to
only ~1% of Intelsat's debt because maintenance capital
expenditures, interest expense and cash taxes consume nearly all
of the company's EBITDA. Post-2014 free cash flow is uncertain
since plans for several satellites whose useful lives expire
within four years have not been disclosed and deferred revenue
will exceed customer pre-payments and become a use of cash. There
is also the potential of interest rates increasing as debts are
rolled-over and, over several years, of competition from
terrestrial fiber eroding satellite's market share. Despite these
uncertainties and already elevated leverage, Moody's views
Intelsat's capital structure as sustainable since cash flow will
be modestly positive. The company's strong business profile, which
features a large 42 station-kept satellite fleet covering 99% of
Earth's population, and a stable, predictable, contract-based
revenue stream with a solid $10.3 billion backlog (~4 years of
revenue) booked with well-regarded customers, also supports the
rating.

Rating Outlook:

Intelsat's stable ratings outlook is based on reasonable
visibility of modest, positive cash flow through 2014, along with
good liquidity arrangements.

What Could Change the Rating UP:

With company guidance indicating a three-year period of lower-
than-average capital spending, depending on plans for several
satellites whose useful lives expire within four years, Intelsat
has an opportunity to de-lever by way of debt reduction. Should
this result in sustainable free cash flow to debt
approaching/exceeding 5% of debt (all measures incorporating
Moody's adjustments), positive ratings pressure could result. An
upgrade would also depend on positive industry fundamentals,
maintenance of solid liquidity and clarity on capital structure
planning.

What Could Change the Rating DOWN:

Downwards rating pressure is most likely to come from debt-
financed capital expenditures related to several satellites whose
useful lives expire within four years or, alternatively, reduced
EBITDA should Intelsat not replace the applicable satellites.
Irrespective, should Debt-to-EBITDA trend back towards 8x, or
should sustainable free cash flow revert to a deficit, or should
liquidity arrangements deteriorate materially, downwards rating
pressure would result.

Headquartered in Luxembourg, and with offices and operations in
Washington D.C., Intelsat S.A. is one of the two largest fixed
satellite services operators in the world. After a recent IPO,
approximate 20% of Intelsat S.A.'s shares are publicly traded with
the balance continuing to be owned by financial investors and
management. Annual revenues are approximately $2.6 billion; EBITDA
is approximately $2.0 billion.


ISOLA USA: Moody's Puts 'Caa2' CFR on Review for Upgrade
--------------------------------------------------------
Moody's Investors Service placed certain ratings of Isola USA on
review for upgrade -- the Caa2 corporate family (CFR) and Caa2-PD
probability of default ratings. The review was prompted by the
company's announcement of a debt refinancing intended to extend
its debt maturities and lower debt service costs. The review will
conclude once the refinancing is completed, when Moody's expects
to assign ratings on the new senior secured credit facilities and
withdraw the existing senior secured ratings.

Ratings Actions:

  Corporate Family Rating - Caa2, placed on review for upgrade

  Probability of Default Rating - Caa2-PD, placed on review for
  upgrade

Summary Rating Rationale:

The review will focus on the company's successful execution of the
refinancing, particularly by repaying a portion of the high coupon
pay-in-kind debt, which has been accreting faster than the
company's EBITDA growth. The proposed maturity extension and
lowered rate will provide Isola with additional time to address
its debt load, which remains elevated given the company's weak
revenue and EBITDA growth outlook in the near term. If the
transaction closes under generally the same terms and conditions
as announced (ie., about $250 million of new secured debt and
reduction to mezzanine PIK notes), the likely outcome of the
rating review is expected to position both the company's corporate
family and probability of default ratings two notches higher than
the current Caa2 and Caa2-PD ratings, respectively. The rating on
the new senior secured debt will likely be notched one level above
the CFR.

Also considered in the review will be the degree of the
variability in Isola's cash generation given its limited
visibility into end-market demand, and Isola's exposure to the
volatile semiconductor industry and to OEMs in the highly cyclical
automotive, technology, telecommunications and networking end-
market segments. In 2012 the company announced plans for an
initial public offering (IPO) with proceeds to reduce debt, and
which Moody's believes is still part of Isola's long term plans.
Isola maintains adequate liquidity supported by cash balances of
roughly $72 million as of September 28, 2013.


JEFFERSON COUNTY, AL: Bankruptcy Left Few Winners
-------------------------------------------------
Martin Z. Braun, writing for Bloomberg News, reported that the
impact of Jefferson County's bankruptcy will reverberate for
decades in Alabama and in the $3.7 trillion U.S. municipal bond
market.

According to the report, creditors, including JPMorgan Chase &
Co., agreed to forgive $1.4 billion of the county's $3 billion
sewer bonds. Ratepayers, like Charles Hicks, a retired landscaper
who lives on a fixed income in Birmingham, will see his sewer rate
rise about 8 percent annually for the next four years and 3.5
percent annually thereafter, under a plan approved by a federal
judge on Nov 21.

"There's a lot of pain going around -- bondholders are taking
large losses, but ratepayers are as well," Matt Fabian, a managing
director at Concord, Massachusetts-based Municipal Market
Advisors, told Bloomberg.

For the next 40 years, residents and businesses that already have
some of the highest sewer rates in the country will pay back more
in principal and interest than they owed before the bankruptcy,
according to an analysis by Jim White, a Birmingham-based
financial adviser who did an analysis for residents challenging
the bankruptcy plan, the report noted.  Until Detroit's July
filing, Jefferson County was the nation's largest 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: Debt-Adjustment Plan Formally Approved
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama's municipal debt-adjustment
plan was formally approved on Nov. 22 when the U.S. Bankruptcy
Judge in Birmingham signed a confirmation order.

According to the report, the plan gives the bankruptcy court power
to enforce increases in sewer rates for decades to come.

The county's bankruptcy, where pain is being shared by bondholders
as well as taxpayers, may influence how municipalities and
bondholders deal with governments unable to pay their bills in the
future.

The county sold $1.8 billion in bonds to fund the plan. It reduces
sewer debt from $3.2 billion to $1.7 billion.

                   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.


KENAN ADVANTAGE: Moody's Rates New $150MM Sr. Sec. Notes 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has affirmed the B1 Corporate Family
Rating ("CFR") for Kenan Advantage Group, Inc. and maintained its
negative outlook, following Kenan's acquisition of RTL-Westcan
Group. At the same time, Moody's has affirmed the Ba3 rating for
the amended senior secured credit facility; assigned a Ba3 rating
to a C$100mm Term Loan; and has assigned a B3 rating to the
company's proposed $150mm senior unsecured notes due 2018. The
rating actions consider Kenan's leading position in the market for
liquid bulk transportation as well as the elevated debt levels as
a result of Kenan's acquisitive growth strategy and past
shareholder distribution.

Ratings Rationale:

Kenan recently completed the acquisition of RTL-Westcan for
approximately $209mm in cash. RTL-Westcan is a provider of liquid
and dry bulk transportation services in western and northern
Canada. Kenan has funded the acquisition with interim borrowings
under its senior secured credit facility, and intends to refinance
a portion of its senior secured credit facility with U.S. and
Canadian dollar term loans and an add-on of $150mm to its $200mm
outstanding senior unsecured notes due 2018.

The acquisition of RTL-Westcan further strengthens Kenan's
position as a leading provider of liquid bulk transportation
services to the fuels, chemicals, food and merchant gas markets.
Moreover, Moody's expects RTL-Westcan to enhance Kenan's operating
performance, considering its relative profitability and cash flow
generation. Although RTL-Westcan is Kenan's largest acquisition to
date, Moody's assesses the integration risk to be limited, in view
of management's extensive experience in integrating regional
operators.

The ratings also take into account the elevated debt levels of
Kenan as a result of its acquisitive growth strategy and the
$175mm distribution to its shareholders in December 2012. On an
LTM September 2013 basis (and including Moody's standard
adjustments), Total Debt to EBITDA is 5.5x, although somewhat
lower if the full year earnings of Enterprise Transportation,
acquired in January 2013, are taken into account. Moody's
estimates that the acquisition of RTL-Westcan causes Total Debt to
EBITDA to increase only marginally, calculated on a pro forma
basis as of LTM September 2013.

Although financial leverage is high relative to Kenan's B1 rating
category, Moody's expects Kenan to bring its metrics levels more
in line with a B1 rating in 2014, as the company benefits from
RTL-Westcan's earnings contribution and further growth in its
existing operations.

Kenan's negative outlook reflects the company's weakened credit
metrics which do not allow for any potential performance
shortfalls. The outlook also considers the possibility that
financial leverage remains at elevated levels as a result of
further acquisitions.

Ratings could be revised downward if Kenan would not be able to
strengthen its credit profile to a level that is more appropriate
for the B1 rating category. Specifically, ratings could be lowered
if Debt to EBITDA would exceed 5.0x on a sustained basis, if EBIT
to Interest would continue to be below 1.5x, or if availability
under the revolving credit facility were to diminish due to high
usage or covenant restrictions.

Since debt is not likely to be reduced materially during the next
few years, ratings are not expected to be upgraded over the near
term. However, over the longer term, ratings could be adjusted
upward, if the company could demonstrate improving margins and
leverage through earnings growth or reduction of debt through the
use of free cash flow. Debt to EBITDA would need to be sustained
below 4.0x and EBIT to Interest would need to exceed 3.0x to
warrant an upgrade of the CFR.

Issuer: Kenan Advantage Group, Inc.

Affirmations:

  Corporate Family Rating, Affirmed B1

  Probability of Default, Affirmed B1-PD

  Senior Secured Credit Facility, Affirmed Ba3 (LGD3, 30% from
  LGD3, 31%)

  Senior Unsecured Notes, Affirmed B3 (LGD5, 84% from LGD5, 86%)

Assignments:

  Senior Secured CAD Term Loan, Assigned Ba3 (Kenan Canada GP as
  co-borrower), (LGD3, 30%)

  Senior Unsecured Notes, Assigned B3 (LGD5, 84%)

Outlook Actions:

Outlook, Remains Negative

Kenan Advantage Group, Inc., headquartered in North Canton, OH, is
a provider of liquid bulk transportation and logistics services to
the fuels, chemicals, food and merchant gas markets.


KENAN ADVANTAGE: S&P Assigns 'BB-' Rating to $125MM Revolver Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Kenan Advantage Group Inc. The outlook is stable.

At the same time, S&P assigned 'BB-' issue-level ratings to Kenan
Advantage's $125 million revolver, $430 million term loan,
$100 million U.S. dollar-equivalent Canadian term loan, and
$100 million delayed-draw term loan, with '2' recovery ratings,
indicating S&P's expectation of a substantial (70%-90%) recovery
of principal in a payment default scenario.  S&P's 'B-' issue-
level rating on the $350 million upsized senior unsecured notes,
after including a $150 million add-on, remain unchanged, with a
'6' recovery rating, indicating S&P's expectation of negligible
(0%-10%) recovery in the event of a payment default.

"The rating affirmation reflects Kenan Advantage's improved
geographic and product diversity, as well as the addition of RTL-
Westcan Group's more profitable operations," said credit analyst
Anita Ogbara.  These benefits were partially offset by the
addition of $210 million in debt to finance the acquisition.
Still, over the next year, we expect stable demand for petroleum
products and accretive acquisitions will improve Kenan Advantage's
credit metrics.  Pro forma for the transaction, funds from
operations (FFO) to total debt is about 10% and debt to EBITDA is
about 5.5x.  S&P previously expected total debt to EBITDA of 5.0x-
5.5x area and FFO to debt in the mid-teens percent area.

The corporate credit rating is based on a "fair" business risk
profile and a "highly leveraged" financial risk profile, which
results in a 'b' initial analytical outcome ("anchor").  S&P
applies a one-notch uplift under its comparable ratings analysis
to arrive at the 'B+' corporate credit rating.  S&P's business
risk assessment incorporates its view of the cyclical
transportation industry's "high" risk and "very low" country risk,
as well as Kenan Advantage's "satisfactory" competitive position.
Kenan Advantage operates in a competitive and fragmented industry
with relatively modest, albeit improving, returns.  However, the
company's competitive position benefits from its stable end
markets, leading market position in short-haul-truck fuel
delivery, and a diverse mix of customers and geographic regions.

S&P's assessment of Kenan Advantage's financial risk profile as
"highly leveraged" is based on the company's acquisitive debt-
financed growth strategy and its very aggressive financial policy.
Still, S&P bases its current ratings on the expectation that the
company will continue to manage its acquisitions in a manner that
will preserve the ratings at the current level.  The company's
financial policy has a negative impact on S&P's rating outcome by
limiting its financial risk profile to highly leveraged under its
criteria.  S&P believes that Kenan Advantage's active acquisition
program could increase its debt leverage following acquisitions.

S&P applied a positive comparable ratings assessment, given Kenan
Advantage's participation in petroleum fuels delivery, which
compares favorably versus other cyclical transportation companies
due to its low volatility of demand.  Also, the company's forecast
credit metrics, while highly leveraged, are better than those of
most companies with that financial risk profile.

Kenan Advantage serves 48 states in the U.S., as well as in Canada
and Mexico.  The company (pro forma for the RTL-Westcan
acquisition) operates approximately 162 terminals and 176
satellite locations and maintains a specialized fleet of
approximately 4,900 tractors and more than 9,700 trailers.  Over
the past several years, Kenan Advantage has expanded by
consolidating small private carriers and increasing its geographic
footprint through midsize strategic acquisitions.

In the near term, given its relatively stable end markets, S&P
expects Kenan Advantage's core fuel delivery business to be less
cyclical than that of its typical trucking peers.  The company's
customers include major oil companies, chemical companies,
convenience stores, truck stops, and food processors.  Kenan
Advantage's market position benefits from long-standing
contractual agreements with customers.  The company's top 15
customers represent about 40% of total revenues.  Kenan Advantage
serves more than 1000 customers.  The company provides short-haul
"last mile" delivery of petroleum (with an average length of haul
of less than 40 miles), chemical, and food-grade products.  Given
the relative stability of its end markets, Kenan Advantage's
predictable schedules and consistent routes attract drivers who
are not unionized.

Relative to its trucking peers, Kenan Advantage's scale and end
markets provide competitive advantages.  The fuel transport
business is highly fragmented, and Kenan Advantage is more than 5x
the size of the next largest competitor.  Due to increasing
capital and regulatory requirements, the industry has consolidated
over the past several years, and S&P expects this will continue
over the next few years.

S&P expects leverage will fluctuate, given Kenan Advantage's
acquisitive debt-financed growth strategy.  Following the RTL-
Westcan acquisition, lease-adjusted credit metrics are on the
weaker end of S&P's expectations for debt leverage.  S&P expects
Kenan Advantage will de-lever somewhat over the next several
years, but continue to pursue a debt-financed growth strategy.

S&P's base case assumes:

   -- U.S. GDP growth of 1.6% this year and 2.5% in 2014;

   -- Revenue growth in the mid-single-digit percent area in 2014-
      2015; and

   -- Gradually improving margins from the integration of higher-
      margin RTL-Westcan.

Based on these assumptions, S&P arrives at the following credit
measures:

   -- FFO to debt in the low-to-mid-teens percent area in 2014 and
      2015; and

   -- Debt to EBITDA of about 5.0x-5.5x in 2014 and 2015.

The outlook is stable.  S&P expects Kenan Advantage will benefit
from increased geographic and product diversity following its
acquisition of RTL-Westcan.  However, over the next two years, S&P
expects Kenan Advantage will continue to make acquisitions that
likely will increase its debt levels.

S&P could lower the ratings if overpayment for acquisitions or
earnings deterioration results in debt to EBITDA consistently
higher than 6.0x.  Given the company's acquisitive growth strategy
and financial sponsor ownership, an upgrade is unlikely.


KINGSBURY CORP: Case Converted to Chapter 7 Despite Plan Filing
---------------------------------------------------------------
The Honorable J. Michael Deasy early this month entered an order
converting the Chapter 11 cases of Kingsbury Corporation,
Donson Group, Ltd., and Ventura Industries, LLC, to cases under
Chapter 7 of the Bankruptcy Code.

The Nov. 7 order converting the bankruptcy case was entered at the
behest of the U.S. Trustee.

Kingsbury early this year filed a proposed liquidating plan which
promises to return 100 cents on the dollar to secured and
unsecured creditors.  But William K. Harrington, the U.S. Trustee
for Region 1, argued that the Debtors are unable to propose a
confirmable plan, noting that the Debtors have ceased operations
and their real property have been foreclosed upon.

"Because a plan based on the outcome of litigation is by its very
nature speculative, and because the Debtors have no other source
of income with which to satisfy the confirmation requirements of
11 U.S.C. Sec. 1129(a)(9)(A),(B) and (C), the Debtors cannot
demonstrate the ability to propose a feasible Chapter 11 plan
within a reasonable period of time," the U.S. Trustee said.

                       About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury and affiliate Ventura
Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H. Case
Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Maire B. Corcoran,
Esq., Robert J. Keach, Esq., Jessica A. Lewis, Esq., and Jennifer
Rood, Esq., at Berstein, Shur, Sawyer & Nelson, serve as counsel
to the Debtors.  Donnelly Penman & Partners serves as its
investment banker.  In its schedules, the Debtor disclosed
$10,134,679 in assets, and $24,534,973 in liabilities as of the
petition date.

The Debtor proposed a liquidating plan, which provides for the
sale of Kingsbury's real estate located at 80 Laurel Street,
Keene, New Hampshire.  Secured claims will be paid in full from
the sale proceeds, or holders of secured claims will retain their
liens in the real estate and their allowed secured claims will be
satisfied from the real estate proceeds.  General unsecured claims
will be paid in full, while interests will be canceled and holders
of interests will take nothing under the Plan.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to serve on the Official Committee of Unsecured
Creditors.  Steven C. Reingold, Esq., at Jager Smith P.C.,
represents the Official Committee of Unsecured Creditors as
counsel.


KRATOS DEFENSE: Moody's Rates $675MM Second Lien Notes 'B3'
-----------------------------------------------------------
Moody's Investors Service affirmed Kratos Defense & Security
Solutions, Inc.'s Corporate Family and Probability of Default
ratings (CFR and PDR) of B3 and B3-PD respectively. At the same
time the rating agency assigned a rating of B3 (LGD-4, 54%) on the
company's proposed issue of $675 million of second lien notes due
in 2020. Proceeds from the issuance along with cash on hand and
revolving credit borrowings will be used to refinance the
company's $625 million first lien notes and pay associated
premiums and expenses. Upon full redemption of the existing notes
the rating on those obligations would be withdrawn. The company's
Speculative Grade Liquidity rating (SGL) was lowered to SGL-3
(adequate) from SGL-2 (good). The rating outlook is stable.

As a result of the transaction, Kratos will have higher debt and
significantly lower balance sheet liquidity. Offsetting this will
be lower interest expense and an extended debt maturity as the 10%
existing notes due in 2017 are repaid. Kratos will also have
greater flexibility to address its capital structure consistent
with its recently espoused policy of debt reduction. This arises
from redemption options included in the proposed indenture for the
second lien notes. The reduction in interest expense also improves
prospects for free cash flow available for debt repayment going
forward.

The affirmation of the B3 CFR and B3-PD PDR ratings balances this
higher financial leverage with improved coverage metrics and an
assumption that Kratos will deploy a substantial portion of future
cash flow towards lowering its debt burden. The lower liquidity
rating considers the reduction in cash balance and the utilization
of the company's asset-backed revolving credit facility (not
rated) to fund the cost of the refinancing. The stable outlook
recognizes that despite business pressures that could constrain
the pace of potential debt reduction, interest coverage and cash
flow should strengthen as a result of lower borrowing costs and
provide support for the B3 CFR.

Ratings Rationale:

The B3 CFR considers Kratos' moderate size, high financial
leverage and a declining U.S. defense spending environment. But it
also recognizes Kratos' product portfolio is positioned in areas
where funding levels are less vulnerable -- such as equipment used
in unmanned aerial & missile systems, satellite communications,
electronic warfare, radar and signals processing. Moreover, the
company's infrastructure security business, which is driven by
demand from commercial end-markets, should experience steady-to-
firmer volumes. While competitive pressure within the defense
services contracting environment has escalated over the past year,
Kratos' service businesses now constitute a minor portion of its
revenue mix (about a tenth). Free cash flow to debt should be in
the low single digit percentage range in 2014, and will benefit
from the refinancing transaction as well as provide flexibility to
navigate through a period when sequestration budget caps in 2014
and beyond more broadly affect the sector.

The stable rating outlook considers that although the U.S. defense
spending environment constrains revenue opportunities and limits
prospects for margin improvement, Kratos' performance is
sustainable with several coverage ratios benefiting from the
refinancing transaction and that a substantial portion of free
cash flow will be applied to reduce indebtedness over the
intermediate term.

A rating downgrade would likely follow expectation of debt to
EBITDA rising and remaining above the 7 times level and/or if
liquidity were to weaken further. A positive outlook or higher
rating is unlikely at this time but would require an expectation
of debt to EBITDA sustained in the low 5x range with EBIT to
interest approaching 1.5x.

Ratings assigned:

$675 million second lien notes, B3, LGD-4 , 54%

Ratings affirmed:

Corporate Family, B3

Probability of Default, B3-PD

$625 million first lien notes, B3, LGD-4 , 52% (to be withdrawn
upon completion of refinancing)

Ratings lowered:

Speculative Grade Liquidity to SGL-3 from SGL-2

The last rating action was on April 19, 2013 at which time the
company's CFR and PDR were affirmed, the rating outlook was
changed to stable from positive and the SGL rating was upgraded to
SGL-2 from SGL-3.

Kratos Defense & Solutions, Inc., headquartered in San Diego, CA,
operates in two sectors; Kratos Government Solutions (81% of 2012
revenues) and Public Safety and Security (19%). Revenue for the
twelve months ending September 30, 2013 were $978 million.


KRATOS DEFENSE: S&P Assigns 'B' Rating to $675MM Second-Lien Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Kratos Defense & Security Solutions Inc.'s proposed
$675 million second-lien notes with a recovery rating of '4',
indicating average recovery (30%-50%) in a payment default
scenario.  The company will use the notes to refinance its
existing $625 million notes.  The 'B' corporate credit rating and
negative outlook are unaffected by the transaction.  S&P believes
the impact of higher incremental debt will be offset by lower
interest expense and better cash generation in the future.  S&P's
range of expected key credit ratios is unchanged, with debt to
EBITDA of 6.2x-6.7x and EBITDA interest coverage of 1.7x-2.2x in
2014.

RATINGS LIST

Kratos Defense & Security Solutions Inc.
Corporate Credit Rating                      B/Negative

New Ratings

Kratos Defense & Security Solutions Inc.
$675 mil second-lien notes                   B
  Recovery Rating                             4


KRONOS INC: Moody's Lowers CFR to B3 & 1st Lien Debt Rating to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded Kronos Incorporated's
corporate family rating ("CFR") to B3 from B2, its probability of
default rating to B3-PD from B2-PD, and the ratings for its 1st
and 2nd lien senior secured credit facilities by one notch to B1
and Caa2, respectively. Kronos' ratings outlook is stable. The
company plans to increase the size of its previously proposed
dividend to $490 million by upsizing its incremental term loans to
$380 million from $300 million. The downgrade of Kronos' ratings
reflects the deterioration in the company's credit metrics
resulting from the increase in debt and its aggressive financial
policies.

Ratings Rationale:

Moody's estimates that pro forma for the dividend
recapitalization, Kronos' leverage will increase by about 1.3x to
7.6x (total debt-to-LTM June 2013 EBITDA, incorporating Moody's
standard analytical adjustments). This is approximately 0.3x
higher than the recapitalization that was announced last week, and
more than the pro forma leverage that resulted from the dividend
recapitalization in October 2012. Moody's believes that given
Kronos' recent history of debt-funded dividends and increasing
financial risk tolerance, frequent debt-funded shareholder
distributions could cause leverage to stay at elevated levels.
Moody's also expects Kronos' leverage to remain near 6.5x (Moody's
adjusted) until mid 2015, assuming there are no leveraging
transactions.

The B3 CFR is largely driven by Kronos' aggressive fiscal policies
under its financial sponsors. The B3 rating reflects Kronos'
elevated financial risk, especially compared to some of its main
competitors, its highly competitive market, and narrow market
focus on the workforce management (WFM) applications segment.

At the same time, Kronos' B3 rating is supported by its leading
market position in the WFM segment which has good growth
prospects. Kronos' credit profile benefits from its large and
diversified installed base, its high levels of recurring
maintenance and subscription revenues, and Moody's expectation
that Kronos should generate free cash flow of about 3% to 4% of
total debt in the next 12 months.

The stable ratings outlook reflects Moody's expectations that
Kronos will maintain good liquidity and generate organic EBITDA
growth in the low teens percentages in the next 12 to 18 months.

Moody's could raise Kronos' ratings if the company generates
sustained revenue and earnings growth and demonstrates more
conservative financial policies such that Moody's believes that
Kronos could sustain leverage below 6.5x (Moody's adjusted) and
free cash flow in the mid single digit percentages of total debt.

Conversely, Moody's could downgrade Kronos' ratings if revenue
growth weakens as a result of increasing competition or execution
challenges, or EBITDA margins decline, leading to an erosion in
liquidity and operating cash flow. The rating could be downgraded
if free cash flow falls to breakeven levels for an extended period
of time or leverage is sustained above 8x.

Moody's has taken the following rating actions:

Issuer: Kronos Incorporated

Corporate Family Rating -- B3, downgraded from B2

Probability of Default Rating -- B3-PD, downgraded from B2-PD

Senior Secured Revolver Credit Facility due October 2017 -- B1,
LGD2 (29%), downgraded from Ba3, LGD3 (31%)

1st Lien Term Loan due October 2019 -- B1, LGD2 (29%), downgraded
from Ba3, LGD3 (31%)

2nd Lien Term Loan due April 2020 -- Caa2, LGD 5 (83%), downgrade
from Caa1, LGD5 (84%)

Outlook Action:

Outlook: Stable, revised from 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.


KRONOS INC: S&P Retains 'CCC+' Rating on 2nd-Lien Loan Due 2020
---------------------------------------------------------------
Standard & Poor's Ratings Services said its 'CCC+' issue rating
and '6' recovery rating on Kronos Inc.'s second-lien term loan due
2020 remain unchanged following the company's intention to
increase by $80 million the size of its planned add-on to the
second-lien debt.  The '6' recovery rating indicates S&P's
expectations of negligible (0%-10%) recovery in the event of a
payment default.  The 'B' corporate credit rating and negative
outlook on Kronos and the ratings on its other issues also remain
unchanged.

The total planned add-on is now $380 million, bringing the total
loan amount outstanding to $2.27 billion, consisting of
$1.405 billion first-lien and $865 million second-lien debt.  The
company plans to use the proceeds from the add-on to help fund a
dividend to shareholders.

With this increase to the add-on, leverage will rise modestly to a
pro forma fiscal 2013 level of 8.3x from 8.0x.  S&P's rating
reflects its view of the company's "fair" business risk position
and its highly leveraged financial risk profile.  The negative
outlook reflects S&P's view that the current high leverage level
will decline modestly over the next year assuming the company's
strong operating performance continues.

For the complete corporate credit rating rationale, see S&P's
research update on Kronos, published Nov. 15, 2013, on
RatingsDirect.

RATINGS LIST

Kronos Inc.
Corporate Credit Rating                      B/Negative/--
  Senior Secured
  $865 mil. second-lien term loan due 2020    CCC+
   Recovery Rating                            6


LATTICE INC: Posts $49,445 Net Income in Third Quarter
------------------------------------------------------
Lattice Incorporated filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $49,445 on $2.17 million of revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $107,317 on $2.12
million of revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $16,222 on $6.27 million of revenue as compared with
net income of $20,982 on $6.04 million of revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $4.59
million in total assets, $6.30 million in total liabilities and a
$1.71 million deficit attributable to shareowners of the Company.

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

                       http://is.gd/nnCtRM

                        About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

Lattice Incorporated disclosed a net loss of $570,772 on $10.77
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $6.06 million on $11.44 million of revenue for
the year ended Dec. 31, 2011.

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 has a history of
operating losses, has a working capital deficit and requires
additional working capital to meet its current liabilities.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


LEAGUE GROUP: B.C. Supreme Court Extends CCAA Proceedings
---------------------------------------------------------
The Supreme Court of British Columbia approved the appointment of
John Parkinson as the Interim Chief Executive Officer of the
LEAGUE Group and an extension to the CCAA proceedings until
June 28, 2014, under expanded powers of the Monitor, PWC.  In
addition, IGW Public Limited Partnership, a member of the LEAGUE
Group, on Nov. 22 received court approval for the sale of all of
its units in TSX listed Partners REIT (PAR.UN) to McCowan and
Associates Ltd.

McCowan and Associates is a private company controlled by Ron
McCowan, an entrepreneur who has over 40 years of extensive
experience in real estate development, construction, ownership and
management. McCowan and Associates currently owns and manages
properties comprising more than 3 million square feet.

IGW Public Limited Partnership will sell 3,872,863 units to
McCowan and Associates for $7 per unit (a premium of 20% from Nov
21st 2013 closing price of $5.85).  The total consideration will
be $27,110,041.  The proceeds will be used to pay down certain
elements of the LEAGUE Group's secured debt.

"The extension and the sale represents a step forward in the
LEAGUE Group's progression through the CCAA process," says
John Parkinson, also adding, "We are impressed with McCowan and
Associates and believe their involvement will play a significant
role in the future of Partners REIT."

                    About the LEAGUE Group

LEAGUE Financial Partners is a real estate management and
development company.  On October 18, 2013, IGW Public Limited
Partnership and certain other entities (the "League Group") filed
for, and were granted, creditor protection under the Companies'
Creditors Arrangement Act (CCAA) by the Supreme Court of British
Columbia.


LEHMAN BROTHERS: Defends Bid to Subordinate Fannie Mae Claim
------------------------------------------------------------
Lehman Brothers Holdings Inc. defended its request to subordinate
the claim of Federal National Mortgage Association (Fannie Mae)
tied to the sale of residential mortgage-backed securities.

In court papers, Lehman asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to issue
an order subordinating the claim, saying the securities were
issued by Structured Asset Securities Corp.

