TCR_Public/131127.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 27, 2013, Vol. 17, No. 329

                            Headlines

1076 FINDLAY: Voluntary Chapter 11 Case Summary
AMERICAN AIRLINES: Says Customers Can't Block Merger
AMERICAN AIRLINES: To Hear Pivotal Decision Soon
ANIXTER INTERNATIONAL: Fitch Rates IDR & Sr. Unsecured Notes 'BB+'
ARVADA STRUCTURES: Section 341(a) Meeting Set on Dec. 18

ASHLAND UNIVERSITY: Moody's Cuts Revenue Bonds Rating to Caa2
ATP OIL: Seeks to Sell Shares in UK Affiliate
BERNARD L. MADOFF: Trustee Asks 2nd Circ. to Allow 6-Year Lookback
BIOMODA INC: Cancer Detection Developer in Ch. 11 for Debt Swap
BRANDYWINE TOWNHOUSES: Case Summary & 20 Top Unsecured Creditors

BRIAND PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
BUILDING #19: Hires Murphy & King as Bankruptcy Counsel
CENGAGE LEARNING: Disclosure Statement Approved
CHINA NATURAL: Has $727K Net Income for Q3 Ended Sept. 30
CLINICA REAL: Plan Filing Exclusivity Extended to Jan. 15

CUE & LOPEZ: Files Amended Schedules of Assets and Liabilities
DELTA PRODUCE: PACA Lawyers' Fees Can't Be Paid From Trust Funds
DESIGNER FURNITURE: Files For Chapter 11 Bankruptcy Protection
DETROIT, MI: Judge to Rule on Bankruptcy Petition on Dec. 3
DETROIT, MI: Bondholders Voice Concern Over Bankruptcy Loan

DEVONSHIRE PGA: Medicare Deals Give HHS Pause Over Ch. 11 Plan
EASTMAN KODAK: Files Form 10-Q for Third Quarter
EASTMAN KODAK: Common Stock Began Trading in NYSE This Month
ELBIT IMAGING: Provides Updates on Liquidity Situation
EWGS INTERMEDIARY: Hires Bayshore Partners as Investment Banker

EWGS INTERMEDIARY: Hires Epiq Bankruptcy as Administrative Agent
EWGS INTERMEDIARY: Taps FTI Consulting as Financial Advisor
EWGS INTERMEDIARY: Taps Klehr Harrison as Counsel
EXCEL MARITIME: To File 'Consensual' Reorganization Plan
EXCEL MARITIME: Inks Deal on Revised Debt Restructuring

ESP RESOURCES: Incurs $1.3 Million Net Loss in Third Quarter
FIELD FAMILY: Has Access to Cash Collateral Until Effective Date
FIELD FAMILY: Wins Confirmation of Bankruptcy-Exit Plan
FIRST PHILADELPHIA: Plan Filing Exclusivity Expires Feb. 19
FISKER AUTOMOTIVE: Failure Could Hit U.S. Taxpayers for Years

FISKER AUTOMOTIVE: Plan Seeks to Skirt Normal Auction Process
FLUX POWER: Files Form 10-Q, Had $746,000 Loss in Sept. 30 Qtr.
FURNITURE BRANDS: KPS Capital Completes Acquisition
FX CONCEPTS: Assets Now Just $2 Million
GATEHOUSE MEDIA: Plan Confirmation Order Entered Nov. 6

GATEWAY ENERGY: Posts $26,400 Net Income in Third Quarter
GENIUS BRANDS: Incurs $2.8 Million Net Loss in Third Quarter
GLOBAL AVIATION: Pilots' Union Takes Seat on Creditors' Committee
GLOBALSTAR INC: Files Form 10-Q, Had $205MM Net Loss in Q3
GOLDKING HOLDINGS: Goes to Houston as Embezzlement Claimed

GMX RESOURCES: Negotiates with Oneok Rather Than Sue, For Now
GROWLIFE INC: Reports $1.8-Mil. Net Loss for Q3 Ended Sept. 30
GUITAR CENTER: Incurs $398.6 Million Net Loss in Third Quarter
HAAS ENVIRONMENT: Has Green Light to Hire Hunyady as Auctioneers
HOT TOPIC: Moody's Cuts CFR to 'B3' & Rates $100MM Notes 'Caa2'

HOT TOPIC: S&P Assigns 'B' CCR & Alters Outlook to Negative
HOT TOPIC: Downgraded on Dividend to Owner
IGLESIA PUERTA: Has Authority to Tap Leticia Molina as Accountant
INDEPENDENCE TAX IV: Incurs $103,000 Net Loss in Third Quarter
INTERCLOUD SYSTEMS: Reports $1.51-Mil. Income for Sept. 30 Quarter

INTERMETRO COMMUNICATIONS: Has $873,000 Net Loss for Third Quarter
INT'L FOREIGN EXCHANGE: Sec. 341 Creditors' Meeting on Dec. 13
INT'L FOREIGN EXCHANGE: Former Employee Objects to CRO Hiring
INT'L FOREIGN EXCHANGE: Can Employ Finn Dixon as Counsel
INT'L FOREIGN EXCHANGE: Hires Withers Bergman as Tax Counsel

JEFFERSON COUNTY: Makes Modifications to Ch. 9 Plan of Adjustment
KRANEM CORPORATION: Case Summary & 19 Largest Unsecured Creditors
KRATOS DEFENSE: Moody's Keeps Ratings Despite Halt on Refinancing
KSL MEDIA: Files Amended Schedules of Assets and Liabilities
KSL MEDIA: Files Amended List of Top Unsecured Creditors

KSL MEDIA: Can Employ Martini Iosue as Accountant
KSL MEDIA: Court Approves Stipulation Over Hiring of Advisors
LEHMAN BROTHERS: Sues Credit Suisse Over $1-Bil. Claims
LEHMAN BROTHERS: Sues LCOR, et al., for $83-Mil. in Damages
LEHMAN BROTHERS: LBI, EFI End Dispute Over Transfer of $2.5-Mil.

LEHMAN BROTHERS: Nektar $7.5-Mil. Claim vs. LBI Resolved
LEHMAN BROTHERS: Norton, 3 Others Seek $235,000 for Q3 Work
LIFEPOINT HOSPITALS: Moody's Affirms Ba2 CFR & Ba1 Debt Ratings
LIGHTSQUARED INC: Dish Investors Ask to Exclude Ergen From Bid
M.A.R. REALTY: Case Summary & 18 Largest Unsecured Creditors

MAXCOM TELECOM: Offer for $38.1B of Step-Up Notes Ends Dec. 11
MANITOWOC CO: Moody's Rates $1.05-Bil. Sr. Facility Notes 'Ba1'
MCJUNKIN RED: S&P Retains 'BB-' Rating Following $150MM Add-On
MERITOR INC: Fitch Affirms 'B' IDR & 'B-' Unsecured Notes Rating
METRO AFFILIATES: Auction Set for Dec. 11

MINT LEASING: Incurs $932,000 Net Loss in Third Quarter
MISSION NEW ENERGY: Westcliff Trust Holds 66% of Ordinary Shares
MOBILESMITH INC: Posts $1.1-Mil. Net Loss in Sept. 30 Quarter
MSD PERFORMANCE: Z Capital Makes Only Bid to Purchase Company
MUNCE'S SUPERIOR: Prepetition Contempt Has Post-Bankruptcy Status

NANOMATERIALS COMPANY: Voluntary Chapter 11 Case Summary
NASH FINCH: S&P Withdraws 'B+' CCR on Merger With Spartan Stores
OCEANSIDE MILE: In Dispute with Lender over Cash Collateral Use
OSX BRASIL: Granted Bankruptcy Protection in Brazil
OTELCO INC: Reports Net Income of $1.5-Mil. in Third Quarter

OVERSEAS SHIPHOLDING: Reports $960,000 Net Income in Third Quarter
PACIFIC GOLD: Posts $789,200 Net Income for Third Quarter
PACIFIC RUBIALES: Fitch Rates $300MM Sr. Unsecured Notes 'BB+'
PACIFIC RUBIALES: S&P Keeps BB+ Unsec. Notes After $300MM Add-on
PALM BEACH COMMUNITY: Files Amended Schedules of Assets & Debts

PATHEON INC: S&P Puts 'B+' CCR on CreditWatch Negative
PATRIOT COAL: Royal Brass's $25K Claim Transferred to TRC
PATRIOT COAL: Enters Into Settlement With Drummond on Claims
PATRIOT COAL: Enters into Settlement of United Leasing Claims
PATRIOT COAL: Can Convey Leased Interests in W. Ky. to Alliance

PEDEVCO CORP: Incurs $2.06-Mil. Net Loss in Sept. 30 Quarter
PGA FLYOVER: Liquidating Plan With Amended BBX Deal Approved
PILOT FLYING J: Judge Approves $85 Million Settlement
PITTSBURG RDA: Fitch Maintains 'BB-' Rating on $142.8-Mil. TABs
POLY SHIELD: Reports $275K  Net Loss in Q3 Ended Sept. 30

POWER PRODUCTS: S&P Assigns 'B' CCR; Outlook Stable
PROMMIS HOLDINGS: Hires Cherry Bekaert as Tax Services Provider
RAHA LAKES: Can Employ Sierra Consulting as Financial Advisors
RAMS ASSOCIATES: Has Access to Cash Collateral Until Dec. 3
RANCHER ENERGY: Reports $209K Net Loss in Q2 Ended Sept. 30

RESIDENTIAL CAPITAL: To Partially Assign Normandale Lease
RESIDENTIAL CAPITAL: Crediting Provision With Centerview Amended
RESIDENTIAL CAPITAL: Quest Okayed as Committee Consultant
RESIDENTIAL CAPITAL: Has Partial Victory vs. Gilberts
RESIDENTIAL CAPITAL: Confirmation Trial Will Wrap Up in December

ROCK POINTE: Ch.11 Trustee Can Employ Crumb & Munding as Counsel
ROTHSTEIN ROSENFELDT: Scott Rothstein Called to Witness Stand
SALON MEDIA: Incurs $481,000 Net Loss in Sept. 30 Quarter
SANTEON GROUP: Reports $23,000 Net Income in Third Quarter
SAVIENT PHARMACEUTICALS: Creditors Blast Cash-Collateral Motion

SCRUB ISLAND: Seeks Authority to Use Cash Collateral to Operate
SCRUB ISLAND: Employs Stichter Riedel as Bankruptcy Counsel
SCRUB ISLAND: Hires Rocke McLean as Litigation Counsel
SCRUB ISLAND: Section 341(a) Meeting Scheduled for Dec. 19
SIMPLY WHEELZ: Sale on Track for Completion This Year

SIX3 SYSTEMS: S&P Withdraws 'B+' Corporate Credit Rating
SUNTECH POWER: Creditors Lobby for Bankruptcy in New York
SUNTECH POWER: Cayman Islands OKs Bid for Provisional Liquidation
SUNTECH POWER: Cayman Court Names PwC's Walker and Stokoe as JPLs
SUNVALLEY SOLAR: Reports $1.5 Million Net Income in 3rd Quarter

T-L CHEROKEE: Bank Opposes Plan Exclusivity Extension
TARHEEL PLASTICS: Files for Chapter 7 Liquidation
TN-K ENERGY: Reports $182,400 Net Income in Third Quarter
TONGJI HEALTHCARE: Incurs $84,600 Loss in Third Quarter
TRUE DRINKS: Reports $2.16-Mil. Net Loss in Q3 Ended Sept. 30

UNILAVA CORP: Incurs $452,700 Net Loss in Third Quarter
UNIVERSAL AMBULANCE: Liquidation Process Begins
VISCOUNT SYSTEMS: Incurs C$316,500 Net Loss in Third Quarter
VISION INDUSTRIES: Reports $1.6 Million Net Loss in Third Quarter
VYCOR MEDICAL: Delays Form 10-Q for Third Quarter

W.R. GRACE: Cleanup Continues in Former Mining Town
WIDEOPENWEST FINANCE: S&P Retains 'B' Rating on Sr. Sec. Term Loan
WINDSOR QUALITY: Moody's Rates $350MM Secured Term Loan 'B2'
WINDSOR QUALITY: S&P Affirms 'B+' CCR & Rates $350MM Loan 'B+'
WOUND MANAGEMENT: Incurs $1.7 Million Net Loss in Third Quarter

XCHANGE TECHNOLOGY: Gets Nod for Sale, Chapter 15
YSC INC: Has Access to Cash Collateral Until Dec. 6
ZBB ENERGY: Has $2.71-Mil. Net Loss for Third Quarter

* Report Says Royal Bank of Scotland Forced Defaults
* Illinois Appeals Court Flips Ruling On Atty Malpractice Policy

* Orrick Herrington, Pillsbury Winthrop End Merger Talks

* Upcoming Meetings, Conferences and Seminars

                            *********

1076 FINDLAY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 1076 Findlay LLC
        16 Brewer Road
        Monsey, NY 10952

Case No.: 13-23926

Chapter 11 Petition Date: November 25, 2013

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Joshua N. Bleichman, Esq.
                  BLEICHMAN & KLEIN
                  268 Route 59
                  Spring Valley, NY 10977
                  Tel: (845) 425-2510
                  Fax: (845) 425-7362
                  Email: bleichmanklein@yahoo.com

Total Assets: $1.21 million

Total Liabilities: $929,288

The petition was signed by Samuel Kaufman, manager.

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


AMERICAN AIRLINES: Says Customers Can't Block Merger
----------------------------------------------------
Law360 reported that American Airlines and US Airways pressed a
New York bankruptcy judge on Nov. 25 to approve the federal
antitrust settlement that would allow their merger to go forward,
arguing that customers challenging the merger hadn't put in enough
evidence to stop it or shown why their request was urgent.

According to the report, Stephen Karotkin of Weil Gotshal & Manges
LLP, who represents bankrupt American Airlines parent AMR Corp.,
said that a small group of customers shouldn't be allowed to block
a merger that is supported by all the airline's stakeholders.

                      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: To Hear Pivotal Decision Soon
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. will hear a pivotal ruling soon from the
judge overseeing its bankruptcy.

According to the report, following a hearing on Nov. 25, AMR's
bankruptcy judge said he will rule by Nov. 27 on approving the
antitrust settlement with the U.S. government allowing American
Airlines Inc. and US Airways Group Inc. to merge.

                      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)


ANIXTER INTERNATIONAL: Fitch Rates IDR & Sr. Unsecured Notes 'BB+'
------------------------------------------------------------------
Fitch Ratings has stated that Anixter International, Inc.'s
decision to institute a special dividend of $5 per share,
approximately $165 million in total, will not impact the company's
ratings. Fitch expects that the dividend will be financed in part
by existing cash as well as borrowings under the company's credit
facilities. Such actions coupled with current leverage metrics are
already incorporated into the rating. Anixter has issued similar
dividends in two of the prior three years.

Fitch estimates leverage (total debt/total EBITDA) at 2.3x as of
September 2013. If the dividend were fully debt-financed, Fitch
estimates leverage would rise to 2.7x which it expects would be
reduced by free cash flow (FCF) generation over the next few
quarters. Fitch estimates FCF at $176 million in the latest 12-
month period.