"SASCO is the issuer of the Lehman RMBS and it is an affiliate of
LBHI," said Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in
New York.  "As such, [the Fannie Mae claim] is subject to
mandatory subordination under section 510(b)."

Section 510(b) of the Bankruptcy Code requires the subordination
of claims for damages arising from the purchase or sale of a
security of the debtor or its affiliate to the claims of
unsecured creditors.

Fannie Mae had argued that its claim doesn't fit into any of the
categories that would subject it to subordination under Section
510(b).  It wants its claim allowed as general unsecured.

The claim, which alleges violations of U.S. securities law, seeks
to recover losses from Fannie Mae's investments in residential
mortgage-backed securities.

Earlier, Lehman and Fannie Mae signed a stipulation, under which
both sides agreed that the portions of the company's objection
asserting that the agency's aggregate recoveries may exceed its
actual losses and that the agency's recoveries on its claim
constitute a windfall at the expense of general unsecured
creditors will be continued without prejudice.  The stipulation
can be accessed for free at http://is.gd/o1J735

Fannie Mae is represented by David Neier, Esq. --
dneier@winston.com -- at Winston & Strawn LLP, in New York.

                    Fannie Mae's Objection

LEHMAN BANKRUPTCY NEWS earlier reported that The Federal National
Mortgage Association (Fannie Mae) asked the U.S. Bankruptcy Court
in Manhattan to deny Lehman Brothers Holdings' request to
subordinate its claim tied to the sale of residential mortgage-
backed securities.

Fannie Mae argued that its claim isn't subject to "mandatory
subordination" under Section 510(b), a provision of the
Bankruptcy Code cited by Lehman when it asked the court in
September to block the agency's bid to have its claim allowed as
general unsecured.

Fannie Mae said its claim does not fit into any of the categories
that would subject it to subordination.

The claim, which alleges violations of U.S. securities law, seeks
to recover losses from Fannie Mae's investments in RMBS issued by
Lehman's affiliates.  Lehman wants the claim subordinated
pursuant to Section 510(b) and classified in Class 11 under its
$65 billion payout plan.

Section 510(b) requires that claims for damages resulting from
the purchase or sale of a security of a debtor or its affiliate
be subordinated to the claims of other unsecured creditors.
Meanwhile, Lehman's payout plan classifies claims that are
subject to the provision in Class 11.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Wants 27 Indemnification Claims Pegged at $0
-------------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to estimate in the amount of zero dollars 27
indemnification claims filed by former employees.

Attorney for Lehman, Robert Lemons, Esq., at Weil Gotshal &
Manges LLP, in New York, said the company's alleged liability "is
so contingent and speculative that the employee indemnification
claims likely will remain contingent and unliquidated
indefinitely."

The claims seek indemnification and advancement of defense costs
from Lehman in connection with any litigation that has been or
could be initiated against the former employees, according to
court papers.  The claims are listed at http://is.gd/kpPULx

"The claimants alleged in their proofs of claim that LBHI may owe
such obligations pursuant to LBHI's bylaws or other documents,"
Mr. Lemons said.  "However, claimants did not point to any costs
incurred or judgments entered against them that could be subject
to the alleged indemnities referenced in the claims."

A court hearing is scheduled for Dec. 19.  Objections are due by
Dec. 12.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Black Diamond, DBDO Ask for Documents
------------------------------------------------------
Black Diamond Offshore Ltd. and Double Black Diamond Offshore
Ltd. asked the U.S. Bankruptcy Court in Manhattan to force Lehman
Brothers Holdings Inc. to turn over documents related to two ISDA
master agreements with the company's special financing unit and
Lehman Brothers International (Europe).

The claimants want a turnover of all documents reflecting
derivative transactions completed pursuant to the agreements, and
documents related to the guarantees drafted or issued by Lehman
in connection with the agreements.

The ISDA master agreements were terminated early after Lehman
filed for bankruptcy protection in 2008, according to the
claimants which are owed more than $15.8 million pursuant to the
guarantees.

A court hearing is scheduled for Dec. 18.  Objections are due by
Dec. 13.

Black Diamond and DBDO are represented by:

     Angela J. Somers, Esq.
     Reid Collins & Tsai LLP
     One Penn Plaza, 49th Floor
     New York, NY 10119
     Tel: (212) 344-5200
     Fax: (212) 344-5299
     Email: asomers@rctlegal.com

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Transfers 20% Stake in LBI to Third Party
----------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
announced that the company transferred more than 20% of its
ownership interest in the brokerage to an "unrelated third
party."

James Giddens, the court-appointed trustee, said that he
registered the transfer of 211 shares of the common stock of the
brokerage on Nov. 20, which represents about 21% of the equity of
the brokerage.

The move is part of the agreement made early this year, which
settled nearly $44 billion in customer claims by Lehman and its
European unit against the brokerage.

The agreement, approved on April 16 by the U.S. Bankruptcy in
Manhattan, required Lehman and the brokerage to deconsolidate for
tax purposes, which was to be effected by the transfer of at
least 20% of the holdings company's ownership interest in the
brokerage to a third party buyer.

The settlement paved the way for full repayment to former
customers of the brokerage.  Under the deal, Lehman's customer
claim was slashed from $19.9 billion to $2.3 billion.  Meanwhile,
Lehman Brothers International (Europe) received a $9 billion
customer claim, down from the $24 billion it originally wanted.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Files 48th Status Report on ADR Settlements
------------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman's legal counsel, filed a status
report on the settlement of claims it negotiated through the so-
called alternative dispute resolution process.

The report noted that since the filing of the 47th status report,
Lehman has served two additional ADR notices, bringing the total
number of notices served to 437.

The company also reached settlements with counterparties in nine
ADR matters, eight as a result of mediation.  Upon closing of
those settlements, the company will recover a total of
$2,054,130,582.  Settlements have now been reached in 290 ADR
matters involving 388 counterparties.

As of Nov. 20, 120 of the 129 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only nine mediations were terminated without settlement.

Fourteen more mediations are scheduled to be conducted for the
period Nov. 22, 2013 to Jan. 29, 2014.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEO MOTORS: Incurs $159,000 Net Loss in Third Quarter
-----------------------------------------------------
Leo Motors, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $158,938 on $0 of revenues for the three months ended Sept. 30,
2013, as compared with a net loss of $184,052 on $915 of revenues
for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $528,065 on $0 of revenues as compared with net income
of $391,479 on $25,301 of revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.58
million in total assets, $2.10 million in total liabilities and a
$511,693 total deficit.

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

                        http://is.gd/1w6M4i

                          About Leo Motors

Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo
Motors, Inc., a Nevada corporation, is currently engaged in the
research and development of multiple products, prototypes and
conceptualizations based on proprietary, patented and patent
pending electric power generation, drive train and storage
technologies.

In 2011, the Company determined its investment in Leo B&T Inc. an
investment account was impaired and recorded an expense of
$4.5 million.  During the 2012 year the Company had a net non
operating income largely from the result of the forgiveness of
debt for $1.3 million.

The Company reported a net loss of $1.9 million on $25,605 of
revenues in 2012, compared with a net loss of $5.4 million on
$920,587 of revenues in 2011.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, John Scrudato CPA, in Califon, New
Jersey, expressed substantial doubt about Leo Motors' ability to
continue as a going concern, citing the Company's significant
losses since inception of $16.2 million and working capital
deficit of $632,161.


LIBERTY TIRE: Moody's Rates Proposed $25MM Add-on Notes 'Caa2'
--------------------------------------------------------------
Moody's assigned a Caa2 rating to Liberty Tire Holdco LLC's
proposed $25 million add-on to the 11% notes due 2016. Moody's
also affirmed the Caa1 corporate family and Caa1-PD probability of
default ratings for Liberty Tire as well as the Caa2 rating on the
company's existing $200 million senior unsecured notes. Proceeds
of the offering will primarily be applied to reduce revolver draw.
The company's rating outlook is stable.

Assignments:

Issuer: Liberty Tire Recycling Holdco, LLC

$25 million Add-On Senior Unsecured Regular Bond/Debenture Oct 1,
2016, Assigned Caa2 (LGD4, 67%)

Affirmations:

Issuer: Liberty Tire Recycling Holdco, LLC

Corporate Family Rating, Affirmed Caa1

Probability of Default Rating, Affirmed Caa1-PD

$200 million Existing Senior Unsecured Regular Bond/Debenture Oct
1, 2016, Affirmed Caa2 (LGD4, 67% from LGD4, 66%)

Outlook Actions:

Issuer: Liberty Tire Recycling Holdco, LLC

Outlook, Remains Stable

Ratings Rationale:

Liberty Tire's Caa1 Corporate Family Rating recognizes the
company's high leverage, (over 6.2x Moody's adjusted debt/EBITDA
for LTM 09/30/2013), low single digit operating margins, adequate
liquidity, and modest scale. The proposed $25 million term loan
add-on and recent revolving credit facility amendment which
increased the size of the revolving commitment $10 million to $75
million and extends the maturity 18 months to April 2016, provide
additional liquidity which should allow management to fully focus
on continuing operational improvements. Liberty Tire is the
largest collector of used vehicular tires in the US and Canada.
The company processes scrap tires for use in several end market
uses include reselling the tires with remaining tread life for use
on other cars, mixing crumb rubber in road surface and safety
asphalt, using rubber mulch for playgrounds and flowerbeds, and
burning tires as fuel for cement, paper, and other energy-intense
processes. In the absence of alternative uses, the company
disposes the shredded tires in landfills, itself a value-added
service as many landfills are prohibited from accepting whole
tires.

The stable outlook reflects Moody's expectation of modest positive
free cash flow generation in 2014 with all meaningful facilities
contributing to earning while capex declines to maintenance
levels. Free cash flow is expected to be applied to reduce
revolver draw. Moody's does not anticipate meaningful improvement
in end market demand for the company's products.

Moody's considers Liberty Tire's liquidity to be adequate with
about $48 million in revolver availability assuming a successful
placement of the $25 million add-on ($22 million net of fees).
Moody's expects free cash flow generation to gradually improve
into 2014 through EBITDA generation as the company's efforts to
improve plant operations and tire collection costs pay off.
Moody's notes the company's lowest liquidity point tends to be
early in the year when inventory builds for spring concentrated
sale of rubber mulch at home improvement centers and highway road
surfacing.

Leverage declining below 5.0x on a sustained basis, liquidity
sustained above $30 million, and free cash flow/debt improving to
the mid single digit level could lead to a rating upgrade.
Liquidity declining to $10 million or lower, an acquisition
driving up leverage over 7.0x, or expectation for negative free
cash flow on a sustained basis could lead to downgrade.

Liberty Tire Recycling Holdco, LLC., headquartered in Pittsburgh,
PA, is a scrap tire collector and recycler in the United States
and Canada. Revenues in 2012 were $327 million. The company is
majority-owned by American Securities, LLC.


LIFEPOINT HOSPITALS: Fitch Rates $500MM Sr. Unsecured Notes 'BB'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to LifePoint Hospitals,
Inc.'s $500 million proposed senior unsecured notes. A complete
list of ratings follows at the end of this release. The ratings
apply to approximately $1.7 billion of debt at Sept. 30, 2013. The
Rating Outlook is Stable.

Key Rating Drivers:

-- Pro forma for the $500 million notes issue, LifePoint's
leverage (total debt to EBITDA) of 4.0x EBITDA at Sept. 30, 2013,
is amongst the lowest in the for-profit hospital industry.

-- Fitch anticipated that debt would trend higher during the
second half of 2013 as the result of funding acquisitions and
share repurchases, but it remains consistent with the company's
publicly stated leverage target of 3x-4x EBITDA.

-- Liquidity is solid. Lower profitability resulting from the
integration of recently acquired hospitals is expected to pressure
the level of free cash flow (FCF; cash from operations less
dividends and capital expenditures), but Fitch expects it to
remain above $150 million annually.

-- Organic growth in patient volume has been persistently weak
across the for-profit hospital industry. However, Fitch expects
the sector to benefit from the implementation of the Affordable
Care Act (ACA) starting in 2014. LifePoint's recent hospital
acquisitions are also supporting growth for the company.

Solid Balance Sheet Helps Acquisition Strategy:

LifePoint has consistently demonstrated a strong level of
financial flexibility in recent years. Although the notes issuance
increases leverage by a full turn of EBITDA, the company maintains
good headroom in the financial and credit metrics relative to the
'BB' rating. Pro forma for the notes issuance, gross debt leverage
remains among the lowest in the for-profit hospital industry with
debt-to-EBITDA of 1.4x through the senior secured bank debt, 3.0x
through the senior unsecured notes, and 4.0x through the senior
subordinated convertible notes.

Hospital acquisitions have recently been a top use of cash for
LifePoint, consuming 31%, 52%, and 9.6% of CFO in 2011, 2012 and
the LTM ended Sept. 30, 2013, respectively. Fitch estimates that
the company's recent acquisitions will contribute about $220
million of revenue in 2013, or about 5.5% of the company's 2012
revenue before bad debt expense of $4.1 billion. In recent years,
LifePoint has primarily used cash on hand to fund a series of
small acquisitions, focusing on inpatient acute care hospital
assets.

With CFO trending around $400 million and capital expenditures
around $230 million, Fitch estimates that LifePoint can fund two
or three small hospital acquisitions with cash on hand annually
assuming that asset prices do not increase significantly.
LifePoint has announced three acquisitions during 2013, and
proceeds of the notes issuance will be in part applied to the cost
of these acquisitions. Higher debt levels to fund acquisitions are
consistent with Fitch's expectation that LifePoint does not have
financial incentive to manage its balance sheet with debt below
3.0x EBITDA.

LifePoint's relatively stronger balance sheet, coupled with a
record of accomplishment of successfully managing sole provider
hospitals in rural markets, help make the company an attractive
acquirer of hospitals in its preferred markets. LifePoint has
recently been focusing on adding assets in faster growing markets
where it can still have sole provider status, and in recent years
has added markets in three new states - North Carolina, Michigan
and Indiana. LifePoint does have some geographic concentration,
with 55% of 2012 revenue generated in the company's five largest
states, so acquisitions that broaden geographic scope are
favorable to the business profile.

Good Financial Flexibility:

Adequate sources of liquidity also support LifePoint's credit
profile. In the past year, LifePoint extended its debt maturity
profile by refinancing its bank term loan and retiring the
subordinate convertible debentures, which were puttable to the
company in February 2013.

The largest upcoming maturity is the $575 million senior
subordinated convertible notes maturing May 2014. Fitch expects
the company will refinance this maturity, and notes that LifePoint
currently has capacity to refinance the debt on either of the
secured or unsecured level. The bank agreement permits additional
secured debt up to a senior secured leverage ratio of 3.5x with an
$800 million carveout regardless of the ratio (there is a
springing lien provision in the senior unsecured notes indenture
which required these notes to become ratably secured when secured
debt is greater than 3.0x EBITDA).

At Sept. 30, 2013, liquidity was provided by approximately $194
million of cash on hand, availability on the company's $350
million bank credit facility revolver ($326 million available),
and FCF ($202 million for the latest 12 months [LTM] period,
defined as cash from operations less dividends and capital
expenditures).

Fitch projects that LifePoint's FCF will contract by about $40
million in 2013 versus the LTM level, to $160 million. This is
because of lower profitability and higher capital expenditures in
Q4'13. An expectation for a slight contraction in the EBITDA
margin is primarily because of the integration of less profitable
acquired hospitals.

Rural Market Recovery Lagging Broader Industry:

LifePoint is the only pure-play non-urban hospital operator in the
industry, with a sole-provider position in 53 of its 57 markets,
although the company has gained exposure in larger rural and small
suburban markets through some of its recent acquisitions. Having
sole-provider status in the vast majority of markets confers
certain benefits on LifePoint in capturing organic patient volume
growth as well as in negotiating price increases with commercial
health insurers.

While LifePoint's organic patient volume growth has recently
lagged the broader for-profit hospital industry, the company's
results have been consistent with the experience of other rural
and suburban market hospital operators. While persistently weak
organic volume trends across the industry began to show signs of
improvement in the second half of 2011, providers in urban markets
exhibited a much stronger rebound in volume growth that has since
reversed for most companies, with weak organic volume trends
industry-wide in 2012 and the first nine months of 2013.

LifePoint and the company's peers have recently been successful in
augmenting weak organic operating trends through acquisition of
inpatient hospitals and other types of care delivery assets.
Consolidation of the industry has been encouraged by the financial
pressures on smaller operators related to payment reforms that are
required by the Affordable Care Act (ACA), and capital
requirements necessary to comply with other government mandates,
such as the implementation of electronic health records.

Affordable Care Act a Positive Driver In 2014:

The main provisions of the ACA that will affect the for-profit
hospital industry include the mandate for individuals to purchase
health insurance or face a financial penalty, and the expansion of
Medicaid eligibility. These elements are scheduled to take effect
in early 2014.

Fitch expects an initially positive financial effect on the acute-
care hospital industry because of the coverage expansion elements
of the ACA, mostly as the result of reduced levels of
uncompensated care, but also through a mild positive boost to
utilization of healthcare services by the newly insured. Over the
several years following the coverage expansion, Fitch expects to
see some erosion of the initial benefits. This is because of a
reduction in Medicare payments through cuts required by the ACA,
as well as a general evolution away from volume-based and toward
value-based pricing for healthcare providers.

Rating Sensitivities:

LifePoint's current financial and credit metrics provide decent
headroom within the 'BB' rating category. However, a positive
rating action is unlikely in the near term unless Fitch believes
the company will maintain its gross debt level at or below 3.0x
EBITDA.

A downgrade could result from gross debt to EBITDA consistently
maintained above 4.0x and FCF generation trending below $150
million annually. Drivers of higher leverage and lower cash
generation could include leveraging acquisitions, difficulties in
integrating recent acquisitions, and a persistently weak organic
operating trend in the for-profit hospital sector.

Debt Issue Ratings:

Fitch currently rates LifePoint as follows:

-- Issuer Default Rating 'BB';
-- Secured bank facility 'BB+';
-- Senior unsecured notes 'BB';
-- Subordinated convertible notes 'BB-'.


LIFEPOINT HOSPITALS: Moody's Rates Proposed Unsecured Notes Ba1
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 (LGD 3, 39%) rating to
LifePoint Hospitals' proposed senior unsecured note offering.
LifePoint's existing ratings, including the Ba2 Corporate Family
Rating and Ba2-PD Probability of Default Rating remain unchanged.
The outlook for the ratings is stable.

While the issuance of $500 million in senior notes will increase
adjusted debt to EBITDA to 4.4 times, Moody's does not expect
leverage to be sustained at this level. Moody's expects that
leverage will return to around 4.0 times by the end of 2014
through a combination of incremental EBITDA from previously
announced acquisitions and the maturity of the company's $575
million convertible senior subordinated notes in May 2014.

However, barring any other changes in the capital structure or the
Corporate Family Rating, Moody's expects to downgrade the
company's senior debt to Ba2 upon the maturity of the subordinated
notes. The repayment of the subordinated debt upon maturity will
eliminate a layer of loss absorption that currently benefits the
rating on the company's senior secured and senior unsecured debt.
The lower rating would also reflect the fact that the
preponderance of the company's debt would reside at the senior
creditor level at that point.

Following is a summary of Moody's rating actions.

Rating assigned:

  Senior unsecured notes due 2021 at Ba1 (LGD 3, 39%)

Ratings unchanged / LGD assessments revised:

  Senior secured revolver at Ba1 (LGD 3, 39%) from (LGD 3, 35%)

  Senior secured term loans at Ba1 (LGD 3, 39%) from (LGD 3, 35%)

  Senior notes at Ba1 (LGD 3, 39%) from (LGD 3, 35%)

Ratings Rationale:

LifePoint's Ba2 Corporate Family Rating reflects Moody's
expectation that the company's operating performance will result
in strong interest coverage and cash flow coverage of debt.
Leverage will increase in the near term but is not expected to
remain above 4.0 times. Moody's also expects the company to
continue with its active pursuit of acquisitions and share
repurchase activity. The rating also incorporates Moody's
expectation of a difficult operating environment in the near term,
characterized by reimbursement pressures and weak volume trends,
but improving in 2014 as provisions of the Affordable Care Act are
implemented.

Moody's does not expect an upgrade in the near term given the
increase in leverage. However, Moody's could upgrade the rating if
the company grows earnings through acquisitions that do not
significantly disrupt operations or require a material use of
incremental debt, such that debt to EBITDA is sustained at or
below 3.0 times.

Moody's could downgrade the rating if it believes LifePoint's
financial policy is becoming more aggressive and it pursues debt
financed acquisitions or share repurchases or if the company
experiences operating challenges such that debt to EBITDA is
expected to be sustained above 4.0 times.

Headquartered in Brentwood, Tennessee, LifePoint Hospitals is a
leading operator of general acute care hospitals with operations
predominantly in non-urban communities. The company generated
revenue of approximately $3.6 billion net of the provision for
doubtful accounts in the twelve months ended September 30, 2013.


LIFEPOINT HOSPITALS: S&P Affirms 'BB-' CCR and Revises Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services has reviewed its ratings on
LifePoint Hospitals Inc., which it labeled as "under criteria
observation" (UCO) after the publishing of its revised corporate
criteria on Nov. 19, 2013.  Standard & Poor's expedited the review
of its ratings on LifePoint because of the company's announced
debt issue.  With S&P's criteria review of LifePoint complete, it
assigned a 'BB-' issue-level rating (the same as the  corporate
credit rating) and '3' recovery rating to LifePoint's proposed
senior unsecured notes.  The '3' recovery rating indicates S&P's
expectation of meaningful (50-70%) recovery for lenders in the
event of default.  S&P also affirmed its 'BB-' corporate credit
and debt ratings on the company.  S&P also revised the outlook to
negative from stable.

"The ratings on Brentwood, Tenn.-based LifePoint Hospitals Inc.
incorporate Standard & Poor's Ratings Services' assessment that
the rural hospital chain has a "weak" business risk profile, given
its relatively limited size and market exposure and reimbursement
risk," said credit analyst David Peknay.  "We view LifePoint's
financial risk profile as "significant", reflecting a debt-to-
EBITDA ratio within its publicly stated 3x to 4x target.  The
pending debt issuance and declining operating trends suggests that
Lifepoint's financial risk profile is at risk in that debt to
EBITDA may remain above 4x through 2014, although our base case
anticipates delevering to about 3.9x. LifePoint owns and operates
57 hospitals in nonurban locations."

S&P's negative rating outlook on LifePoint Hospitals reflects its
view that industry pressures may jeopardize its base case
expectations and preclude its deleveraging scenario.  If physician
employment costs, weak patient volume trends, and reimbursement
cuts continue to strain profitability, it may make it difficult
for the company to reduce leverage back to the level that S&P
considers consistent with a significant financial risk profile.

                          Upside scenario

A revision to a stable outlook is predicated on the company
reducing leverage below 4x and S&P believes it will remain there.
Key factors that we believe must occur include the margin
stabilization of the its base business, attainment of reasonable
profitability from its acquisitions, and confidence in the
company's commitment to maintaining leverage below 4x.

                        Downside scenario

A downgrade would be predicated on operating challenges that would
prevent LifePoint from again achieving credit metrics consistent
with a significant financial risk profile.  This might include
sustained organic revenue declines of even modest size, caused by
a chronic reduction in admissions and adverse reimbursement
changes.  S&P believes this would be accompanied by a margin
contraction of at least 100 basis points.


LIGHTSQUARED INC: Exit Plans Not Feasible, US Trustee Says
----------------------------------------------------------
The U.S. Trustee claims that that none of the four competing
reorganization plans for LightSquared Inc. -- one each by
LightSquared, Harbinger, a group of secured lenders and Mast
Capital Management LLC -- is feasible and can be confirmed by the
bankruptcy court.

The assets the plans are hoping to sell may not even be controlled
by the estate, depending on approval from the Federal
Communications Commission and Industry Canada, according to U.S.
Trustee Tracy Hope Davis, Law360 reported.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee, in her court filing on Nov. 22,
offered her opinion that none of the plans meets the "feasibility"
requirement because they all require approval from the U.S.
Federal Communications Commission to use or sell spectrum
licenses.

The U.S. Trustee said it "may take years" before FCC approval is
secured. She also said all four plans are defective because they
too liberally dispense immunity from lawsuits in favor of non-
bankrupt third parties.

There is a hearing on Nov. 26 in U.S. Bankruptcy Court in
Manhattan were proponents of the four plans once again can vent
their objections to the others' proposals. Three plans call for a
sale of assets while the proposal by LightSquared's owner
Harbinger Capital Partners LLC is a reorganization.

There will be a confirmation hearing on Dec. 10 for approval of
one of the plans. Confirmation is preceded by an auction on Dec. 3
to determine who makes the best offer for the business.

LightSquared hinted in a court filing this month that it may
attempt to delay plan approval in view of the company's suit filed
on Nov. 15 alleging that Charles Ergen and his Dish Networks Corp.
impermissibly purchased more than $1 billion in LightSquared debt
as part of a scheme to become the owner through the plan proposed
by secured noteholders.  Dish has an offer on the table to pay
$2.22 billion in cash for LightSquared's assets.

Dish shareholders are in Nevada state court on Nov. 26 asking the
judge to bar Ergen from participating in the LightSquared auction,
saying he violated duties to Dish in buying up LightSquared debt
for his personal benefit.

                      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.


LONGVIEW POWER: Judge Approves $150 Million Financing from Lenders
------------------------------------------------------------------
Longview Power LLC won court approval of a $150 million loan from
a majority of its lenders to help fund operations while undergoing
a Chapter 11 restructuring.

Joseph Checkler, writing for Dow Jones Business News, reported
that Judge Brendan Shannon of U.S. Bankruptcy Court in Wilmington,
Del., on Nov. 21 approved a loan that the company hopes will keep
it afloat as it marches toward an exit from bankruptcy as soon as
early 2014.

The DIP financing package calls for lenders holding more than 60%
of Longview's senior debt to provide new financing for Longview,
so it can fix its power plant and continue with its restructuring.

Bloomberg News reports that The financing package consists of a
multidraw term loan of as much as $150 million, which includes a
letter of credit sub-facility for as much as $30 million,
according to documents filed Nov. 1.

The financing "provides a comprehensive capital solution" to
support Longview's restructuring while forming the "framework for
a plan of reorganization," the company said in court papers,
according to Bloomberg.

"We think this is a more constructive phase of the case," said
Kirkland & Ellis LLP's Ray Schrock, referring to the constant
acrimony between parties since Longview's August Chapter 11
filing, the Dow Jones report cited.

                       $2-Bil. Plant

Longview spent $2 billion to build a coal-fired plant in West
Virginia.

According to Dow Jones Business News, the debtor-in-possession
loan comes amid an ongoing fight between Longview and the
contractors who built its now troubled coal-fired power plant, the
report related.  That squabble is tying up $58 million in lines of
credit, money that Longview could have theoretically fallen back
on once it used the rest of its cash. Now, it won't need to rely
on it. The contractors last week said they wouldn't oppose the
loan, a key moment because they have rights against the assets
that secure the new financing. Some wording changes were made to
the loan documents reserving the rights of the contractors.

Those contractors, subsidiaries of Norwegian construction company
Kvaerner ASA, of Siemens AG, and of German engineering firm Foster
Wheeler AG, have been in a blame game with Longview over problems
at the 700-megawatt plant, located in Maidsville, W.V., the report
further related.  The plant, called Longview, provides power in
West Virginia, Pennsylvania and New Jersey.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.

Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant.  Under the Plan, the
lenders would share between 85 percent and 90 percent of the
reorganized company's equity, court papers show.  The lenders
providing the bankruptcy loan would get the rest of the equity.


LYFE COMMUNICATIONS: Incurs $451,700 Net Loss in Third Quarter
--------------------------------------------------------------
LYFE Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $451,719 on $46,743 of revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $322,534 on
$133,107 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 $1.70 million on $157,001 of revenues as compared with
a net loss of $1.07 million on $458,654 of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.11
million in total assets, $3.72 million in total liabilities and a
$2.60 million total stockholders' deficit.

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

                         http://is.gd/u4Rg9E

                       About LYFE Communications

South Jordan, Utah-based LYFE Communications, Inc.'s business is
to develop, deploy, and operate next generation media and
communications network based services to single-family, multi-
family, high-rise resort and hospitality properties.

LYFE Communications incurred a net loss of $1.74 million on
$531,531 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $3.88 million on $621,830 of revenue for the
year ended Dec. 31, 2011.

HJ & Associates, LLC, in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered losses since inception.  The Company
has not established operations with consistent revenue streams and
has a working capital deficit.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


MANASOTA GROUP: Delays Form 10-Q for Third Quarter
--------------------------------------------------
Manasota Group, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
Sept. 30, 2013.   During the last five months, the Company's
accounting staff has been fully engaged with determining the
proper accounting treatment of certain adjustments relating to the
building it owns.  As a result, the subject report could not be
filed timely without unreasonable effort and expense.

                       About Manasota Group

Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.

Manasota Group reported net income of $35,440 on $175,004
of total operating income for the year ended Dec. 31, 2012, as
compared with a net loss of $544,686 on $273,266 of total
operating revenue during the prior year.

For the three months ended March 31, 2013, the Company posted net
income of $6,122 on $43,751 of total operating revenue, as
compared with net income of $10,891 on $43,751 of total operating
revenue for the same period a year ago.

As of March 31, 2013, the Company had $1.20 million in total
assets, $1.51 million in total liabilities and a $312,286 total
shareholders' deficit.


MARIAH RE: Can't Take Back $100MM Payment, Insurer Argues
---------------------------------------------------------
Law360 reported that American Family Mutual Insurance Co. told a
New York federal court on Nov. 20 that the liquidators of Mariah
Re Ltd. could not reel back the $100 million the reinsurer paid
for storm losses, arguing the payment was based on accurate data.

According to the report, American Family and fellow defendants AIR
Worldwide Corp. and ISO Services Inc. each asked the court to toss
Mariah's lawsuit, which alleged that ISO improperly revised a
report about a 2011 storm to state that metropolitan areas in
Kansas were impacted.

The case is Mariah Re Ltd. (In Liquidation) v. American Family
Mutual Insurance Company et al., Case No. 1:13-cv-04657 (S.D.N.Y.)
before Judge Richard J. Sullivan.

Messrs. Geoffrey Varga and Jess Shakespeare of Kinetic Partners
were appointed as liquidators of Mariah Re.  They can be reached
at:

          Geoffrey Varga
          Jess Shakespeare
          KINETIC PARTNERS (CAYMAN) LIMITED
          The Harbour Centre, 42 North Church Street
          P.O. Box 10387, Grand Cayman KY1-1004
          Cayman Islands


MERCANTILE BANCORP: Plan Filing Period Extended Until Dec. 24
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended Mercantile Bancorp, Inc.'s exclusive periods to file and
obtain acceptances of a Chapter 11 Plan until Dec. 24, 2013, and
Feb. 24, 2014, respectively.

                     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.


MERITAGE HOMES: Fitch Rates New $100MM Unsecured Notes 'BB-'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR3' rating to Meritage Homes
Corporation's (NYSE: MTH), proposed offering of $100 million of
senior unsecured notes. The offering is an add-on to its existing
7.15% senior unsecured notes due 2020. The issuance will be equal
in right of payment with all other senior unsecured debt. Meritage
intends to use the proceeds of the notes offering for general
corporate purposes, including the acquisition and development of
land and home construction.

The Rating Outlook is Positive. A complete list of ratings follows
at the end of this release.

Key Rating Drivers:

The ratings and Outlook for MTH are influenced by the company's
execution of its business model, conservative land policies,
geographic diversity and healthy liquidity position. The Positive
Outlook also takes into account Fitch's expectation of further
moderate improvement in the housing market in 2013 and 2014, share
gains by MTH and hence volume outperformance relative to industry
trends as the market continues its shift to trade-up housing
(Meritage's strength) and much better profitability and sharply
improved credit metrics.

MTH's sales are reasonably dispersed among its 15 metropolitan
markets within seven states. During 2012, the company ranked among
the top 10 builders in such markets as Dallas/Fort Worth, San
Antonio and Austin, TX; Orlando, FL; Phoenix, AZ; Riverside/San
Bernardino, CA; Denver, CO; and San Francisco/Oakland/Fremont and
Sacramento, CA. The company also builds in the Central Valley, CA;
Houston, TX; Inland Empire, CA; Tucson, AZ; Tampa, FL; and
Raleigh-Durham and Charlotte, NC. MTH also announced its entry
into the Nashville, Tennessee market with its August 2013
acquisition of Phillips Builders. Currently, Fitch estimates about
65% -70% of MTH's home deliveries are to first- and second-time
trade-up buyers, 30%-35% to entry-level buyers, less than 5% are
to luxury and active adult (retiree) homebuyers.

Improving Housing Market:

Housing metrics have all showed improvement so far in 2013. For
the first eight months of the year, single-family housing starts
improved 19.3%, while new-home sales increased 20.4%. Existing
home sales improved 11.8% for the first nine months of 2013. The
most recent Freddie Mac 30-year interest rate was 4.35%, 104 bps
above the all-time low of 3.31% set the week of Nov. 21, 2012. The
NAR's latest monthly existing home affordability index was 164.3,
moderately below the all-time high of 213.6.

Fitch's housing forecasts for 2013 assume a continued moderate
rise off the bottom of 2011. New-home inventories are well below
the norm and affordability is near record highs. In a slowly
growing economy with still above-average distressed home sales
competition, less competitive rental cost alternatives and low
mortgage rates (on average), the housing recovery will be
maintained this year and in 2014.

Fitch's housing estimates for 2013 follow: Single-family starts
are forecast to grow 16.8% to 625,000, while multifamily starts
expand about 20% to 295,000; single-family new-home sales should
grow approximately 20% to 439,000 as existing home sales advance
8.5% to 5.05 million.

Average single-family new-home prices (as measured by the Census
Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012.
Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012.
Average and median home prices should improve approximately 8% and
7.2%, respectively, in 2013.

As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.

Higher Mortgage Rates and Home Prices:

The most recent Freddie Mac average mortgage rate was 4.35%, up 19
bps sequentially from the previous week and about 90 bps higher
than the average rate during the month of April 2013, a recent low
point for mortgage rates. While the current rates are still well
below historical averages, the sharp increase in rates and rising
home prices are moderating affordability. In the case of MTH,
whose average home price is roughly $340,700, assuming a 20% down
payment, a 100 bps rise in current mortgage rates will increase
principal and interest payment by about $165 each month or a 12.2%
impact.

A couple of August and September housing metrics showed some
weakness following the increase in interest rates during the past
six months. The Pending Home Sales Index declined 5.6% to 101.6 in
September from 107.6 in August and is 1.2% lower than the 102.8
recorded in September 2012. New home sales in August grew 7.9% on
a seasonally-adjusted basis to 421,000, compared with 390,000
during the previous month. The July 2013 new home sales were 14.1%
lower relative to June 2013. Additionally, the August 2013
estimate is the second lowest seasonally-adjusted sales level so
far this year. While Fitch does not expect the current higher
mortgage rates to derail the housing recovery, a continued sharp
increase in rates could further slow it down.

Land Strategy:

MTH employs conservative land and construction strategies. The
company typically options or purchases land only after necessary
entitlements have been obtained so that development or
construction may begin as market conditions dictate.

Under normal circumstances MTH extensively uses lot options, and
that is expected to be the future strategy in markets where it is
able to do so. The use of non-specific performance rolling options
gives the company the ability to renegotiate price/terms or void
the option, which limits downside risk in market downturns and
provides the opportunity to hold land with minimal investment.

However, as of September 30, 2013, only 29% of MTH's lots were
controlled through options - a much lower than typical percentage
due to considerable option abandonments and write-offs in recent
years. Additionally, there are currently fewer opportunities to
option lots and, in certain cases, the returns for purchasing lots
outright are far better than optioning lots from third parties.

Total lots controlled, including those optioned, were 25,046 at
Sept. 30, 2013. This represents a 5-year supply of total lots
controlled based on trailing 12-months deliveries. On the same
basis, MTH's owned lots represent a supply of 3.5 years.

Liquidity/Debt:

MTH successfully managed its balance sheet during the severe
housing downturn, allowing the company to accumulate cash and pay
down its debt as it pared down inventory. The company had
unrestricted cash of $177.6 million and investments and securities
of $92.8 million at Sept. 30, 2013. The company's debt totaled
$798.3 million at the end of the first quarter.

MTH's debt maturities are well-laddered, with the next debt
maturity on March 2018, when its 4.50% $175 million senior notes
become due.

In July 2012, the company entered into a new $125 million
unsecured revolving credit facility maturing in 2015. The facility
was amended during the second quarter of 2013, which increased the
commitment to $135 million and extended the maturity to 2016.
There were no outstandings under the revolver as of Sept. 30,
2013.

MTH generated negative cash flow from operations during the past
two years as the company started to rebuild its land position. The
company had negative cash flow of $220.5 million during 2012 after
spending $480 million on land and development during the year.
Fitch expects the company to moderately increase its land and
development spending during 2013, resulting in negative cash flow
of about $75 million - $125 million this year.

Fitch is comfortable with this strategy given the company's
liquidity position and debt maturity schedule. Fitch expects MTH
over the next few years will maintain liquidity (consisting of
cash and investments and the revolving credit facility) of at
least $225 million - $250 million, a level which Fitch believes is
appropriate given the challenges still facing the industry.

Rating Sensitivities:

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as

-- Trends in land and development spending;
-- General inventory levels;
-- Speculative inventory activity (including the impact of high
   cancellation rates on such activity);
-- Gross and net new order activity;
-- Debt levels;
-- Free cash flow trends and uses; and
-- MTH's cash position.

A ratings upgrade may be considered if the recovery in housing
continues at a healthy pace and shows durability; MTH shows
sustained improvement in credit metrics (such as homebuilding debt
to EBITDA consistently below 5x); and the company continues to
maintain a healthy liquidity position (above $250 million).

A negative rating action could be triggered if the industry
recovery dissipates; 2014 revenues drop high-teens or greater
while the pretax loss is higher than 2011 levels; and MTH's
liquidity position falls sharply, perhaps below $200 million as
the company maintains an overly aggressive land and development
spending program.

Fitch rates the following with a Positive Outlook:

MTH:

-- Long-term Issuer Default Rating (IDR) 'B+';
-- Senior unsecured debt 'BB-/RR3'.

The Recovery Rating (RR) of 'RR3' on the company's senior
unsecured debt indicates good recovery prospects for holders of
these debt issues. MTH's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debtholders. Fitch applied a liquidation value
analysis for the RR.


MERITAGE HOMES: Moody's Rates New $100MM Unsecured Notes B1
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Meritage Homes
Corporation's proposed $100 million senior unsecured notes due
2020. In the same rating action, Moody's affirmed the company's B1
Corporate Family Rating, B1-PD Probability of Default Rating, B1
rating on the existing senior unsecured notes due 2018, 2020 and
2022 and convertible senior notes due 2032, (P)B1 rating on the
senior unsecured shelf, and SGL-2 Speculative Grade Liquidity
(SGL) rating. The rating outlook is stable.

The following rating actions were taken:

  Proposed $100 million senior unsecured notes due 2020, assigned
  B1 (LGD4 - 54%);

  Corporate Family Rating, affirmed at B1;

  Probability of Default Rating, affirmed at B1-PD;

  $175 million 4.5% senior unsecured notes due 2018, affirmed at
  B1. LGD rate changed to LGD4 - 54% from LGD4 - 53%;

  $196 million 7.15% senior unsecured notes due 2020, affirmed at
  B1. LGD rate changed to LGD4 - 54% from LGD4 - 53%;

  $300 million 7.0% senior unsecured notes due 2022, affirmed at
  B1. LGD rate changed to LGD4 - 54% from LGD4 - 53%;

  $127 million 1.875% convertible senior unsecured notes due 2032,
  affirmed at B1. LGD rate changed to LGD4 - 54% from LGD4 - 53%;

  Senior unsecured shelf rating, affirmed at (P)B1;

  Speculative Grade Liquidity rating, affirmed at SGL-2;

The rating outlook is stable.

Ratings Rationale:

The proposed $100 million senior unsecured notes will be
guaranteed by all of Meritage's wholly owned subsidiaries, as are
the existing senior unsecured notes and convertible senior notes.
The proceeds from the note offering will be used for general
corporate purposes including for acquisition and development of
land and home construction. As a result of this transaction, the
company's adjusted homebuilding debt to capitalization ratio is
expected to increase slightly to 54% from 51% at September 30,
2013. Meritage's debt leverage had declined from 56.2% in Q3 2012
as a result of the $76 million deferred tax valuation allowance
reversal that benefited equity.

The B1 Corporate Family Rating reflects the relative stability of
Meritage's operating performance over the last several years,
moderate homebuilding debt-to-capitalization ratio, healthy gross
margins, profitability on a net income basis, (the company resumed
generating net income in Q2 2012 and was profitable for six
consecutive quarters), modest land supply, and healthy cash
position. Additionally, Moody's ratings incorporate the industry's
positive momentum which Moody's expects to translate into improved
credit metrics for Meritage in 2014.

Despite the favorable industry conditions, Moody's believes that
it will take time for some of the company's traditional
homebuilding metrics, including interest coverage, debt leverage,
and returns, to return to normalized levels. Moody's expects cash
flow from operations to continue to be negative and cash balances
to decline as the company invests in land and land development
over the next 12 to 18 months. The rating also reflects Meritage's
reliance on its Texas and California operations, which accounted
for 27% and 26% of revenues for the YTD period ended 9/30/13.
Moody's recognizes that the company has been able to reduce the
revenue concentration from prior levels in 2011 and 2012.

The SGL assessment takes into account internal and external
sources of liquidity, covenant compliance, and alternate sources
of liquidity. Meritage's SGL-2 rating indicates a good liquidity
profile, supported by a $178 million cash balance at September 30,
2013, full availability under its $200 million revolving credit
facility, and by the lack of near term debt maturities. However,
liquidity is constrained by the expected negative cash flow
generation, lack of any significant sources of alternate
liquidity, and by the need to comply with financial covenants in
the credit facility agreement.

The stable outlook reflects Meritage's steady financial
performance and Moody's view that the company will continue to
generate improved results over the next year, as demand and
pricing continue to strengthen. The outlook also incorporates
Moody's view that an improving operating environment combined with
expected capital structure discipline should allow the company's
debt leverage to decline.

The ratings would be considered for an upgrade if Meritage's
homebuilding debt-to-capitalization ratio declined and was
maintained below 50% and if the company expands its profitability
on a net income basis, while maintaining solid liquidity.

The ratings could be lowered if the company jeopardized its
liquidity position by engaging in large land purchases or
substantial share buy-backs, if gross margins or earnings
deteriorate substantially, or if the adjusted homebuilding debt-
to-capitalization ratio rises above 60%.

Meritage Homes Corporation is the ninth largest homebuilder in the
U.S., primarily building single-family and attached homes in 15
metropolitan areas in Arizona, Texas, California, Colorado,
Florida and North Carolina. Formerly known as Meritage
Corporation, the company was founded in 1985 and is headquartered
in Scottsdale, Arizona. Total revenues and consolidated net income
for the LTM period ended September 30, 2013, were approximately
$1.6 billion and $174 million, respectively.


METAL SERVICES: Moody's Says $25MM Add-on Notes is Credit Positive
------------------------------------------------------------------
Moody's Investors Service said that Metal Services LLC's proposed
$25 million add-on term loan and credit agreement amendment are
modestly credit-positive, but the company's ratings and outlook
are unchanged at present.

Headquartered in Kennett Square, Pennsylvania, Metal Services LLC
(dba Phoenix Services LLC) provides on-site steel mill services.
The company was founded by CEO Douglas Lane in 2006 and has been
majority-owned by private equity firm Olympus Partners since 2009.


MOHEGAN TRIBAL: Moody's Raises CFR & $500MM Notes Rating to B3
--------------------------------------------------------------
Moody's Investors Service raised Mohegan Tribal Gaming Authority's
Corporate Family Rating to B3 from Caa1 following the closing of a
$955 million bank loan refinancing that puts the company in a
better position to compete within Connecticut as well as with
casino facilities in neighboring states. The bank loan refinancing
follows the August completion of a $500 million senior unsecured
notes issue due 2021, proceeds of which were used to refinance the
company's relatively high cost third lien notes. This rating
action completes the review process that was initiated on Oct. 17.
The rating outlook is stable.

Ratings Upgraded:

Corporate Family Rating, to B3 from Caa1

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

$500 million 9.75% senior unsecured notes 2021, to B3 (LGD 3, 48%)
from Caa1 (LGD 3, 43%)

$9.7 million 6.875% senior subordinated notes 2015, to Caa2 (LGD
6, 96%) from Caa3 (LGD 5, 89%)

$21.2 million 7.125% senior subordinated notes 2014, to Caa2 (LGD
6, 96%) from Caa3 (LGD 5, 89%)

Ratings Affirmed:

$100 million revolver 2018, at B2 (LGD 3, 37% from LGD3, 36%)

$125 million senior secured term loan 2018, at B2 (LGD 3, 37% from
LGD3, 36%)

$730 million senior secured term loan 2019, at B2 (LGD 3, 37% from
LGD3, 36%)

Ratings Withdrawn:

$225 million term loan facility 2016 at B3 (LGD 3, 33%)

$200 million 11.5% 2nd lien notes 2017 at Caa3 (LGD 5, 87%)

Ratings Rationale:

Combined, MTGA's bank loan financing and senior unsecured note
issuance will reduce the company's overall cost of debt and lower
its annual interest expense by about $16 million. This interest
savings combined with the upcoming expiration of MTGA's
relinquishment liability in January 2015 has the potential to
improve the company's free cash flow by about $60 million. The
bank loan refinancing also further improved MTGA's debt maturity
profile -- there will be no material debt maturities until 2018 --
and put in place a pre-payable debt structure that further
facilitates debt reduction.

Other factors supporting MTGA's B3 Corporate Family Rating include
the benefit to the company's earnings from cost reduction efforts
to date, and longer-term diversification efforts that Moody's
believes on a larger scale and over time, would partly mitigate
the company's continued and significant exposure to growing gaming
competition in the Northeastern US.

Key credit concerns include MTGA's significant asset concentration
in the Connecticut gaming market and high leverage with
debt/EBITDA currently at about 5.7 times. Also considered is
Moody's view that MTGA will continue to face significant earnings
pressure from new competition as more casinos are expected to open
in the company's primary and secondary feeder markets. The ratings
also incorporate the unique risks common to Native American gaming
issuers which are largely a function of a tribe's status as a
sovereign entity.

MTGA owns and operates a gaming and entertainment complex located
near Uncasville, Connecticut, known as Mohegan Sun, and a gaming
and entertainment facility offering slot machines and harness
racing in Plains Township, Pennsylvania known as Mohegan Sun at
Pocono Downs. The company generates annual net revenue of about
$1.3 billion.


MOMENTIVE PERFORMANCE: Moody's Cuts CFR to Caa2; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service lowered Momentive Performance Materials
Inc.'s Corporate Family Rating (CFR) to Caa2 from Caa1 and
affirmed its Caa1-PD Probability of Default Rating. These actions
reflect ongoing weak financial performance and liquidity as well
as Moody's opinion that potential losses for debtholders have
increased due to the extended downturn in the company's end
markets. Moody's also lowered the company's senior secured first
lien notes to B3 from B1, the senior secured 1.5 lien notes to
Caa1 from B2 and the springing lien notes to Caa2 from Caa1.
Moody's affirmed Momentive's senior subordinated notes rating at
Caa3. Moody's lowered the company's speculative grade liquidity
rating to SGL-4 from SGL-3 due to the reduction in the company's
available liquidity.

"Although Momentive's financial performance continues to improve
on a quarter over quarter basis, it is still not profitable enough
to cover its cash costs," stated John Rogers, Senior Vice
President at Moody's. "This extended downturn in its end markets
will likely force management to resort to asset sales or other
extraordinary measures to maintain a reasonable amount of
liquidity and avoid a distressed restructuring."

Ratings downgraded:

Momentive Performance Materials Inc.

Corporate Family Rating to Caa2 from Caa1

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

Guaranteed senior secured first lien notes due 2020 to B3 (LGD2,
35%) from B1 (LGD2, 14%)

(originally issued by MPM Escrow LLC)

Guaranteed senior secured 1.5 lien notes due 2020 to Caa1 (LGD3,
56%) from B2 (LGD3, 32%)

Guaranteed springing lien notes due 2021 to Caa2 (LGD5, 77%) from
Caa1 (LGD4, 58%)

Ratings affirmed:

Momentive Performance Materials Inc.

Probability of Default Rating at Caa1-PD

Senior subordinated notes due 2016 at Caa3 (LGD6, 92% from LGD5,
84%)

Ratings Rationale:

The downgrade to a Caa2 CFR reflects the continuing cash burn as a
result of the slow recovery in financial performance and negative
gross cash flow, which reduced available liquidity to $245 million
in the third quarter 2013. While Momentive's financial performance
is expected to improve in 2014, Moody's believes that free cash
flow will remain negative and liquidity will continue to decline.
The company's sharp decline in financial performance began in late
2011 as a result of new silicones industry capacity and weaker
than anticipated global demand in key downstream markets
(construction and electronics). The downturn has been exacerbated
by unusually slow demand growth in Asia, which has kept prices and
capacity utilization rates low.

As of September 30, 2013, the company's credit metrics were
extremely weak with Debt/EBITDA of 16.9x and negative Retained
Cash Flow/Debt (RCF/Debt). The aforementioned ratios reflect
Moody's Global Standard Adjustments, which include the
capitalization of pensions and operating leases, as well as MPM's
HoldCo PIK debt (the PIK debt has a value of $825 million at
September 30, 2013 and is accreting at 11%, or roughly $90
million, per year; 10% of MPM's equity and the PIK HoldCo notes
are held by affiliates of General Electric Corporation).

The affirmation of the Caa1 PDR reflects Moody's opinion that the
risk of default has not increased significantly but that the
potential recoveries for debt holders have declined in the event
of a default. Moody's has estimated this impact by lowering the
family recovery rate to 35% from 50%. The expectation for a lower
recovery rate in the event of bankruptcy causes the rating on the
secured first lien notes and the secured 1.5 lien notes to decline
by two notches versus one for the CFR. The rating on the springing
lien notes declines by only one notch as it is lower in the
capital structure.

The negative outlook reflects the expected decline in liquidity
over the next four quarters despite improving quarter over quarter
operating performance. MPM has no significant maturities before
2016 and is working to improve liquidity with potential asset
sales and other options. In the absence of a sizable transaction,
Moody's expects liquidity to decline in 2014, albeit at a slower
pace. The Caa2 CFR could be downgraded further if liquidity falls
below $200 million and the company is unlikely to execute on
options to meaningfully improve liquidity. The CFR could be raised
if the company is able to increase liquidity by over $100 million
and negative free cash flow declines sustainably below $15 million
per quarter.

MPM has two businesses Silicones (Organosilicones) and Quartz. The
silicone business accounts for over 90% of revenues and 85% of
EBITDA, As mentioned above, the business is suffering from over
capacity in Asia and weak demand growth, which has compressed
margins and kept capacity utilization rates low. The Quartz
business is a global supplier of quartz tubing, ingots and
crucibles and high-performance, non-oxide ceramic products. This
business is also suffering due to the downturn in the
semiconductor and solar businesses.

Moody's lowered Momentive's Speculative Grade Liquidity Rating to
SGL-4 from SGL-3 due to the large decline in liquidity since the
first quarter of 2013 and the maturity of its revolving credit
facility in December 2014. MPM's liquidity is supported by cash of
$92 million (excluding $5 million of restricted cash) and revolver
availability of $153 million (without triggering the financial
maintenance covenant under the ABL facility), as of September 30,
2013. MPM has two credit facilities a $270 million asset based
credit facility and an unused $75 million secured revolver. The
ABL facility had $90 million outstanding, $68 million letters of
credit and $78 million of availability, as of September 30, 2013.
The ABL facility has a springing covenant if availability falls
below $27 million or 12.5% of the borrowing base (up to the full
ABL commitment). MPM would not be in compliance with the springing
1:1 fixed charge coverage covenant, which limits availability
under the ABL facility. The company is and is expected to remain
in compliance with the total senior secured net debt/EBITDA
covenant in its $75 million secured revolver.

In the third quarter of 2013, liquidity was reduce by more than
$80 million driven by an unusually large outflow of cash. In the
quarter, the company built up of inventory to prepare for a
potential work stoppage at its main US plant. As this potential
business interruption has passed, Moody's expects that this excess
inventory plus the normal seasonal sales pattern will cause free
cash flow to improve to a range of negative $10-20 million in the
fourth quarter. In 2014, free cash flow is expected to return to
the negative $30-50 million per quarter range. Management has a
limited amount of time to execute on plans to improve liquidity
before the end of 2014 or face the potential threat of default or
bankruptcy.

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were over $2.3 billion for the LTM ending September 30, 2013.


MOORE FREIGHT: Names Special Litigation Counsel
-----------------------------------------------
Moore Freight Services, Inc. and G.R.E.A.T. Logistics, Inc. seek
authorization from the Hon. Keith Lundin of the U.S. Bankruptcy
Court for the Middle District of Tennessee to employ The Law
Office of Dre McElroy, Tate Law Group, and Savage, Turner,
Pinckney & Madison as special litigation counsel.

The Debtors have selected those firms as Special Counsel because
they believe Special Counsel to be well qualified to represent
Debtors in connection with their claims against Pilot Flying J.
Subject to the control and further order of this Court, the
professional services that Special Counsel will render to Debtors
include, but shall not be limited to, the following:

   (a) assist and advise the Debtors with respect to claims
       against Pilot Flying J generally for withheld rebates;

   (b) prepare, file, and prosecute on the Debtors' behalf an
       action against Pilot Flying J;

   (c) appear, as appropriate, before the Court and other
       state or federal courts and tribunals on behalf of the
       Debtors with respect to the claims against PFJ; and

   (d) perform all other necessary legal services related to the
       Debtors' claims against PFJ for withheld rebates.

The Debtors wish to retain Special Counsel, subject to Court
approval, on a contingency basis on the following terms:

   (a) 40% of any amount recovered in excess of the $240,713
       already paid to Moore Freights, the 40% contingency fee is
       the total percentage payable jointly to the Special
       Counsel;

   (b) reasonable costs and expenses incurred solely and directly
       for the benefit of Moore Freight or as pro-rated among all
       plaintiffs if beneficial to the entire group;

   (c) in the event of termination of the representation by
       Special Counsel for lack of cooperation by Moore Freight,
       then the Debtors agree to pay, in addition to the
       reasonable costs and expenses incurred solely and directly
       on behalf of Moore Freight, the reasonable value of
       services performed by Special Counsel that would not
       otherwise have been performed for or provided on behalf
       of other plaintiffs represented by Special Counsel at
       a rate of $250 per hour; and

   (d) in the event of termination of the representation by Moore
       Freight, then the Debtors agree to pay, in addition to the
       reasonable costs and expenses incurred solely and directly
       on behalf of Moore Freight, the reasonable value of
       services performed by Special Counsel that would not
       otherwise have been performed for or provided on behalf of
       other plaintiffs represented by Special Counsel at the
       greater of an hourly rate of $250 or the applicable
       percentage of fee due under any offers for settlement with
       Moore Freight made by Pilot Flying J.

L. Andrew McElroy, II, principal of The Law Office of Drew Mc
Elroy, Mark A. Tate, principal of The Tate Law Group, LLC, and
Robert Bartley Turner, principal of Savage, Turner, Pinckney &
Madison, assured the Court that their respective firms are a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

The law firms can be reached at:

       L. Andrew McElroy, II, Esq.
       THE LAW OFFICES OF DREW MCELROY
       1348 Dowell Springs Blvd.,
       Knoxville, TN 37909
       Tel: (865) 357-7171

       Mark A. Tate, Esq.
       THE TATE LAW GROUP, LLC
       2 East Bryan Street, Ste 600
       Savannah, GA 31401
       Tel: (912) 289-8307
       Fax: (912) 234-9700

       Robert Bartley Turner, Esq.
       SAVAGE, TURNER, PINCKNEY & MADISON
       304 East Bay Street
       Savannah, GA 31401
       Tel: (912) 231-1140
       Fax: (912) 232-4212

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner, P.C., serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.

On Sept. 17, 2013, the Court approved Moore Freight Service, Inc.,
et al.'s Amended Disclosure Statement describing the Debtors'
Amended Plan of Reorganization dated Sept. 16, 2013.

The Amended Plan contemplates the continuation of the Debtors'
business, payment in full of Allowed Secured Claims, and a fair
distribution to unsecured creditors, which distribution Debtor
believe far exceeds the amount unsecured creditors would receive
in the event of a Chapter 7 liquidation.


MORY DUCROS: French Courier Company Enters Bankruptcy Proceedings
-----------------------------------------------------------------
Law360 reported that French courier service Mory Ducros on Nov. 22
announced that it has entered bankruptcy proceedings, saying it
has been unable to implement a turnaround plan since the company
was established via a merger in January.

According to the report, the insolvency has caused the company to
suspend payments and will eliminate the jobs of 5,000 Mory Ducros
employees and another 2,000 subcontractors, the French Democratic
Confederation of Labour, or CFDT, union said. But the company says
that the insolvency will help it restructure under more
financially viable terms.


MMRGLOBAL INC: Incurs $2.2 Million Net Loss in Third Quarter
------------------------------------------------------------
MMRGlobal, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.24 million on $112,569 of total revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $1.52
million on $345,821 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 $4.90 million on $535,146 of total revenues as
compared with a net loss of $4.48 million on $717,398 of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.69
million in total assets, $9.80 million in total liabilities and a
$7.11 million total stockholders' deficit.

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

                        http://is.gd/JZE8Ja

                         About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal incurred a net loss of $5.90 million in 2012, as
compared with a net loss of $8.88 million in 2011.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
Dec. 31, 2012, and 2011, that raise substantial doubt about the
Company's ability to continue as a going concern.


MT. LAUREL LODGING: Has Access to Cash Collateral Until Dec. 20
---------------------------------------------------------------
Judge Robyn L. Moberly in mid-November entered an interim order
authorizing Mt. Laurel Lodging Associates, LLP, to use cash
collateral of The National Republic Bank of Chicago.

The Debtor's use of cash collateral is authorized only through
Dec. 20, 2013, and may not be extended other than on the express
written consent of NRB or order of the Court.

According to the Nov. 15 order, the Debtor may not make any
payments during the interim period to Sun Development & Management
Corporation or Access Point Financial, Inc.

As adequate protection, the Debtor will continue operating the
Hotel and using Cash Collateral to pay operating expenses of the
hotel as set forth in the budget.  The Debtor will provide
financial reporting to NRB on or before the twentieth day
following the final day of every month.

A final hearing on the Debtor's request to use NRB's cash
collateral will be held Dec. 20, 2013 at 10:00 a.m.  NRB will file
its supplemental objection to the Debtor's motion on or before
Dec. 5, 2013, and the Debtor will file its reply on or before Dec.
12, 2013.  On or before Dec. 12, 2013 at 6:00 p.m. EST, the Debtor
and NRB will exchange all evidence they intend to use or introduce
at the final hearing.

The TCR on Nov. 14 reported on NRB's objection to the Debtor's
proposed use of cash collateral.  NRB complained that the Debtor
has failed to offer the Bank any adequate protection in the form
of a replacement lien on unencumbered assets or to prove that the
Bank is protected by an equity cushion in the hotel.

                     About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013
(Bankr. S.D. Ind. Case No. 13-11697) to stop foreclosures and non-
judicial sales of seven hotels located in five states.  The
National Republic Bank of Chicago says the debtors defaulted on
loans with outstanding balances of about $121 million.

The case is assigned to Judge Robyn L. Moberly.  The petition
lists the assets and debt as both exceeding $10 million on the
Mount Laurel property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.

NRB is represented by James E. Carlberg, Esq., and James P. Moloy,
Esq., at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in Lawrenceville,
New Jersey.


MULTI PACKAGING: Merger Deal No Effect on Moody's Ratings
---------------------------------------------------------
The recent announcement by Multi Packaging Solutions Inc. ("MPS")
regarding its agreement to merge with UK- based packaging firm
Chesapeake Services Limited is potentially credit positive, but
does not immediately impact MPS' B2 Corporate Family Rating
("CFR") or stable rating outlook.