Key Rating Drivers:

Anixter's ratings and Outlook are supported by the following:

-- Leading market position in niche distribution markets, which
    Fitch believes contributes to Anixter's above-average margins
    for a distributor;

-- Broad diversification of products, suppliers, customers and
    geographies which adds stability to the company's financial
    profile by reducing operating volatility;

-- Working capital efficiency, which allows the company to
    generate FCF in a downturn.

Credit concerns include:

-- Historical use of debt and FCF for acquisitions and
    shareholder-friendly actions;

-- Thin operating margins characteristic of the distribution
    industry, albeit slightly expanded given the company's niche
    market position;

-- Significant unhedged exposure to copper prices and currency
    prices;

-- Exposure to the cyclicality of IT demand and general global
    economic conditions.

Fitch believes Anixter's liquidity was adequate and consisted of
the following as of Sept. 30, 2013: i) approximately $82 million
of cash and cash equivalents; ii) $400 million of five-year
revolving credit agreements maturing November 2018, of which, $382
million was available; and iii) a $300 million on-balance-sheet
accounts receivable securitization program expiring May 2015, of
which, $85 million was available.

Total debt as of Sept. 30, 2013 was $821.7 million and consisted
primarily of the following:

-- $18.5 million outstanding under bank revolving credit lines;

-- $215 million outstanding under the accounts receivable
    securitization program;

-- $200 million in 5.95% senior unsecured notes due February
    2015;

-- $32 million in 10% senior unsecured notes due February 2014;

-- $350 million 5.625% senior unsecured notes due May 2019.

Ratings Sensitivities:

Future developments that may, individually or collectively, lead
to negative rating action include:

-- Revenue declines that signal a loss of market share, either to
    other distributors or suppliers increasingly going direct to
    market;

-- Severe operating margin compression resulting from intense
    competition;

-- Significant debt-financed acquisitions and/or share
    repurchases, particularly if funded from cash generated from
    working capital declines.

Future developments that may, individually or collectively, lead
to positive rating action include:

-- A long-term strategic business rationale and demonstrated
    commitment from management to maintain a higher rating;

-- Further upside movement in the ratings may be limited given
    Anixter's history of shareholder-friendly actions.

Fitch currently rates the issuers as follows:

Anixter International, Inc.

-- Issuer Default Rating (IDR) 'BB+'.

Anixter Inc.

-- IDR 'BB+';
-- Senior unsecured notes 'BB+';
-- Senior unsecured bank credit facility 'BB+'.

The Rating Outlook is Stable.


ARVADA STRUCTURES: Section 341(a) Meeting Set on Dec. 18
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Arvada
Structures, LLC, will be held on Dec. 18, 2013, at 10:00 a.m. at
US Trustee Room C.

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

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

Arvada Structures filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 13-29222) on Nov. 19, 2013.  The petition was signed by
Halston Mikail as manager.  The Debtor estimated assets and debts
of at least $10 million.  Judge Howard R Tallman presides over the
case.  Jeffrey S. Brinen, Esq., serves as the Debtor's counsel.


ASHLAND UNIVERSITY: Moody's Cuts Revenue Bonds Rating to Caa2
-------------------------------------------------------------
Moody's Investors Service has downgraded the rating on Ashland
University's Series 2010 revenue bonds to Caa2 from B3. The bonds
were issued through the Ohio Higher Educational Facility
Commission. The outlook is negative. The downgrade is driven by
further constriction of an already weak liquidity position and
another year of enrollment declines which will stress the
university's fiscal year (FY) 2014 operations. Moody's believes
the probability of default has increased and recovery in the event
of default would be low given limited financial means and secured
bank debt agreements that limit recovery to the Series 2010
bondholders. The negative outlook is based on debt structure risk
as the university will likely have thin headroom to its debt
service coverage covenant in FY 2014 that could lead to
accelerated repayment of all bonds.

Summary Rating Rationale:

The Caa2 rating and negative outlook reflect Ashland University's
very weak liquidity, high leverage, insufficient cash flow to
support debt service and challenging student market. These
challenges are exacerbated by three-years of enrollment declines
and heavy dependence on tuition revenues. The university has a
complex debt structure including variable rate debt, financial
covenants, cross-default provisions, short maturities with bullet
payments and interest rate derivatives, which pose refinancing and
acceleration risks. If debt were to be accelerated, Moody's
believes that recovery for the Series 2010 bonds would be low. All
covenants were met in FY 2013, but Moody's expects the debt
service coverage ratio to be weak, potentially breaching the
covenant in FY 2014.

Challenges:

The risk of the university's complex debt structure, which
includes secured variable rate loans from three separate banks is
heightened by weak liquidity with just $3.4 million of
unrestricted monthly liquidity relative to $70.1 million of total
debt. Loan terms include financial covenants, cross default
provisions, and bullet maturities.

The university breached a financial covenant in FY 2012 and even
though the bank granted a waiver, the prior breach may pose an
increased risk in the university's ability to obtain financing.

As a private university in Ohio, a state with many public and
private university options and declining number of high school
graduates, Ashland faces steep competition to grow enrollment.
Growing enrollment and increasing net tuition revenue is
imperative given the university's high dependence on student
charges (86%).

A third year of declining enrollment stresses the university's
ability to grow revenue. After several years of trimming expenses,
the university may be challenged to continue cutting expenses
without affecting programs. The fiscal 2013 operating cash flow
margin was just 6% leading to debt service coverage of 0.64 times.

The university relies on lines of credit to fund cash flow needs
throughout the year with a $5 million line expiring at the end of
calendar year 2013, which if not renewed or replaced could result
in the inability to meet monthly expenses. A second $5 million
line must be renewed in the summer of 2014.

Strengths:

- As of September 30, 2013, the university has made approximately
   $16 million in principal payments since May 31, 2012, reducing
   operating leverage. Debt to operating revenues is now 0.75
   times compared to 0.96 times at fiscal year-end (FYE) 2012.

- The university has some scale, with over 4,200 students and $95
   million of operating revenue, combined with $56 million of
   total financial resources, inclusive of permanently restricted
   funds.

- The university's proven ability to fundraise for capital is
   evidenced by a three-year average gift revenue of $9.9 million
   from FY 2011-FY 2013 and the university is planning a
   comprehensive campaign. Since the pledge payment schedules
   extend beyond some of the debt maturities, the expedition of
   pledges would be credit positive.

Outlook:

- The negative outlook reflects Moody's expectation that
   liquidity and net tuition revenue will remain weak and that the
   university could violate its debt service coverage covenant in
   FY 2014. The university has insufficient funds should debt be
   accelerated or should operating lines of credit not be renewed.

What Could Make the Rating Go Up:

An upgrade is not likely in the near term given the negative
outlook. The outlook could return to stable with growth in
unrestricted liquidity, combined with proven ability to meet
budgeted enrollment, to bring operations back into balance and to
comply with covenant requirements. Upward pressure might develop
with significant growth in unrestricted liquidity, stabilized
enrollment and net tuition revenue growth and consistent
compliance with covenant requirements.

What Could Make the Rating Go Down:

Acceleration of debt or the inability to obtain a sufficient level
of operating lines to cover monthly cash flow deficits or
refinance maturing debt would result in a further downgrade. In
addition, the rating could face downward pressure with failure to
stabilize enrollment or improvement of operating cash flow or
liquidity.


ATP OIL: Seeks to Sell Shares in UK Affiliate
---------------------------------------------
BankruptcyData reported that ATP Oil & Gas filed with the U.S.
Bankruptcy Court a motion for an order (i) authorizing the sale of
shares of the Debtors' wholly-owned non-debtor affiliate ATP Oil &
Gas (UK) (ATP-UK) on the terms of the share purchase agreement;
(ii) approving and authorizing the Debtor to enter into the share
purchase agreement and related ancillary documents; (iii)
approving the release of charges over the shares held by Credit
Suisse as administrative agent and as collateral agent for the
lenders under the D.I.P. credit agreement and the 2010 facility
agreement; (iv) authorizing the Debtor to vote in favor of, agree
to be bound by and to otherwise support, the Company's voluntary
arrangement and enter into related ancillary documents and (v)
granting related relief.

The motion explains, "The proposal for purchase of the shares of
ATP-UK from the Debtor, (the 'Share Sale') initially submitted by
an affiliate of the now-proposed buyer, known as Alpha Petroleum
(UK) Holdings Limited (the 'Buyer'), emerged as the preferred bid
because, as determined by ATP-UK, in consultation with Deloitte,
its counsel and the Debtor, such proposal constituted the highest
and best offer based on value, structure and timing of the
consideration offered, financial capability, deliverability and
likely acceptability to DECC."

The motion continues, "In the event that the Proposed Share
Transaction is not capable of being completed for any reason, ATP-
UK, acting through its administrators, and the Buyer will proceed
with the acquisition of ATP-UK's business and assets by the Buyer.
The event that, following approval of the SPA and the Proposed
Share Transaction by the US Bankruptcy Court and execution of the
SPA, the Proposed Share Transaction does not close for any reason
(other than for a material breach by the Buyer or a failure to
obtain the approvals and confirmations required from DECC to
enable the Proposed Share Transaction or the Proposed Business
Transaction to complete) and the Shares or all or substantially
all of the assets of ATP-UK are sold or agreed to be sold to a
bidder other than Buyer (an 'Alternate Sale Transaction') prior to
March 31, 2014, then the parties agree that liquidated damages of
$2,660,000 shall be payable to the Buyer by the Debtor from the
proceeds of the Alternate Sale Transaction, without any
withholding, reduction or offset at the time of closing of such
transaction....The amount payable in connection with the Proposed
Share Transaction will be $35,000,000 payable in cash on
Completion (the 'Initial Payment'). Additional contributions will
be payable in cash as follows: Cheviot Field: $20 million payable
at FDP approval and $55 million at First Oil, totaling $75
million; Skipper Field $3 million payable at FDP approval and $15
million at First Oil, totaling $18 million; and Blythe Field: $5
million payable at First Gas."

The Court scheduled a December 19, 2013 hearing on the motion.

                           About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


BERNARD L. MADOFF: Trustee Asks 2nd Circ. to Allow 6-Year Lookback
------------------------------------------------------------------
Law360 reported that the trustee recovering money for Bernard
Madoff's victims urged the Second Circuit on Nov. 22 to overturn a
ruling that disallowed suits against so-called Madoff net-winners,
arguing he deserves to be able to look back six years to decide
who is a net winner.

According to the report, a lower court judge made an error when he
ruled that trustee Irving Picard could only look back two years to
make that determination, Picard said in a brief to the appeals
court.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BIOMODA INC: Cancer Detection Developer in Ch. 11 for Debt Swap
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Biomoda Inc., the developer of a non-invasive method
to detect lung cancer, filed a petition for Chapter 11
reorganization (Bankr. D. N.M. Case No. 13-bk-13768) on Nov. 20 in
its hometown of Albuquerque, New Mexico.

According to the report, the product, called CyPath, is still in
the testing stage.  The development-stage company is yet to
generate income.

The petition listed assets of $653,000 and debt totaling $3.3
million, including a $1.5 million secured claim with liens on the
assets and patents.

Biomoda has an agreement for the lenders to assume ownership in
exchange for debt.


BRANDYWINE TOWNHOUSES: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Brandywine Townhouses, Inc.
        85 Mt. Zion Road, S.W.
        Atlanta, GA 30354

Case No.: 13-75582

Chapter 11 Petition Date: November 25, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Hon. Barbara Ellis-Monro

Debtor's Counsel: Rodney L. Eason, Esq.
                  THE EASON LAW FIRM
                  Suite 200, 6150 Old National Highway
                  College Park, GA 30349-4367
                  Tel: 770-909-7200
                  Fax: 770-909-0644
                  Email: reason@easonlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Shirley Bibbs, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb13-75582.pdf


BRIAND PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Briand Properties, LLC
        545 S. Second Street
        San Jose, CA 95112

Case No.: 13-56130

Chapter 11 Petition Date: November 25, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Arthur S. Weissbrodt

Debtor's Counsel: Stanley A. Zlotoff, Esq.
                  LAW OFFICES OF STANLEY A. ZLOTOFF
                  300 S 1st St. #215
                  San Jose, CA 95113
                  Tel: (408)287-5087
                  Email: zlotofflaw@gmail.com

Total Assets: $3.15 million

Total Liabilities: $1.36 million

The petition was signed by Michael Dorian, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb13-56130.pdf


BUILDING #19: Hires Murphy & King as Bankruptcy Counsel
-------------------------------------------------------
Building #19, Inc. et al ask the U.S. Bankruptcy Court for
permission to employ Murphy & King, Professional Corporation, as
their bankruptcy counsel.

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

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

   a. advising the Debtors with respect to their rights, powers
      and duties as debtors-in-possession in the continued
      operation and management of their businesses and properties;

   b. advising the Debtors with respect to any plan of
      reorganization and any other matters relevant to the
      formulation and negotiation of a plan or plans of
      reorganization in these cases; and

   c. representing the Debtors at all hearings and matters
      pertaining to their affairs as debtors and debtors-in-
      possession.

Prior to the Petition Date, M&K received a retainer in the amount
of $54,009.22 from the Debtor.  M&K shall apply such retainer to
its allowed final compensation and expense reimbursement and
return any unused portion of the Debtors.

The firm's current rate is:

   Professional                       Rates
   ------------                       -----
   Shareholders                       $425-$615
   Associates                         $280-$450
   Paralegals                              $185

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Case No.
13-16429, Bankr. D. Mass.).  Donald Ethan Jeffery, Esq., and
Harold B. Murphy, Esq., at Murphy & King, Professional
Corporation, in Boston, Massachusetts, serve as the Debtors'
bankruptcy counsel.


CENGAGE LEARNING: Disclosure Statement Approved
-----------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Cengage Learning's Disclosure Statement related to the Company's
Joint Plan of Reorganization.

According to documents filed with the Court, "The Debtors believe
that members of the Consenting Holders, who hold greater than 50
percent of the Debtors' largest secured and unsecured creditor
constituencies (due to the Consenting Holders' unsecured
deficiency claims), support the Plan and the Debtors' expeditious
emergence from chapter 11.

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

The Court previously scheduled a February 24, 2014 hearing to
consider the Plan.

                      About Cengage Learning

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

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

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

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

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


CHINA NATURAL: Has $727K Net Income for Q3 Ended Sept. 30
---------------------------------------------------------
China Natural Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net income of $726,763 on $32.03 million of revenues for the three
months ended Sept. 30, 2013, compared to a net loss of $1.5
million on $31.06 million of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed $307.5
million in total assets, $87.71 million in total liabilities, and
stockholders' equity of $219.78 million.

As of September 30, 2013, the Company had working capital deficit
of current liabilities exceeding current assets by $51,650,916 due
to the default of its senior notes payable.  Its Management has
taken certain action and continues to implement changes designed
to improve the Company's financial results and operating cash
flows.

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

                       http://is.gd/8PHvI9

                       About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.

The last regulatory filing listed assets as of June 30 of $29.5
million and liabilities totaling $82.5 million.


CLINICA REAL: Plan Filing Exclusivity Extended to Jan. 15
---------------------------------------------------------
Bankruptcy Judge Eddward P. Ballinger Jr. entered a stipulated
order extending the exclusivity period for the debtors Clinica
Real, LLC, and Keith Michael Stone.  The initial 120-day plan
filing period is extended to Jan. 15, 2014, with the 180-day plan
acceptance period extended to March 16, 2014, without prejudice to
the Debtors being able to request an additional exclusivity
extension.

Clinica Real filed a motion to further extend its exclusive
periods to file and obtain acceptances of a plan until March 13,
2014, and May 12, 2014, respectively.

The stipulation, which grants the Debtors a shorter extension, was
reached by the parties to avoid an objection by State Farm Mutual
Automobile Ins., Co. and State Farm Fire & Casualty Company.

Signatories to the stipulation are:

         Hilary L. Barnes, Esq.
         THE CAVANAGH LAW FIRM, P.A.
         1850 North Central Avenue, Suite 2400
         Phoenix, AZ 85004
         E-mail: hbarnes@cavanaghlaw.com
         Attorneys for State Farm

                - and -

         Mark J. Giunta, Esq.
         LAW OFFICE OF MARK J. GIUNTA
         245 West Roosevelt Street, Suite A
         Phoenix, AZ 85003
         Tel: (602) 307-0837
         Fax: (602) 307-0838
         E-mail markgiunta@giuntalaw.com
         Attorney for debtor Clinica Real

                - and -

         Cindy Lee Greene, Esq.
         CARMICHAEL & POWELL PC
         7301 N. 16th Street, Suite 103
         Phoenix, AZ 85020
         Toll Free: 877-856-7443
         Local: 623-239-4556
         Fax: 602-870-0296
         Attorney for debtor Keith Stone

                        About Clinica Real

Clinica Real, LLC, dba Clinica Real Rehabilitation & Chiropractic,
filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-20451) in
Phoenix, Arizona, on Sept. 13, 2012.  Clinica Real, doing business
as Clinica Real Rehabilitation & Chiropractic, disclosed
$10.5 million in assets and $29.8 million in liabilities.

Clinica Real has no real property.  Its largest asset is an
unliquidated claim against State Farm Mutual Automobile Insurance
Co. and State Farm Fire & Casualty Co., which the Debtor valued at
$9.75 million.  Most of the claims against the Debtor are
unsecured.  State Farm has an unsecured claim of $29 million,
which the Debtor says is disputed.

Judge Sarah Sharer Curley presides over the case.  Mark J. Giunta,
Esq., serves as the Debtor's counsel.  The petition was signed by
Keith M. Stone, member.

The U.S. Trustee has not appointed an official committee.

Keith Michael Stone filed a separate Chapter 11 petition (Bankr.
D. Ariz. Case No. 12-20452) on Sept. 13, 2012.  Mr. Stone is
represented by Cindy L. Greene, Esq., at Carmichael & Powell,
P.C., in Phoenix, Arizona.

The cases are jointly administered under Case No. 12-20451.


CUE & LOPEZ: Files Amended Schedules of Assets and Liabilities
--------------------------------------------------------------
Cue & Lopez Construction Inc. filed with the Bankruptcy Court for
the Court District of Puerto Rico its amended schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,365,000
  B. Personal Property            $9,289,336
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $5,932,081
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $775,248
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,178,338
                                 -----------      -----------
        TOTAL                    $12,654,336      $16,885,667

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

The Debtor is represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as its accountant.

The Debtor disclosed assets of $12.65 million and liabilities of
$16.66 million.  The Chapter 11 petition was signed by Frank F.
Cue Garcia, president.


DELTA PRODUCE: PACA Lawyers' Fees Can't Be Paid From Trust Funds
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that lawyers for produce suppliers aren't entitled to
payment of fees from the trust created under the federal
Perishable Agricultural Commodities Act, or PACA, according to a
federal district judge in San Antonio.

According to the report, in the bankruptcy of a produce
distributor, the bankruptcy judge tapped a lawyer to represent
suppliers with claims covered by PACA. The bankruptcy judge
authorized paying the lawyer's fees from the PACA trust fund. A
supplier whose objection was denied in bankruptcy court appealed.

U.S. District Judge David A. Ezra explained in his Sept. 27
opinion how PACA creates a trust fund to pay produce suppliers'
claims, so long as they comply with statutory requirements.

Judge Ezra disagreed with the supplier's argument that the
bankruptcy court lacked jurisdiction because property in the PACA
trust was outside the bankrupt estate. He said the bankruptcy
court possessed "related to" jurisdiction and that suppliers
waived objections by filing claims.

Citing decisions from three other courts of appeal, Judge Ezra
said that attorneys' fees made up part of the PACA claims.

Still, Judge Ezra said, the lawyer was trustee for a trust and
therefore barred from taking fees ahead of payments to suppliers.
Presumably, the lawyer could be paid by collecting extra funds
beyond those necessary to pay suppliers' claims.

The case is Kingdom Fresh Produce v. Bexar County (In re Delta
Produce LP), 12-01127, U.S. District Court, Western District Texas
(San Antonio).

Delta Produce, L.P. filed a voluntary Chapter 11 petition (Bankr.
W.D. Tex. Case No. 12-50073) on Jan. 3, 2012.  On the same day,
Superior Tomato-Avocado, Ltd. filed a voluntary Chapter 11
petition (Case No. 12-50074).  On Jan. 19, 2012, the Bankruptcy
Court entered an order directing that the two cases be jointly
administered.


DESIGNER FURNITURE: Files For Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
WBEX.COM reports that Designer Furniture Warehouse, LLC filed for
Chapter 11 Bankruptcy protection on Nov. 13.  Company officials
said DFW Furniture has requested court approval of going-out-of-
business/bankruptcy liquidation sales at nine of its eleven
locations, including its Chillicothe store, wbex.com says.

The sales will be managed for DFW Furniture by Planned Furniture
Promotions, Inc., the report notes.  According to the report,
company officials said the Huntington, West Virginia store will be
permanently closed, while the Columbus, Ohio store will continue
to operate under the direct management and control of DFW
Furniture.

WBEX.COM relates that DFW Furniture President Charles Kidder said
the company intends to work with the customers who have made
deposits prior to the Chapter 11 filing. "This was an important
aspect of the bankruptcy filing. DFW Furniture wanted this
bankruptcy to have as little negative impact our loyal customers
as possible, so we worked very closely with our legal team and the
bankruptcy court to put our customers first," wbex.com quotes
Mr. Kidder as saying.

Store customers with deposits and open orders will receive
instructions for completing their orders from DFW Furniture, the
report relays.

DFW Furniture's nine stores will be closed for a short period to
complete an inventory and prepare for the liquidation, which will
be followed by the public sale in a few weeks, company officials,
as cited by wbex.com, said.

Designer Furniture Warehouse, LLC, operates 11 stores in Ohio,
West Virginia, and Pennsylvania since 2004.


DETROIT, MI: Judge to Rule on Bankruptcy Petition on Dec. 3
-----------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that the judge
overseeing Detroit's historic bankruptcy petition set December 3
as the date for issuing his decision on whether the cash-strapped
city qualifies as bankrupt under federal law, according to a court
filing posted on Nov. 25.

According to the report, U.S. Judge Steven Rhodes will hand down
his ruling in federal bankruptcy court in Detroit at 9 a.m. EST on
that day.  A written decision will be available shortly afterward,
the court filing said.

No matter how U.S. Judge Steven Rhodes rules, it is expected that
his decision will be appealed, the report said.  Judge Rhodes also
is considering a request from one of the objectors, the American
Federation of State, County and Municipal Employees, Detroit's
largest union, which asked the judge earlier this month to allow
any appeal to go directly to the U.S. 6th Circuit Court of
Appeals, bypassing the U.S. District Court in Detroit.

Judge Rhodes' ruling will cap months of anticipation, since
Detroit filed its bankruptcy petition on July 18, the report
related.  During a nine-day trial that wrapped up on November 8,
Detroit sought to prove that it is bankrupt.

Under Chapter 9 of the federal bankruptcy code, it is Detroit's
burden to prove it is insolvent, it had proper approval to file
for bankruptcy and that it negotiated in good faith with creditors
or that negotiations were impractical, the report pointed out.

                  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: Bondholders Voice Concern Over Bankruptcy Loan
-----------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
bond investors who extended money to Detroit's sewer and water
departments are eying the fine print of Detroit's proposed $350
million bankruptcy loan to make sure they don't get stuck with the
tab.

According to the report, in court papers filed on Nov. 22, lawyers
for the bondholders asked U.S. Bankruptcy Judge Steven Rhodes for
the right to protest in the future if city leaders pursue a
repayment strategy that would "impermissibly" impair their bonds.

                 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.


DEVONSHIRE PGA: Medicare Deals Give HHS Pause Over Ch. 11 Plan
--------------------------------------------------------------
Law360 reported that the U.S. Department of Health and Human
Services balked on Nov. 25 over the Chapter 11 plan for the owner
of a retirement community and assisted-living facility within
Florida's PGA National Resort and Spa, arguing it's unclear how an
affiliate intends to deal with its Medicare agreements.

According to the report, in an objection before the Delaware
bankruptcy court, the U.S. Attorney's Office, on behalf of HHS,
argues that Devonshire PGA Holdings LLC and affiliate Chatsworth
at PGA National LLC have indicated to the government that they
wish to continue participating in the agreements.

                   About Devonshire PGA Holdings

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

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

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

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

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


EASTMAN KODAK: Files Form 10-Q for Third Quarter
------------------------------------------------
Eastman Kodak Company filed its quarterly report on Form 10-Q,
reporting net income of $1.99 billion on $563 million of net sales
for the three months ended Sept. 30, 2013, compared with a net
loss of $312 million on $660 million of net sales for the same
period last year.

Net income was $2.01 billion for the period July 1, 2013, through
Aug. 31, 2013, the "predecessor" period.  Net loss was $21 million
for the period Sept. 1, 2013, through Sept. 30, 2013, the
"successor" period.

The Company's balance sheet at Sept. 30, 2013, showed
$3.41 billion in total assets, $2.79 billion in total liabilities,
and equity of $616 million.

A copy of the Form 10-Q is available at http://is.gd/wwyN64

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


EASTMAN KODAK: Common Stock Began Trading in NYSE This Month
------------------------------------------------------------
On Oct. 29, 2013, Eastman Kodak Company filed a registration
statement on Form 8-A to register the common stock of the Company
(the "Common Stock"), par value $0.01 per share, issued pursuant
to the Company's First Amended Joint Chapter 11 Plan of
Reorganization under Section 12(b) of the Securities Exchange Act
of 1934.  On Oct. 30, 2013, the New York Stock Exchange, Inc.,
certified the Common Stock for listing and registration, at which
point such registration statement on Form 8-A became effective.
On Nov. 1, 2013, the Common Stock began trading on the NYSE.

The Company now also intends to list the 125% Warrants and the
135% Warrants on the NYSE.  Accordingly, this registration
statement registers, under Section 12(b) of the Act, the 125%
Warrants and the 135% Warrants.

A copy of the Form 8-A, filed Sept. 3, 2013, is available at:

                        http://is.gd/K7LE4I

A copy of the Form S-8, filed Sept. 3, 2013, is available at:

                        http://is.gd/UlZvnD

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


ELBIT IMAGING: Provides Updates on Liquidity Situation
------------------------------------------------------
Elbit Imaging Ltd.'s subsidiary, Plaza Centers N.V. has announced
that as consistently reported in Plaza's statements to
shareholders, Plaza has faced challenging market conditions for
some years.  As indicated by Plaza, these have primarily been
caused by the underlying economic situation in many of the
countries in which Plaza operates, combined with the lack of
transactional liquidity in the investment markets for assets such
as those owned by Plaza and the ongoing lack of traditional bank
financing available to real estate developers and investors.

Plaza had further elaborated that, against this background,
Plaza's management team has made considerable progress in re-
positioning its business model to ensure that it is focused on the
deleveraging of its balance sheet and the recycling of capital,
primarily through the disposal of its non-core assets.  In 2013
alone, Plaza has raised approximately EUR61 million through the
disposal of five assets and the collection of the remaining
proceeds from the transaction in the US.  In addition, Plaza has
successfully applied intensive asset management initiatives to
maximize the income generated by its portfolio of investment
assets, seeing marked improvement in its turnover, footfall and
occupancy levels (including a recently secured anchor tenant for
Torun Plaza which has leased 7 percent of the mall's space), and
has also had success in refinancing a EUR59.3 million loan secured
against one of its largest assets, Riga Plaza in Latvia.

Plaza had emphasized that it continues to manage all its assets
intensively, with a view to preparing them for sale in an
improving market supported by improving operating figures of the
assets.

However, despite ongoing efforts to progress a number of asset
disposals and complete some alternative financing transactions,
Plaza has not been able to complete these deals within a timeframe
that will enable it to meet its short term obligations towards its
bondholders, specifically an approximately EUR15 million payment
due from Plaza to its Polish bondholders on 18 November 2013 and
an approximately EUR17 million payment due from Plaza to its
Israeli bondholders on 31 December 2013.

As Plaza reported, Plaza holds approximately EUR23 million of free
cash balances while an additional approximately EUR10 million of
cash is held as restricted cash on a consolidated basis.  Plaza's
auditors, as part of an ongoing review of Plaza's 30 September
2013 financial statements which are expected to be completed in
the last week of November 2013, have notified Plaza that it is
likely that they will include an emphasis of matter paragraph in
their review report on the interim financial statements, referring
to the liquidity situation and potential impact on Plaza's ability
to continue operating as a going concern.

In light of the above, Plaza had announced that its board has
concluded that it will withhold payment on the upcoming maturities
of the bonds and approach the creditors of Plaza with a
restructuring plan in a formalized restructuring process within a
few days.  As Plaza had stated in its announcement, given the
strong balance sheet of Plaza on a going concern basis, the
restructuring plan that will be initiated by Plaza will be aimed
at resolving the present liquidity situation in order to safeguard
the continuity of Plaza and preserve value for the creditors. In
addition, Plaza had notified that in the meantime, Plaza will
refrain from incurring additional material financial liabilities.

Plaza expects that the trading of the Israeli bonds will be
suspended by the Tel Aviv Stock Exchange for a limited period.
Plaza reported that a further update will be provided in due
course.

                    Plaza Demands $5.8MM Repayment

Elbit Imaging announced that, with reference to the Strategic
Joint Venture and Shareholders Agreement entered into between the
Company and its subsidiary Plaza Centers N.V. with respect to
joint venture projects in India, it had received notice from Plaza
demanding full and immediate repayment of the consideration
(including accrued interest) paid by Plaza for the rights in the
Kochi Island project amounting to approximately EUR4.3 million
(US$ 5.8 million), due to alleged failure to timely meet certain
conditions set forth in the Agreement.  The Company principally
disagrees with Plaza's position, however, it intends to examine
the implications of the exclusion of the project from the
Agreement before responding to the crux of the matter.

                         About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

As of June 30, 2013, the Company had NIS5.80 billion in total
assets, NIS5.19 billion in total liabilities and NIS613.57 million
in shareholders' equity.

Since February 2013, Elbit has intensively endeavoured to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and according
to the demands of most of the bondholders, as well as an agreement
that was signed on March 19, 2013, between Elbit and the Trustees
of six out of eight series of bonds, Elbit is prohibited, inter
alia, from paying off its debts to the financial creditors -- and
as a result a petition to liquidate Elbit was filed, and Bank
Hapoalim has declared its debts immediately payable, threatening
to realize pledges that were given to the Bank on material assets
of the Company -- and Elbit undertook not to sell material assets
of the Company and not to perform any transaction that is not
during its ordinary course of business without giving an advance
notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and Mr.
Zisser have also notified the Company that they utterly reject the
Bank's claims and intend to appeal the Court's ruling.