NEPHROS INC: Incurs $611,000 Net Loss in Third Quarter
------------------------------------------------------
Nephros, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $611,000 on $418,000 of total net revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $853,000 on
$604,000 of total net revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.52 million on $1.51 million of total net revenues
as compared with a net loss of $2.16 million on $1.43 million of
total net revenues for the same period during the previousl year.

The Company's balance sheet at Sept. 30, 2013, showed $2.55
million in total assets, $2.12 million in total liabilities and
$430,000 in total stockholders' equity.

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

                         http://is.gd/Urz61e

                           Bridge Financing

On Nov. 12, 2013, the company issued a six-month 12 percent senior
secured note to Lambda Investors in the principal amount of
$1,500,000.

Under the terms of the note, the company has undertaken to conduct
a $2.75 million rights offering of common stock at an anticipated
offering price of $0.30 per share.  All of the Company's
stockholders and warrantholders will be eligible to participate in
the offering on a pro rata basis based upon their proportionate
ownership of the company's common stock on an as converted basis.
The note requires the company to repay the bridge loan with the
proceeds from the rights offering or any other financing
transaction.

In connection with the proposed rights offering, Nephros will file
a registration statement on Form S-1, as may be amended, with the
Securities and Exchange Commission. The securities offered in the
rights offering may not be sold, nor may offers to buy be
accepted, prior to the time the registration statement becomes
effective.

Additional information is available for free at:

                         http://is.gd/jD7S8Y

                            About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros, Inc.'s ability to continue as a going
concern, following its audit of the Company's financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred negative cash flow from operations
and net losses since inception.


NETWORK CN: Incurs $898,000 Net Loss in Third Quarter
-----------------------------------------------------
Network CN Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $898,156 on $151,119 of advertising services revenues for the
three months ended Sept. 30, 2013, sa compared with a net loss of
$664,759 on $356,480 of advertising services revenues for the same
period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.67 million on $708,074 of advertising services
revenues as compared with a net loss of $129,812 on $1.29 million
of adverstising services revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.05
million in total assets, $7.55 million in total liabilities and a
$6.50 million total stockholders' deficit.

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

                        http://is.gd/xTCPou

                          About Network CN

Causeway Bay, Hong Kong-based Network CN Inc. provides out-of-home
advertising in China, primarily serving the needs of branded
corporate customers.

In the auditors' report on the consolidated financial statemetns
for the period ended Dec. 31, 2012, Union Power Hong Kong CPA
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred net
losses of $1.2 million, $2.1 million and $2.6 million for the
years ended Dec. 31, 2012, 2011, and 2010, respectively.

The Company reported a net loss of $1.2 million on $1.8 million of
revenues in 2012, compared with a net loss of $2.1 million on
$1.8 million of revenues in 2011.


NEXSTAR BROADCASTING: S&P Retains BB Rating on $498MM Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said that Irving, Texas-based
TV broadcaster Nexstar Broadcasting Group Inc. has announced plans
to refinance its existing term loan B due 2019 with the proceeds
of a $348 million add-on to its existing term loan B-2 due 2020.

S&P's rating on the term loan B-2 remains 'BB', with a recovery
rating of '1', indicating its expectations for very high (90%-
100%) recovery for debtholders in the event of a payment default.
S&P expects to withdraw its ratings on the term loan B when the
transaction closes.

S&P's rating on Nexstar reflects its expectation that, pro forma
for the pending CCA acquisition, the company will be able to keep
its lease-adjusted debt to average trailing-eight-quarter EBITDA
ratio below 6x throughout the election and Olympics cycle, absent
a reversal of economic growth, large debt-financed acquisitions,
or significant shareholder-favoring measures.

S&P views Nexstar's business risk profile as "fair" because of
duopolies in a majority of its markets, resulting in a relatively
good EBITDA margin; its position as a midsize TV broadcaster with
leading news ratings in many of its markets; its somewhat lower
competitive pressure in its smaller markets; and its advertising
revenue stream's vulnerability to economic downturns and the
election cycle.  S&P views Nexstar's financial risk profile as
"highly leveraged" because of its high debt leverage, moderate
EBITDA coverage of interest, and its expectation that the company
will continue to pursue debt-financed acquisitions.

Standard & Poor's has reviewed its ratings on Nexstar, which it
labeled as "under criteria observation" (UCO) after the publishing
of its revised Corporate criteria on Nov. 19.  Standard & Poor's
expedited the review of its ratings on Nexstar because of the
company's announced debt add-on.  With S&P's criteria review of
the company complete, it has confirmed that its ratings on this
issuer are unaffected by the criteria changes.

RATINGS LIST

Nexstar Broadcasting Group Inc.
Corporate Credit Rating            B+/Stable/--

Ratings Unchanged

Nexstar Broadcasting Inc.
Mission Broadcasting Inc.
$498M* term loan B-2 due 2020      BB
   Recovery Rating                  1

*Following $348M add-on.


NIRVANIX INC: Intellectual Property Sale Gets Court Approval
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nirvanix Inc., a cloud-based data storage provider,
got authority from the bankruptcy court last week to sell
intellectual property assets for $2.8 million in cash, plus
assumption of specified liabilities, to Acme Acquisition LLP.

According to the report, there were no other qualified offers. The
official creditors' committee dropped its objection to the sale.

                       About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.Del. Case No. 13-12595) on Oct. 1, 2013.  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 CORPORATE: Seeks to Use Cash Collateral to Operate
--------------------------------------------------------------
NNN Parkway Corporate Plaza 3, LLC, seeks authority from the U.S.
Bankruptcy Court for the Central District of California, Santa Ana
Division, to use cash collateral to continue to operate its
business.

The Debtor proposes to provide as adequate protection replacement
lien in postpetition assets, subject to a carve-out, use of the
Cash Collateral limited to a budget, and adequate protection
payment in the amount of monthly interest owed under the 2005 Loan
Documents to CW Capital Asset Management, the special servicer to
the 2005 Loan.

The Debtor asks that the replacement liens be subject and junior
to: (i) the payment of professional fees and expenses allowed
under Sections 330 and 331 of the Bankruptcy Code of professionals
engaged by the Debtor and any official committees whose engagement
has been approved by this Court, but not to exceed $250,000 in the
aggregate; and (ii) the fees of the Office of the United States
Trustee pursuant to 28 U.S.C. Section 1930.

U.S. Bank National Association, as trustee for the registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C23, objects to
the Debtor's Cash Collateral Motion, complaining that the Debtor
filed its bankruptcy case to (i) compel the Trust to fund certain
tenant improvement costs that the TIC Investors are unwilling to
pay, and (ii) force the Trust and the non-debtor TIC Investors to
accept a change in the ownership structure of the property and a
modification of the Loan Documents and TIC Agreement.

"The Debtor's use of bankruptcy to orchestrate a hostile takeover
of the ownership interests of the 24 non-debtor owners of the
Property, and to compel the use of Rents to fund leasehold
expenses that are the responsibility of the owners, is manifestly
improper, and should be rejected by the Court," U.S. Bank further
complains.

NNN Parkway Corporate Plaza 3, which owns 17.25% tenant-in-common
interest in four parcels in the real property commonly referred to
as Parkway Corporate Plaza, in Roseville, California, sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 14,
2013 (Case No. 13-19322, Bankr. C.D. Calif.).

The Debtor is represented by Scott H.McNutt, Esq., Michael C.
Abel, Esq., and Thomas B. Rupp, Esq., at McNutt Law Group LLP, in
San Francisco, California; and Robert A. Hessling, Esq., and
Matthew F. Kennedy, Esq., at ROBERT A. HESSLING, APC, in Torrance,
California.

U.S. Bank is represented by Keith C. Owens, Esq. --
kowens@venable.com -- and Jennifer L. Nassiri, Esq. --
jlnassiri@venable.com -- at Venable LLP, in Los Angeles,
California.


NORTH AMERICAN BREWERIES: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Delaware-
based North American Breweries Holdings LLC (NAB) on CreditWatch
with negative implications, including its 'B' corporate credit
rating.

NAB's CreditWatch negative listing follows the company's violation
of its bank maintenance financial covenants as of the 2013 third
quarter, after much weaker than expected financial performance.

"Although NAB recently received an equity infusion to cure the
covenant violations, it is our opinion that NAB may not be able to
improve its liquidity position and financial performance
sufficiently to support the current rating," said Standard &
Poor's credit analyst Jean Stout.

During the 2013 third quarter, NAB's net sales declined about 16%,
primarily owing to reduced volume, largely as a result of reduced
demand for the company's brands and lower contract manufacturing
amid weak industry demand.  As a result, S&P estimates leverage
has increased to well over 6x.

In order to resolve the CreditWatch listing, Standard & Poor's
will review the company's operating strategies, including its plan
to improve its operating performance and reduce leverage.  S&P's
review will also include an assessment of NAB's plans to improve
the company's liquidity position given that its bank covenants
tighten during the next several quarters, specifically the
leverage covenant in the 2013 fourth quarter and then both
covenants in the 2014 first quarter, and overall operating trends
are expected to remain weak.


NORBORD INC: Moody's Hikes CFR to Ba2 & Rates $240MM Notes Ba2
--------------------------------------------------------------
Moody's Investors Service upgraded Norbord Inc's corporate family
rating (CFR) to Ba2 from Ba3, probability of default rating (PDR)
to Ba2-PD from Ba3-PD and speculative grade liquidity rating to
SGL-1 from SGL-2. A Ba2 rating was assigned to the proposed $240
million first lien senior secured notes due 2020. The transaction
is expected to be leverage neutral with proceeds from the proposed
debt offering being used to refinance $240 million of the
company's secured and unsecured notes (due June 2015). The rating
of the existing first-lien senior secured notes (due 2017) was
affirmed at Ba2. The upgrade reflects expectations of continued
strong financial performance as the US housing market returns to
trend levels over the next 2-3 years and it also recognizes the
company's improved debt maturity profile as a result of the
proposed financing. The rating outlook is stable.

Upgrades:

Issuer: Norbord Inc.

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

Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2

Corporate Family Rating, Upgraded to Ba2 from Ba3

Assignments:

Issuer: Norbord Inc.

Senior Secured Regular Bond/Debenture, Assigned Ba2, GD3, 43 %

Issuer: Norbord GP I

Outlook, Remains Stable

Issuer: Norbord Inc.

Outlook, Remains Stable

Affirmations:

Issuer: Norbord GP I

Senior Secured Regular Bond/Debenture Feb 15, 2017, Affirmed Ba2,
Downgraded to a range of LGD3, 43 % from a range of LGD3, 39 %

Ratings Rationale:

The Ba2 corporate family rating reflects the company's cost
competitive asset base, modest geographic diversification and
support from its major shareholder Brookfield Asset Management.
The ratings are constrained by the inherent vulnerability of
earnings to highly cyclical demand and pricing for oriented
strandboard ("OSB"), the company's small revenue base and lack of
product diversity. Moody's expects the company will generate
strong credit metrics as the US housing market continues to
improve towards trend levels over the next few years. Norbord's
financial performance is significantly influenced by OSB pricing,
which is expected to remain volatile as idled OSB capacity will
invariably restart at a different pace than demand from the US
housing recovery.

Norbord's has strong liquidity (SGL-1), supported by a cash
balance of $239 million (September 2013), approximately $241
million of availability under a $245 million revolving credit
facility that matures in May 2015 and Moody's estimate that free
cash flow generation will be about $10 million over the next 12
months after higher than normal capital expenditures to bring
idled capacity back on line. The company's net debt to
capitalization was 28% as of September 2013, against a maximum of
65%, and the company's tangible net worth was $519 million against
a threshold of $250 million. Liquidity is augmented by a fully
available $100 million accounts receivable securitization
facility. The program has an evergreen commitment that is subject
to termination on 12 months' notice. Following the proposed
refinancing, Norbord will have no debt maturities till 2017, when
the existing $200 million of senior notes become due.

The stable outlook reflects Moody's view that Norbord will
generate strong leverage metrics for its rating over the next 12-
18 months. An upgrade would depend on a sustained improvement in
the company's financial performance. Quantitatively, this could
result if normalized RCF/TD and (RCF-Capex)/TD measures remained
above 20% and 12%, respectively, while maintaining very good
liquidity to manage the volatility of OSB prices. The rating could
be lowered if the company's liquidity deteriorates and if RCF/TD
and (RCF-Capex)/TD measures drop below 12% and 6% for a sustained
period of time.

Headquartered in Toronto, Canada, Norbord is an international
producer of panel boards, principally OSB. The company operates
nine OSB facilities in North America, three plants in the U.K.
(producing OSB, particle board and medium density fiberboard ) and
one facility in Belgium (producing OSB).


OCEANSIDE MILE: Taps Creim Macias as Reorganization Counsel
-----------------------------------------------------------
Oceanside Mile, LLC, dba Seabonay Beach Resort, asks for
permission from the Hon. Barry Russell of the U.S. Bankruptcy
Court for the Central District of California to employ Creim
Macias Koenig & Frey, LLP as reorganization counsel, effective
Oct. 17, 2013.

The Debtor requires Creim Macias to:

   (a) advise the Debtor with regard to the requirements of the
       Bankruptcy Court, Bankruptcy Code, Federal Rules of
       Bankruptcy Procedure, Local Bankruptcy Rules and the Office
       of the U.S. Trustee as they pertain to the Debtor;

   (b) advise the Debtor with regard to certain rights and
       remedies of its bankruptcy estate and the rights, claims
       and interests of creditors;

   (c) assist the Debtor with the negotiation, documentation and
       any necessary Court approval of transactions disposing of
       property of the estate;

   (d) represent the Debtor in any proceeding or hearing in the
       Bankruptcy Court involving the estate unless the Debtor is
       represented in such proceeding or hearing by other special
       counsel;

   (e) conduct examinations of witnesses, claimants or adverse
       parties and representing the Debtor in any adversary
       proceeding except to the extent that any such adversary
       proceeding is in an area outside of Creim Macias' expertise
       or which is beyond Creim Macias' staffing capabilities;

   (f) prepare and assist the Debtor in the preparation of
       reports, applications, pleadings, and orders including, but
       not limited to, applications to employ professionals,
       interim statements and operating reports, initial filing
       requirements, schedules and statement of financial affairs,
       financing pleadings and pleadings with respect to the
       Debtor's use, sale or lease of property outside the
       ordinary course of business;

   (g) assist the Debtor in the negotiation, formulation,
       preparation and confirmation of a plan of reorganization
       and the preparation and approval of a disclosure statement
       in respect of the Plan; and

   (h) perform any other services which may be appropriate in
       Creim Macias' representation of the Debtor during the
       Debtor's bankruptcy case.

Creim Macias will be paid at these hourly rates:

       Partners                     $400-$595
       Associates                   $275-$350
       Paralegal and case clerks    $125-$175

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

Creim Macias received a pre-petition retainer from the Debtor in
the amount of $37,000 of which $1,213 was used for the filing fees
for this case.  Creim Macias provided legal services to the Debtor
prior to the filing of the petition date of $7,619.50 which was
applied to such bill in the ordinary course on ordinary and usual
business terms prior to filing the petition.  As of the petition
date, the balance on the retainer is $28,138.73.

Sandford L. Frey, Esq., partner of Creim Macias, 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.

Creim Macias can be reached at:

       Sandford L. Frey, Esq.
       CREIM MACIAS KOENIG & FREY LLP
       633 W. Fifth Street, 51st Floor
       Los Angeles, CA 90071
       Tel: (213) 614-1944
       Fax: (213) 614-1961
       E-mail: sfrey@cmkllp.com

                      About Oceanside Mile

Oceanside Mile LLC filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  The Debtor estimated assets of at
least $10 million and liabilities of at least $1 million.  Judge
Barry Russell presides over the case.

The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


OGX PETROLEO: Offshore Units Left Out of Bankruptcy Case
--------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that OGX Petroleo & Gas
Participacoes SA's request to include offshore units in Brazil's
biggest bankruptcy case was rejected by a Rio de Janeiro court.

According to the report, Judge Gilberto Matos agreed to begin
bankruptcy protection proceedings for Eike Batista's oil company
while refusing to include the Vienna-based unit that sold $3.6
billion of dollar-denominated bonds, according to a decision
published on Nov. 21 on the Rio State Tribunal's website. OGX will
appeal the foreign units' exclusion, the company said in a
statement.

Judge Matos recommended OGX International GmbH and OGX Austria
GmbH file for Chapter 15 under U.S. bankruptcy code that promotes
cooperation with appointed representatives and foreign tribunals.
OGX is studying seeking protection in the U.S. or Austria, Fabiano
Robalinho Cavalcanti, a partner at law firm Sergio Bermudes that
represents OGX, said by telephone from Rio.

"For bondholders, you'd much rather be dealing with a Chapter 15
in the U.S. if that's an option," Gianna Bern, president of the
risk-management firm Brookshire Advisory & Research, said by phone
from Chicago. "It will be a road that is familiar to all the legal
participants"


                        About OGX Petroleo

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.

OGX filed for bankruptcy in a business tribunal in Rio de Janeiro
on Oct. 30, 2013, case number 0377620-56.2013.8.19.0001.  The
bankruptcy filing puts $3.6 billion of dollar bonds into default
in the largest corporate debt debacle on record in Latin America.
The filing by the oil company that transformed Eike Batista into
Brazil's richest man followed a 16-month decline that wiped out
more than $30 billion of his personal fortune.

The filing, which in Brazil is called a judicial recovery, follows
months of negotiations to restructure the dollar bonds, in which
OGX sought to convert debt to equity and secure as much as $500
million in new funds. OGX said Oct. 29 that the talks concluded
without an agreement. The company's cash fell to about $82 million
at the end of September, not enough to sustain operations further
than December.


ORDOT DUMP: Receiver to Report Issues to Fed Court
--------------------------------------------------
guampdn.com reports that solid waste receiver Gershman, Brickner &
Bratton Inc. was slated to present its quarterly progress Nov. 20,
2013, in the U.S. District Court of Guam -- an event that was
delayed last month as the court addressed challenges filed by the
governor's office related to government representation in the
case.

According to the report, much has happened since the receiver's
last quarterly report, in May.  An island-wide curbside recycling
program started to roll out at the end of October and is expected
to be completed by the end of the year.

The report adds that the receiver this month awarded a $49 million
contract to Black Construction Corporation to close the Ordot Dump
-- the completion of which is the last major objective of the
court-ordered receivership, according to the report.

The receiver had selected GHD Inc. to provide construction
management services for the dump closure, the report notes.

Pending issues include compensating the property owners of the new
landfill site and also the Ordot residents whose land was taken as
the Ordot dump grew, the report relays.

In 2004, the government of Guam and the U.S. Environmental
Protection Agency agreed to close the Ordot dump after GovGuam was
found in violation of the Clean Water Act, the report notes.  The
dump was discharging leachate, or water filtered through the
trash, into the Lonfit River, the report recalls.

In 2008, after four years of delaying the dump's closure,
Tydingco-Gatewood placed Guam's solid waste operations under
court-ordered receivership, putting Gershman, Brickner & Bratton
in charge of closing the dump and building a solid waste landfill,
the report says.

The Ordot dump was officially closed on Aug. 31, 2011, and the
Layon landfill opened the following day, in Inarajan, the report
adds.


OVERSEAS SHIPHOLDING: Gellert Scali Hiring Approved
---------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Overseas Shipholding Group's motion to retain Gellert, Scali,
Busenkell & Brown as special litigation counsel at the following
hourly rates: Michael Busenkell at $350, Brya Kielson at 270 and
paraprofessional at 105 to 165.

As previously reported, "GSBB is well-suited to provide the type
of legal services required by the Debtors. The Debtors seek to
retain GSBB as their attorneys because of, among other reasons,
GSBB's experience in and knowledge of business reorganizations,
and in particular GSBB's knowledge of business reorganization
litigation matters and adversary proceedings, such as the
Litigation Matters. GSBB is well-suited to the type of
representation required by the Debtors, as GSBB has extensive
experience litigating bankruptcy disputes."

                 About Overseas Shipholding Group

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OXYSURE SYSTEMS: Incurs $82,600 Net Loss in Third Quarter
---------------------------------------------------------
Oxysure Systems Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $82,613 on $545,820 of net revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $133,779 on
$103,327 of net revenues for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $444,571 on $1.26 million of net revenues as compared
with a net loss of $678,001 on $194,102 of net revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.20
million in total assets, $1.51 million in total liabilities and a
$310,451 total stockholders' deficit.

"Our financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a
going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
While we have turned a profit during the three months ended
September 30, 2013, historically we have been suffering from
recurring loss from operations.  We have an accumulated deficit of
$14,703,693 and $14,258,667 at September 30, 2013 and December 31,
2012, respectively, and stockholders' deficits of $310,451 and
$652,125 as of September 30, 2013 and December 31, 2012,
respectively.  We require substantial additional funds to
manufacture and commercialize our products.  Our management is
actively seeking additional sources of equity and/or debt
financing; however, there is no assurance that any additional
funding will be available," the Company said the Quarterly Report.

"In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the accompanying
September 30, 2013 balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financing requirements on a
continuing basis, to maintain present financing, and to generate
cash from future operations.  These factors, among others, raise
substantial doubt about our ability to continue as a going
concern," the Company added.

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

                        http://is.gd/bYmRNW

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.


PACIFIC GOLD: Posts $789,000 Net Income in Third Quarter
--------------------------------------------------------
Pacific Gold Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $789,200 on $0 of total revenue for the three months ended
Sept.30, 2013, as compared with a net loss of $2.58 million on
$82,457 of total revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $52,936 on $0 of total revenue as compared with a net
loss of $5.72 million on $161,115 of total revenue for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed $2.02
million in total assets, $4.07 million in total liabilities and a
$2.04 million total stockholders' deficit.

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

                         http://is.gd/yG2IcY

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold disclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.

Silberstein Ungar, PLLC, in Bingham Farms, 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 losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PACIFIC THOMAS: Plan Contemplates Bankruptcy Exit by January
------------------------------------------------------------
Pacific Thomas Corporation will seek approval of the latest
iteration of the disclosure statement explaining its proposed
reorganization plan at a hearing on Dec. 12, 2013, at 1:00 p.m.

According to the Third Amended Disclosure Statement in support of
the Third Amended Plan of Reorganization, dated Nov. 13, 2013, the
Plan is a reorganizing plan accomplished through the continuation
of Debtor's primary business, the ownership, management, leasing,
and or sale/refinance of commercial real estate.  The Debtor seeks
to accomplish payment under the Plan primarily from the net
proceeds and revenues generated through the sale or refinance of
Pacific Thomas' properties.  The Plan may provide for the Debtor
to reorganize by continuing to operate, to liquidate by selling
assets of the estate, refinancing assets of the estate or a
combination of all of the above.

This is a combination refinancing and restructuring plan.  The
refinancing portion the Plan will be achieved through a proposed
loan from Thorofare Capital.  The funds from Debtor's refinance
loan will be used to make pay-off / pay-down payments to the
Alameda County Treasurer and certain secured creditors.  The
balance of the Plan proposed with a restructuring will be financed
by the cash flow of the reorganized debtor.

The effective date of the Plan is projected to be Jan. 15, 2014.
The first payment due under the plan based upon the projected
Effective Date is Feb. 15, 2014; the pay-off and pay-down payments
will be due within 2 court days of the funding of the Debtor's
refinance loan.

A senior financial executive or real estate professional will act
as the Reorganized Debtor's CEO, will provide oversight and will
be the key-decision maker with final decision-making authority for
the Reorganized Debtor.  Randall Whitney will provide assistance
in the operation of the Reorganized Debtor's business and day-to-
day management decisions.  Loh Realty (http://www.lohrealty.com)
and the Oakland office of Collier's International
(http://www.colliers.com/en-us/oakland)will serve as the
Reorganized Debtor's Property Manager and Leasing Agent.

Creditors will be paid under these terms:

   -- ADMINISTRATIVE CLAIMS.  The Debtor will have sufficient cash
on hand to pay administrative claims on the Effective Date of the
Plan; the source of this cash will be cash in the Debtor's DIP
bank accounts, cash from third party funding sources (new value),
and cash from the Thorofare loan proceeds, subject to lender
approval.  If the insiders should not be able to liquidate the
Hawaii real estate prior to plan confirmation, they will deed the
Hawaii real property to the Reorganized Debtor at confirmation.

   -- CLASS 1.  The allowed secured claim of Summit Bank will be
paid in 60 equal monthly installments and a balloon payment on or
before the 60th month following the Effective Date.

   -- CLASS 2.  Secured creditor Bank of the West will be paid in
full by proceeds from the Thorofare Capital refinancing loan on
the earlier of the Effective Date or upon the closing of the
refinancing loan.

   -- CLASS 3.  The allowed secured claim of Private Mortgage
Fund, LLC, will be paid in a stipulated amount upon the closing of
a refinance loan on the earlier of the loan transaction closing or
the Effective Date.

   -- CLASS 4.  The allowed secured claim of Jacol will be paid in
parts, in a stipulated amount, from the refinancing loan proceeds,
on the earlier of the Effective Date or upon the closing of the
Thorofare Capital refinancing loan, with the remaining balance
being paid in full on or before the 60th month following the
Effective Date.

   -- CLASS 5.  A portion of Alameda County Treasurer's claims
(Class 5(ii)-(iv) and 5(viii)) will be paid in full at the closing
of a refinance loan while its remaining secured claims (Class
5(i), (v), (vi), (vii), and (ix)) will be paid off in equal
monthly installments over a period of 5 years from the Petition
Date.

   -- CLASS 6.  Allowed non-insider unsecured creditors (Class 6A)
will receive 50% of their allowed claim on or before the 60th
month following the Effective Date.  Holders of allowed unsecured
claims of insiders (Class 6B) will not receive any of their
allowed claims.

   -- CLASS 7.  Insiders will have their existing shares of
Pacific Thomas cancelled and will be issued new shares in the
Reorganized Debtor, a newly organized entity, in exchange for a
new value investment from the sale of unrelated real estate
property in Hawaii.

Any interested party desiring further information about the Plan
may contact:

         MATLOCK LAW GROUP, P.C.
         Anne-Leith Matlock, Esq.
         K. Brian Matlock, Esq.
         Kathrin Dimas, Esq.
         1485 Treat Blvd., Suite 200
         Walnut Creek, CA 94597
         Tel: (925) 944-7131
         Fax: (925) 944-7138
         E-mail: anne-leith@matlocklawgroup.com

A copy of the Disclosure Statement dated Nov. 13, 2013

    http://bankrupt.com/misc/Pacific_Thomas_DS_3rd_Plan.pdf

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PATHEON INC: Moody's Affirms B3 CFR & Alters Outlook to Developing
------------------------------------------------------------------
Moody's Investors Service revised the rating outlook on Patheon,
Inc. to developing from positive and affirmed Patheon's existing
ratings including the B3 Corporate Family Rating. This follows the
announcement that the company is going private and entering into a
merger transaction that will lead to a transformational change in
the company's business profile and capital structure.

On November 19, 2013, Patheon announced that it had entered into
an agreement under which it will be taken private by a newly
created entity ("Newco") controlled by private equity firm JLL
Partners, Inc. (JLL) -- its current majority shareholder, and
Royal DSM N. V. (DSM, A1, positive) -- a leading life science and
material sciences group based in the Netherlands. Newco will be
formed by combining Patheon with DSM's business group -- DSM
Pharmaceutical Products ("DPP") -- creating an entity with
anticipated combined 2014 annual sales of approximately $2
billion. The transaction will be financed through a combination of
debt and equity. The company expects to complete the transaction
in the first half of 2014, subject to regulatory approvals in
various jurisdictions.

Ratings affirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior secured credit facilities at B3 (LGD 3, 47%)

Speculative Grade Liquidity rating at SGL-2

Rating Rationale:

"The developing outlook reflects uncertainty regarding details of
the transaction and its implications on the company's business
profile and credit metrics," commented Moody's Senior Analyst John
Zhao. "We recognize the long term strategic benefit of increased
scale and an expanded product line and service offerings as a
result of the merger, while cautioning that heightened financial
and execution risks may arise from the transaction."

On a standalone basis, Patheon's current B3 Corporate Family
Rating reflects high financial leverage, in part due to debt added
in connection with its acquisition of Banner in late 2012, as well
as Patheon's track record of negative free cash flow and the
expectation that the company will see only modest free cash flow
in the near term. The rating also reflects broader challenges in
the contract manufacturing industry, including overcapacity and
pricing pressure. Further, the significant fixed costs of
Patheon's business lead to high operating leverage and margins
that are extremely sensitive to revenue and product mix. While
this is positive in an environment of revenue growth, it creates
the potential for earnings volatility. The rating balances the
company's scale and diversity against risks associated with the
likelihood of additional debt-financed acquisitions as industry
consolidation continues, particularly at a time when Patheon is at
an early stage of a significant turnaround in its legacy
operations. The ratings are supported by Patheon's leading market
position in the pharmaceutical contract manufacturing arena and
Moody's expectation that demand from pharmaceutical companies for
contract manufacturing services will grow over the long-term.

Moody's could upgrade the ratings if the company (on a standalone
basis) is able to continue to improve profitability, reduce
earnings volatility and sustain debt to EBITDA below 4.5 times and
interest coverage (defined as EBITDA less capital expenditures to
interest expense) above 1.5 times. Moody's would also need to gain
comfort that the company can operate with sustained positive free
cash flow.

Moody's could downgrade the ratings if debt/EBITDA increases
materially from its current level, interest coverage falls below
1.0 times sustainably, or if free cash flow will remain negative
(exclusive of unusual items, such as severance). Deterioration of
liquidity for any reason would also lead to a downgrade.

Patheon Inc. ("Patheon"), headquartered in Mississauga, Ontario,
Canada is a leading provider of commercial manufacturing and
pharmaceutical development services ("PDS") of branded and generic
prescription drugs to the international pharmaceutical industry.
Patheon's stock is publicly traded on the Toronto Stock Exchange,
and the company files with the SEC. JLL Partners, a private equity
firm, owns approximately 56% of the company's restricted voting
shares.


PHOENIX SERVICES: S&P Retains 'B' Rating Following $25MM Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services' 'B' issue-level rating on
Kennet Square, Pa.-based Phoenix Services International LLC's
first-lien term loan is based on S&P's view of the steel mill
services provider's "vulnerable" business risk and "aggressive"
financial risk.  Key credit factors include the company's high
customer concentration and S&P's expectation that leverage will be
in the 4x to 5x EBITDA range over the next 12 months.

Standard & Poor's has reviewed its ratings on Phoenix Services,
which it labeled as "under criteria observation" after the
publishing of its revised corporate criteria on Nov. 19.  Standard
& Poor's expedited the review of its ratings on Phoenix Services
because of the company's announced incremental term loan
borrowings.  With S&P's criteria review of Phoenix Services
complete, it has confirmed that its ratings on this issuer are
unaffected by the criteria changes.

RATINGS LIST

Phoenix Services International LLC
Corporate Credit Rating                      B/Stable/--

Rating Unchanged
$180 mil term loan due 2017                  B
  Recovery Rating                             3


PHYSICAL PROPERTY: Incurs HK$43,000 Net Loss in Third Quarter
-------------------------------------------------------------
Physical Property Holdings Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss and comprehensive loss of HK$43,000 on HK$278,000 of
total operating revenues for the three months ended Sept. 30,
2013, as compared with a net loss and comprehensive loss of
HK$101,000 on HK$248,000 of total operating revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss and comprehensive loss of HK$223,000 on HK$781,000 of
total operating revenues as compared with a net loss and
comprehensive loss of HK$373,000 on HK$624,000 of total operating
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed HK$9.73
million in total assets, HK$11.48 million in total liabilities,
all current, and a HK$1.75 million total stockholders' deficit.

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

                       http://is.gd/Huxam2

                     About Physical Property

Located in Hong Kong, Physical Property Holdings Inc., through its
wholly-owned subsidiary, Good Partner Limited, owns five
residential apartments located in Hong Kong.  The Company was
incorporated in the State of Delaware.


PLANDAI BIOTECHNOLOGY: Delays Form 10-Q for Third Quarter
---------------------------------------------------------
Plandai Biotechnology, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the quarter
ended Sept. 30, 2013.

The Company has experienced a delay in completing the necessary
disclosures and finalizing its financial statements with its
independent public accountant in connection with its Quarterly
Report on Form 10-Q for the period ended Sept. 30, 2013.  As a
result of this delay, the Company was unable to file its Quarterly
Report by the prescribed filing date of Nov. 14, 2013, without
unreasonable effort or expense.

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai incurred a net loss of $2.96 million on $359,143 of
revenues for the year ended June 30, 2013, as compared with a net
loss of $3.83 million on $74,452 of revenues during the prior
fiscal year.

As of June 30, 2013, the Company had $8.83 million in total
assets, $12.31 million in total liabilities and a $3.48 million
stockholders' deficit allocated to the Company.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has incurred losses since
inception, has a negative working capital balance at June 30,
2013, and has a retained deficit, which raises substantial doubt
about its ability to continue as a going concern.


POSITIVEID CORP: Sells 871,754 VeriTeQ Common Shares
----------------------------------------------------
PositiveID Corporation, on Nov. 8, 2013, entered into a letter
agreement with VeriTeQ Corporation (f/k/a Digital Angel
Corporation).  On Nov. 13, 2013, the Company entered into a Stock
Purchase Agreement with Hudson Bay Master Fund Ltd. and seven
other accredited purchasers.  Also on that date, Hudson and
VeriTeQ entered into a financing transaction.

Pursuant to the SPA, the Company sold its remaining shares of
VeriTeQ common stock (871,754) and the convertible note owed from
VeriTeQ to the Company (convertible into 135,793 shares of VeriTeQ
common stock).  Total proceeds from the sale are $750,000.

Pursuant to the Letter Agreement, VeriTeQ is required to deliver
to the Company a warrant to purchase 300,000 shares of VeriTeQ
common stock at price of $2.84.  The warrant will have the same
terms as the warrant being entered into between the Purchasers and
VeriTeQ, including a term of 5 years and customary pricing reset
provisions.  The Letter Agreement also specifies that the
remaining outstanding payable balance owed from VeriTeQ to the
Company would be repaid pursuant to the following schedule: (a)
$100,000 paid upon VeriTeQ raising capital in excess of $3 million
(excluding the transaction between VeriteQ and Purchasers of
November 13, 2013), (b) within 30 and 60 days after the initial
$100,000 payment, VeriTeQ will pay $50,000 each (total of and
additional $100,000) to the Company, and (c) the remaining balance
of the payable (approximately $12,000) will be paid within 90 days
after the initial $100,000 payment.  The Letter Agreement also
included several administrative corrections to previous agreements
between the Company and VeriTeQ.

A copy of the SPA is available for free at:

                        http://is.gd/GBvq4h

                         Delays Form 10-Q



PositiveID Corporation was unable, without unreasonable effort or
expense, to file its quarterly report on Form 10-Q for the quarter
ended Sept. 30, 2013, by the Nov. 14, 2013, filing date applicable
to smaller reporting companies due to a delay experienced by the
Company in the completion of its independent auditor's review of
the financial statements included in the Quarterly Report.

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at June 30, 2013, showed $2.10 million
in total assets, $7.18 million in total liabilities and a $5.08
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


POSITRON CORP: Incurs $1.4 Million Net Loss in Third Quarter
------------------------------------------------------------
Positron Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
and comprehensive loss of $1.39 million on $351,000 of sales for
the three months ended Sept. 30, 2013, as compared with a net loss
and comprehensive loss of $1.56 million on $370,000 of 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 $3.67 million on $1.15 million
of sales as compared with a net loss and comprehensive loss of
$5.76 million on $2.42 million of sales for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.47
million in total assets, $11.50 million in total liabilities and a
$9.02 million total stockholders' deficit.

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

                         http://is.gd/8mO8y4

                      About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

Positron disclosed a net loss and comprehensive loss of $7.95
million in 2012, as compared with a net loss and comprehensive
loss of $6.12 million in 2011.

Sassetti LLC, in Oak Park, Illinois, 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 significant accumulated deficit which raises
substantial doubt about the Company's ability to continue as a
going concern.


PRECISION OPTICS: Incurs $210,700 Net Loss in Fiscal Q1
-------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $210,721 on $907,426 of revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$358,094 on $563,398 of revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.17
million in total assets, $642,657 in total liabilities, all
current, and $1.53 million in total stockholders' equity.

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

                       http://is.gd/A4R1q5

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

Precision Optics incurred a net loss of $1.78 million on $2.51
million of revenues for the year ended June 30, 2013, as compared
with net income of $960,972 on $2.15 million of revenues during
the prior year.


RESIDENTIAL CAPITAL: Knocks Out $160 Million in Ill-Founded Claims
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Residential Capital LLC is yet to emerge
from bankruptcy reorganization, it too is whittling down ill-
founded claims.

According to the report, last week, U.S. Bankruptcy Judge Martin
Glenn tossed out two $79.1 million claims filed by an individual
named Robert Sweeting.

ResCap, the mortgage-servicing subsidiary of non-bankrupt Ally
Financial Inc., allegedly defrauded Judge Sweeting because the
homeowner said his signature on a mortgage was a forgery.
Unfortunately for Sweeting, he sued in California state
court and lost.

Judge Glenn threw out the two claims in their entirety on the
grounds of collateral stopped, res judicata, and the Rooker-
Feldman doctrine.

Translating the defenses to plain English, Judge Glenn said
Sweeting wasn't entitled to make the claims a second time in
federal bankruptcy court when they were already tossed in state
court.

                     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: Resolves Plan Objections, Files Revised Plan
-----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York opened on Nov. 19 the trial on the
confirmation of the Joint Chapter 11 Plan filed by Residential
Capital, LLC, and its debtor affiliates, and the Official
Committee of Unsecured Creditors.

The confirmation trial will continue until Nov. 26.

Prior to the Nov. 19 hearing, Judge Glenn held pre-trial status
conferences on Nov. 4 and 14, during which the Debtors related
that they have resolved most of the Plan-related objections, both
formal and informal, except for, among other things, the
objections raised by the junior secured noteholders and Wells
Fargo as JSN collateral agent, the U.S. Trustee, and the U.S.
Department of Justice.

A table of the Plan-related objections and their resolution is
available for free at:

        http://bankrupt.com/misc/RESCAPstatreport1105.pdf

As a result of the agreed modifications to the Plan, certain
insurers under General Motors Combined Specialty Insurance Program
12/15/00 - 12/15/03; Deutsche Alt-A Securities, Inc., and its
affiliates; Federal Home Loan Mortgage Corporation; Federal
Housing Finance Agency, as conservator for the Federal Home Loan
Mortgage Corporation; Los Angeles County Treasurer and Tax
Collector; County of San Bernardino, California; and Philip Roger
Flinn, II, withdrew their objections to the confirmation of the
Plan.

Furthermore, as a result of the agreed modifications and
resolution of the Plan confirmation objections, the Debtors
revised their Chapter 11 Plan.  The Revised Plan, among other
things, modifies the language on third-party release carve-out to
provide that the third party release will not apply to any claims
held by:

   (i) the Federal Housing Finance Agency, as conservator for
       the Federal National Mortgage Association ("Fannie Mae"),
       and/or Fannie Mae against Ally Bank, any claims of FHFA
       and/or Fannie Mae against Ally Bank for continuing
       liabilities, obligations, and duties owed by Ally Bank to
       FHFA and/or Fannie Mae under the Fannie Mae Contract,
       including the obligations and duties to honor all selling
       and servicing representations and warranties related to
       the portfolio of loans sold and/or serviced, or that were
       previously serviced, by Ally Bank;

  (ii) the FHFA and/or the Federal Home Loan Mortgage Corporation
       ("Freddie Mac") (a) against Ally Bank for any selling and
       servicing representation and warranty claims for loans
       sold to Freddie Mac directly by Ally Bank subsequent and
       pursuant to the May 1, 2012, and August 1, 2012, master
       selling and servicing agreements among Ally Bank and
       Freddie Mac, and (b) against Ally Financial Inc. as
       guarantor for the limited time that the Debtors
       subserviced the Ally Bank loans sold pursuant to the
       agreements;

(iii) the United States and the DOJ/AG Settling States with
       regard to any monetary obligation the Ally Released
       Parties may have arising under the DOJ/AG Settlement or
       causes of action preserved under the DOJ/AG Settlement;
       and will not apply to

  (iv) any liability or obligation of AFI to the United States or
       the States arising under the Internal Revenue Code,
       environmental laws, civil fraud laws, or criminal laws,
       including, but not limited to, any liability or obligation
       preserved under the DOJ/AG Settlement.

UMB Bank, N.A., as successor notes trustee under the indenture for
9.625% Junior Secured Guaranteed Notes due 2015, continues to
object to confirmation of the Plan, despite having been revised
twice by the Debtors.  According to the Debtors' counsel, Gary
Lee, Esq., at Morrison & Foerster LLP, in New York, all of the
Debtors' major creditors voted for the Joint Plan except for the
JSNs and their trustee.  Of the 1,432 votes cast, only 64 voted no
to the proposal.

The JSNs complain that by the Amended Plan, the Plan Proponents
seek to unclassify that portion of the JSN Claims asserting the
Notes Trustee's Fee Claims.  In supplemental pleadings filed in
support of the Amended Plan, the Plan Proponents take the position
that the Notes Trustee's Fee Claims are not entitled to any direct
recovery from the Debtors' estates.  The Amended Plan's failure to
provide for the Notes Trustee's Fee Claims ignores Second Circuit
precedent, violates Section 1129(b)(1) of the Bankruptcy Code, and
unless remedied, should result in denial of confirmation of the
Amended Plan, the JSNs argue.

During the hearing, Judge Glenn granted the Debtors and the
Creditors Committee's motion in limine to exclude the proposed
expert testimony of Raymond T. Lyons, a recently retired and
respected former bankruptcy judge in the District of New Jersey.
Judge Glenn denied UMB Bank and the JSNs' motion in limine to
exclude the proposed rebuttal expert testimony of Gina Guzeit
offered by the Debtors and the Creditors Committee.

The Plan is hinged on a $2.1 billion settlement contribution by
parent Ally Financial Inc.  The Debtors maintain that the global
settlement with Ally and other major creditors and the Joint Plan
before the Court resolve billions of dollars of claims and bring
the Chapter 11 cases to the threshold of a successful resolution
that just months ago seemed hopelessly locked away.

Without the global settlement and the Plan, the Chapter 11 cases
would devolve into potentially endless litigation, not only
against Ally and its affiliates, but also among the creditor
constituencies, the Debtors assert.

A full-text copy of the Nov. 12, 2013 version of the Amended Plan
is available at http://bankrupt.com/misc/RESCAPplan1112.pdf

A full-text copy of the Nov. 18, 2013 version of the Amended Plan
is available at http://bankrupt.com/misc/RESCAPplan1118.pdf

                     Plan Supplement Exhibits

The Debtors and the Official Committee of Unsecured Creditors
filed with the Court a schedule of executory contracts and
unexpired leases not included on the schedule of contracts and
leases to be assumed by the Debtors pursuant to the Joint Chapter
11 Plan.

Pursuant to Article V.A of the Plan, executory contracts and
unexpired leases that are not (i) on the Assumption Schedule,
(iii) previously assumed, or (iii) subject to a pending motion to
assume, are deemed to be rejected as of the Effective Date.
Accordingly, the Pending Agreements are not deemed to be rejected
under the Plan because they are the subject of a pending motion to
assume and assign.  Out of an abundance of caution, the Plan
Proponents are sending the notice to the Non-Debtor counterparties
to the Pending Agreements.

A schedule of the Pending Agreement is available for free
at http://bankrupt.com/misc/RESCAP_pendingagreements1029.pdf

The Debtors also filed with the Court Exhibit 2: Liquidating Trust
Agreement, Exhibit 4: Borrower Claims Trust Agreement, Exhibit 13:
Liquidating Trust Causes of Action, and Exhibit 15: Borrower-
Related Causes of Action.  Full-text copies of the Plan Exhibits
are available at:

         http://bankrupt.com/misc/RESCAPplanex1115.pdf

                     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: Seeks OK of Accord With Committee, Ally
------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to approve a settlement agreement with the Official
Committee of Unsecured Creditors and Ally Financial Inc. and its
non-debtor affiliates.  The settlement is ancillary to a separate
settlement between Ally and the Federal Housing Finance Agency
resolving billions of dollars of claims brought by the FHFA as
conservator for the Federal Home Loan Mortgage Corporation related
to the Debtors' residential mortgage-backed securities.

As a result of the Settlement, the Plan proponents have modified
the Plan to provide that:

   (a) the claims of the FHFA in the Debtors' bankruptcy cases
       will be allowed in the amount of $1.2 billion in class
       RS-11;

   (b) the Allowed FHFA Claim will receive a cash distribution of
       $24 million on the effective date of the Plan; and

   (c) the Third Party Release Carve-Out will be modified to
       allow the FHFA to retain certain claims against Ally.

In addition, and as a result of the Ally/FHFA Settlement, Freddie
Mac and the FHFA have withdrawn their objections to the Plan, and
with it, the Parties will not litigate at confirmation the impact
of the Housing and Economic Recovery Act of 2008.

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York, tells
the Court that the Debtors believe that entry into the Settlement
Agreement is reasonable and in the best interests of the Debtors'
estates and their creditors.  Absent a settlement, litigating
these claims would have required the Debtors to engage in costly,
burdensome, and uncertain litigation for months or even years, Mr.
Lee says.  Additionally, litigation regarding HERA's impact on the
Plan would likely be time consuming and cause the Debtors to incur
significant administrative expense, and could be a substantial
obstacle to the confirmation of the otherwise largely consensual
Plan, Mr. Lee asserts.

The FHFA Claims are based on litigation arising out of Freddie
Mac's purchase of approximately $6 billion in Debtor-sponsored
residential mortgage-backed securities.  As far as the Debtors are
aware, the FHFA is the largest holder of RMBS in these Chapter 11
cases.  The FHFA objected to the Plan's proposed subordination of
the FHFA Claims.  A ruling in the FHFA's favor on subordination
could have had a material negative effect on the distributions to
the Debtors' other creditors.

The Ally/FHFA Settlement also resolves the FHFA's claims against
Ally pending in the U.S. District Court for the Southern District
of New York.  That settlement includes a substantial contribution
from Ally to resolve the FHFA Case.  In addition, the FHFA
assigned to Ally its and Freddie Mac's rights to receive any and
all distributions to the FHFA under the Plan on account of the
FHFA Claims as of the effective date of the Plan.

The Debtors and the Committee are not parties to the Ally/FHFA
Settlement; however, based on that separate settlement, the
Settlement Agreement was negotiated.  The Settlement Agreement
fairly resolves significant securities claims against the Debtors,
eliminates two significant objections to confirmation, and is
supported by the Committee.

                     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: Removal Period Extended to Jan. 31, 2014
-------------------------------------------------------------
Judge Martin Glenn, at the behest of Residential Capital LLC and
its affiliates, extended the period within which the Debtors may
file notices of removal of civil actions to the later of (a) Jan.
31, 2014, or (b) should the Court enter an order terminating the
automatic stay as to a particular Civil Action, for that Civil
Action, 30 days after the entry of the order terminating the
automatic stay, without prejudice to the Debtors to seek further
extensions.

According to Gary S. Lee, Esq., at Morrison & Foerster LLP, in New
York, due to the urgent need to focus on critical activities such
as plan-related negotiations, the Debtors and their professionals
have not had a sufficient opportunity to analyze the merits of the
Civil Actions and the desirability of removing them to the
appropriate bankruptcy court or district court.  Thus, the Debtors
are continuing to review their files and records and undertaking
an analysis of the relevant court documents to determine whether
the Debtors' estates would benefit from the removal of any of the
thousands of Civil Actions pending in courts throughout the
country, Mr. Lee says.  Further extending the Debtors' period to
file notices of removal will provide them with adequate time to
conduct the review and to evaluate the pending litigation matters
within the larger context of the Chapter 11 cases, Mr. Lee
asserts.

                     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: Has Mitchell Class Suit Settlement
-------------------------------------------------------
Debtor Residential Funding Company, LLC, and the plaintiffs in the
class action case captioned Steven and Ruth Mitchell v.
Residential Funding Company, LLC, et al. (Case No. 03-CV-220489-
01), currently pending in the Circuit Court of Jackson County,
Missouri, Division 4, entered into a settlement fixing the amount
of an allowed general unsecured claim for the benefit of the class
action plaintiffs.

The Settlement Agreement resolves all remaining claims between the
parties, including, but not limited to, the Plaintiffs' remaining
punitive damages claims against RFC with respect to the 248 loans
held by the approximately 365 members of the Mitchell Settlement
Class as well as any purported liability stemming from the trial
sanctions motion, thereby eliminating the risk of an allowed
punitive damage claim that could exceed the original $92 million
award and an additional award of potentially $8 to $20 million in
monetary sanctions against RFC.

RFC reached the settlement in February 2012.  In April 2012, the
Mitchell Settlement Class received preliminary certification from
the state court.

Under the terms of the settlement agreement, RFC agreed to pay
$14.5 million to the Mitchell Settlement Class and an additional
$2,780,365 million in attorneys' fees.  The Debtors are only
agreeing to provide the class representative with an allowed,
general unsecured claim for $14.5 million.  In exchange for the
remittance of the Mitchell Settlement Amount, the Class agreed to
provide the certain persons release from certain claims and causes
of action.

The Bankruptcy Court will convene a hearing on Dec. 17, 2013, at
10:00 a.m., to consider approval of the settlement agreement.
Objections are due Nov. 29.

The Debtors are represented by Gary S. Lee, Esq., Norman S.
Rosenbaum, Esq., and Jordan A. Wishnew, Esq., at Morrison &
Foerster LLP, in New York.

                     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).


REVSTONE INDUSTRIES: Creditors Say Acrimony Warrants Trustee
------------------------------------------------------------
Law360 reported that the official committee of unsecured creditors
in the contentious Revstone Industries LLC bankruptcy requested on
Nov. 20 that a Chapter 11 trustee be appointed to oversee the
case, citing nearly a year of unrelenting acrimony that has bogged
down the proceedings since shortly after the auto parts
conglomerate sought court protection.

According to the report, in a motion before the Delaware
bankruptcy court, the committee chronicled the history of the
case, in which nearly every significant step has been fraught with
some sort of battle or dispute.

                About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


REVSTONE INDUSTRIES: Creditors' Committee Seeks Trustee Again
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Revstone Industries LLC's official unsecured
creditors' committee said the U.S. Bankruptcy Court should appoint
a Chapter 11 trustee or convert the reorganization to a
liquidation because of the acrimony between the parties.

According to the report, in a filing last week in Wilmington, the
committee described in detail the conflicts and litigation that
erupted soon after the December Chapter 11 filing by Revstone,
which makes parts for truck engines.

The committee's first request for a trustee, in February, was
resolved in an arrangement that wasn't disclosed. Revstone
violated that settlement, allowing the committee to file a
reorganization plan in July. Lexington, Kentucky-based Revstone
filed a competing plan.

The committee said last week that neither plan can be approved
because there isn't enough cash to pay professional costs.

The committee arranged a Dec. 11 hearing for the judge to rule on
the latest trustee motion.

If the judge decides a trustee isn't appropriate in Chapter 11,
the committee wants the case converted to a Chapter 7 liquidation,
in which a trustee would be appointed as a matter of course.

The chances of recovery by unsecured creditors are "increasingly
dim," the committee said.

The bankruptcy judge last month warned that he would appoint a
trustee if there is "acrimony and deadlock between debtors and
stakeholders."

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


REX VENTURE: Receiver to Auction Off Assets Dec. 16
---------------------------------------------------
Kenneth D. Bell, in his capacity as the court-appointed receiver
for Rex Venture Group, LLC, in Case No. 3:12-CV-519, pending in
the U.S. District Court for the Western District of North
Carolina, Charlotte Division, posted a notice of his intention to
sell to the highest qualified bidder(s) these real property:

   1. An office building and attached laundromat at 801 and 803
West Center Street, Lexington, Davidson County, NC; Tax PIN: 6725-
02-59-4801; Deed Book 2041, Page 2402.

   2. A warehouse at 4095 Old Salisbury Road, Lexington, Davidson
County, NC; Tax PIN: 6714-01-05-4777; Deed Book 2055, Page 1992.

The Receiver will also sell personal property of the Receivership
Defendant.

These properties will be sold at public auction to be held on Dec.
16, 2013, at 12:00 p.m. at 4095 Old Salisbury Rd., Lexington,
Davidson County, North Carolina.  The auction of these properties
will be in conjunction with the personal property auction that
will be held tDecember 16-17, 2013 commencing at 9:00 a.m. both
days.

All sales will be for cash or cash equivalents.

All sales will be free and clear of all liens, claims or
encumbrances.

The successful bidder(s) for the parcels of real property will be
required to submit a deposit of 20 percent of the final contract
purchase price within 24 hours of the auction, either by cashier's
check, company or personal check accompanied by a bank letter of
guarantee, or electronic funds transfer, with the balance due
within 30 days after the date of approval by the Receiver.  The
party who submits the second-highest bid must agree that their bid
will be irrevocable until the earlier of: (a) 60 days after the
auction; or (b) the closing of the sale to the successful bidder.
Sales will be "AS IS" and "WHERE IS" with no representations or
warranties of any type, and will close no later than 30 days after
the date of approval by the Receiver.

The Receiver reserves the right to postpone or adjourn the
auction, to accept any bid or to reject any and all bids that he
deems not to be in the best interests of the Receivership Estate,
or to withdraw any of the real or personal properties at any time
prior to the announcement of the completion of the auction.  The
Receiver's acceptance of any bid is expressly conditioned on the
successful bidder executing a purchase and sale agreement or bill
of sale in form and content satisfactory to the Receiver.


RIH ACQUISITIONS: Can Hire Non-Bankruptcy Legal Professionals
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized RIH Acquisitions NJ, LLC, et al., to employ non-
bankruptcy legal professionals to provide services in the ordinary
course of their businesses.

The Non-Bankruptcy Legal Professionals provide services to RIH
Acquisitions in a variety of matters unrelated to the Chapter 11
cases, including legal services with regard to specialized areas
of the law, like labor, workers' compensation and general
liability issues.

The Non-Bankruptcy Legal Professionals to be employed are:

   * Marks O'Neill, Esq., at O'Brien & Courtney, as personal
     injury counsel in the Philadelphia, Pennsylvania, area.

   * Fox Rothschild LLP, as labor and employment counsel including
     union issues.

   * Graham Curtin, P.A., as litigation and general counsel.

   * Pietras Saracino Smith & Meeks, LLP, as workers compensation
     counsel.

   * Blank Rome LLP as employment litigation counsel.

                        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.


ROGERS BANCSHARES: Names Cheryl Shuffield as Liquidation Officer
----------------------------------------------------------------
Rogers Bancshares Inc. seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Arkansas to employ
Cheryl F. Shuffield as chief liquidation officer and Frost PLLC as
accountants for the Debtor.

Ms. Shuffield, as CLO, shall perform the following services,
assisted as appropriate by her accounting firm:

   (a) manage and maintain the Debtor's estate;

   (b) keep or cause to be kept books containing a description of
       all property from time to time constituting the Debtor's
       assets, accounting of all receipts and disbursements;

   (c) maintain insurance for the Debtor as needed;

   (d) maintain records and other business records for the Debtor
       as needed;

   (e) perform any and all duties and obligations under the Sale
       Order to effectuate a closing of the Sale with Simmons
       First National Bank;

   (f) pay and discharge any costs, expenses, or obligations
       deemed necessary for the Debtor;

   (g) deposit estate funds;

   (h) draw checks and make disbursements as approved by the
       Court;

   (i) enter into contracts and execute negotiable and non-
       negotiate obligations;

   (j) when and if advisable, object to claims;

   (k) establish a reserve for the payment of future expenses;

   (l) file and pay employment, income, or other taxes as
       appropriate; and

   (m) perform such other tasks as agreed to among the Debtor and
       the Committee and that are otherwise necessary for the wind
       down of the Debtor's affairs.

Ms. Shuffield will be paid $310 per hour for her services.  To the
extent possible she will delegate tasks to lower hourly billing
individuals within her firm to assist her with the tasks described
herein.  The hourly rates of such individuals range from $95 to
$300.

Ms. Shuffield and Frost PLLC will also be reimbursed for
reasonable out-of-pocket expenses incurred.

Ms. Shuffield, member of Frost PLLC, 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.

Frost PLLC can be reached at:

       Ms. Cheryl F. Shuffield, CPA
       FROST PLLC
       425 West Capitol Avenue, Suite 3300
       Little Rock, AK 72201
       Tel: (501) 975-0100
       E-mail: cshuffield@frostpllc.com

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq. -- sam.stricklin@bgllp.com -- at Bracewell &
Giuliani, LLP represents the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets and
debts.  Rogers owes $41.3 million on three issues of junior
subordinated debentures and $39.6 million on four issues of
preferred stock. The petition was signed by Susan F. Smith,
secretary.

The Official Committee of Unsecured Creditors has hired Hunton &
Williams LLP and James F. Dowden PA as counsel; and Carl Marks
Advisory Group LLC as financial advisors.


ROTECH HEALTHCARE: Says Baker & McKenzie Lied to Court
------------------------------------------------------
Law360 reported that the reorganized Rotech Healthcare Inc. in
Delaware bankruptcy court filed a supplemental objection to Baker
& McKenzie LLP's request for more than $1 million in fees, saying
the firm withheld a significant conflict of interest with a Rotech
lien holder from the court.

According to the report, the medical equipment supplier said Baker
& McKenzie, which briefly served as counsel to the company's
equity committee, recently filed unredacted time records reveal an
undisclosed conflict of interest with Fidelity Management &
Research Co., a holder of Rotech's first lien notes.

As previously reported by The Troubled Company Reporter, Rotech
filed an objection to Baker & McKenzie's request for more than $1
million in fees, saying the firm hadn't provided the estate with
any value during the bankruptcy proceedings.  The medical
equipment supplier said in its objection that Baker & McKenzie,
which acted for several months as counsel to the company's equity
committee, wasted time and money drawing the bankruptcy
proceedings into unnecessary litigation and should therefore not
be reimbursed for any of its fees.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.  The Equity Panel is
represented by Bayard, P.A. as Delaware counsel.

Rotech on Aug. 29 disclosed that the Bankruptcy Court has approved
the Second Amended Joint Plan of Reorganization, along with $358
million of exit financing commitments received from Wells Fargo
and certain existing holders of the 10.5% Senior Second Lien
Secured Notes.  The reorganization plan was confirmed at a court
hearing in Delaware and was supported by the Statutory Committee
of Unsecured Creditors. Creditors entitled to vote overwhelmingly
voted in favor of the reorganization plan.

Under the reorganization plan, the Company's existing common stock
will be cancelled and substantially all of the new common stock of
reorganized Rotech will be distributed to holders of the 10.5%
Senior Second Lien Secured Notes.  Trade suppliers are to be paid
in full, if they agree to continue providing credit.  The existing
$23.5 million term loan would be paid in full, and the $230
million in 10.75 percent first-lien notes will be amended.

The Company, on Sept. 27, 2013, implemented the reorganization
plan approved when a bankruptcy judge in Delaware signed a
confirmation order on Aug. 29.


RURAL/METRO CORP: McCall Wants Policy Assumed Under Plan
--------------------------------------------------------
Plaintiffs in a prepetition state court action against Rural/Metro
Corp. and its insurers want the court to deny confirmation of the
debtors' reorganization plan unless they assume the policy of
healthcare professional liability insurance issued by Lexington
Insurance Company.

Prepetition, the plaintiffs pursued the action styled Lisa McCall-
Stowers, individually and as guardian of Rhonda McCall,
incompetent, and as guardian and next friend of D.M.,2 a minor,
Roger W. McCall, Sr., Wilma McCall and Roger W. McCall, Jr. v.
University Hospitals Medical Group, Inc., University Hospitals of
Cleveland, Tia Melton, M.D., Rural/Metro Corporation d/b/a Rural
Metro Ambulance, Rural/Metro of Ohio, Inc. d/b/a Rural Metro
Ambulance, Rural/Metro of Northern Ohio, Inc. d/b/a Rural Metro
Ambulance, Alan Ward, Kelsey M. Schoonover, John Does #1-5 and ABC
Companies #1-5 filed Sept. 8, 2012 in the Court of Common Pleas,
Cuyahoga County, Ohio, CV 12-791690.