EWGS INTERMEDIARY: Hires Bayshore Partners as Investment Banker
---------------------------------------------------------------
EWGS Intermediary, LLC and Edwin Watts Golf Shops, LLC, ask for
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Bayshore Partners, LLC as investment banker,
nunc pro tunc to Nov. 4, 2013.

The Debtors require Bayshore Partners to:

   (a) assist the Company with the formulation, evaluation and
       implementation of various options for a transaction;

   (b) assist the Company in preparing a written Confidential
       Information Memorandum (CIM) describing its business,
       strategy, market position, growth opportunities, and
       historical and projected financial information;

   (c) solicit and evaluate proposals from potential parties to a
       Transaction;

   (d) coordinate gathering of due diligence materials to be
       provided to selected potential parties to a Transaction;

   (e) assist in evaluating proposals received for a Transaction;

   (f) assist the Company as to the structure of a Transaction,
       including the valuation of any non-cash consideration;

   (g) participate in due diligence visits, meetings and
       consultations between the Company and interested parties to
       a Transaction;

   (h) assist, as requested, with negotiations with parties in
       interest as it relates to a potential Transaction;

   (i) assist in the negotiation, documentation, and consummation
       of a Transaction;

   (j) be available upon request to meet with the Company's Board
       of Directors/Members to discuss potential proposed
       Transactions, its financial implications and available
       options for the Company; and

   (k) provide live testimony solely in connection with the
       services enumerated in subsections (a) through (j) above.

Bayshore Partners will be paid the following fee structure:

   (a) Monthly Fees: The Debtors shall pay and Bayshore Partners
       shall earn a monthly advisory fee of $50,000, prorated for
       any partial month period, with the first payment due and
       payable commencing on Oct. 16, 2013, and each additional
       payment due and payable on the monthly anniversary of the
       effective date until the termination of the engagement
       letter.  The monthly advisory fee shall be fully earned
       upon Bayshore's receipt thereof, in advance of services
       being performed.  The monthly advisory fee shall be deemed
       paid in the ordinary course of Bayshore's and the Debtors'
       business.  Any monthly fees paid after the first four
       months of engagement will be credited against the
       transaction fee; plus

   (b) Transaction Fee: A nonrefundable cash fee deemed earned
       upon the closing of a transaction, and payable immediately
       and directly from the proceeds of such transaction or from
       the Debtors, as a necessary and reasonable cost of such
       transaction, equal to the greater of the following:

       -- $650,000, minimum transaction fee, or

       -- 2.5% of the consideration up to the amount PNC Bank
          receives in connection with a transaction, the "PNC
          Debt"; plus

       -- 3.5% of the consideration in excess of the PNC Debt.

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

Craig L. Farlie, managing director of Bayshore Partners, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court will hold a hearing on the engagement on Dec. 3, 2013,
at 2:00 p.m.  Objections, if any, were due Nov. 26, 2013, at 4:00
p.m.

Bayshore Partners can be reached at:

       Craig L. Farlie
       BAYSHORE PARTNERS, LLC
       404 East Las Olas Blvd.
       Fort Lauderdale, FL 33301
       Tel: (954) 358-3800

                      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) on Nov. 4,
2013.  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.


EWGS INTERMEDIARY: Hires Epiq Bankruptcy as Administrative Agent
----------------------------------------------------------------
EWGS Intermediary, LLC and Edwin Watts Golf Shops, LLC, seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions, LLC as
administrative agent, nunc pro tunc to Nov. 4, 2013.

The Debtors require Epiq Bankruptcy to:

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

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

   (c) gather data in conjunction with the preparation, and assist
       with the preparation, of the Debtors' schedules of assets
       and liabilities and statements of financial affairs;

   (d) generate, provide and assist with claims objections,
       exhibits, claims reconciliation, and related matters;

   (e) provide a confidential data room;

   (f) manage any distributions pursuant to a confirmed plan of
       reorganization; and

   (g) provide other claims processing, noticing, solicitation,
       balloting, and administrative services described in the
       Services Agreement, but not included in the Section 156(c)
       Application, as may be requested from time to time by the
       Debtors.

Epiq Bankruptcy will be paid at these hourly rates:

       Clerical/Administrative Support       $25-$40
       Case Manager                          $50-$90
       IT/Programming                        $65-$130
       Senior Case Manager                   $85-$125
       Director of Case Management           $145-$185
       Case Analyst                          $50-$90
       Consultant/Senior Consultant          $145-$185
       Director/Vice President Consulting      $190
       Communications Counselor                $190
       Executive Vice President                $190

Epiq Bankruptcy will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Epiq Bankruptcy shall receive a retainer in the amount of $25,000
that may be held by Epiq as security for the Company's payment
obligations under the Agreement.

Benjamin L. Schneider, senior director of Consulting Services with
Epiq Bankruptcy, assured the Court 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 engagement on Dec. 3, 2013,
at 2:00 p.m.  Objections, if any, were due Nov. 26, 2013, at 4:00
p.m.

Epiq Bankruptcy can be reached at:

       Benjamin L. Schneider
       EPIQ BANKRUPTCY SOLUTIONS, LLC
       824 N. Market Street, Suite 412
       Wilmington, DE 19801
       Tel: (302) 574-2600

                      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) on Nov. 4,
2013.  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.


EWGS INTERMEDIARY: Taps FTI Consulting as Financial Advisor
-----------------------------------------------------------
EWGS Intermediary, LLC and Edwin Watts Golf Shops, LLC, seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ FTI Consulting, Inc. as financial advisor, nunc
pro tunc to Nov. 4, 2013.

The Debtors require FTI Consulting to:

   (a) assist the Company in scenario planning and analysis;

   (b) data room population and assistance with diligence
       requests;

   (c) assist in  coordinating with other professionals,
       Investment Bankers, Attorneys, Potential Bidders;

   (d) assist in preparation of offering materials;

   (e) general financial assistance and advice in context of
       restructuring; and

   (f) other items requested and agreed by FTI Consulting.

Under the engagement letter, the Debtors and FTI Consulting agreed
that FTI Consulting fees will be based on hours incurred at a
blended rate of $525 per hour or all staff assigned, except for
one staff consultant, or his replacement, who shall be billed at
$275 per hour.  In addition, FTI Consulting will bill travel time
at 50% of time incurred.

FTI Consulting will also be reimbursed for reasonable out-of-
pocket expenses incurred.

In the 90 days preceding the petition date, FTI Consulting was
paid $109,415.97 pursuant to the prior engagement letter, which
amount reflects $98,302.17 billed to the Debtors for professional
services, $11,113.80 for out of pocket expense reimbursement.
These amounts include an estimated final pre-petition billing for
work performed through Nov. 4, 2013.  FTI Consulting has
voluntarily reduced its fees and expenses to the amounts received
prepetition and is thus not a creditor of the estate.

Keith F. Cooper, senior managing director of FTI Consulting,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Court will hold a hearing on the engagement on Dec. 3, 2013,
at 2:00 p.m.  Objections, if any, were due Nov. 26, 2013, at 4:00
p.m.

FTI Consulting ca be reached at:

       Keith F. Cooper
       FTI CONSULTING, INC.
       1201 West Peachtree St., Ste 500
       Atlanta, GA 30309
       Tel: (404) 460-6200
       Fax: (404) 460-6299
       E-mail: keith.cooper@fticonsulting.com

                      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) on Nov. 4,
2013.  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.


EWGS INTERMEDIARY: Taps Klehr Harrison as Counsel
-------------------------------------------------
EWGS Intermediary, LLC and Edwin Watts Golf Shops, LLC, seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Klehr Harrison Harvey Branzburg LLP as counsel,
nunc pro tunc to Nov. 4, 2013.

The Debtors require Klehr Harrison to:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors in possession;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved and the preparation of objections
       to claims filed against the Debtors' estates;

   (c) prepare all necessary motions, applications, answers,
       orders, reports and papers in connection with the
       administration of the Debtors' estates; and

   (d) perform all other necessary legal services in connection
       with these Chapter 11 cases.

Klehr Harrison will be paid at these hourly rates:

       Partners                   $400-$660
       Of Counsel                 $325-$400
       Associates                 $250-$385
       Paraprofessionals          $165-$195

Klehr Harrison will also be reimbursed for reasonable out-of-
pocket expenses incurred.

The Debtors advances classic retainers to Klehr Harrison as
follows: $50,000 on Oct. 10, 2013 and $195,000 on Nov. 1, 2013, in
connection with the planning and preparation of the Debtors'
Chapter 11 filings and its proposed representation of the Debtors.
The remainder of the retainer paid to Klehr Harrison and not
expended for prepetition services and disbursements, if any, will
be treated as a classic retainer and will be applied against final
invoices.

Domenic E. Pacitti, partner of Klehr Harrison, 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 engagement on Dec. 3, 2013,
at 2:00 p.m.  Objections, if any, were due Nov. 26, 2013, at 4:00
p.m.

Klehr Harrison can be reached at:

       Domenic E. Pacitti, Esq.
       KLEHR HARRISON HARVEY BRANZBURG LLP
       919 N. Market Street, Suite 1000
       Wilmington, DE 19801
       Tel: (302) 552-5511
       Fax: (302) 426-9193
       E-mail: dpacitti@klehr.com

                      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) on Nov. 4,
2013.  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.


EXCEL MARITIME: To File 'Consensual' Reorganization Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Excel Maritime Carriers Ltd., the operator of 38 dry-
bulk vessels, negotiated what it called a "consensual"
reorganization plan to be filed on Nov. 26.

According to the report, in requesting an expansion of the
exclusive right to propose a Chapter 11 reorganization, Excel said
in a court filing last week that there is agreement with the
creditors' committee and secured lenders on a revised plan to be
filed on Nov. 26.  The first iteration of a plan was filed when
the bankruptcy began on July 1.

Excel didn't say how the plan will change. There will be a hearing
on Dec. 6 to consider approval of disclosure materials explaining
the plan. If all goes well, the confirmation hearing for approval
of the plan will take place Feb. 17, Excel said in court papers.

U.S. Bankruptcy Judge Robert Drain said in a September ruling that
the initially proposed plan might never receive his approval
unless the value of the business were established in the
marketplace.

Judge Drain called for a mediator, saying that senior creditors
should consider settling with the unsecured creditors' committee.

Excel's original plan, negotiated before the bankruptcy filing,
would give ownership to secured lenders owed $771 million,
although the lenders will permit current owner Gabriel Panayotides
to maintain control at least initially and buy back the company
later.

Excel's disclosure about a revised plan was contained in a request
for an expansion of the exclusive right to propose a Chapter 11
plan. If approved at the Dec. 6 hearing, the deadline will become
Feb. 17.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to
implement a reorganization worked out before a July 1 bankruptcy
filing.  The plan will give ownership to secured lenders owed $771
million, although the lenders will allow current owner Gabriel
Panayotides to keep control, at least initially.  Unsecured
creditors with claims totaling $163 million will receive a $5
million, eight percent note for a predicted recovery of 3 percent.
Holders of $150 million in unsecured convertible notes make up the
bulk of the unsecured-claim pool.


EXCEL MARITIME: Inks Deal on Revised Debt Restructuring
-------------------------------------------------------
Peg Brickley, writing for DBR Small Cap, reported that Excel
Maritime Carriers Ltd . has come to terms with unhappy creditors
and is on course to exit bankruptcy early next year, new court
papers say.

According to the report, the shipping company plans to file a
revamped Chapter 11 bankruptcy exit plan, one that sets out terms
of a revised restructuring strategy which will end the discord
that has troubled Excel's attempt to resolve an unworkable load of
debt, company attorneys said in a filing with the U.S. Bankruptcy
Court for the Southern District of New York.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to
implement a reorganization worked out before a July 1 bankruptcy
filing.  The plan will give ownership to secured lenders owed $771
million, although the lenders will allow current owner Gabriel
Panayotides to keep control, at least initially.  Unsecured
creditors with claims totaling $163 million will receive a $5
million, eight percent note for a predicted recovery of 3 percent.
Holders of $150 million in unsecured convertible notes make up the
bulk of the unsecured-claim pool.


ESP RESOURCES: Incurs $1.3 Million Net Loss in Third Quarter
------------------------------------------------------------
ESP Resources, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.32 million on $2.38 million of net sales for the three
months ended Sept. 30, 2013, as compared with a net loss of $1.08
million on $4.08 million of net sales for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $4.66 million on $7.90 million of net sales as
compared with a net loss of $2.12 million on $13.57 million of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $5.52
million in total assets, $9.49 million in total liabilities and a
$3.97 million total stockholders' deficit.

"At September 30, 2013, the Company had cash and cash equivalents
of $52,290 and deficit working capital of $5,087,022.  The Company
believes that its existing capital resources may not be adequate
to enable it to execute its business plan.  These conditions raise
substantial doubt as to the Company's ability to continue as a
going concern," the Company stated in the Quarterly Report.

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

                         http://is.gd/tgfAWU

                         Form 10-Q Delayed

Prior to the filing of the Form 10-Q, the Company filed with the
SEC 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 said it requires additional time to
complete the review of its financial statements and disclosures in
order to complete the Form 10-Q.

                         About ESP Resources

The Woodlands, Texas-based ESP Resources, Inc., through its
subsidiaries, manufactures, blends, distributes and markets
specialty chemicals and analytical services to the oil and gas
industry and also provides services for the upstream, midstream
and downstream sectors of the energy industry, including new
construction, major modifications to operational support for
onshore and offshore production, gathering, refining facilities
and pipelines designed to optimize performance and increase
operators' return on investment.

The Company reported a net loss of $5.08 million on $18.09 million
of sales in 2012, compared with a net loss of $4.33 million on
$11.13 million of sales in 2011.


FIELD FAMILY: Has Access to Cash Collateral Until Effective Date
----------------------------------------------------------------
The Honorable Stephen Raslavich entered an interim order
authorizing Field Family Associates, LLC, to use cash collateral
through the earlier of (i) the effective date of a confirmed plan
of reorganization, and (ii) the week of Dec. 23, 2013.  This is
the seventh time the bankruptcy judge has entered an interim order
authorizing the use of cash.

Wells Fargo Bank, N.A., the lender, consented to the cash
collateral use.  The Debtor and the lender desire to enable the
continued operation of the Debtor's hotel through the use of cash
collateral, according to the order.

Monthly management fees to New-Penn Management Co., Inc., will be
limited to the actual amount actually due under the management
agreement.  Monthly payments to HLT Existing Franchise Holding,
LLC (Hilton) will be limited to the actual amount due under the
applicable agreements with the Debtor.

As adequate protection, the lender will receive replacement liens.

A further hearing to consider the Debtors' request for approval of
the use of cash collateral on a final basis is slated for Dec. 18,
2013 at 1:30 p.m.  Objections are due Dec. 16, 2013.

The lender, Wells Fargo, is represented by:

            David Ferguson, Esq.
            Brett Anders, Esq.
            POLSINELLI
            E-mail: dferguson@posinelli.com
                    banders@polsinelli.com

                        About Field Family

Field Family Associates, LLC, owns the JFK Hampton Inn, a 216-
room, limited-service hotel located at 144-10 135th Street, in
Jamaica, New York.  The hotel is located near John F. Kennedy
International Airport and, consequently, has depended to a
significant extent on business derived from air travelers.

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Wells Fargo, as assignee of CIBC, asserts secured claims of not
less than $38.9 million.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.

Field Family has filed a proposed reorganization plan that
contemplates to pay all creditors in full over time.  The Plan
will be funded from cash on hand, cash from future operations, and
a loan of $2 million from The Field Family Trust, an affiliate of
the Debtor.  Existing owners will retain control of the company.


FIELD FAMILY: Wins Confirmation of Bankruptcy-Exit Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
early last month entered an order confirming Field Family
Associates, LLC's Chapter 11 plan of reorganization.

The Plan contemplates to pay all creditors in full over time.  The
Plan will be funded from cash on hand, cash from future
operations, and a loan of $2 million from The Field Family Trust,
an affiliate of the Debtor.  Existing owners will retain control
of the company.

General unsecured claimants will receive amortized quarterly
payments equal to their allowed claim over a four-year period with
interest at the rate of one percent per annum, with the first
payment to be made on the Effective Date and on the first business
day of each quarter thereafter with the final payment to be made
on the fourth anniversary of the Effective Date.

New-Penn Management Co., Inc., will continue management of the
hotel.

The Debtor's current agreement with HLT Existing Franchise
Holding, LLC, by which it operates the Hotel as a Hampton Inn,
expires in November 2013.  The Debtor has engaged in negotiations
regarding continued operation of the hotel as a Hampton Inn.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/FIELD_FAMILY_1ds.pdf

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FIRST PHILADELPHIA: Plan Filing Exclusivity Expires Feb. 19
-----------------------------------------------------------
First Philadelphia Holdings, LLC, was granted an extension of its
exclusive periods to file and obtain acceptances of a plan until
Feb. 19, 2014, and April 21, 2014, respectively.  This is the
third time the bankruptcy court has granted the Debtor an
extension of its exclusive periods.

Judge Gloria M. Burns ruled that nothing in the order will limit
the right of 6501 NSR, LLC, to seek to shorten the exclusive
periods for cause, after notice and a hearing.

In seeking the extension, the Debtor noted that it has filed in
October an Amended Plan and disclosure statement.  The Plan
contemplates a sale of the Debtor's real estate known as 6501 New
State Street a/k/a Tacony Street, in Philadelphia, Pa.  A hearing
on the proposed auction procedures is slated for Nov. 27, 2013.

                     About First Philadelphia

First Philadelphia Holdings, LLC, is a Pennsylvania limited
liability company formed on or about March 14, 2005.  The Debtor
is headquartered in New Jersey and is in the business of owning
real estate located at 6501 New State Road a/k/a Tacony Street,
Philadelphia, Pennsylvania.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
12-39767) on Dec. 21, 2012.  The Debtor scheduled $15,000,000 in
assets and $10,346,981 in liabilities as of the Chapter 11 filing.
Judge Gloria M. Burns presides over the case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.

No official committee of unsecured creditors, trustee or examiner
has been appointed in the Debtor's Chapter 11 case.


FISKER AUTOMOTIVE: Failure Could Hit U.S. Taxpayers for Years
-------------------------------------------------------------
Tom Hals, writing for Reuters, reported that the bankruptcy of
Fisker Automotive could end up costing the U.S. government much
more than the $168 million it loaned to the maker of the Karma
plug-in hybrid sports car.

According to its bankruptcy filing on Nov. 22, Fisker owns tax
breaks worth $320 million, the report said.

Fisker's bankruptcy papers said the Southern California-based
company plans to sell its automotive operations to a business
affiliated with Hong Kong tycoon Richard Li, but it will hold on
to the tax breaks after it emerges from bankruptcy, the report
noted.

Fisker piled up some $800 million in net operating losses in
recent years, which have a future cash benefit worth approximately
$320 million, according to the bankruptcy filing, the report
related.  That lost tax revenue would add to taxpayers' pain from
Fisker's failure.

The U.S. Department of Energy extended the company a $529 million
credit line in 2009 as part of the Obama administration's efforts
to boost advanced vehicle development in the United States, the
report further related.  The credit line was frozen in 2011 before
it could be fully drawn.

                    About Fisker Automotive

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

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.


FISKER AUTOMOTIVE: Plan Seeks to Skirt Normal Auction Process
-------------------------------------------------------------
Mike Ramsey and Peg Brickley, writing for The Wall Street Journal,
reported that Fisker Automotive Inc.'s plan to sell its assets to
Hybrid Tech Group LLC, a company owned by one of the hybrid car
maker's original investors, leaves little recovery for most
creditors and seeks to skirt the normal bankruptcy-auction
process.

According to the report, the proposed sale also leaves open the
question of what will happen to the former General Motors Co.
plant in Delaware that Fisker purchased in 2010. The plant, which
was to make a plug-in hybrid car, may go with the new company or
be sold to another company, with the proceeds going to Hong Kong
businessman Richard Li's Hybrid Tech, Fisker disclosed in
documents filed with the U.S. Bankruptcy Court in Wilmington, Del.

Fisker, based in Anaheim, Calif., is scheduled to lay out its
plans in bankruptcy court on Nov. 26 to sell most of its assets to
Hybrid Tech, which purchased Fisker's defaulted U.S. Department of
Energy loan at an auction in October for $25 million, the report
related.  Fisker drew down $192 million on the $529 million
government loan before it was frozen in 2012 after the auto maker
failed to hit development milestones on the new plug-in car. By
the time of the auction in October, Fisker owed $168.5 million on
the loan, according to court papers.

Fisker, which filed for Chapter 11 protection on Nov. 22, is
seeking court approval to skip the usual bankruptcy auction
process that would invite rival bids, saying it would be a waste
of time and money due to the extensive marketing process that
began more than a year before the bankruptcy filing, the report
said.

Given Hybrid's "material advantage in any prospective sale
process" as holder of $168.5 million in top-ranking secured loans
that would have to be paid off by any rival bidder, there is no
point in going through the usual Chapter 11 competitive sale
process, attorneys for Fisker wrote in court papers, the report
further related.

                    About Fisker Automotive

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

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.


FLUX POWER: Files Form 10-Q, Had $746,000 Loss in Sept. 30 Qtr.
---------------------------------------------------------------
Flux Power Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $746,000 on $34,000 of net revenue for the three
months ended Sept. 30, 2013, as compared with a net loss of $9,000
on $76,000 of net revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.52
million in total assets, $3.72 million in total liabilities and a
$2.19 million total stockholders' deficit.

                  Going Concern/Bankruptcy Warning

"The Company has incurred an accumulated deficit of $4,724,000
through September 30, 2013 and as of September 30, 2013 had
limited cash or other working capital.  To date, the Company's
revenues and operating cash flows have not been sufficient to
sustain its operations and it has relied on debt and equity
financing to fund its operations.  The audit report dated
October 15, 2013 from the Company's independent registered public
accounting firm indicated that the Company's significant
accumulated deficit and its need to raise immediate additional
financing among other factors, raised substantial doubt about the
Company's ability to continue as a going concern."

"If we are unable to increase sale of our products or obtain
additional funding in the near future, our cash resources will
rapidly be depleted and we may be required to further materially
reduce or suspend operations, which would likely have a material
adverse effect on our business, stock price and our relationships
with third parties with whom we have business relationships, at
least until additional funding is obtained.  If we do not have
sufficient funds to continue operations, we could be required to
liquidate our assets, seek bankruptcy protection or other
alternatives that would likely result in our receiving less than
the value at which those assets are carried on our financial
statements, and it is likely that investors will lose all or some
of their investment in us," the Company said in the Quarterly
Report.

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

                       http://is.gd/RA3ana

                         About Flux Power

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

Flux Power posted net income of $351,000 on $772,000 of net
revenue for the year ended June 30, 2013, as compared with a net
loss of $2.38 million on $5.93 million of net revenue during the
prior year.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
California, issued a "going concern" qualification on the
consolidated financial statements for the year ended June 30,
2013.  The independent auditors noted that the Company has
incurred a significant accumulated deficit through June 30, 2013,
and requires immediate additional financing to sustain its
operations.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.


FURNITURE BRANDS: KPS Capital Completes Acquisition
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that KPS Capital Partners LP completed the $280 million
acquisition of Furniture Brands International Inc. approved on
Nov. 22 by the U.S. Bankruptcy Court in Delaware.

According to the report, private-equity investor KPS formed a new
company named Heritage Home Group LLC to operate the business. It
will have "the long-term support of KPS," the New York-based
company said in a statement.

                      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.


FX CONCEPTS: Assets Now Just $2 Million
---------------------------------------
Gertrude Chavez-Dreyfus, writing for Reuters, reported that FX
Concepts, once the largest currency hedge fund in the world, has
less than $2 million in assets now and $79 million in liabilities,
according to the latest court filings on Nov. 25.

According to the report, the fund filed for bankruptcy protection
more than a month ago as its assets dwindled due to market losses
and redemptions from major clients.

At its peak in 2007, the $14 billion that FX Concepts had in
assets under management made it the largest currency hedge fund in
the world, the report said.

The latest court filings showed FX Concepts has $1.62 million in
assets and about $79.2 million in liabilities, the report related.
The biggest part of those assets is a $1.61 million loan note from
FX Concepts Chairman and Chief Investment Officer John Taylor.

The filings on Nov. 25 also stated FX Concepts' income for the
past three years were $173,651.68 in 2011, $1.13 million in 2012,
and $35,785.47 from January to September 30, 2013, the report
further related.

The case is In re FX Concepts, LLC (Bankr. S.D.N.Y. Case No. 13-
13446).  The Chapter 11 Petition was filed on October 23, 2013.
The Debtor is represented by Henry P. Baer, Jr., Esq., at FINN
DIXON & HERLING, LLP.


GATEHOUSE MEDIA: Plan Confirmation Order Entered Nov. 6
-------------------------------------------------------
In a regulatory Form 8-K filing Tuesday, GateHouse Media, Inc.,
discloses that on Nov. 6, 2013, the U.S. Bankruptcy Court for the
District of Delaware entered an order confirming GateHouse Media
and its subsidiaries' prepackaged plan of reorganization.  After
the satisfaction or waiver of the conditions precedent of the
Plan, GateHouse intends to effect the transactions contemplated by
the Plan and emerge from Chapter 11 protection.

On the Effective Date of the Plan, GateHouse will be contributed
to New Media Investment Group Inc. pursuant to the Plan.
GateHouse may also enter into a new debt facility in an amount of
up to $165 million in accordance with the terms set forth in the
Plan, including a $150 million facility to fund distributions and
other payments thereunder.  In addition, Newcastle Investment
Corp., as the plan sponsor, will contribute its interest in Dow
Jones Local Media Group, Inc. (nka Local Media Group, Inc.) to New
Media pursuant to the Plan.

Under the Plan, secured debt under the 2007 Credit Facility and
certain interest rate swaps secured thereunder (collectively, the
"Secured Debt") will be extinguished and in exchange holders of
Secured Debt will receive at their election (i) cash equal to 40%
of the claim amount (the "cash-out option") and/or (ii) common
stock of New Media and the net cash proceeds, if any, of the new
debt facility (the "equity option").  GateHouse's existing common
stock will be canceled under the Plan and GateHouse's shareholders
will receive warrants to buy 5% of New Media common stock.

Pension, trade and all other unsecured claims of GateHouse are not
impaired under the Plan.

There can be no assurance that the Effective Date will not be
delayed or that it will occur at all.

A copy of the Confirmation Order and Plan is available at:

                        http://is.gd/V8xnmr

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

As of June 30, 2013, the Company had $433.70 million in total
assets, $1.28 billion in total liabilities and a $848.85 million
total stockholders' deficit.

GateHouse Media and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Case No. 13-12503, Bankr. D.Del.) on
Sept. 27, 2013.  The case is assigned to Judge Mary F. Walrath.

The Debtors are represented by Patrick A. Jackson, Esq., and
Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware.  Their financial advisor is Houlihan
Lokey Capital, Inc.  Epiq Bankruptcy Solutions, LLC, serves as
their claims and noticing agent.


GATEWAY ENERGY: Posts $26,400 Net Income in Third Quarter
---------------------------------------------------------
Gateway Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $26,471 on $1.40 million of operating revenues for
the three months ended Sept. 30, 2013, as compared with a net loss
of $2.93 million on $1.33 million of operating revenues for the
same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $419,945 on $4.19 million of operating revenues as
compared with a net loss of $3.13 million on $4.02 million of
operating revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $4.47
million in total assets, $3.58 million in total liabilities and
$882,805 in total stockholders' equity.

                         Bankruptcy Warning

"The Company is currently exploring a range of alternatives to
reduce indebtedness under the Meridian Loan Agreement and to
reduce costs, including the cost burdens of being a publicly
traded company.  Alternatives that have been considered include
continuing as a public company and using cash flow from operations
or issuances of equity and debt securities to reduce the Company's
indebtedness, effecting a going private transaction followed by a
conversion into a limited liability company treated as a
partnership for tax purposes, liquidation and selling certain
pipeline and pipeline facility assets to raise funds to, in part,
restructure and reduce the amount owed under the Meridian Loan
Agreement.  Each of these alternatives was eventually determined
to be unfeasible for the Company," the Company said in the
Quarterly Report.

"Following negotiations between the Participating Stockholders and
the Special Committee regarding the terms of the Going Private
Transaction, including the price to be paid per share of Common
Stock, the Company entered into an Agreement and Plan of Merger
with Gateway Acquisition LLC and Holdings on August 13, 2013,
pursuant to which, subject to the satisfaction of the conditions
precedent set forth therein, the Company would be merged with and
into Gateway Acquisition LLC and, in such merger, each share of
the Common Stock, subject to certain exceptions specified in the
Merger Agreement, would be converted into the right to receive
$0.0175 in cash, without interest."

"If the conditions of the Merger Agreement are not satisfied, the
Company will be unable to consummate the Going Private
Transaction.  As a result, Meridian may decide to exercise its
existing right to demand payment of its debt under the Meridian
Loan Agreement, which would have a material adverse effect on the
Company's liquidity, business and financial condition and may
result in the Company's bankruptcy or the bankruptcy of its
subsidiaries.  Furthermore, if the Company is required to pay a
significant amount to resolve the aforementioned lawsuit, it would
also have a material adverse effect on the Company's liquidity,
business and financial condition and may result in the Company's
such an event, the Company's customers, affiliates, employees,
suppliers and other key business relationships may determine that
the Company is likely to face a potential bankruptcy or liquidity
crisis and the harm to these relationships, the Company's market
share and other aspects of the Company's  business may occur
immediately."

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

                        http://is.gd/ZYBLyJ

                         Form 10-Q Delayed

The Company's quarterly report on Form 10-Q for the fiscal quarter
ended Sept. 30, 2013, was not be filed by the prescribed due date
due to unforeseen delays in the collection and review of
information and documents affecting disclosures in the Report.
The delays are due in part to the significant time and resources
that the Company's management has been devoting to consummating
the transactions contemplated by the Agreement and Plan of Merger
between Gateway Energy Corporation, Gateway Acquisition LLC and
Gateway Energy Holdings LLC, dated as of Aug. 13, 2013.

                        About Gateway Energy

Houston-based Gateway Energy Corporation is engaged in the
midstream natural gas business.  The Company owns and operates
natural gas distribution, transmission and gathering systems
located onshore in the continental United States and offshore in
federal and state waters of the Gulf of Mexico.