Pursuant to Endorsement 7 to the Policy, the Debtors are required
to pay all costs under the self-insured retention of $1 million
per occurrence that triggers coverage (the "SIR").  The SIR
represents amounts potentially owed by the Debtors to Plaintiffs,
inter alios, who establish that the Debtors are legally obligated
to pay damages resulting from a medical incident arising out of
professional services provided by the Debtors as Insured.

The Plaintiffs say the Plan's proposed treatment of the Policy, as
an executory contract, is impermissible under applicable law for a
number of reasons.  "If the Debtors wish to retain the benefits of
the Policy as an executory contract, they may only to do so by
complying with the Bankruptcy Code," says counsel to the
Plaintiffs.

"The Debtors cannot, as the Plan contemplates, assume the
beneficial aspects of the Policy (i.e. "vest" their insurance
rights in the Reorganized Debtors) without also fully performing
all contractual obligations (i.e. paying the SIR).  The law simply
does not permit the Debtors to parse executory contracts as
contemplated by the Plan; i.e. assume and assign rights under the
Policy to the Reorganized Debtors and at the same treat the
obligation to pay the SIR as a general unsecured claim.  That is
tantamount to the Debtors asking the Court to re-write the terms
of the Policy."

Counsel for the Plaintiffs can be reached at:

         Frederick B. Rosner, Esq.
         Julia Klein, Esq.
         THE ROSNER LAW GROUP LLC
         824 N. Market St., Suite 810
         Wilmington, DE 19801
         Telephone: (302) 777-1111
         E-mail: klein@teamrosner.com

                        The Chapter 11 Plan

Rural/Metro Corp. is slated to seek confirmation of its First
Amended Joint Chapter 11 Plan of Reorganization at a hearing on
Dec. 16, 2013.

The voting deadline to accept or reject the Plan is 5:00 p.m. on
Dec. 9, 2013.  Entities holding in excess of 51% of the Debtors'
secured debt and entities holding in excess of 66.66% of the
Debtors' unsecured notes have conveyed support for the Plan.

The Plan was largely worked out prepetition.  The plan calls for
unsecured noteholders with $312.2 million in claims to acquire all
of the preferred stock and 70 percent of the common stock in
return for a $135 million equity contribution through a rights
offering.  Holders of other unsecured claims aggregating
$40 million are slated to have a 25% recovery in the form of cash
or stock.  Equity holders won't recover anything.

A copy of the document is available for free at
http://bankrupt.com/misc/Rural_Metro_1st_Amended_DS.pdf

                      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.


SESI LLC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Positive
--------------------------------------------00------------------
Moody's Investors Service changed SESI, L.L.C.'s rating outlook to
positive from stable. At the same time, Moody's affirmed the
company's Ba1 Corporate Family Rating (CFR), Ba2 senior unsecured
note rating and SGL-1 Speculative Grade Liquidity Rating.

"The positive outlook captures SESI's ongoing commitment to
maintaining conservative financial policies and drive to promote
international growth in the highly competitive oilfield services
industry," said Sajjad Alam, Moody's Analyst.

Issuer: SESI, L.L.C.

Outlook change:

Outlook changed to Positive from Stable

Affirm:

Corporate Family Rating, Affirm Ba1

Probability of Default Rating, Affirm Ba1-PD

Senior Unsecured Regular Bond/Debenture, Affirm Ba2 (LGD5, 71%)

Speculative Grade Liquidity Rating, Affirm SGL-1

SESI's low leverage (1.6x Moody's adjusted debt/EBITDA at
September 30, 2013) is the primary support for its ratings given
the extreme volatility in its operating environment. Management
has demonstrated its ability and willingness to keep a
conservative financial profile since acquiring Complete Production
Services, Inc. in February, 2012. Despite challenging North
American market conditions since mid-2012, SESI has generated free
cash flow, paid down debt and invested adequately in its
businesses. Moody's expects ongoing management focus on free cash
flow generation and opportunistic investments in 2014 and beyond.
The OFS sector is highly competitive and fragmented with low
barriers to entry and minimal product differentiation. Hence, a
flexible balance sheet is imperative in navigating sharp downturns
and sustaining a stable credit profile.

Having a broad geographic presence in the OFS industry is also
necessary to offset regional and cyclical effects. All of Moody's
investment grade OFS companies are globally diversified and have
substantial non-US based operations. SESI's management is actively
exploring opportunities in a number of large and mature
international OFS markets (e.g., Brazil, Colombia and Saudi
Arabia) that have good market penetration potential and could
provide durable returns. If SESI can realize its projected 15%-20%
annual international growth, the company could potentially
originate a fourth of its revenues from foreign markets by the end
of 2016, in addition to generating 18%-20% of revenues from
offshore Gulf of Mexico (GoM) operations. As activity levels
continue to build in deepwater GoM, SESI will be able to
participate in more revenue opportunities. However, additional
exposure to US onshore markets may not be credit enhancing.

Moody's expects SESI to move towards an unsecured capital
structure as its ratings move towards investment grade. The
company executed an amendment to its secured credit agreement in
November 2013 that will allow the security to fall away once the
company is rated investment grade by both Moody's and S&P.

Successful execution of the international expansion strategy,
prudent management of future shareholder returns and financial
leverage, and upward trending margins and earnings will be key
considerations for an upgrade. An upgrade to Baa3 will depend on
management's commitment to maintaining the debt/EBITDA ratio
between 1.5x and 2x through the cycle and its ability to meet the
stated 15%-20% annual international growth target consistently.

While a downgrade is unlikely in 2014, the ratings could face
downward pressure if management pursues aggressive growth or
financial policies. Any debt funded share repurchases or dividend
payments could hinder an upgrade. A downgrade could result if
debt/EBITDA approaches 3x.

SESI, L.L.C. is a wholly-owned subsidiary of Superior Energy
Services, Inc., which is a publicly traded diversified oilfield
services company headquartered in Houston, Texas.


SHELBOURNE NORTH WATER: Irish Real Estate Mogul Sued for $95MM
--------------------------------------------------------------
Law360 reported that RMW Acquisition Co. LLC filed suit in
Illinois federal court on Nov. 21 to recoup the more than $95
million it is allegedly owed as a result of the unfinished Chicago
Spire, saying that guarantor Garrett M. Kelleher is responsible
for paying the debt.

According to the report, development on the Chicago Spire, which
was supposed to be the tallest building in the U.S., came to a
halt in 2008 due to the economic crisis, leaving only the
foundation of the building completed along with a massive hole of
debt.

The case is RMW Acquisition Company LLC v. Kelleher, Case No.
1:13-cv-08405 (N.D. Ill.) before Judge Sharon Johnson Coleman.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Case Number 13-12652, Bankr. D.Del.).  The case
is assigned to Judge Kevin J. Carey.

The Petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.


SHERIDAN HOLDINGS: Moody's Says Company Acquisition is Credit Pos.
------------------------------------------------------------------
Moody's Investors Service said that Sheridan Holdings, Inc.'s
announced acquisition of Medical Anesthesia Consultants Medical
Group, Inc. on November 18, 2013, is a credit positive.

As reported by The Troubled Company Reporter on Feb. 8, 2013,
Moody's retained B2 Corporate Family Rating and assigned B1 rating
on First Lien Revolver and Term Loan.

Headquartered in Sunrise, Florida, Sheridan Healthcare, Inc. (a
wholly owned subsidiary of Sheridan Holdings, Inc.) (collectively
"Sheridan") is a leading provider of physician services to
hospitals and ambulatory surgical facilities. The company provides
outsourced physician staffing services for anesthesia,
neonatology, radiology, pediatrics and emergency departments.
Sheridan also provides a full complement of professional and
administrative support services including physician billing.


SIMPLY WHEELZ: Hertz Global Faces Suit Over Insolvency Exposure
---------------------------------------------------------------
Levi & Korsinsky on Nov. 22 disclosed that a class action lawsuit
has been commenced in the United States District Court for the
District of New Jersey on behalf of investors who purchased
Hertz Global Holdings, Inc. common stock between February 25, 2013
and November 4, 2013.

To learn more about the action visit http://zlk.9nl.com/hertz-
global-holdings-htz  or call: 877-363-5972.  There is no cost or
obligation to you.

The complaint alleges that the Company issued materially false and
misleading statements and/or failed to disclose that: a) Hertz was
losing sales in a significant market which offers higher rental
prices and margins than off-airport, longer-term "replacement car"
locations; b) Hertz faced undisclosed exposure to the insolvency
of its subsidiary Simply Wheelz LLC, c) Hertz and Advantage Rent A
Car were in disagreement over the value of Advantage's assets; and
d) Hertz was carrying the value of its fleet transferred to
Advantage and Simply Wheelz on its books at an artificially
inflated level.

On November 4, 2013, Hertz announced its third quarter 2013
financial results for the quarter ended September 30, 2013,
reporting that its net income fell from $242.9 million to $214.7
million in the third quarter of 2012.  The Company also
acknowledged its exposure to Simply Wheelz's insolvency.  The
following day, Simply Wheelz announced it would file for
bankruptcy.

Shareholders of Hertz have until January 20, 2014 to seek
appointment as lead plaintiff. Your ability to share in any
recovery doesn't require that you serve as a lead plaintiff.  To
obtain additional information, contact Joseph E. Levi, Esq. either
via email at jlevi@zlk.com or by telephone at (212) 363-7500,
toll-free: (877) 363-5972, or visit
http://zlk.9nl.com/hertz-global-holdings-htz/

Levi & Korsinsky is a national firm with offices in New York, New
Jersey, and Washington D.C.  The firm has extensive expertise in
prosecuting securities litigation involving financial fraud,
representing investors throughout the nation in securities and
shareholder lawsuits.

                     About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
estimated assets and debt in excess of $100 million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SPECIALTY PRODUCTS: Dec. 18 Hearing on Outline for Own Plan
-----------------------------------------------------------
Specialty Products Holding Corp. and Bondex International, Inc.,
will seek approval of the latest iteration of the disclosure
statement explaining their proposed reorganization plan at a
hearing on Dec. 17, 2013, at 1:30 p.m.  Deadline to file
objections to the adequacy of the information in the disclosure
statement is Dec. 11, 2013.

The Debtors on Nov. 18, 2013, filed their First Amended Joint Plan
of Reorganization and the explanatory Disclosure Statement.

A copy of the Disclosure Statement dated Nov. 18, 2013, is
available for free at:

   http://bankrupt.com/misc/Specialty_Products_DS_1st_Am_Plan.pdf

The Debtors' Plan provides for an asbestos trust to be established
and funded with cash to pay present and future asbestos-related
claims.  The trust will be funded by secured notes, issued by the
Debtors and their ultimate parent, RPM International Inc.
("International"), and the amounts and terms of the notes will,
with one exception, be determined by the final outcome or
settlement of the litigation that will determine the asbestos
claimants' rights in the chapter 11 cases.  The one exception is
that the notes will provide for an aggregate initial nonrefundable
payment of $125 million to the asbestos trust irrespective of the
outcome of any litigation.  In short, the Debtors and
International have committed to pay to asbestos claimants the
maximum amount to which they are entitled based on the applicable
judgments or rulings in the litigation that will determine the
extent of the claimants' rights in the chapter 11 cases, and to
make comparable payments to other similarly situated creditors.

Representatives of the current and future asbestos claimants
have contended that the combined liability of both Debtors exceeds
$1 billion and is as much as approximately $1.3 billion; the
Debtors believe their collective liability approximates $125
million.  The Bankruptcy Court convened a hearing on an estimation
of the asbestos claims against both Debtors and determined that an
appropriate estimate of their collective liability was $1.166
billion.  The Debtors and International believe that the court's
ruling is in error and have appealed that ruling.  The appeals of
the Debtors and International remain pending at the current time.
The representatives of the asbestos claimants have also contended
that the Debtors' estates hold substantial claims against
International and other parties.  In that regard, the
representatives have asserted that the SPHC estate has claims
against International and other parties that may amount to $1.2
billion.

The Debtors believe the alleged SPHC estate claims are weak, and
International contends that the claims are meritless and has
stated that it will vigorously contest them. The Bankruptcy Court
recently granted the representatives of the asbestos claimants
authority to commence the litigation and it is anticipated that
the representatives will shortly file a complaint initiating a
lawsuit against International and other parties.

According to the Debtors, the Plan treats other creditors
equitably by providing compensation for them that is equivalent to
the compensation to be received by asbestos claimants.

Attorneys of the Debtors can be reached at:

         Daniel J. DeFranceschi, Esq.
         Paul N. Heath, Esq.
         Zachary I. Shapiro, Esq.
         RICHARDS, LAYTON & FINGER
         One Rodney Square
         920 North King Street
         Wilmington, DE 19801
         Telephone: (302) 651-7700

              - and -

         Gregory M. Gordon, Esq.
         Dan B. Prieto, Esq.
         Paul M. Green, Esq.
         JONES DAY
         2727 N. Harwood Street
         Dallas, TX 75201
         Telephone: (214) 220-3939

                           Rival Plan

As reported in the Oct. 25, 2013 edition of the TCR, the Official
Committee of Asbestos Personal Injury Claimants and the
Future Claimants' Representative have proposed a Chapter 11 plan
for SPHC.  The Third Amended Plan, filed Oct. 15, 2013, provides
that: (i) SPHC will be separated from non-Debtor direct or
indirect parent Bondex International; (ii) Reorganized SPHC will
be managed and/or sold for the benefit of holders of all Claims
that are not paid in Cash, subordinated, cancelled or otherwise
treated pursuant to the Plan; (iii) all of SPHC's causes of action
will survive; (iv) Asbestos PI Trust Claims against SPHC will be
channeled to an Asbestos PI Trust; and (v) current SPHC equity
interests will be cancelled, annulled, and extinguished.

RPM says the Rival Plan is patently unconfirmable because, among
other things:

   -- It does not satisfy the Bankruptcy Code's requirements for
specifying the treatment of each class of impaired claims.

   -- It violates the Code's requirement that only substantially
similar claims may be placed in the same class by putting claims
against Bondex and other entities that are merely alleged
liabilities of SPHC in the same class with the actual asbestos
liabilities of SPHC.

   -- It discriminates unfairly by providing nothing whatsoever to
International on account of its equity interest in SPHC while
using that equity interest to pay claims against Bondex and other
entities that are merely alleged liabilities of SPHC, rather than
allowed claims against SPHC.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


STONE CANYON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Stone Canyon Golf, LLC
        12475 N Rancho Vistoso Blvd, Suite 155
        Oro Valley, AZ 85755

Case No.: 13-20334

Chapter 11 Petition Date: November 24, 2013

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

Judge: Hon. Eileen W. Hollowell

Debtor's Counsel: Frederick J. Petersen, Esq.
                  MESCH, CLARK & ROTHSCHILD, P.C.
                  259 N. Meyer Avenue
                  Tucson, AZ 85701
                  Tel: 520-624-8886
                  Fax: 520-798-1037
                  Email: ecfbk@mcrazlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Susan Lea Clifton, as Trustee of the
Robert A. Hansen Family Trust, managing member of Hansen Stone
Golf, L.L.C, a managing member of Stone Canyon Golf, L.L.C.

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


SUDBURY MILL: Moody's Rates $18MM Class E Notes 'Ba3(sf)'
---------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes and loans to be issued by
Sudbury Mill CLO Ltd.:

U.S. $2,600,000 Class X Senior Floating Rate Notes due 2026 (the
"Class X Notes"), Assigned (P)Aaa (sf)

U.S. $200,000,000 Class A-1 Senior Floating Rate Notes due 2026
(the "Class A-1 Notes"), Assigned (P)Aaa (sf)

U.S. $50,000,000 Class A-2 Senior Loans due 2026 (the "Class A-2
Loans"), Assigned (P)Aaa (sf)

Up to U.S. $50,000,000 Class A-2 Senior Floating Rate Notes due
2026 (the "Class A-2 Notes"), Assigned (P)Aaa (sf)

U.S. $38,000,000 Class B-1 Senior Floating Rate Notes due 2026
(the "Class B-1 Notes"), Assigned (P)Aa2 (sf)

U.S. $15,000,000 Class B-2 Senior Fixed Rate Notes due 2026 (the
"Class B-2 Notes"), Assigned (P)Aa2 (sf)

U.S. $24,500,000 Class C Deferrable Mezzanine Floating Rate Notes
due 2026 (the "Class C Notes"), Assigned (P)A2 (sf)

U.S. $25,000,000 Class D Deferrable Mezzanine Floating Rate Notes
due 2026 (the "Class D Notes"), Assigned (P)Baa3 (sf)

U.S. $18,000,000 Class E Deferrable Mezzanine Floating Rate Notes
due 2026 (the "Class E Notes"), Assigned (P)Ba3 (sf)

The Class A-2 Loans and the Class A-2 Notes are together referred
to as the "Class A-2 Debt." At closing, the Class A-2 Notes will
have a zero principal balance. The aggregate outstanding amount of
the Class A-2 Notes may be increased to U.S. $50,000,000 upon a
conversion of the Class A-2 Loans.

Moody's issues provisional ratings in advance of the final sale of
financial instruments, but these ratings only represent Moody's
preliminary credit opinions. Upon a conclusive review of a
transaction and associated documentation, Moody's will endeavor to
assign definitive ratings. A definitive rating (if any) may differ
from a provisional rating.

Ratings Rationale:

Moody's provisional ratings of the notes address the expected
losses posed to noteholders. The provisional ratings reflect the
risks due to defaults on the underlying portfolio of loans, the
transaction's legal structure, and the characteristics of the
underlying assets.

Sudbury Mill CLO is a managed cash flow CLO. The issued notes and
loans will be collateralized primarily by broadly syndicated
senior secured corporate loans. At least 90% of the portfolio must
be invested in first-lien senior secured loans and eligible
investments, and up to 10% of the portfolio may consist of second-
lien loans, unsecured loans and bonds. The underlying collateral
pool is expected to be at least 70% ramped as of the closing date.

Shenkman Capital Management, Inc. (the "Manager") will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four year
reinvestment period. Thereafter, purchases are permitted using
principal proceeds from unscheduled principal payments and
proceeds from sales of credit risk assets, and are subject to
certain restrictions.

In addition to the notes and loans rated by Moody's, the Issuer
will issue subordinated notes. The Class A-2 will be issued in a
loans form and may be converted to notes form in accordance with
the CLO indenture and the Class A-2 loan agreement. The
transaction incorporates interest and par coverage tests which, if
triggered, divert interest and principal proceeds to pay down the
notes sequentially.


TLO LLC: Court Approves TransUnion's Bid to Acquire Business
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
approved TransUnion Holding Co. Inc.'s bid to acquire TLO, a
provider of risk-mitigation services.

Under the terms of the offer selected Friday by the court as the
winning bid, TransUnion will purchase TLO for $154 million in
cash.  The transaction, which is expected to close by the end of
2013, will not materially affect TransUnion's financial results
for 2013.

Friday's decision marks the end of a court-managed sale process
that included a motion filed by TransUnion in October to become
the so-called stalking horse bidder for TLO, according to a pres
release by TransUnion.

"TransUnion and TLO will be a powerful combination. TLO's
capabilities are highly complementary to our own," said Jim Peck,
TransUnion's president and CEO.  "Coupled with TransUnion's
sophisticated technology, high powered analytics and robust data,
we are well positioned to help a variety of organizations and
businesses make better decisions, faster."

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
recounts that TLO filed a proposed liquidating Chapter 11 plan at
the end of October. The plan will distribute assets according to
priorities in bankruptcy law, with unsecured creditors receiving
leftovers after secured creditors and those with priorities are
paid in full. TLO's stockholders will receive a dividend if
creditors are fully paid.

The assets for distribution will be composed mostly of sale
proceeds and recoveries from a $40 million policy on the life of
the company's founder, Hank Asher, who died early this year,
before bankruptcy.

A hearing for approval of disclosure material explaining the plan
comes up for hearing on Dec. 4 in U.S. Bankruptcy Court in West
Palm Beach, Florida.  Once the disclosure statement is approved,
creditors can vote on the plan.

                         Sale Hearing Delay

TLO, LLC, successfully overcame a bid by Tracers Information
Specialists, Inc., to delay the auction and sale.

The Debtor pointed out that the asset purchase agreement requires
the entry of final, non-appealable order within a very short time
frame as a precondition to closing, and that a delay of the
auction and sale will prevent the Debtor from satisfying this
closing condition.

Equally significant, according to the Debtor, is that if the
auction and sale do not proceed as scheduled, the Debtor and its
creditors face a risk of significant and irreparable harm because
the Debtor has insufficient cash with which to fund ongoing
operations.  Tracers' supposed interest in any of the assets sold
can simply attach to the proceeds of the sale.  "To the extent
that Tracers really contends that TLO has no interest in the data
that Tracers itself transferred to TLO long ago, such that TLO
cannot sell that data "free and clear" of Tracers' supposed
retained interest in that data, the Court can try that issue on
November 21 [the trial date set for the "Tracers Adversary"],
before the sale hearing, as Tracers itself suggested," according
to the Debtor.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TLO LLC: Disclosure Statement Hearing Reset to Dec. 4
-----------------------------------------------------
Tue hearing to consider the approval of the disclosure statement
describing TLO LLC's Plan of Liquidation has been rescheduled to
Dec. 4, 2013, at 1:30 p.m.  Objections, if any, to the approval of
the Disclosure Statement must be filed on or before Nov. 27, 2013.

As reported in the TCR on Nov. 8, 2013, the Plan proposes to pay
holders of allowed claims and interests from the proceeds derived
from the sale of the Debtor's assets, the recoveries from
litigation involving or related to the life insurance policy of
the Debtor's founder, Hank Asher, and certain other litigation
claims as described in the Plan.

A copy of the disclosure statement explaining the terms of the
Plan is available for free at:

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

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TRANSWITCH CORP: Liquidating Under Chapter 7
--------------------------------------------
TranSwitch Corp. filed for Chapter 7 protection (Bankr. D. Conn.
Case No. 13-51829), BankruptcyData reported.  The Company is
represented by Stephen B. Selbst of Herrick, Feinstein.

Shelton, Connecticut-based TranSwith (NASDAQ: TXCC) provides
innovative integrated circuit and intellectual property solutions
that deliver core functionality for video, voice, and data
communications equipment for the customer premises and network
infrastructure markets.


UPH HOLDINGS: Panel Joins in Debtors & Hercules Enforcement Motion
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of UPH Holdings,
Inc., et al., joins the Joint Motion of the Debtors and creditor
Hercules Technology II, L.P., to (i) enforce the Asset Purchase
Agreement between Debtors and TNCI Operating Company LLC, (ii)
enforce Escrow Agreement, (iii) direct that Escrow Agent be
directed to distribute interim closing proceeds from the Escrow
Amount to Hercules Technology II, L.P., and (iv) for related
relief, filed Oct. 25, 2013.

According to papers filed with the Court, the Committee agrees
with the Movants that the Escrow Agent should be directed to
release sale proceeds to Hercules at Interim and Final Closings,
notwithstanding the pendency of TNCI's Working Capital Dispute.

"As discussed in the Enforcement Motion, the Debtors' unsecured
creditors are the parties who will be harmed in the amount of
$1,106.00 per day if TNCI's attempt to delay payment to Hercules
is successful.

"There is simply no reason to impose this cost and burden on the
Debtors' unsecured creditors.  TNCI will not be harmed if sale
proceeds are released to Hercules as scheduled under the APA.  If
the estates are not able to pay any Working Capital Shortfall the
Court ultimately may find, Hercules is more than capable of
satisfying any such obligation.  In the absence of any nonpayment
risk, the Court should not allow TNCI to sideline the paydown of
Hercules's secured claim while its speculative Working Capital
Dispute is litigated.

"As a result, the Committee fully supports the Movants' request
that the Court direct the payment of sale proceeds to Hercules at
the Interim and Final Closings."

As reported in the TCR on Aug. 7, 2013, the U.S. Bankruptcy Court
for the Western District of Texas authorized the Debtors to sell
substantially all of its assets to TNCI Operating Company, LLC,
pursuant to an asset purchase agreement dated July 3, 2013, and
pay the net proceeds of sale to Hercules Technology II, L.P.

About UPH Holdings

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-10570) on March 28,
2013.  Judge Tony M. Davis oversees the case.  Jennifer Francine
Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson Walker,
L.L.P., serve as the Debtors' counsel.  Q Advisors, LLC serves as
financial advisors.  UPH Holdings disclosed $26,917,341 in assets
and $19,705,805 in liabilities as of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.

The Committee tapped Kelley Drye & Warren LLP as its counsel, and
QSI Consulting, Inc. as its financial advisor.


VANTAGE SPECIALTIES: Moody's Reiterates 'B2' Rating on Term Loan
----------------------------------------------------------------
Moody's Investors Service reiterated the B2 rating on Vantage
Specialties, Inc. Senior Secured Term Loan B due 2018. The company
is adding $75 million to the term loan to pay a special dividend
to The Jordan Company, the private equity owner. Vantage's secured
term loan facility previously totaled $240 million; the increase
brings the long term debt total to $315 million.

Vantage Specialties Chemicals, Inc. (VSC), based in Chicago,
Illinois, is a privately-held by affiliate of The Jordan Company
and certain members of VSC's management team, and is the holding
company of Vantage Specialties, Inc. (Vantage). Vantage is a
leading, vertically integrated, specialty chemicals company
focused on naturally derived ingredients from renewable and
sustainable feedstocks specifically the manufacturer of
oleochemicals and specialty derivative chemicals. Vantage converts
animal and vegetable based raw materials into widely used products
in a range of specialized applications. The company runs its
operations through two main complementary business segments:
oleochemicals and specialty derivatives. Revenues for the LTM
ending September 30, 2013 were $549 million.


VELOCITY EXPRESS: Court Dismisses Chapter 11 Case
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
dismissed VEC Liquidating Corporation, et al.'s Chapter 11 cases.

The Debtors' claims and noticing agent, Kurtzman Carson
Consultants, LLC, is relieved of its responsibilities as the
Debtors' claims and noticing agent.

As reported in the TCR on Nov. 15, 2013, the Debtors in seeking
the dismissal, explained: "When the Sale and the Sale Settlement
Agreement were entered into, the Debtors believed they would be
able to satisfy, through funds from the Sale and the Sale
Settlement Agreement as well as retained causes of action and
other assets, the administrative expense claims for the remainder
of the Chapter 11 Cases as well as priority unsecured claims in
order to allow the Debtors to confirm a plan of liquidation.
However, since the closing of the Sale, the actual proceeds
received by the Debtors from, for example, the Canadian Cash Flow
and retained causes of action, failed to meet the amounts required
to satisfy the Debtors' priority unsecured claims.

"Indeed, the Debtors have determined that their remaining assets
will not be sufficient to pay any distribution at all to priority
unsecured claims, so a plan is impossible.  However, United States
Trustee fees have been paid in full, non-disputed administrative
claims have also been paid in full, and negotiated resolutions
have even been reached with substantially all disputed
administrative claims.  However, the estates do not have
sufficient funds to pay retained professionals in full.  There is
certainly no cash to pay lower priority claims."

In summary, the Debtors said it is plain that cause exists for the
dismissal of their Chapter 11 cases.

"The Debtors have terminated their business operations and
liquidated or disposed of all of their assets through these cases.
Thus, obviously there is no reasonable likelihood of their
rehabilitation.  Moreover, the Debtors are unable to effectuate a
Chapter 11 plan of liquidation, as there are insufficient funds
available for distribution to any, let alone all priority
unsecured creditors, and no remaining assets to be liquidated or
recovered for the benefit of their estates.

"Furthermore, because they have no remaining assets to liquidate,
the Debtors submit that converting their Chapter 11 cases to cases
under Chapter 7 of the Bankruptcy Code would only create
unnecessary administrative expenses, with no meaningful prospect
of recoveries, and is therefore unwarranted.  Dismissing their
Chapter 11 Cases, on the other hand, will eliminate the accrual of
any administrative expense obligations and bring closure to these
cases in a timely and efficient manner.  In short, there is no
remaining purpose to be served by having the debtors remain in a
bankruptcy case under any chapter.  Accordingly, the Debtors
submit that sufficient cause exists to dismiss their Chapter 11
Cases, and that doing so is in the best interests of their estates
and creditors."

                       About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- operated a
nationwide network of regional ground delivery services.  Together
with 12 affiliates, Velocity filed for Chapter 11 protection
(Bankr. D. Del. Case No. 09-13294) on Sept. 24, 2009.  The Company
disclosed assets of $94.1 million and debt of $120.6 million as of
Sept. 1, 2009.

Velocity subsequently changed its name to VEC Liquidating
Corporation following the sale of its assets to ComVest Velocity
Acquisition I, LLC.  The buyer is represented in the case by
Kenneth G. Alberstadt, Esq., at Akerman Senterfitt LLP in New
York.  DIP Lender Burdale is represented in the case by Jonathan
M. Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken,
Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in
Chicago.


VERTIS HOLDINGS: Exclusive Periods Extension Approved
-----------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Vertis Holdings' fourth motion to extend the exclusive period
during which the Company can file a plan and solicit acceptances
thereof through and including January 6, 2014 and April 7, 2014,
respectively.

As previously reported, "Granting the Debtors an additional 90-day
extension of the Exclusive Periods will not harm or prejudice the
Debtors' creditors or other parties in interest. To the contrary,
extension of the Exclusive Periods will benefit creditors and
other parties in interest by allowing the Debtors to continue to
resolve the remaining pending matters in their chapter 11 cases
and effectuate the most efficient and cost-effective mechanism for
the wind-down of the Debtor' estates....Termination of the
Exclusive Periods, on the other hand, could give rise to the risk
of multiple plans being filed to the overall disruption of these
cases and detriment of creditors -- the Debtors believe that such
an outcome at this stage would run counter to the best interests
of the Debtors and all parties in interest....In addition, the
Debtors have complied with their obligations under the
Supplemental Cash Collateral Order, which has provided the Debtors
with liquidity following the closing of the sale to Quad. With the
closing of the sale to quad, the Debtors have ceased conducting
all material business operations, aside from providing certain
transition services to Quad that are largely funded by Quad under
the Transition Services Agreement. Therefore, the Debtors do not
expect significant unanticipated administrative costs as they move
further into the wind-down phase of these chapter 11 cases, and
generally intend to continue to pay their postpetition bills,
including, without limitation, all require fees due to the Office
of the United States Trustee under 28 U.S.C. Section 1930, as they
become due."