GENIUS BRANDS: Incurs $2.8 Million Net Loss in Third Quarter
------------------------------------------------------------
Genius Brands International, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $2.79 million on $213,010 of total
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss of $707,830 on $1.63 million of total revenues for
the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $4.28 million on $1.56 million of total revenues as
compared with a net loss of $1.89 million on $4.30 million of
total revenues for the same period a year ago.

As of Sept. 30, 2013, the Company had $1.55 million in total
assets, $4.96 million in total liabilities and a $3.41 million
total stockholders' deficit.

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

                         http://is.gd/V47wPF

                         About Genius Brands

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.


GLOBAL AVIATION: Pilots' Union Takes Seat on Creditors' Committee
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Aviation Holdings Inc., the largest charter
service for the U.S. military, filed its second Chapter 11
reorganization on Nov. 12 in Delaware and 10 days later was given
an official unsecured creditors' committee that includes the
pilots' union.

According to the report, the Air Line Pilots Association,
International, was named to the three-member committee by the U.S.
Trustee. Another of the three seats is held by parts supplier
Unical Aviation Inc.

The union came up a loser because Peachtree City, Georgia-based
Global emerged from the prior bankruptcy reorganization in
February, in the process giving workers 25 percent of the stock
plus warrants for another 15 percent.  The equity, possibly now
worthless, was in return for contract concession.

The new bankruptcy shows the parent of World Airways Inc. and
North American Airlines Inc. as having $165.2 million in secured
debt, including $39 million owing to first-lien lenders, $85
million to second-lien creditors, and $41.2 million owing on a
third-lien loan.

The second- and third-lien debts were handed out in the first
bankruptcy. Holders of that debt also have about 66 percent of the
stock, Global said in a court filing.

                  About Global Aviation Holdings

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

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

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

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

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

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

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


GLOBALSTAR INC: Files Form 10-Q, Had $205MM Net Loss in Q3
----------------------------------------------------------
Globalstar, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $204.96 million on $22.54 million of total revenue for the
three months ended Sept. 30, 2013, as compared with a net loss of
$41.18 million on $20.53 million of total revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $356.32 million on $61.71 million of total revenue as
compared with a net loss of $93.24 million on $57.25 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.38
billion in total assets, $1.12 billion in total liabilities and
$266.60 million in total stockholders' equity.

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

                        http://is.gd/QvbjUY

                          About Globalstar

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


GOLDKING HOLDINGS: Goes to Houston as Embezzlement Claimed
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy of Goldking Holdings LLC, an
independent oil and gas exploration and production company, was
transferred to Houston from Delaware amid allegations that its
former chief executive officer embezzled from the company.

According to the report, Houston-based Goldking, with 35 wells in
Texas and 12 in Louisiana, filed for Chapter 11 protection on Oct.
30 in Delaware, under whose laws it was organized.

A week later, former CEO Leonard C. Tallerine Jr. and his Goldking
LT Capital Corp. asked the judge in Wilmington, Delaware, to move
the case to Houston. U.S. Bankruptcy Judge Brendan Shannon signed
the order Nov. 20 transferring the case.

Tallerine owns 6 percent of Goldking's equity. Wayzata
Opportunities Fund II LP, the holder of secured debt and the other
94 percent of the equity, resisted the move to Texas, saying that
Tallerine "allegedly embezzled no less than $700,000 of the
debtor's cash for his own personal use."

"Mr. Tallerine denies the allegations and has filed a countersuit
against Wayzata and its officers and directors," said Stewart
Peck, Tallerine's attorney at Lugenbuhl, Wheaton Peck, Rankin &
Hubbard in New Orleans.

Tallerine argued that Goldking wasn't entitled to pick Delaware
because the company's headquarters are in Houston and its 9,000
acres of oil and gas leases are all in Texas and Louisiana. He
also said almost all unsecured creditors are in those two states
and Goldking's business isn't national.

He said Wayzata purchased the bank debt "on the eve of the
debtor's Chapter 11 filings" while arranging "to run a hasty sale
process with the apparent intent" of buying the business.

Goldking owes Wayzata about $11.6 million on a credit agreement
secured by substantially all its assets, according to court
papers. Before the case left Delaware, Judge Shannon gave interim
approval for $16.1 million in financing ultimately to be provided
by Wayzata pending a sale.

                      About Goldking Holdings

Goldking Holdings LLC, an oil-and-gas exploration company, sought
bankruptcy protection (Bankr. D. Del. Case No. 13-12820) in
Wilmington, Delaware, on Oct. 30, 2013, from creditors with plans
to sell virtually all its assets.  The case is before Judge
Brendan Linehan Shannon.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, represents the Debtors.  Lantana Oil &
Gas Partners serves as the Debtors' financial advisors.  The
Debtors' notice, claims, solicitation and balloting agent is Epiq
Bankruptcy Solutions, LLC.


GMX RESOURCES: Negotiates with Oneok Rather Than Sue, For Now
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GMX Resources Inc., an oil and gas exploration and
production company, started a lawsuit on Nov. 22 against Oneok
Inc., alleging that the pipeline operator breached a contract to
purchase and transport natural gas.

According to the report, before the day was over, both sides
agreed to negotiate until the end of December.  In the interim,
GMX agreed not to seek an injunction.

The complaint explains how Tulsa, Oklahoma-based Oneok made a
contract in March 2012 to purchase and transport gas from GMX's
wells. On Nov. 21, Oneok said it was converting the pipeline to
move gas at high pressure. The change would prevent Oneok from
taking GMX's gas.

Unable to move the gas and likewise unable to obtain permits
allowing the gas to be flared off, GMX said it would be compelled
to shut down production from the wells, in the process losing
$1.35 million a month from sales of oil and gas.

Oneok is an independent operating of natural gas gathering and
processing facilities, with 6,000 miles of pipe serving 3 million
producing acres.

The bankruptcy court has a hearing on Dec. 3 for approval of
disclosure materials explaining a revised plan based on a
settlement between senior secured noteholders and unsecured
creditors.

The lenders are to take ownership in exchange for $338 million of
the $402.4 million they're owed. For details on the plan.

The $51 million in 9 percent second-lien notes last traded on Nov.
21 for less than 1 cent, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The $48.3 million in senior unsecured notes due 2015 also traded
on Nov. 20 for less than 1 cent on the dollar, according to Trace.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.

GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla.
Case No. 13-11456) on April 1, 2013, so secured lenders can buy
the business in exchange for $324.3 million in first-lien notes.
GMX listed assets for $281.1 million and liabilities totaling
$458.5 million.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represents the
Debtors as counsel.

Looper Reed is substituted as counsel for the Official Committee
of Unsecured Creditors in place of Winston & Strawn LLP, effective
as of April 25, 2013.  The Committee tapped Conway MacKenzie,
Inc., as financial advisor.


GROWLIFE INC: Reports $1.8-Mil. Net Loss for Q3 Ended Sept. 30
--------------------------------------------------------------
GrowLife, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.8 million on $1.31 million of net revenue for the three
months ended Sept. 30, 2013, compared to a net income of $28,699
on $475,870 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $3.08
million in total assets, $2.81 million in total liabilities, and
stockholders' equity of $271,155.

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

                       http://is.gd/APJrsy

Woodland Hills, Calif.-based GrowLife, Inc., manufactures and
supplies branded equipment and expendables that promote and
enhance the experience and the quality of indoor and outdoor urban
gardening.


GUITAR CENTER: Incurs $398.6 Million Net Loss in Third Quarter
--------------------------------------------------------------
Guitar Center Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $398.66 million on $520.68 million of net sales for
the three months ended Sept. 30, 2013, as compared with a net loss
of $25.65 million on $496.23 million of net sales for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $453.03 millio on $1.55 billion of net sales as
compared with a net loss of $70.63 million on $1.51 billion of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.43
billion in total assets, $2.03 billion in total liabilities and a
$601.37 million total stockholders' deficit.

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

                       http://is.gd/aNPw24

                       About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Cal., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites.  It
operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

Guitar Center disclosed a net loss of $72.16 million in 2012, a
net loss of $236.93 million in 2011 and a $56.37 million net loss
in 2010.

                        Bankruptcy Warning

"If our cash flows and capital resources are insufficient to fund
our and Holdings' debt service obligations, we may be forced to
reduce or delay capital expenditures, sell assets or operations,
seek additional capital or restructure or refinance our and
Holdings' indebtedness.  We cannot provide any assurance that we
would be able to take any of these actions, that these actions
would be successful and permit us to meet our and Holdings'
scheduled debt service obligations or that these actions would be
permitted under the terms of our and Holdings' existing or future
debt agreements.  In the absence of such operating results and
resources, we could face substantial liquidity problems and might
be required to dispose of material assets or operations to meet
our and Holdings' debt service and other obligations.  Our senior
secured credit facilities and the indentures that govern the notes
will restrict our ability to dispose of assets and use the
proceeds from the disposition.  We may not be able to consummate
those dispositions or to obtain the proceeds which we could
realize from them and these proceeds may not be adequate to meet
any debt service obligations then due.

If we cannot make scheduled payments on our and Holdings' debt, we
will be in default and, as a result:

   * our and Holdings' debt holders could declare all outstanding
     principal and interest to be due and payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the period ended Dec. 31,
     2012.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.

As reported by the TCR on May 30, 2013, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Westlake
Village, Calif.-based Guitar Center Holdings Inc. to 'CCC+' from
'B-'.

"Our rating action reflects our view that the company's financial
commitments are not sustainable in the long term given weaker than
expected performance over the past two quarters," said credit
analyst Mariola Borysiak.


HAAS ENVIRONMENT: Has Green Light to Hire Hunyady as Auctioneers
----------------------------------------------------------------
Haas Environment, Inc., sought and obtained authorization from the
Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey to employ Hunyady Auction Company as
auctioneers.

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

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

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

Timothy D. Schwer, executive vice president of Hunyady Auction,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

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


HOT TOPIC: Moody's Cuts CFR to 'B3' & Rates $100MM Notes 'Caa2'
---------------------------------------------------------------
Moody's Investors Service downgraded Hot Topic Inc's Corporate
Family Rating to B3 from B2 and Probability of Default Rating to
B3-PD from B2-PD. Concurrently, Moody's assigned a Caa2 rating to
the proposed $100 million HoldCo PIK notes due 2019. The senior
secured notes rating was affirmed at B2. The outlook remains
stable. Upon close of the transaction, Hot Topic's CFR and PDR
will be moved to the parent company, HT Intermediate Holdings
Corp.

Proceeds from the proposed $100 million senior HoldCo PIK toggle
notes due May 2019 will be used to fund an approximately $96
million shareholder distribution and pay associated fees and
expenses. Pro-forma for the transaction, Moody's-adjusted leverage
will rise by 0.8 time to 7.4 times for the LTM period ending
8/3/2013. In Moody's view, while the additional interest payments
will weaken cash generation, Hot Topic's overall liquidity profile
remains good. However, the company is weakly positioned in the B3
rating category given its reduced financial flexibility, including
nominal free cash flow generation and interest coverage below 1
time EBITA/interest expense.

Rating actions:

Issuer: Hot Topic Inc

Corporate Family Rating, downgraded to B3 from B2

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

$355 million senior secured notes due 2019, affirmed at B2 (LGD3,
43% from LGD3, 53%)

Speculative Grade Liquidity rating of SGL-2, withdrawn

The SGL-2 rating was withdrawn since the company will not be
filing financial statements publicly.

Issuer: HT Intermediate Holdings Corp.

$100 million senior HoldCo PIK notes due 2019, assigned Caa2
(LGD6, 92%)

Stable outlook

The ratings are subject to receipt and review of final
documentation.

Summary Rationale:

The B3 Corporate Family Rating reflects the company's relatively
small scale, narrow product focus, reliance on discretionary
spending, weak credit metrics and aggressive financial policies.
The $100 million incremental debt to finance the November 2013
dividend distribution will add to Hot Topic's already high debt
balance in connection with the June 2013 leveraged buyout by
Sycamore Partners. Leverage will rise to 7.4 times lease-adjusted
debt/EBITDA and coverage will decrease to below 1 time
EBITA/interest expense on a pro-forma basis. Moody's expects that
credit metrics will improve moderately through earnings growth but
leverage will remain above 6 times and interest coverage will be
near 1.1 time through 2014. Debt repayment potential is limited by
the use of free cash flow for continued store expansion in the
Torrid concept, as well as the company's aggressive financial
policies. Notwithstanding these concerns, the rating benefits from
the relatively low fashion risk associated with the Hot Topic
concept, opportunities to grow revenues and EBITDA with the faster
growing Torrid brand, and the company's good near-term liquidity.

The stable outlook incorporates Moody's view that the company will
sustain low-single-digit comparable store sales increases,
profitable store openings, and margin expansion.

Ratings could be downgraded if the company's operating performance
shows signs of sustained weakening due to declines in consumer
discretionary spending, heightened competition, or meaningful
execution issues with the expansion of the Torrid franchise, if
the company increases its debt balances, or if liquidity erodes
for any reason. Quantitatively, ratings could be lowered with
expectations for debt/EBITDA sustained above 7.0 times or
EBITA/interest expense sustained below 1 time.

Ratings could be upgraded if the company achieves and maintains
debt/EBITDA below 6.0 times and EBITA/interest expense above 1.25
time, while maintaining good liquidity and demonstrating good
returns on investment in the Torrid store expansion. An upgrade
would also require a commitment to a more conservative financial
policy.

Hot Topic Inc headquartered in the City of Industry, CA, is a
specialty retailer primarily operating under two brands: Hot Topic
(627 stores) and Torrid (204 stores). Revenues as of August 3,
2013 were $759 million. The company has been majority-owned by
Sycamore Partners since the leveraged buyout in June 2013.


HOT TOPIC: S&P Assigns 'B' CCR & Alters Outlook to Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating with a negative outlook to HT Intermediate Holdings
Corp., the parent of Hot Topic Inc.  At the same time, S&P
assigned a 'CCC+' issue-level rating with a '6' recovery rating to
HT Intermediate Holdings Corp.'s $100 million senior PIK toggle
notes.  Standard & Poor's has reviewed its ratings on Hot Topic,
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 Hot Topic
because of the company's announced debt issue.  With S&P's
criteria review of Hot Topic complete, it has removed the UCO
designation from the ratings on this issuer.

Concurrently, S&P revised its rating outlook on Hot Topic Inc. to
negative from stable and affirmed all existing ratings on the
company, including the 'B' corporate credit rating.  The company
has stated that it will use the proceeds to fund approximately
$96 million dividend to shareholders and pay related fees and
expenses.

"The rating action reflects Hot Topic's deteriorated credit
profile as a result of increased debt to fund a dividend to the
company's shareholders," said Standard & Poor's credit analyst
Mariola Borysiak.

The negative outlook reflects Standard & Poor's view that credit
measures will remain weak over the next few quarters due to the
debt financed sponsor dividend and our expectation for only modest
profit growth amid fragile economic recovery and weak consumer
spending.


HOT TOPIC: Downgraded on Dividend to Owner
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Specialty retailer Hot Topic Inc., acquired in June
by Sycamore Partners LLC, is already making a debt-financed
dividend, prompting Moody's Investors Service to issue a
downgrade.

The City of Industry, California-based company is issuing $100
million in notes from the holding company to finance a $96 million
shareholder distribution, Moody's said. The notes will have a Caa2
rating from Moody's.

Moody's lowered the corporate rating by one grade to B3.

Even with the new debt, Moody's said the "overall liquidity
profile remains good."

The acquisition was valued at $933.5 million, according to data
compiled by Bloomberg. Hot Topic's revenue is about $760 million,
Moody's said.

The company has 627 Hot Topic stores and 204 under the Torrid
brand, Moody's said.


IGLESIA PUERTA: Has Authority to Tap Leticia Molina as Accountant
-----------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas, El Paso Division, gave authority for Iglesia
Puerta Del Cielo, Inc., to employ Leticia M. Molina, as
accountant.

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

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.


INDEPENDENCE TAX IV: Incurs $103,000 Net Loss in Third Quarter
--------------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $103,386 on $886,187 of total
revenues for the three months ended Sept. 30, 2013, as compared
with net income of $606,951 on $858,541 of total revenues for the
same period during the previous year.

For the six months ended Sept. 30, 2013, the Company reported a
net loss of $289,097 on $1.75 million of total revenues as
compared with net income of $2.56 million on $1.71 million of
total revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $8.80
million in total assets, $28 million in total liabilities and a
$19.19 million total partners' deficit.

"At September 30, 2013, the Partnership's liabilities exceeded
assets by $19,199,912, liabilities from operations exceeded assets
from operations by $9,146,236, and for the six months ended
September 30, 2013, the Partnership incurred a net loss of
$(289,097).  These factors raise substantial doubt about the
Partnership's ability to continue as a going concern," the
Partnershp said in the Report.

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

                        http://is.gd/Wsn2DB

                     About Independence Tax IV

New York-based Independence Tax Credit Plus L.P. IV is a limited
partnership which was formed under the laws of the State of
Delaware on Feb, 22, 1995.

On July 6, 1995, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership.  The Partnership
received $45,844,000 of gross proceeds from the Offering from
2,759 investors.  The Offering was terminated on May 22, 1996.

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

The Partnership is currently in the process of developing a plan
to dispose of all of its investments.  It is anticipated that this
process will take a number of years.

The Partnership reported a net loss of $967,365 on $4.2 million of
revenues in fiscal 2013, compared with net income of $970,124 on
$4.1 million of revenues in fiscal 2012.


INTERCLOUD SYSTEMS: Reports $1.51-Mil. Income for Sept. 30 Quarter
-----------------------------------------------------------------
InterCloud Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net income of $1.51 million on $16.16 million of revenues for the
three months ended Sept. 30, 2013, compared to a net loss of
$810,901 on $2.95 million of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed $58.48
million in total assets, $41.74 million in total liabilities, and
stockholders' equity of $7.06 million.

The Company had a net loss attributable to common stockholders of
approximately $1.1 million during the nine months ended September
30, 2013 and had a working capital deficit of approximately $7.4
million at September 30, 2013. The Company cannot be certain that
its operations will generate funds sufficient to repay its
existing debt obligations as they come due. The Company's failure
to repay its indebtedness and make interest payments as required
by its debt obligations could have a material adverse effect on
its operations.

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

                       http://is.gd/jp6VQk

InterCloud Systems, Inc., offers telecommunications project
infrastructure services and management. The Company provides
software, network, and infrastructure solutions to improve
business operations and enhance energy conservation.


INTERMETRO COMMUNICATIONS: Has $873,000 Net Loss for Third Quarter
------------------------------------------------------------------
InterMetro Communications, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $873,000 on $2.39 million of net revenues
for the three months ended Sept 30, 2013, compared to a net loss
of $271,000 on $5.52 million of net revenues for the same period
last year.

The Company's balance sheet at Sept 30, 2013, showed $3.24 million
in total assets, $15.06 million in total liabilities, and
stockholders' deficit of $11.82 million.

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

                        http://is.gd/wEmRDm

                          About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

InterMetro Communications disclosed net income of $699,000 on
$20.06 million of net revenues for the year ended Dec. 31, 2012,
as compared with net income of $3.61 million on $21.31 million of
net revenue in 2011.  The Company's balance sheet at March 31,
2013, showed $2.74 million in total assets, $13.97 million in
total liabilities and a $11.23 million total stockholders'
deficit.

Gumbiner Savett Inc., in Santa Monica, 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 incurred net losses in previous years, and as of
Dec. 31, 2012, the Company had a working capital deficit of
approximately $7,460,000 and a total stockholders' deficit of
approximately $10,692,000.  The Company anticipates that it will
not have sufficient cash flow to fund its operations in the near
term and through fiscal 2013 without the completion of additional
financing.


INT'L FOREIGN EXCHANGE: Sec. 341 Creditors' Meeting on Dec. 13
--------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of International Foreign
Exchange Concepts Holdings, Inc., et al., on December 13, 2013, at
2:30 p.m.  The meeting will be held at 80 Broad Street, 4th Floor,
New York, New York 10004.

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


INT'L FOREIGN EXCHANGE: Former Employee Objects to CRO Hiring
-------------------------------------------------------------
Charles Pehlivanian, by his attorneys, Shafferman & Feldman LLP,
filed a limited objection to the application of International
Foreign Exchange Concepts Holdings, Inc., and International
Foreign Exchange Concepts, L.P., for authority to (i) employ and
retain CDC Group, LLC to provide crisis management services; and
(II) employ Michael Meenan, managing director thereof, as chief
restructuring officer.

Mr. Pehlivanian is a former employee of the Debtors who is listed
in the Debtors' Petition as having a general unsecured claim, in
the amount of $100,000.

Mr. Pehlivanian expressed concerns about the necessity for the
Debtors to retain CDC and Mr. Meenan, and question the extent to
which their services will benefit the estates and at what cost to
creditors.

According to the former employee, while the Application is
voluminous and contains many general statements and much
"boilerplate" language, it does not contain sufficient detail
advising creditors of the specific role that CDC and Meenan will
have in the Debtors' Chapter 11 cases, and how their engagement
will help increase the distribution to creditors.

The scope of services to be rendered by the CDC is tasks that are
typically undertaken in Chapter 11 cases involving business
enterprises that are operational and in a restructuring mode.
However, from the papers filed with the Court in these cases, it
appears that the Debtors are in a fast paced liquidating mode, as
evidenced by the Debtors' Motion for Entry of An Order (I)
Scheduling an Emergency Hearing to Consider and Approve Bidding
Procedures, and (II) Shortening the Applicable Notice Period.

According to the Sale Motion, CDC is involved in the sale process.
However, it is not clear what services CDC will render for the
Debtors after the sale of their assets has been consummated.

Attorneys for Charles Pehlivanian can be reached at:

         Joel M. Shafferman, Esq.
         SHAFFERMAN & FELDMAN LLP
         Counsel for Charles Pehlivanian
         18 East 41st Street, Suite 1201
         New York, NY 10017
         Tel: (212) 509-1802

                    About International Foreign

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


INT'L FOREIGN EXCHANGE: Can Employ Finn Dixon as Counsel
--------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Finn Dixon & Herling LLP as their counsel.

Henry P. Baer, Jr., Esq., is the partner at Finn Dixon who will be
primarily responsible for representing the Debtors in their
Chapter 11 cases.  Tony Miodonka, Esq. is the associate with Finn
Dixon who will be working most substantially on the Chapter 11
cases.

The firm will be paid the following hourly rates: $490 to $765 for
partners, $265 to $415 for associates, and $200 to $265 for
paralegals.  The firm will also be reimbursed for any necessary
out-of-pocket expenses.

Mr. Baer assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Prior to the Petition Date, the
Debtors paid the firm retainers in the aggregate amount of
$80,000.

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


INT'L FOREIGN EXCHANGE: Hires Withers Bergman as Tax Counsel
------------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., ask the U.S.
Bankruptcy Court to employ Withers Bergman LLP as special
corporate and tax counsel.

Jefirey A. Blomberg, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm will provide these services:

   a. provide general assistance to the Debtors with respect to
      historic transactions, including:

      -- asset and liability analyses, the 2006 and 2010 unsecured
         revenue share transactions with AMF-FXC Finance, LLC;

      -- employment agreements and non-compete agreements which
         involve one or more of the Debtors, and

      -- previous transactions with John Taylor; and

   b. analysis of tax attributes and obligations of the Debtors,
      including:

      -- determination of realization of cancellation of
         indebtedness income, if any;

      -- determination of whether any cancellation of indebtedness
         income may be excluded from income under Section 108
         of the Internal Revenue Code (as amended, the "IRC"):

      -- determination of extent of the Debtors' insolvency for
         tax purposes;

      -- determination of amount of the Debtors' tax attributes
         subject to reduction pursuant to IRC Sections 108 and
         1017;

     -- determination of the Debtors' net operating losses and
        carry forwards, if any;

     -- determination of allocation of tax items among the
        Debtors' partners, members and stockholders;

     -- determination of pre-petition and post-petition tax items;

     -- determination of pre-petition and post-petition tax filing
        requirements; and

     -- advising the Debtors on application of stay of collection
        to any pending or post-petition tax collection activities.

The firm's hourly rates are:

        Professionals                  Rates
        -------------                  -----
        Partners                $625/hour to $825/hour
        Counsel/Associates      $375/hour to $745/hour
        Senior Paralegals                    $315/hour

From September 4, 2013 through October 11,2013, the Debtors paid
Withers retainers in the aggregate amount of $110,000,' which
retainers were and will be applied on account of fees for
professional services and actual out of pocket costs and expenses
incurred in representing the Debtors in the contemplation of and
in connection with these Chapter 11 cases.

While Withers holds a substantial claim against the Debtors for
work completed prior to the Petition Date (as set forth in the
Debtors' respective lists of 20 largest creditors.

Withers is currently owed over $90,000 from by the Debtors.
However, the Debtors said in court papers indicate the firm does
not represent or hold any interest adverse to the Debtors or their
estates with respect to the matters for which it would be
retained.

Proposed Counsel to Debtors can be reached at:

         Henry P. Baer, Jr.
         Tony Miodonka
         FINN DIXON & HERLING LLP
         177 Broad Street
         Stamford, CT 06901
         Tel: (203) 325-5000
         Fax: (203) 325-5001

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


JEFFERSON COUNTY: Makes Modifications to Ch. 9 Plan of Adjustment
-----------------------------------------------------------------
Jefferson County, Alabama filed with the U.S. Bankruptcy Court for
the Northern District of California a Chapter 9 Plan of Adjustment
for Jefferson County, Alabama (Dated Nov. 6, 2013), which made
certain modifications to the Chapter 9 Plan of Adjustment for
Jefferson County, Alabama (Dated July 29, 2013).

According to the Jefferson County, Alabama's omnibus reply in
support of confirmation of the Chapter 9 Plan of Adjustment for
Jefferson County, Alabama, filed Nov. 13, 2013, in addition to
restructuring a substantial amount of general obligation, school
warrant, and building authority indebtedness, the County's Plan
slashes the outstanding sewer debt from approximately $3.2 billion
to approximately $1.7 billion -- a consensual reduction of nearly
half of the outstanding principal.

"In addition to this reduction of the County's sewer debt, the
Plan replaces the defaulted 1997 Sewer Warrant Indenture with a
new financing that will give the County the flexibility it needs
to make the substantial near-term capital improvements required by
regulators while still retiring the debt in full in 40 years.  By
retiring the old debt and replacing it with the New Sewer Warrants
in a reduced principal amount, the Plan ensures that the forgiven
principal will never be reinstated or collectible while
simultaneously making it possible for the County to refinance the
lower principal amount on even more favorable terms if, as, and
when circumstances permit."

A copy of the Chapter 9 Plan of Adjustment for Jefferson County,
Alabama (Dated Nov. 6, 2013) is available at:

    http://bankrupt.com/misc/jeffersoncounty,alabama.doc2182.pdf

A copy of the Omnibus Reply in Support of Plan Confirmation is
available at:

    http://bankrupt.com/misc/jeffersoncounty,alabama.doc2203.pdf

                     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.

On Aug. 7, 2013, the Court approved the disclosure statement
explaining the Chapter 9 Plan of Adjustment for Jefferson County,
Alabama (Dated July 29, 2013).


KRANEM CORPORATION: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kranem Corporation
           aka Kranem Corp.
           fdba Learningwire.com
        560 S. Winchester Blvd., Suite 500
        San Jose, CA 95128-2500

Case No.: 13-56118

Chapter 11 Petition Date: November 25, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Stephen L. Johnson

Debtor's Counsel: Dominique Sopko, Esq.
                  DIEMER, WHITMAN & CARDOSI, LLP
                  75 E Santa Clara St. #290
                  San Jose, CA 95113
                  Tel: (408) 971-6270
                  Fax: (408) 971-6271
                  Email: dsopko@diemerwhitman.com

Total Assets: $6.40 million

Total Liabilities: $3.72 million

The petition was signed by Edward Miller, chief financial officer.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb13-56118.pdf


KRATOS DEFENSE: Moody's Keeps Ratings Despite Halt on Refinancing
-----------------------------------------------------------------
Moody's Investors Service said that the ratings of Kratos Defense
& Security Solutions, Inc. including the B3 Corporate Family
Rating and the SGL-3 Speculative Grade Liquidity rating, are
unaffected by the announced discontinuing of the proposed senior
notes refinancing.


KSL MEDIA: Files Amended Schedules of Assets and Liabilities
------------------------------------------------------------
KSL Media, Inc. filed with the Bankruptcy Court for the Central
District of California its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets         Liabilities
     ----------------             -----------      -----------
  A. Real Property                         $0
  B. Personal Property            $34,653,454
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                         $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $70,486
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $72,275,718
                                  -----------      -----------
        TOTAL                     $34,653,454      $72,346,204

                             About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.


KSL MEDIA: Files Amended List of Top Unsecured Creditors
--------------------------------------------------------
KSL Media, Inc. submitted a list that identifies its top 20
unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
ESPN                     Trade Debt             $4,255,564.94
13039 COLLECTIONS CTR
DR
CHICAGO, IL 60693

MACDONALD MEDIA          Trade Debt             $4,030,530.71
185 MADISON AVE 4TH FL
NEW YORK, NY 10016

LIFETIME TV WOMEN        Trade Debt             $1,968,541.35
111 8TH AVE. 11TH FL
NEW YORK, NY 10011

A copy of the creditors' list is available for free at:

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

                          About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.


KSL MEDIA: Can Employ Martini Iosue as Accountant
-------------------------------------------------
KSL Media, Inc. and its debtor-affiliates sought and obtained
authorization from the U.S. Bankruptcy Court for the Central
District of California to employ Martini Iosue & Akpovi as
accountant for the limited purpose of preparing an audit report
for KSL's retirement plan.

The scope of Martini Iosue's representation includes:

   (a) conducting an audit of the Retirement Plan;

   (b) preparing the audit report; and

   (c) preparing any other documents that must be filed as part of
       the independent qualified public accountant's report with
       the Form 5500 filing for the Retirement Plan.

KSL Media will pay Martini Iosue a flat fee of $20,000 for the
services.  KSL also will pay Martini Iosue in full upon the
completion of those services without further application to or
Court order.

Martini Iosue has agreed to waive its pre-petition unsecured claim
of approximately $20,289.50.