                      About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VISANT HOLDING: Moody's Affirms 'B3' CFR Over Acquisition Deal
--------------------------------------------------------------
Moody's Investors Service affirmed Visant Holding Corp. B3
Corporate Family Rating (CFR) in connection with the company's
announcement that it agreed to buy American Achievement
Corporation for $486 million. Moody's also affirmed Visant's debt
ratings and downgraded its speculative grade liquidity rating to
SGL-3 from SGL-2 principally due to tight covenant cushion over
the next year. The rating outlook is stable.

"The acquisition of American Achievement is positive for Visant
because it will decrease its leverage, reduce its costs and
improve its earnings and cash flow," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service. The combined company
will be better able to leverage its costs. The acquisition will
increase Visant's revenue by almost 25% to $1.4 billion. It will
also expand its presence in the southern United States, an
attractive market because of its outsized proportion of high
school and college students compared to the rest of the US.
Visant's increased scale and cash flow will also give it
additional flexibility to invest in different growth platforms,
such as its fragrance and cosmetic sampling business.

Visant plans to finance the acquisition with additional secured
term loan and unsecured borrowings, totaling up to $310 million,
in addition to cash on hand and revolver borrowings. Visant will
acquire all of the equity interests in American Achievement, whose
approximate $385 million of debt will be repaid. The transaction
is subject to regulatory review.

The ratings on Visant's senior secured credit facility and
unsecured notes are unlikely to change if the transaction is
financed under its current terms, but loss given default
assessments are subject to change based on the revised debt mix.

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-2 principally reflects Moody's expectation of diminishing
cushion under the leverage covenant over the next year due in part
to sizable covenant step downs. "While the acquisition will
modestly improve the covenant cushion because a portion of the
allowable synergies, as defined in the credit agreement, can be
immediately included in EBITDA calculation, Moody's thinks
covenants will remain under pressure," noted Cassidy. The
liquidity rating also reflects the company's need to refinance a
substantial amount of debt in the next couple of years

Ratings affirmed:

Visant Holding Corp.

Corporate Family Rating at B3;

Probability of Default Rating at B3-PD;

Visant Corporation

$175 million revolving credit facility due December 2015 at B1
(LGD 2, 29%);

$1,250 million senior secured term loan due December 2016 at B1
(LGD 2, 29%);

$750 million senior unsecured notes due October 2017 at Caa2 (LGD
5, 84% from 83%);

Rating downgraded:

Visant Holding Corp.

Speculative-grade liquidity rating to SGL 3 from SGL 2

Rating Rationale:

Visant's B3 Corporate Family Rating (CFR) reflects it high 7.5
times debt-to-EBITDA leverage and revenue pressure from the slow
erosion of demand for school affinity products. The company's good
market position in its Scholastic and Memory Book segments and
cost vigilance support a strong margin and adequate cash flow,
which Visant is utilizing to invest in areas such as its sampling
business that are experiencing growth. The proposed acquisition of
American Achievement will strengthen the company's market position
in memory books and class rings, provide cost synergies, and help
bolster the company's free cash flow. Moody's expects that the
American Achievement acquisition and debt reduction funded from
cash flow will result in leverage declining to a 6 times range in
2015.

The stable rating outlook reflects Moody's view that debt
reduction and the acquisition and related cost synergies will
reduce debt-to-EBITDA to a 6 times range in 2015 and that the
company will generate comfortably positive cash flow. Moody's
expects cost cutting initiatives and the growth in the
international fragrance and cosmetic sampling business will
partially offset EBITDA and cash flow erosion in the memory book
business.

A downgrade could occur if a larger than expected earnings decline
results in leverage staying high for a prolonged period and lower
cash flow. Key credit metrics driving a potential downgrade would
be debt/EBITDA sustained over 7 times or if operating margins fall
to the low teens. Failure to refinance the upcoming debt
maturities well ahead of schedule would likely cause a liquidity
rating downgrade and possibly a downgrade in the CFR as well.

Despite the expected positive effects from the proposed
acquisition of American Achievement, an upgrade is unlikely in the
near term given the still relatively high leverage (expected to
remain above 6 times through 2014) and declining revenue and
earnings trends. Over the longer term, the ratings could be
upgraded if debt/EBITDA is sustained under 5.5 times, revenue
stabilizes, earnings and cash flow improve and the company
refinances its upcoming debt maturities.

Visant, headquartered in Armonk, New York, is a leading marketing
and publishing services enterprise, services school affinity,
direct marketing, fragrance and cosmetics sampling and educational
publishing markets. The company has 3 segments: Scholastic (mostly
class rings and other graduation products), Memory Book (mostly
school yearbooks) and Marketing and Publishing Services (mostly
magazine inserts and other innovative direct marketing products).
The company reported revenue of approximately $1.1 billion for the
last twelve months ended September 29, 2013. Visant's financial
sponsors include affiliates of Kohlberg Kravis Roberts & Co. L.P.
("KKR") and DLJ Merchant Banking Partners III, L.P.

American Achievement Corporation, headquartered in Austin, Texas,
is a leading provider of education and special moment affinity
products and services. The company holds a strong market position
in each of its product segments -- yearbooks, class rings, and
graduation products. American Achievement's financial sponsors are
Fenway Partners, LLC. Revenue for the year ended August 31, 2013
approximated $270 million.


VISANT HOLDING: S&P Puts 'B' CCR on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Visant Holding Corp., along with all issue-level ratings
on its debt, on CreditWatch with negative implications.

The CreditWatch placement is based on Visant's announcement that
it entered into an agreement to acquire American Achievement for
$486 million in a predominantly debt-financed transaction.  Visant
currently has approximately $1.9 billion in debt outstanding.
Visant estimates that it will be able to realize $35 million to
$40 million of operational synergies within the first 18 months of
the transaction close.  As of Sept. 30, 2013, pro forma for this
acquisition, total lease-adjusted leverage (excluding synergies)
remains extremely high, at approximately 7.7x.

S&P believes the acquisition will strengthen Visant's competitive
position in the school affinity market.  Additionally, if
synergies are realized as expected, the EBITDA margin should
improve from current levels in the low-20% area.  Still, leverage
remains very high and the long-term sustainability of the capital
structure is unclear, particularly in light of the absence of
organic revenue growth.  The acquisition is subject to regulatory
review.

Standard & Poor's has reviewed its ratings on Visant, which it
labeled as "under criteria observation" (UCO) after the publishing
of its revised Corporate criteria on Nov. 19.  Standard & Poor's
expedited the review of its ratings on Visant because of the
company's agreement to acquire competitor American Achievement.
With S&P's criteria review of the company complete, it has
confirmed that its ratings on this issuer are unaffected by the
criteria changes.

For the complete recovery analysis, see the recovery report on
Visant, to be published as soon as possible on RatingsDirect.

S&P will resolve the CreditWatch listing following its review of
the financial impact of the transaction on the company's financial
risk profile.  S&P will meet with management to discuss their
integration plans as well as their long-term financial policies,
specifically regarding debt reduction.  Upon completion of S&P's
review, the ratings could remain unchanged or it could lower
ratings by one notch.


WALKER LAND: Seeks to Use Cash Collateral to Operate
----------------------------------------------------
Walker Land & Cattle, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Idaho to use cash collateral
to pay its general operating expenses from Nov. 15, 2013, to
Dec. 18, 2013.

Without permission to use cash collateral pending presentation and
confirmation of a Chapter 11 plan of reorganization, the Debtor
will be unable to reorganize.

As adequate protection, the Debtor is willing to give adequate
protection by granting a revolving postpetition adequate
protection lien in postpetition receivables, to the same extent,
value and priority as existed as of the Petition Date, to the
extent of cash collateral actually used, and to the extent that
the respective real properties do not have a sufficient equity
cushion to adequately protect the prepetition secured creditors.

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on Nov.
15, 2013.  The case is assigned to Judge Jim D. Pappas.

The Debtor estimated assets and liabilities ranging from $50
million to $100 million.  The petition was signed by Roland N.
(Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.


WESCO DISTRIBUTION: Moody's Rates New $400MM Unsecured Notes at B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to WESCO
Distribution, Inc.'s proposed $400 million senior unsecured notes
due 2021. In addition, Moody's upgraded WESCO International,
Inc.'s (parent of WESCO Distribution, Inc.) Speculative Grade
Liquidity ("SGL") rating to SGL-1 from SGL-2 and affirmed the
company's Ba3 Corporate Family Rating ("CFR") and Ba3-PD
Probability of Default Rating ("PDR"). As part of this rating
action, Moody's also affirmed the Ba3 ratings for the company's
senior secured term loans. The ratings outlook remains stable

Proceeds from the senior notes offering will be used to repay a
commensurate amount under the US dollar denominated sub-facility
of the company's senior secured term loan, resulting in a leverage
neutral transaction. The ratings are subject to Moody's receipt
and review of final documentation.

"The proposed issuance of $400 million of senior notes will reduce
WESCO's interest rate sensitivity by providing an improved balance
of fixed to floating rate debt and extend its debt maturity
profile" commented Harman Saggu, Moody's Analyst.

The affirmation of the Ba3 CFR acknowledges the proposed leverage
neutral notes offering and the recent improvement in WESCO's
credit metrics from elevated leverage levels arising from the debt
funded December 2012 acquisition of EECOL Electric Corporation
("EECOL"). Post the EECOL transaction, the company utilized free
cash flow to reduce funded debt, such that pro forma leverage (on
a Moody's adjusted basis) declined from about 4.1 times (as of
December 31, 2012) to about 3.7 times as of September 30, 2013.

The upgrade of the Speculative Grade Liquidity rating to SGL-1
from SGL-2 primarily reflects increased availability under the
company's $600 million revolving credit facility due to the
substantial repayment of outstanding balances during the first
nine months of 2013. In December 2012, WESCO utilized borrowings
under the revolving credit facility to partially fund its
acquisition of EECOL. The upgrade of the SGL rating also reflects
Moody's expectation that the company will continue to maintain
significant cash balances and generate solid free cash flow over
the next 12 months.

The following summarizes the rating activity.

Ratings assigned:

WESCO Distribution, Inc.

Proposed $400 million Senior Unsecured Notes due 2021 at B1 (LGD4,
64%)

Ratings upgraded:

WESCO International, Inc.

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

Ratings affirmed:

WESCO International, Inc.

Corporate family rating at Ba3

Probability of default rating at Ba3-PD

Ratings affirmed and LGD point estimates adjusted:

WESCO Distribution, Inc.

$700 million senior secured term loan due 2019 to Ba3 (LGD3, 42%)
from Ba3 (LGD4, 50%)

WDCC Enterprises, Inc.

CAD$150 million secured term loan due 2019 to Ba3 (LGD3, 42%) from
Ba3 (LGD4, 50%)

The ratings outlook is stable.

Ratings Rationale:

WESCO's Ba3 Corporate Family Rating is supported by its moderate
pro forma leverage of about 3.7 times (including Moody's standard
adjustments and full year estimates for EECOL's EBITDA), good pro
forma coverage with EBITDA less capex to interest of about 4.8
times, and a consistently solid free cash flow generation profile.
The rating is also supported by WESCO's business position as one
of the few players of scale in the highly fragmented U.S.
electrical distribution industry, a substantial revenue base,
extensive product breadth, and good customer diversity.
Furthermore, the Ba3 rating incorporates WESCO's demonstrated
ability and willingness to direct excess cash flows towards de-
leveraging the business following material acquisition activity.
The Ba3 rating also considers WESCO's inherently thin operating
margins as a distributor, the cyclicality of its business, limited
global diversification, and the potential for increased
acquisition activity given recent weak revenue trends and the
outlook for sluggish economic growth in the United States.

The B1 rating for the proposed $400 million senior notes due 2021
reflects the overall probability of default for WESCO, reflected
in the Ba3-PD Probability of Default Rating, and a loss given
default assessment of LGD4. The B1 rating of the proposed senior
notes also reflect its effective subordination to the existing
secured term loans and the secured revolving credit facility. The
borrower under the notes is WESCO Distribution, Inc., and the
notes are guaranteed on a senior unsecured basis by WESCO
International, Inc. The notes are not guaranteed by any of the
borrower's or WESCO International's subsidiaries.

The Ba3 ratings of the secured term loans reflect a one notch
downward over-ride from Moody's Loss Given Default ("LGD") model
implied rating. The over-ride reflects the fact that the Accounts
Receivable Securitization ("ARS") facility due September 2016,
which is not included in Moody's Loss Given Default waterfall, has
a first lien pledge on a substantial portion of the company's
accounts receivables.

The stable outlook reflects Moody's expectation that WESCO will
continue to grow its revenue and earnings through a combination of
modest economic growth in the United States and increased
acquisition activity. The outlook also reflects Moody's
expectation that WESCO will continue to successfully manage
EECOL's integration and reduce leverage through application of
excess cash flows towards debt reduction.

The ratings could be upgraded if WESCO successfully integrates
EECOL, grows revenues and profitability such that debt to EBITDA
is expected to be sustained near 3.0 times and EBITDA less capex
to interest expense at over 5.0 times while maintaining strong
levels of free cash flow through business cycles. A ratings
upgrade would also require that WESCO maintain a conservative
financial policy with respect to shareholder enhancement
activities and debt financed acquisitions.

The ratings could be downgraded if financial policy becomes more
aggressive and/or an economic downturn leads to a contraction in
profitability and operating margins such that debt to EBITDA
approaches 5.0 times. The ratings could also be downgraded if the
company's free cash flow profile experiences a sustained and
material deterioration.

WESCO International, Inc. is one of the leading providers of
electrical construction products and electrical, industrial, and
communications maintenance, repair and operating supplies ("MRO")
in North America. The company reported sales of $7.3 billion for
the twelve months ended September 30, 2013.


WEST AIRPORT: WAP Objects to Continued Use of Cash Collateral
-------------------------------------------------------------
WAP Holdings, LLC, as assignee to First-Citizens Bank & Trust
Company, as the holder of a loan secured by a first priority lien
on substantially all of the assets of West Airport Palms Business
Park, LLC, asks the U.S. Bankruptcy Court for the Southern
District of Florida to prohibit the continued use of cash
collateral and to require the Debtor to file delinquent Debtor in
Possession monthly operating reports.

WAP Holdings relates that on Oct. 16, 2013, First-Citizens Bank &
Trust Company assigned its liens and claim against the Debtor to
it.

According to WAP, the Debtor has not filed a monthly report since
Aug. 30, 2013 (for the period July 2, 2013, until July 31, 2013).

WAP explains that without the monthly operating reports, the
creditors and the Court cannot determine whether the Debtor has
been operating in compliance with the budget or whether
there are funds over and above the amounts in the budget that have
been received and should be held for the benefit of or paid to
WAP.  Thus, WAP tells the Court that it does not consent to any
further use of its cash collateral.

              About West Airport Palms Business Park

Headquartered in Miami, Florida, West Airport Palms Business Park,
LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on
July 2, 2013.  Judge Robert A. Mark presides over the case.  James
Schwitalla, Esq., represents the Debtor as counsel.  In its
petition, the Debtor scheduled assets of $14,440,419 and
liabilities of $9,284,422.  The petition was signed by Alexander
Montero, managing member.

The U.S. Trustee said that an official committee has not been
appointed in the case.  The U.S. Trustee reserves the right to
appoint such a committee if interest developed among the
creditors.


WEST AIRPORT: Creditor Files Plan of Liquidation
------------------------------------------------
WAP Holdings, LLC, as assignee of First-Citizens Bank & Trust
Company and a secured creditor of West Airport Palms Business
Park, LLC, filed with the U.S. Bankruptcy Court for the Southern
District of Florida on Nov. 13, 2013, a proposed Chapter 11 Plan
of Liquidation for the Debtor and an explanatory disclosure
statement.

According to WAP Holdings, the Plan provides for the sale of all
right, title and interest of the Debtor's Property and all
personal property associated therewith, the distribution of
proceeds of such liquidation and the extinguishment of Allowed
Equity Interests in West Airport Palms as provided in the Plan.

On Sept. 13, 2013, First Citizens obtained a Summary Judgment of
Foreclosure against West Airport Palms, and other related parties,
in the case entitled First-Citizens Bank & Trust Company v. West
Airport Palms Business Park, LLC, et al., pending in the Circuit
Court for the 11th Judicial Circuit in and for Miami-Dade County,
Florida, case no. 10-39220 CA (22).  The Final Judgment has been
assigned to WAP Holdings.  The foreclosure sale of the Property
has been continued to Jan. 14, 2014.

"WAP Holdings has proposed this Plan in order to acquire title to
the Property free and clear of liens, pay Administrative Claims,
pay Allowed Priority Claims, Allowed Secured Tax Claims and make a
meaningful distribution to Laura Marquina and Aldo Farradaz, the
holders of the only Non-Insider General Unsecured Claims in this
case.  WAP Holdings does not intend to solicit the votes of
Insiders who allegedly asserts Claims against the Debtor.
Insiders are presumed to have rejected the Plan.  Notwithstanding,
WAP Holdings can achieve confirmation of the Plan through cramdown
as the Plan (a) provides a greater distribution to creditors than
would be achieved through a Chapter 7 liquidation, and (b) no
class of creditors or equity interests that is junior to the
Claims of Ms. Marquina and Mr. Farradaz will receive or retain any
property under the Plan."

Pursuant to the Plan terms, holders of Allowed Class 2 General
Unsecured Claims of Creditors who are not Insiders, other than the
WAP General Unsecured Claim, will receive all remaining Plan Cash,
following payment of the distributions to Administrative Claims,
Professional Fee Claims, U.S. Trustee's Fees, and Priority Tax
Claims.

Allowed Class 3 WAP General Unsecured Claims will be subordinate
to Class 2 and will receive any Plan Cash or the Proceeds of
Litigations Claims if, and only if, Class 2 has been paid in full.

Allowed Class 4 Insider General Unsecured Claims will receive
nothing under the Plan.  WAP Holdings does not intend to solicit
acceptances from Class 4.

All Class 6 Equity Interests will be extinguished on the Effective
Date of the Plan and will neither receive nor retain any property
under the Plan.

A copy of the Disclosure Statement in connection with WAP
Holdings' Plan of Liquidation for the Debtor is available for free
at http://bankrupt.com/misc/westairport.doc107.pdf

              About West Airport Palms Business Park

Headquartered in Miami, Florida, West Airport Palms Business Park,
LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on
July 2, 2013.  Judge Robert A. Mark presides over the case.  James
Schwitalla, Esq., represents the Debtor as counsel.  In its
petition, the Debtor scheduled assets of $14,440,419 and
liabilities of $9,284,422.  The petition was signed by Alexander
Montero, managing member.

The U.S. Trustee said that an official committee has not been
appointed in the case.  The U.S. Trustee reserves the right to
appoint such a committee if interest developed among the
creditors.


WISE METALS: Moody's Assigns B3 CFR & Caa1 Sec. Notes Rating
------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to Wise Metals Group
LLC. At the same time, Moody's assigned a Caa1 rating to the
proposed senior secured notes due in 2018 to be issued by Wise
Metals Group LLC and Wise Alloys Finance Corporation as co-
issuers. Wise Metals Group LLC and Wise Alloys Finance Corporation
will be jointly and severally liable for the notes. The notes will
be guaranteed by certain subsidiaries, excluding Wise Recycling
LLC and its subsidiaries. Proceeds will be used to repay existing
debt and redeem approximately $158 million in preferred, non-
convertible membership interests. The rating outlook is stable.

Assignments:

Issuer: Wise Metals Group LLC

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

Senior Secured Regular Bond/Debenture, Assigned Caa1, LGD4, 60%

Outlook Actions:

Issuer: Wise Metals Group LLC

Outlook, Stable

Ratings Rationale:

The B3 corporate family rating reflects Moody's view that Wise
will exhibit high debt balances relative to earnings and
consequently, weak debt protection metrics over the next 12 to 18
months. Moody's estimates that debt-to-EBITDA will range between
5.5x and 6x while EBIT-to-interest will be in the 1.4x to 1.7x
range. Debt protection metrics, while initially relatively weak,
should start to evidence meaningful improvement in the late 2014
to early 2015 timeframe after the company completes its near term
expansion CAPEX projects, and can redirect cash flow towards debt
repayment. Also factored into the rating is Moody's assumption
that operating cash flow will remain positive while earnings will
grow at a moderate pace over the medium term, driven by higher
production capacity from the current CAPEX investment and higher
shipment volumes that will be available to the company.

The rating also considers Wise's relatively modest size and
earnings base, concentration of sales in the North American can
sheet segment, slow recovery of demand for aluminum products and
secular decline in general aluminum beverage can consumption in
North America. Furthermore, while Wise's largely margin-on-metal
business model and the ability to pass through primary aluminum
and certain other costs provides some cushion to aluminum spot
price volatility, the company's performance is sensitive to volume
levels in order to cover fixed costs. At the same time, the rating
incorporates Wise's high leverage profile and weak credit metrics,
as well as heightened capital spending requirements which will
consume free cash flow in the near term.

Against these constraints, the rating considers Wise's good
position in the North American beverage can sheet market and,
specific to its customer base, sales that are supported by multi-
year contracts and carry the potential for volume and earnings
growth. The rating also incorporates Moody's expectation that the
company will continue to generate positive operating cash flow
going forward, which should enable Wise to cover working capital
and CAPEX requirements without significantly increasing debt
balances although working capital requirements are likely to
require use of the company's ABL revolving credit facility from
time to time.

Under Moody's loss given default methodology, the Caa1 rating on
the senior secured notes reflects the weaker security available to
this instrument relative to the company's asset-backed revolving
credit facilities (ABL) and priority accounts payables.

The stable outlook reflects Moody's expectation that Wise's
performance over the next 12 to 18 months, will not deteriorate
from its current run rate and that improvement will be evidenced
over time based upon its contract positions and growth CAPEX. The
outlook also anticipates that can sheet demand in the North
American markets will continue to only modestly decline and that
Wise will continue to be able to achieve some incremental volume
growth

The rating and/or outlook could be pressured should market
fundamentals deteriorate and the company experience sustained
volume and margin declines or should an improvement in credit
metrics take longer than originally expected. The rating would
also be pressured should the expected higher volume levels
resulting from increased capacity and new contract levels not
materialize. Quantitatively, ratings could be downgraded if debt-
to-EBITDA is likely to be sustained above 5.5 times, EBIT-to-
interest below 1.5 times, or if the company generates negative
free cash flow on a sustained basis. A significant contraction in
liquidity or availability under the ABL could also negatively
affect the rating or outlook.

An upgrade is unlikely at this time due Wise's highly leveraged
profile and modest earnings base. Over time, upward ratings
momentum could occur should the company achieve higher shipment
levels, improved margins and more robust earnings performance,
such that debt-to-EBITDA and EBIT-to-interest were to be sustained
below 4.5 times and above 2.0 times, respectively.

Headquartered in Muscle Shoals, Alabama, Wise Metals Group LLC
(Wise) is a holding company that owns a 100% stake in Wise Alloys
LLC, a producer of rolled aluminum products that supplies
primarily to the North American can sheet market and contributes
the great majority of the company's consolidated revenues, while
the remainder is comprised of sales to other sectors. Wise also
wholly-owns Listerhill Total Maintenance Center LLC, which
provides project and maintenance engineering services, Alabama
Electric Motor Services LLC, which sells and services electric
motors and Wise Recycling LLC (Wise Recycling), which collects,
processes and sells scrap metal. Consolidated revenues for the 12
months ending September 30, 2013 were approximately $1.4 billion.


WISE METALS: S&P Assigns 'B' CCR & Rates New $625MM Notes 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Muscle Shoals, Ala.-based Wise Metals
Group LLC.  The outlook is stable.

S&P also assigned its 'B-' issue-level rating (one notch lower
than the corporate credit rating) to Wise's proposed $625 million
senior secured notes co-issued by Wise Alloys Finance Corp.  The
recovery rating on the proposed notes is '5', indicating S&P's
expectation for modest (10% to 30%) recovery for lenders in the
event of payment default.

The notes are being sold pursuant to Rule 144A without
registration rights.  The company plans to use proceeds from the
proposed notes to repay existing debt, to redeem preferred equity,
and for transaction-related fees and expenses.

"The outlook is stable, reflecting our view that credit measures
should remain within our thresholds for the 'B' rating and highly
leveraged financial risk profile, with debt to EBITDA in excess of
6x in 2013 and 2014," said Standard & Poor's credit analyst Amanda
Buckland.  "The rating and outlook assume that Wise maintains
adequate liquidity to fund internal working capital needs and
capital spending."

S&P could lower the rating if the company's liquidity position
deteriorated such that it deemed it to be "less than adequate."
This could occur if Wise lost one of its top three customers or
experienced a significant outage at its sole manufacturing
facility, causing annual volumes sold to drop more than 40%,
effectively reducing ABL availability to nearly zero due to
shrinkage of assets to support the borrowing base combined with
lower cash flows.

S&P do not expect an upgrade in the next year because adjusted
debt to EBITDA is forecast to remain above 6x and due to Wise's
ownership by a financial sponsor.


WKI HOLDING: Moody's Corrects Text on Oct. 31 Release
-----------------------------------------------------
Moody's Investors Service made a correction to its Oct. 31, 2013
ratings release on WKI Holding Company, Inc. ("World Kitchen").
In the debt list, the expiration date of the $90 million senior
secured revolving credit facility was corrected to March 2018.

The Oct. 31 release noted these rating actions:

Issuer: WKI Holding Company, Inc.

-- Corporate Family Rating, affirmed at B2

-- Probability of Default Rating, affirmed at B2-PD

-- $90 million senior secured revolving credit facility expiring
   February 2018, affirmed at B1 (LGD3, 41%, from LGD3, 39%)

-- $252 million ($242 million outstanding) senior secured term
   loan due March 2019, affirmed at B1 (LGD3, 41%, from LGD3, 39%)


WOOTON GROUP: Simon Resnik Hayes Can Withdraw as General Counsel
----------------------------------------------------------------
Early this month, the U.S. Bankruptcy Court for the Central
District of California granted the motion of Simon Resnik Hayes
LLP and M. Jonathan Hayes, Esq., to withdraw as general counsel to
Wooton Group, LLC.

                        About Wooton Group

Beverly Hills, Calif.-based Wooton Group, LLC, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323)
in Los Angeles on June 19, 2012.  Judge Thomas B. Donovan oversees
the case.  M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and
Roksana D. Moradi, Esq., at Simon Resnik Hayes LLP, in Sherman
Oaks, Calif., represent the Debtor as counsel.  The petition was
signed by Mark Slotkin, managing member.  In its schedules, the
Debtor disclosed assets of $10,500,961 and debts of $7,227,376 as
of the petition date.


TLO LLC: Court Okays 4th Motion for Add'l DIP Loan of $1,000,000
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved on Nov. 4, 2014, TLO LLC's fourth emergency motion to
obtain post-petition financing of $1,000,000 from the Debtor's
current and co-chief Executive officers, Eliza Desiree Asher and
Caroline Asher, the daughters of the deceased founder of the
Debtor, Hank Asher.

The Debtor's principals -- Ms. Asher and Ms Yoost or their
Irrevocable Trusts -- have each agreed to loan an additional
$500,000 (up to a maximum of $1,000,000 in the aggregate) to the
Debtor, immediately, upon the same terms as the Initial DIP Loan
in the original amount of $2,000,000, the Second DIP Loan in the
original amount of $2,000,000 and the Third DIP Loan in the
original amount of $1,000,000.

A copy of the Order approving the Fourth DIP Loan is available at:

             http://bankrupt.com/misc/tlollc.doc453.pdf

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


WYLDFIRE ENERGY: Chapter 11 Trustee Files Liquidation Plan
----------------------------------------------------------
Michael A. McConnell, the duly-appointed Chapter 11 Trustee of the
bankruptcy estate of Wyldfire Energy, Inc., has submitted a
proposed Plan of Liquidation for the Debtor.

According to the explanatory disclosure statement, the Trustee has
collected approximately $500,000 for payment of administrative
expenses and creditor claims.  The estate's settlement with Cierra
Resources, Inc., and Leo Whelan and Wexco Resources, LLC, may
yield additional revenue.  Any additional funds for distribution
to creditors, including unsecured creditors, will be from the sale
of any remaining estate assets and any recovery on estate causes
of action, including avoidance actions, that the Plan
Administration Agent -- in his sole discretion -- elects to
pursue.

At this time, the Trustee does not forecast that there will be
sufficient funds on hand on the Effective Date to make any
distributions to unsecured creditors (Class 2).  Under the Plan,
all administrative claims and Secured Tax Claims (Class 1) will be
paid in full.  All stock and equity interests in the Debtor (Class
3) will be cancelled and extinguished.

                           Estate Assets

When it filed for bankruptcy, the Debtor owned producing and non-
producing oil and gas leasehold interests in the Eagle Ford Shale
in south Texas, additional interests in the Barnett Shale in north
Texas, and investment interests in oil and gas lease projects in
the Niobrara formation.

Some of the Debtor's interests were sold prior to appointment of
the Trustee.  Other interests lapsed due to non-production.

The Debtor's remaining mineral and leasehold interests in the
Eagle Ford Shale will be assigned to Carlton Scott "Bubba" Riggs
and Riggs Energy Group, Inc., pursuant to a settlement approved by
the Bankruptcy Court.

Remaining assets include mineral interests in Tarrant County,
cash, and a promissory note from Wexco Resources, Inc. in the
amount of $1,560,383.  Additional mineral interests may be
assigned by Cierra Resources pursuant to settlements approved by
the Bankruptcy Court.

                           Settlements

Mediation took place on Sept. 17 and 18, 2013, in San Antonio,
Texas, under the supervision of the Hon. Leif M. Clark (Retired)
as mediator.  Key parties, including Ms. Ford, and Mr. Riggs,
participated.  Settlement agreements were drafted and signed as a
result of the mediation.

The settlements resulted in the resolution of all controversies
and disputes between and among the settling parties, and
specifically provide for:

   i) mutual releases and dismissal of all litigation between the
Debtor, the Riggs Group, Robert J. Riley, and Leo Whelan and his
affiliated entities;

  ii) the withdrawal of claims of Mr. Riggs and Riggs Energy, Inc.
against the estate, including Claim No. 10 and Claim No. 11, both
in the amount of $54.4 million;

iii) promissory notes from Wexco and Mr. Riley;

  iv) transfer of the Debtor's Eagle Ford mineral interests to the
Riggs Group; and,

   v) in the event of a sale of certain mineral interests owned by
Cierra Resources by Nov. 1, 2013, the transfer of sale proceeds
and other assets from Cierra Resources to Wyldfire in satisfaction
of estate claims against Mrs. Ford and her companies and mutual
releases.

The settlements were approved by the Bankruptcy Court in
October 2013.

The Nov. 1 date has now passed without the occurrence of the
contemplated sale of assets by Cierra Resources.  The parties are
discussing a possible stipulation to extend the deadline and to
transfer those assets to other parties for purposes of sale.

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

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

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-70239) in Wichita Falls,
Texas, on June 20, 2012.  Tamara Ford, a 100% stockholder, signed
the Chapter 11 petition.  Ronald L. Yandell, Esq., represented the
Debtor.

Judge Harlin DeWayne Hale oversees the case.

At the behest of former associate Riggs Group, the Court ordered
the appointment of a Chapter 11 trustee in April 2013.  The
Chapter 11 trustee, Michael A. McConnell, has tapped as advisors
the law firm of Kelly Hart & Hallman LLP as his general counsel,
and Lain Faulkner & Co., P.C. as his accountants.

According to the Trustee, Wyldfire was no longer in a financial
position to acquire and sell oil and gas leases.  Wyldfire's
remaining business was limited to supervising a small team of
contract landmen.  The Trustee elected to terminate their
contracts and discontinue operations as of the end of April 2013.


ZAYO GROUP: Moody's Rates Proposed $150MM Term Loan Add-on 'B1'
---------------------------------------------------------------
Moody's Investors Service rated Zayo Group, LLC's proposed $150
million term loan add-on B1 (LGD3-41%). This transaction will
increase the size of the company's existing Term Loan B due 2019
to $1.75 billion from $1.6 billion. The proceeds from the term
loan add-on will be used for general corporate purposes.

Rating Rationale:

The higher debt load resulting from this transaction will
temporarily stress Zayo's leverage metrics beyond the limit of the
current B2 corporate family rating (CFR). Proforma for this
transaction, Zayo will have approximately $240 million of cash on
the balance sheet. Higher leverage will reduce Zayo's financial
flexibility and any use of proceeds that is not EBITDA accretive
will negatively impact the company's ratings.

Zayo's B2 corporate family rating reflects its high leverage, weak
free cash flow profile and the company's very aggressive financial
policy. Zayo's business model requires heavy capital investment
and is susceptible to customer churn, both of which pressure free
cash flows. And, in addition to increasing its credit risk, Zayo's
serial debt-financed acquisition activity has also led to poor
visibility into the company's organic growth and steady state cost
structure. These credit weaknesses are offset by Zayo's strong
revenue growth, stable base of contracted recurring revenues and
valuable fiber optic network assets. Following the acquisition of
AboveNet, the company has achieved meaningful margin expansion
which has resulted in lower leverage and modestly positive free
cash flow.

The stable outlook is based on Moody's view that Zayo will
continue to generate positive free cash flow and reduce leverage
while maintaining adequate liquidity.

Moody's could upgrade Zayo's ratings if adjusted leverage
approaches 4x and FCF/Debt is sustained above 10%. Upward rating
migration would also be contingent on management's commitment to
lower leverage and a less aggressive stance towards debt-financed
M&A.

Downward rating pressure could develop if liquidity becomes
strained or if capital intensity increases such that Zayo is
unable to generate sustainable positive free cash flow or if
leverage is not on track to fall towards 5.5x by year end 2014.
Debt-financed M&A that materially delays (i.e. by more than 2
fiscal quarters) the targeted leverage reduction or results in
sustained negative free cash flow would likely lead to a
downgrade.

Headquartered in Boulder, Colorado, Zayo Group is a provider of
bandwidth infrastructure and network-neutral interconnection
services with significant fiber network assets and national reach.
In July 2012, the company completes its biggest acquisition of
AboveNet for approximately $2.2 billion.


ZAYO GROUP: S&P Retains 'B' Rating Following $150MM Loan Add-On
---------------------------------------------------------------
Standard & Poor's Ratings Services ratings said its 'B' issue
rating and '4' recovery rating on Louisville, Colo.-based Zayo
Group LLC's term loan remain unchanged following the announced
$150 million add-on to the loan.  The '4' recovery rating
indicates S&P's expectation for average (30%-50%) recovery of
principal in the event of default.

Standard & Poor's has reviewed all its ratings on Zayo Group LLC,
which it labeled as "under criteria observation" (UCO) after the
publishing of its revised corporate criteria on Nov. 19, 2013.
Standard & Poor's expedited the review of its ratings on Zayo
because of the company's announced term loan add-on.  With S&P's
criteria review of Zayo complete, it has confirmed that its
ratings on this issuer are unaffected by the criteria changes.

S&P expects the company to use proceeds from the add-on to invest
in its fiber-optic network or data center portfolio.  S&P's base-
case expectation is that Zayo will continue to pursue debt-
financed acquisitions or capital investments that will keep
leverage in the 6x area longer term, including S&P's adjustments.

"We assess Zayo's financial risk profile as "highly leveraged",
reflecting our expectation that leverage will be in the 6x area by
the end of fiscal 2014, with funds from operations to debt in the
low-double-digit percentage area over the next fiscal year.  In
our view, Zayo's business has significant operating leverage and
thus the company could de-leverage significantly through EBITDA
growth.  However, additional debt financings for acquisitions or
capital expansion projects are also likely and could keep leverage
elevated, in our view," S&P said.

"We assess Zayo's business risk profile as "fair," incorporating
its high EBITDA margins but also the risks associated with rapid
expansion and the possibility of increasing competition in many
fiber markets, particularly the larger metro markets Zayo entered
through its acquisition of AboveNet.  However, we believe these
risks are tempered somewhat by continued market demand for
bandwidth that, in our view, will continue to exceed data
infrastructure supply growth over the next few years.  Zayo also
benefits from its recurring revenue business model with multiple-
year contracts and sizable contractual revenue backlog," S&P
added.

RATINGS LIST

Zayo Group LLC
Corporate Credit Rating            B/Stable/--
Senior Secured
$1.77 bil. term loan B due 2019    B
  Recovery Rating                   4


* Service Members Left Vulnerable to Payday Loans
-------------------------------------------------
Jessica Silver-Greenberg, writing for The New York Times'
DealBook, reported that Petty Officer First Class Vernaye Kelly
winces when roughly $350 is automatically deducted from her Navy
paycheck twice a month.

Month after month, the money goes to cover payments on loans with
annual interest rates of nearly 40 percent, the report said.  The
monthly scramble -- the scrimping, saving and going without -- is
a familiar one to her. More than a decade ago, she received her
first payday loan to pay for moving expenses while her husband, a
staff sergeant in the Marines, was deployed in Iraq.

Alarmed that payday lenders were preying on military members,
Congress in 2006 passed a law intended to shield servicemen and
women from the loans tied to a borrower's next paycheck, which
come with double-digit interest rates and can plunge customers
into debt. But the law failed to help Ms. Kelly, 30, this year,
the report related.

Nearly seven years since the Military Lending Act came into
effect, government authorities say the law has gaps that threaten
to leave hundreds of thousands of service members across the
country vulnerable to potentially predatory loans -- from credit
pitched by retailers to pay for electronics or furniture, to auto-
title loans to payday-style loans, the report said.  The law, the
authorities say, has not kept pace with high-interest lenders that
focus on servicemen and women, both online and near bases.

"Somebody has to start caring," said Ms. Kelly, who took out
another payday loan with double-digit interest rates when her car
broke down in 2005 and a couple more loans this summer to cover
her existing payments, the report further related.  "I'm worried
about the sailors who are coming up behind me."


* FDIC Will Give Full Outline of Big Bank Wind-Down Plans
---------------------------------------------------------
Law360 reported that Federal Deposit Insurance Corp. Chairman
Martin Gruenberg said on Nov. 21 that his agency would soon put
out a fuller description of its plans for taking apart a failed
global financial institution.

According to the report, Gruenberg said the FDIC will open to
public comment the description of how it intends to use its
orderly liquidation authority for a big bank or systemically
significant nonbank financial institution.


* FINRA Is Cracking Down on High-Risk Brokers
---------------------------------------------
Jean Eaglesham and Rob Barry, writing for The Wall Street Journal,
reported that under pressure from Washington to crack down on
rogue stockbrokers, the Financial Industry Regulatory Authority is
highlighting a fast-track program it began earlier this year to go
after what it calls "high-risk brokers."

According to the report, the results: Forty-two of the most
troubled brokers were targeted for "expedited investigation," and
16 of them were thrown out of the securities industry, Finra
Chairman and Chief Executive Richard Ketchum wrote in a Nov. 13
letter to Sen. Edward Markey (D., Mass.).

The letter includes other previously undisclosed details of what
Mr. Ketchum described as increasing efforts by Wall Street's self-
regulator to scrutinize repeat offenders among the 634,955 brokers
licensed by Finra, the report related.

Mr. Markey pressed Finra last month for more information, telling
Mr. Ketchum that articles in The Wall Street Journal raised
"serious concerns" about Finra's ability to protect investors from
rogue brokers, the report said.

According to an analysis by the Journal of state securities
records, more than 5,000 brokers licensed to sell securities
earlier this year had worked at a firm that was expelled by Finra
from 2005 to 2012.


* Regulators Put Tougher Restrictions on Bank Payday Loans
----------------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
the government is imposing tougher restrictions on banks that
offer short-term, high-interest loans that have been blamed for
trapping some Americans in a cycle of debt.

According to the report, on Nov. 21, the Office of the Comptroller
of the Currency and the Federal Deposit Insurance Corp. issued
identical guidance to limit the risks of loans tied to consumers'
paychecks, government benefits or other income directly deposited
into their bank accounts.

Critics say these products carry the same abusive high interest
rates and balloon payments as the payday loans offered by
storefront and online operators, the report related.  But industry
groups contend that placing strict constraints on banks will only
push people with limited access to credit into the arms of less-
regulated vendors.

"The OCC encourages banks to offer responsible products that meet
the small-dollar credit needs of customers," Comptroller of the
Currency Thomas J. Curry said in a statement, the report cited.
"However, deposit advance products.?.?. pose significant safety
and soundness and consumer protection risks."

Mr. Curry said the guidance is meant to clarify the agency's
expectations for banks to understand and manage those risks.
Neither the OCC nor the FDIC will bar banks from deposit-advance
loans, but their policies could radically alter the operations of
the handful of banks that offer the product.


* Supreme Court Asked to Rule on Inherited IRAs
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Supreme Court justices will hold a conference on
Nov. 26 to decide whether to grant an appeal to determine whether
an inherited individual retirement account is protected from the
claims of creditors in bankruptcy.

According to the report, two U.S. appeals courts have reached
different conclusions on whether an inherited IRA is an exempt
asset that an individual can retain despite filing for bankruptcy.

In April, Frank Easterbrook, chief judge of the U.S. Court of
Appeals for the Seventh Circuit in Chicago, disagreed with an
opinion last year from the New Orleans-based Fifth Circuit. Judge
Easterbrook concluded that inherited IRAs aren't exempt in
bankruptcy and do belong to creditors.

The person who lost in Chicago petitioned the high court seeking
to appeal. The petitioner called the case an "ideal vehicle" for
resolving the split among the circuits because Easterbrook
explicitly rejected the reasoning of the New Orleans court.

The bankruptcy trustee, the winner in Easterbrook's opinion, said
Supreme Court review is premature because only two appeals courts
have written on the topic. The trustee said the New Orleans
decision provided an "irrational windfall" for bankrupts.

The trustee urged the Supreme Court to deny an appeal, giving the
Fifth Circuit time to reverse itself.

The Supreme Court could say as early as Nov. 26 whether it will
take the case. If it doesn't, or if the justices seek the view of
the U.S. solicitor general, who argues before the high court on
behalf of the government, word could come down on Dec. 2.

While an IRA funded by the debtor's own contributions is immune
from creditor claims in bankruptcy, the case before Judge
Easterbrook's court involved a woman who inherited her deceased
mother's $300,000 account.

After the daughter filed for bankruptcy, the bankruptcy judge
ruled that the IRA wasn't exempt. The district court reversed, and
Judge Easterbrook reversed once again.

The Fifth Circuit reached the opposite result in March 2012,
focusing on what it called the "plain meaning" of the statutes.

The case is Clark v. Rameker, 13-299, U.S. Supreme Court,
(Washington).


* MorrisAnderson Bags T&A's 2013 Outstanding Turnaround Firm Award
------------------------------------------------------------------
MorrisAnderson, a financial and operational advisory firm, on
Nov. 22 disclosed that it has been recognized as an Outstanding
Turnaround Firm by Turnarounds & Workouts, a bankruptcy,
restructuring and distressed investing publication that has been
reporting on industry news and analysis for more than a quarter
century.

The recognition honors firms that are routinely retained in the
most complex and sophisticated restructuring transactions.
MorrisAnderson was specifically recognized for the following
outstanding achievements:

        -- Serving as Chief Restructuring Officer and guiding two
clients -- a provider of ATM services and self-service kiosks as
well as a global organizational training provider -- through
Chapter 11 proceedings and ultimately through successful sale
transactions;
        -- Serving as liquidating trustee on behalf of several
clients in a variety of industries: horse racing, commercial
airline, real estate investment trust and agribusiness; and
        -- Serving as FA to $200 million magazine distributor,
$100 million food distributor and $500 million assisted living
center roll-up.

"2013 was a solid year for MorrisAnderson and we are honored to be
among the firms selected for this prestigious recognition," said
Dan Dooley, principal and chief executive officer of
MorrisAnderson.  "This recognition further demonstrates our
commitment to ensuring a successful outcome for our clients
through any complex turnaround transaction.  We are extremely
proud of our recent accomplishments and look forward to continuing
to provide industry-leading client service and results."

MorrisAnderson was among 12 firms recognized in 2013.  The
publication's editorial staff selects honorees based upon the
firm's recent representations, as well as nominations from leading
restructuring professionals nationwide.

"All of the firms included on this year's Outstanding Turnaround
Firms list had notable engagements within the past year," noted
Turnarounds & Workouts editor Nina Novak.  "I believe that the
senior professionals at these organizations will continue to be
leaders in the restructuring world for years to come."

To view the list of Outstanding Turnaround Firms and read more
about the firms' achievements, visit http://bit.ly/OTF13

                       About MorrisAnderson

Chicago-based MorrisAnderson is a middle market consulting firm
focused on underperforming and distressed companies, with offices
in New York, Missouri and Florida.  The firm's service offerings
include financial advisory, interim, turnaround and crisis
management, investment banking, performance improvement and
litigation support.  MorrisAnderson emphasizes hands-on
involvement, consistent and reliable communication and a
collaborative approach with stakeholders.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   ALSWF US        129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   ABT CN          129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   OU1 GR          129.8      (11.3)     (10.7)
ACCELERON PHARMA   XLRN US          48.4      (19.9)       6.2
ACCELERON PHARMA   0A3 GR           48.4      (19.9)       6.2
ADVANCED EMISSIO   ADES US         106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR         106.4      (46.1)     (15.3)
ADVENT SOFTWARE    AXQ GR          454.9     (133.8)     (83.4)
ADVENT SOFTWARE    ADVS US         454.9     (133.8)     (83.4)
AIR CANADA-CL A    AIDIF US      9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    AC/A CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH GR        9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH TH        9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 TH       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 GR       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AC/B CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AIDEF US      9,481.0   (3,056.0)     105.0
AK STEEL HLDG      AK2 GR        3,766.4     (211.8)     394.9
AK STEEL HLDG      AK2 TH        3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS US        3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS* MM       3,766.4     (211.8)     394.9
ALLIANCE HEALTHC   AIQ US          528.2     (131.1)      64.8
AMC NETWORKS-A     AMCX US       2,524.8     (611.9)     790.3
AMC NETWORKS-A     9AC GR        2,524.8     (611.9)     790.3
AMER AXLE & MFG    AXL US        3,008.7     (101.6)     345.2
AMER AXLE & MFG    AYA GR        3,008.7     (101.6)     345.2
AMR CORP           AAMRQ* MM    26,780.0   (7,922.0)     143.0
AMR CORP           AAMRQ US     26,780.0   (7,922.0)     143.0
AMR CORP           ACP GR       26,780.0   (7,922.0)     143.0
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU   ANAC US          44.9       (7.3)      17.0
ANACOR PHARMACEU   44A TH           44.9       (7.3)      17.0
ANACOR PHARMACEU   44A GR           44.9       (7.3)      17.0
ANGIE'S LIST INC   ANGI US         109.7      (23.0)     (24.2)
ANGIE'S LIST INC   8AL TH          109.7      (23.0)     (24.2)
ANGIE'S LIST INC   8AL GR          109.7      (23.0)     (24.2)
ARRAY BIOPHARMA    ARRY US         152.6      (13.2)      82.3
ARRAY BIOPHARMA    AR2 TH          152.6      (13.2)      82.3
ARRAY BIOPHARMA    AR2 GR          152.6      (13.2)      82.3
AUTOZONE INC       AZO US        6,892.1   (1,687.3)  (1,680.7)
AUTOZONE INC       AZ5 TH        6,892.1   (1,687.3)  (1,680.7)
AUTOZONE INC       AZ5 GR        6,892.1   (1,687.3)  (1,680.7)
BARRACUDA NETWOR   CUDA US         236.2      (90.1)     (66.5)
BARRACUDA NETWOR   7BM GR          236.2      (90.1)     (66.5)
BENEFITFOCUS INC   BNFT US          54.8      (43.9)      (3.6)
BENEFITFOCUS INC   BTF GR           54.8      (43.9)      (3.6)
BERRY PLASTICS G   BERY US       5,045.0     (251.0)     550.0
BERRY PLASTICS G   BP0 GR        5,045.0     (251.0)     550.0
BOSTON PIZZA R-U   BPZZF US        156.7     (108.0)      (4.2)
BOSTON PIZZA R-U   BPF-U CN        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V   DOO CN        1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   B15A GR       1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   BRPIF US      1,768.0     (496.6)     (21.8)
BURLINGTON STORE   BUI GR        2,594.2     (421.3)     139.7
BURLINGTON STORE   BURL US       2,594.2     (421.3)     139.7
CABLEVISION SY-A   CVC US        7,588.1   (5,565.5)     (14.0)
CABLEVISION SY-A   CVY GR        7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI   C08 GR       26,096.4   (1,496.8)     626.7
CAESARS ENTERTAI   CZR US       26,096.4   (1,496.8)     626.7
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      15,231.2   (8,370.8)     786.9
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US        1,186.2     (503.8)     164.1
CHOICE HOTELS      CZH GR          555.7     (484.7)      79.2
CHOICE HOTELS      CHH US          555.7     (484.7)      79.2
CIENA CORP         CIEN TE       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 TH       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 GR       1,727.4      (83.2)     763.4
CIENA CORP         CIEN US       1,727.4      (83.2)     763.4
CINCINNATI BELL    CBB US        2,551.7     (687.2)    (147.2)
COMVERSE INC       CNSI US         844.8       (9.4)      (6.1)
COMVERSE INC       CM1 GR          844.8       (9.4)      (6.1)
DIAMOND RESORTS    D0M GR        1,073.5      (81.3)     682.4
DIAMOND RESORTS    DRII US       1,073.5      (81.3)     682.4
DIRECTV            DTV CI       20,588.0   (6,208.0)    (300.0)
DIRECTV            DIG1 GR      20,588.0   (6,208.0)    (300.0)
DIRECTV            DTV US       20,588.0   (6,208.0)    (300.0)
DOMINO'S PIZZA     EZV GR          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     EZV TH          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     DPZ US          468.5   (1,322.2)      76.9
DUN & BRADSTREET   DNB US        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DB5 GR        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DB5 TH        1,849.9   (1,206.3)    (128.9)
DYAX CORP          DYAX US          70.6      (38.8)      41.0
DYAX CORP          DY8 GR           70.6      (38.8)      41.0
EASTMAN KODAK CO   KODN GR       3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   KODK US       3,815.0   (3,153.0)    (785.0)
ENTRAVISION CO-A   EV9 GR          455.7       (5.6)      78.1
ENTRAVISION CO-A   EVC US          455.7       (5.6)      78.1
EVERYWARE GLOBAL   EVRY US         356.6      (53.9)     142.5
FAIRPOINT COMMUN   FRP US        1,592.6     (406.7)      30.0
FERRELLGAS-LP      FGP US        1,356.0      (86.6)     (21.3)
FERRELLGAS-LP      FEG GR        1,356.0      (86.6)     (21.3)
FIFTH & PACIFIC    LIZ GR          846.2     (213.7)     (64.6)
FIFTH & PACIFIC    FNP US          846.2     (213.7)     (64.6)
FOREST OIL CORP    FST US        1,909.3      (63.1)    (148.3)
FOREST OIL CORP    FOL GR        1,909.3      (63.1)    (148.3)
FREESCALE SEMICO   FSL US        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   1FS GR        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   1FS TH        3,819.0   (4,526.0)   1,239.0
GENCORP INC        GCY GR        1,750.4     (142.6)     111.1
GENCORP INC        GY US         1,750.4     (142.6)     111.1
GENCORP INC        GCY TH        1,750.4     (142.6)     111.1
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C   BRSS US         576.5      (37.0)     286.9
GLOBAL BRASS & C   6GB GR          576.5      (37.0)     286.9
GOLD RESERVE INC   GRZ CN           23.7       (0.1)     (17.3)
GOLD RESERVE INC   GDRZF US         23.7       (0.1)     (17.3)
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
HALOZYME THERAPE   HALOZ GR        110.1       (3.5)      63.2
HALOZYME THERAPE   HALO US         110.1       (3.5)      63.2
HCA HOLDINGS INC   2BH TH       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   2BH GR       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   HCA US       28,393.0   (7,044.0)   2,352.0
HD SUPPLY HOLDIN   5HD GR        6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN   HDS US        6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A    HO3 GR        1,664.1     (467.2)     950.2
HOVNANIAN ENT-A    HOV US        1,664.1     (467.2)     950.2
HOVNANIAN ENT-B    HOVVB US      1,664.1     (467.2)     950.2
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   EPCTSEK EU        1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP SS           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP BY           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP TQ           1.0      (16.2)      (8.9)
INFOR US INC       LWSN US       6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI   INSY US          22.2      (63.5)     (70.0)
INSYS THERAPEUTI   NPR1 GR          22.2      (63.5)     (70.0)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   1JE GR        1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   JE US         1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   JE CN         1,533.5     (359.8)    (281.4)
L BRANDS INC       LTD GR        6,072.0     (861.0)     613.0
L BRANDS INC       LTD TH        6,072.0     (861.0)     613.0
L BRANDS INC       LTD US        6,072.0     (861.0)     613.0
LDR HOLDING CORP   LDRH US          78.7       (0.6)       9.6
LEE ENTERPRISES    LEE US          989.0     (102.6)     (11.9)
LORILLARD INC      LO US         3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV TH        3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV GR        3,555.0   (2,042.0)   1,297.0
MACROGENICS INC    M55 GR           42.2      (10.9)       9.9
MACROGENICS INC    MGNX US          42.2      (10.9)       9.9
MANNKIND CORP      NNF1 GR         287.6     (167.7)    (138.5)
MANNKIND CORP      MNKD US         287.6     (167.7)    (138.5)
MANNKIND CORP      NNF1 TH         287.6     (167.7)    (138.5)
MARRIOTT INTL-A    MAQ GR        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAR US        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAQ TH        6,480.0   (1,409.0)    (776.0)
MARRONE BIO INNO   MBII US          25.6      (47.8)     (12.8)
MDC PARTNERS-A     MDZ/A CN      1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MD7A GR       1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MDCA US       1,365.7      (40.1)    (211.1)
MEDIA GENERAL      MEG US          749.9     (217.2)      36.8
MERITOR INC        MTOR US       2,570.0     (822.0)     338.0
MERITOR INC        AID1 GR       2,570.0     (822.0)     338.0
MONEYGRAM INTERN   MGI US        4,923.2     (116.3)      49.2
MORGANS HOTEL GR   M1U GR          580.7     (163.7)       9.9
MORGANS HOTEL GR   MHGC US         580.7     (163.7)       9.9
MPG OFFICE TRUST   MPG US        1,280.0     (437.3)       -
NANOSTRING TECHN   NSTG US          30.5       (2.0)      10.9
NATIONAL CINEMED   XWM GR          982.5     (217.5)     139.1
NATIONAL CINEMED   NCMI US         982.5     (217.5)     139.1
NAVISTAR INTL      IHR GR        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR TH        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      NAV US        8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   NKTR US         383.0      (50.3)     127.0
NEKTAR THERAPEUT   ITH GR          383.0      (50.3)     127.0
NORCRAFT COS INC   6NC GR          265.0       (6.1)      47.7
NORCRAFT COS INC   NCFT US         265.0       (6.1)      47.7
NORTHWEST BIO      NWBO US           2.4      (16.2)     (16.3)
NYMOX PHARMACEUT   NY2 TH            1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NY2 GR            1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NYMX US           1.4       (6.9)      (2.7)
OCI PARTNERS LP    OCIP US         438.9     (122.9)      72.2
OMEROS CORP        3O8 GR           12.0      (23.9)      (1.6)
OMEROS CORP        OMER US          12.0      (23.9)      (1.6)
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
OPHTHTECH CORP     OPHT US          40.2       (7.3)      34.3
OPHTHTECH CORP     O2T GR           40.2       (7.3)      34.3
PALM INC           PALM US       1,007.2       (6.2)     141.7
PHILIP MORRIS IN   PM1 TE       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM FP        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM US        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 TH       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PMI SW       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1EUR EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1CHF EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 GR       36,795.0   (5,908.0)      (2.0)
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PG6 GR        1,088.3      (37.7)     212.1
PLY GEM HOLDINGS   PGEM US       1,088.3      (37.7)     212.1
PROTALEX INC       PRTX US           2.0       (7.6)      (0.5)
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         465.1      (38.1)      92.3
QUINTILES TRANSN   QTS GR        2,842.0     (712.0)     382.8
QUINTILES TRANSN   Q US          2,842.0     (712.0)     382.8
RE/MAX HOLDINGS    2RM GR          238.1      (23.7)      31.5
RE/MAX HOLDINGS    RMAX US         238.1      (23.7)      31.5
REGAL ENTERTAI-A   RETA GR       2,508.3     (658.5)      54.0
REGAL ENTERTAI-A   RGC US        2,508.3     (658.5)      54.0
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
REVLON INC-A       REV US        1,259.4     (619.8)     192.4
REVLON INC-A       RVL1 GR       1,259.4     (619.8)     192.4
RINGCENTRAL IN-A   3RCA GR          48.5      (20.7)     (22.8)
RINGCENTRAL IN-A   RNG US           48.5      (20.7)     (22.8)
RITE AID CORP      RAD US        7,169.0   (2,317.9)   1,943.6
RITE AID CORP      RTA GR        7,169.0   (2,317.9)   1,943.6
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL   S7V GR        1,925.8     (294.4)     503.5
SALLY BEAUTY HOL   SBH US        1,925.8     (294.4)     503.5
SILVER SPRING NE   9SI TH          513.9      (88.9)      76.3
SILVER SPRING NE   9SI GR          513.9      (88.9)      76.3
SILVER SPRING NE   SSNI US         513.9      (88.9)      76.3
SUNESIS PHARMAC    RYIN TH          50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN GR          50.6       (5.8)      15.3
SUNESIS PHARMAC    SNSS US          50.6       (5.8)      15.3
SUNGAME CORP       SGMZ US           0.2       (2.0)      (2.0)
SUPERVALU INC      SJ1 GR        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SVU US        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SJ1 TH        4,738.0   (1,031.0)     154.0
TANDEM DIABETES    TNDM US          48.6       (2.8)      13.8
TAUBMAN CENTERS    TU8 GR        3,438.8     (211.5)       -
TAUBMAN CENTERS    TCO US        3,438.8     (211.5)       -
THRESHOLD PHARMA   NZW1 GR         101.0      (17.5)      74.4
THRESHOLD PHARMA   THLD US         101.0      (17.5)      74.4
TOWN SPORTS INTE   T3D GR          408.9      (40.4)      (3.9)
TOWN SPORTS INTE   CLUB US         408.9      (40.4)      (3.9)
TROVAGENE INC-U    TROVU US          9.6       (2.5)       7.1
ULTRA PETROLEUM    UPL US        2,069.0     (376.8)    (243.9)
ULTRA PETROLEUM    UPM GR        2,069.0     (376.8)    (243.9)
UNISYS CORP        UIS1 SW       2,237.7   (1,509.9)     411.6
UNISYS CORP        UISCHF EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        UIS US        2,237.7   (1,509.9)     411.6
UNISYS CORP        UISEUR EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 GR       2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 TH       2,237.7   (1,509.9)     411.6
VECTOR GROUP LTD   VGR GR        1,121.0     (192.6)     316.7
VECTOR GROUP LTD   VGR US        1,121.0     (192.6)     316.7
VENOCO INC         VQ US           695.2     (258.7)     (39.2)
VERISIGN INC       VRS TH        2,330.0     (493.8)      97.7
VERISIGN INC       VRS GR        2,330.0     (493.8)      97.7
VERISIGN INC       VRSN US       2,330.0     (493.8)      97.7
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS    WW6 GR        1,408.2   (1,509.4)     (79.8)
WEIGHT WATCHERS    WTW US        1,408.2   (1,509.4)     (79.8)
WEST CORP          WSTC US       3,480.7     (782.6)     349.0
WEST CORP          WT2 GR        3,480.7     (782.6)     349.0
WESTMORELAND COA   WLB US          939.8     (280.3)       4.1
WESTMORELAND COA   WME GR          939.8     (280.3)       4.1
XERIUM TECHNOLOG   XRM US          600.8      (35.1)     123.8
XOMA CORP          XOMA GR          76.9      (16.9)      46.5
XOMA CORP          XOMA TH          76.9      (16.9)      46.5
XOMA CORP          XOMA US          76.9      (16.9)      46.5



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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