Christopher L. Passmore, partner of Martini Iosue, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                          About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.


KSL MEDIA: Court Approves Stipulation Over Hiring of Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court approved in its entirety a stipulation
between Grobstein Teeple Financial Advisory Services, LLP and
Office of the United States Trustee, regarding the modification of
an Oct. 25, 2013 court order approving KSL Media Inc.'s employment
of GTFAS as financial advisors.

Pursuant to the Court order, the Court's October 25, 2013 Order
(1) Authorizing Employment of Grobstein Teeple Financial Advisory
Services, LLP, as Debtors' Financial Advisors, Effective as of
September 11, 2013, and (2) Authorizing Grobstein Teeple Financial
Advisory Services, LLP, To Draw Down on Retainer is hereby deemed
modified to include the following provision:

"4: In any fee application filed by GTFAS, GTFAS shall
appropriately allocate its fees among the three Debtors (unless
the Debtors' estates shall have been substantively consolidated
prior to the filing of the fee application)."

Attorneys for Debtors and Debtors in Possession can be reached at:

         Jon L.R. Dalberg, Esq.
         Rodger Landau, Esq.
         Monica Rieder, Esq.
         LANDAU GOTTFRIED & BERGER LLP
         1801 Century Park East, Suite 700
         Los Angeles, CA 90067
         Tel: (310) 557-0050
         Fax: (310) 557-0056
         E-mail: jdalberg@lgbfirm.com
                 rlandau@lgbfirm.com
                 mrieder@lgbfirm.com

                       About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.


LEHMAN BROTHERS: Sues Credit Suisse Over $1-Bil. Claims
-------------------------------------------------------
Lehman Brothers Holdings Inc. has sued Credit Suisse and
affiliates, alleging they unlawfully inflated their derivatives
and guarantee claims.

In a 20-page complaint filed in U.S. Bankruptcy Court in
Manhattan, the company said Credit Suisse increased its claims by
over $1 billion in violation of the Bankruptcy Code and certain
agreements.

Credit Suisse filed 16 claims tied to its derivatives contracts
with Lehman's subsidiaries, which were terminated following their
bankruptcy filing in 2008.

Jayant Tambe, Esq., at Jones Day, in New York, said a "proper
close-out determination" of the derivatives transactions results
in a reduction of the claims to just $75 million and a receivable
to the Lehman estates of about $150 million.

"Credit Suisse deliberately constructed bankruptcy claims
designed to impose upon Lehman hundreds of millions of dollars in
costs and charges that Credit Suisse did not actually incur," the
Lehman lawyer said in the complaint.

The complaint seeks to reduce, disallow or expunge the claims.
Also named in the complaint are Credit Suisse International,
Credit Suisse Energy LLC, and Credit Suisse Securities (Europe)
Ltd.

The case is Lehman Brothers Holdings Inc., et al. vs. Credit
Suisse, et al., Case No. 13-01676 (Bankr. S.D.N.Y.).

                      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: Sues LCOR, et al., for $83-Mil. in Damages
-----------------------------------------------------------
Lehman Brothers Holdings Inc. filed a lawsuit against LCOR
Alexandria LLC and several others to recover more than $83
million in damages.

The amount includes contractual interest of almost $41 million,
and $42 million due in 2008 when LCOR terminated an interest-rate
swap transaction with Lehman's special financing unit.

Attorney for Lehman, Ralph Miller, Esq., at Weil Gotshal & Manges
LLP, in New York, said that LCOR "improperly" manipulated its
calculations related to the early termination of the swap.

According to Mr. Miller, when LCOR valued the termination
payment, it ignored both the provisions of the governing ISDA
master agreement1 and the Bankruptcy Code, which require LCOR to
value the swap on the early termination date.

The defendant also refused to pay $42 million to Lehman in
connection with the termination of the swap transaction, Mr.
Miller said in a 24-page complaint filed Nov. 21 in U.S.
Bankruptcy Court in Manhattan.

The case is Lehman Brothers Holdings Inc. vs. LCOR Alexandria
L.L.C., PTO Holdings LLC, and Does 1-10, Case No. 13-01689
(Bankr. S.D.N.Y.).

                      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: LBI, EFI End Dispute Over Transfer of $2.5-Mil.
----------------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage and
Executive Fliteways Inc. entered into a deal to end their dispute
over the transfer of more than $2.5 million made by the brokerage
before it was put under liquidation.

Under the deal, Executive Fliteways agreed to pay $150,000 and
waive any claims it has against the brokerage.  The agreement
will take effect on the date it is approved by the court
overseeing Lehman's bankruptcy case.

A full-text copy of the agreement is available without charge
at http://is.gd/LBsIse

Robert Moran, Jr., Esq., at McBreen & Kopko, in Montvale, New
Jersey, represents Executive Fliteways Inc.

Mr. Moran may be reached at:

         Robert Moran, Jr.
         McBREEN & KOPKO
         110 Summit Avenue
         Montvale, NJ 07645
         Tel: (201) 476-5400
         Fax: (201) 573-0574

                      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: Nektar $7.5-Mil. Claim vs. LBI Resolved
--------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement,
which resolves the claim of Nektar Asset Management AB against
Lehman Brothers Holdings Inc.'s brokerage.

Under the deal, Nektar Asset can assert a $7.5 million general
unsecured claim against the brokerage.  The two sides also agreed
to release all other claims tied to the transactions that gave
rise to the $7.5 million claim.  The agreement can be accessed
for free at http://is.gd/sc1Pux

                      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: Norton, 3 Others Seek $235,000 for Q3 Work
-----------------------------------------------------------
Norton Rose Fulbright LLP and four other firms filed their
applications for payment of fees and work-related expenses for
services they provided to the trustee of Lehman Brothers Holdings
Inc.'s brokerage.

The other firms are City-Yuwa Partners, Levine Lee LLP, Menaker &
Herrmann LLP and Schick & Associates LLC.

The documents show that the firms earned $235,360 in fees and
incurred $983 in expenses.  Of the total fees, Norton Rose earned
$97,221.

The fee application of Norton Rose covers the period July 31 to
Oct. 30, 2013.  The other applications cover the period Aug. 1 to
Oct. 31, 2013.

                      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.


LIFEPOINT HOSPITALS: Moody's Affirms Ba2 CFR & Ba1 Debt Ratings
---------------------------------------------------------------
Moody's Investors Service upgraded the Speculative Grade Liquidity
Rating of LifePoint Hospitals, Inc. to SGL-2 from SGL-3. Moody's
also affirmed LifePoint's existing ratings, including the Ba2
Corporate Family Rating and Ba1 debt instrument ratings. The
outlook for the ratings is stable.

However, barring any other changes in the capital structure or the
Corporate Family Rating, Moody's would likely downgrade the
company's senior debt to Ba2 if the convertible senior
subordinated notes, which mature in May 2014, are not refinanced
with subordinated debt. Further, given the increase in senior debt
associated with the most recent note offering, the addition of any
incremental senior secured or senior unsecured debt prior to the
maturity of the subordinated debt could also result in a downgrade
of the ratings on the senior debt. The lower rating would reflect
the fact that the preponderance of the company's debt would reside
at the senior creditor level at that time.

The upgrade of the Speculative Grade Liquidity Rating to SGL-2
reflects Moody's expectation that the company will have good
liquidity over the next 12 to 18 months despite the upcoming
maturity of the subordinated notes. Following LifePoint's issuance
of $700 million of unsecured notes, Moody's believes that the
company will have sufficient liquidity to address the upcoming
maturity and continue investing in the business.

The affirmation of the Ba2 Corporate Family Rating reflects
Moody's expectation that while adjusted debt to EBITDA has
increased considerably from the recent bond offering, Moody's does
not expect leverage to be sustained at this level. Moody's
believes the higher leverage makes it less likely that the company
can absorb negative developments in operating results at the
current rating level in the near term. However, Moody's believes a
portion of the proceeds of the most recent bond offering could be
used to reduce the amount of term loan debt currently outstanding.
Additionally, the upcoming maturity of the company's subordinated
notes and the benefit of incremental EBITDA from recently and soon
to be completed acquisitions offer opportunity to improve credit
metrics. Moody's believes that these developments will return
leverage to around 4.0 times by the end of 2014.

Rating upgraded:

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

Ratings affirmed:

  Senior secured revolving credit facility expiring 2017, at Ba1
  (LGD 3, 39%)

  Senior secured term loan A due 2017, at Ba1 (LGD 3, 39%)

  Senior secured term loan B due 2017, at Ba1 (LGD 3, 39%)

  Senior unsecured notes, at Ba1 (LGD 3, 39%)

  Corporate Family Rating, Ba2

  Probability of Default Rating, Ba2-PD

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 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.


LIGHTSQUARED INC: Dish Investors Ask to Exclude Ergen From Bid
--------------------------------------------------------------
Tiffany Kary & Edvard Pettersson, writing for Bloomberg News,
reported that Dish Network Inc. shareholders are asking a Nevada
judge to exclude the company's chairman and controlling
shareholder, Charlie Ergen, from the bankruptcy court auction of
LightSquared Inc.

According to the report, Ergen, who privately bought $1 billion in
LightSquared debt, has a conflict of interest, and Dish's $2.22
billion bid for LightSquared's wireless spectrum should be
overseen by an independent committee, lawyers for the shareholders
argued at a hearing on Nov. 26 in state court in Las Vegas.

"The board has completely abdicated its fiduciary duties to Ergen
and his lawyers," Mark Lebovitch, an attorney for the
shareholders, said at the hearing, the report cited.  "The
plaintiff is fighting to reempower the board through the
independent committee."

The Jacksonville Police and Fire Pension Fund said in a complaint
brought on behalf of the satellite-television provider against the
board of directors that Ergen's private purchase of LightSquared's
debt conflicts with Dish's strategic interests in the company's
assets, and that a "corporate governance breakdown" at the company
had ensued, the report related.

The pension fund said Dish had created a two-person special
committee to protect it from a "blatant conflict of interest"
between the company, which seeks to buy spectrum as part of its
business strategy, and Ergen, who "secretly made himself
LightSquared's largest creditor" by buying its debt from around
the time of its bankruptcy filing in May 2012, the report further
related.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


M.A.R. REALTY: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: M.A.R. Realty Corp.
        P.O. Box 16773
        San Juan, PR 00908-6773

Case No.: 13-09752

Chapter 11 Petition Date: November 25, 2013

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

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Isabel M Fullana, Esq.
                  GARCIA ARREGUI & FULLANA PSC
                  252 Ponce de Leon Avenue Suite 1101
                  San Juan, PR 00918
                  Tel: 787 766-2530
                  Fax: 787 756-7800
                  Email: isabelfullana@gmail.com

Total Assets: $11.16 million

Total Liabilities: $10.14 million

The petition was signed by Edwin Ramos, president.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb13-9752.pdf


MAXCOM TELECOM: Offer for $38.1B of Step-Up Notes Ends Dec. 11
--------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., disclosed early this
month it has commenced a tender offer to purchase for cash up to
an aggregate of $38,104,308 aggregate principal amount of its
outstanding Step-Up Senior Notes due 2020 from registered holders
of the Notes.  There is currently $180,353,962 in aggregate
principal amount of the Notes outstanding.  The Tender Offer is
being made pursuant to, and subject to the terms and conditions
in, the Offer to Purchase dated Nov. 8, 2013.  The principal
amount of Notes purchased in the Tender Offer is currently capped
at $38,104,308 million. Subject to certain conditions, and subject
to the Tender Cap, the Company intends to accept for purchase all
Notes validly tendered at or prior to 11:59 p.m., New York City
time, on Dec. 11, 2013 (the "Expiration Date").  Holders who
tender their Notes, will, subject to certain conditions and the
Tender Cap, receive $850 per $1,000 aggregate principal amount of
Notes (the "Tender Offer Consideration").  In addition, accrued
and unpaid interest up to, but not including, the date of payment
for the Notes accepted for purchase will be paid.  Validly
tendered Notes may be withdrawn at any time at or prior to the
Expiration Date, unless extended or earlier terminated.

D.F. King & Co., Inc. is acting as tender agent and information
agent in connection with the Tender Offer.  Any questions
regarding procedures for tendering Notes or requests for
additional copies of the Offer to Purchase and any related
documents, which are available for free and which describe the
tender offer in greater detail, should be directed to D.F. King &
Co., whose addresses and telephone numbers is:

         D.F. King & Co.
         Attention: Elton Bagley
         48 Wall Street - 22nd Floor
         New York, New York 10005
         Banks and Brokers call: (212) 269-5550
         All others: (800) 488-8035
         E-mail: maxcom@dfking.com

                           About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No.
13-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.

In September 2013, the U.S. bankruptcy court entered an order
confirming the Company's prepackaged Chapter 11 plan of
reorganization.  Confirmation of the Plan was fully-consensual:
the only class of creditors entitled to vote overwhelmingly voted
in favor of the Plan and no party objected to confirmation of the
Plan.  The Plan was declared effective in October 2013.


MANITOWOC CO: Moody's Rates $1.05-Bil. Sr. Facility Notes 'Ba1'
---------------------------------------------------------------
Moody's assigned a Ba1 rating to The Manitowoc Company, Inc's
proposed $1.05 billion Senior Facility ($500 million revolver,
$350 million Term Loan A and $200 million Term Loan B) and
upgraded the company's Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) to B1 and B1-PD from B2 and
B2-PD, respectively. The proposed $1.05 billion facility will
refinance currently outstanding facilities, as a result the rating
on the refinanced facilities will be withdrawn upon completion of
the refinancing. Moody's concurrently upgraded the rating at each
of the company's Senior Unsecured obligations to B2 from B3 and
raised Manitowoc's Speculative Grade Liquidity rating to SGL-2
from SGL-3. The Stable rating outlook reflects Moody's expectation
of stable improvement in the company's key end markets as well as
the continued application of free cash flow to debt subsequent to
the contemplated recapitalization.

Ratings Rationale:

The CFR upgrade to B1 from B2 reflects Moody's favorable business
outlook for both the Crane and Foodservice segments and
expectation of continued deleveraging over the near term offset by
the company's high leverage for the rating category. The Stable
rating outlook reflects Moody's expectation for modest but
continuing improvement in the company's credit metrics from
current levels. Pro forma for the proposed recapitalization,
Moody's anticipates 2013 year-end leverage of about 4.5x and
coverage of over 2.0x with improvement in 2014. The company has
made significant progress in diversifying its geographic base by
increasing exposure to high growth regions outside of the US and
Western Europe, with over 50% of its sales generated outside the
United States. Moody's anticipates that steady revenue growth for
both of the company's cranes and food service segments will lead
to improved profitability and cash flow and that the company will
continue to use its improved cash flows to pay down debt.

Assignments:

Issuer: Manitowoc Company, Inc. (The)

$1.05 billion Senior Secured Bank Credit Facility, comprised of a
revolver and two term loans, Assigned Ba1 (LGD2, 16%)

Upgrades:

Issuer: Manitowoc Company, Inc. (The)

Corporate Family Rating, Upgraded to B1 from B2

Probability of Default Rating, Upgraded to B1-PD from B2-PD

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

Senior Unsecured Regular Bond/Debenture Oct 15, 2022, Upgraded to
B2 (LGD5, 71%) from B3 (LGD4, 69%)

Senior Unsecured Regular Bond/Debenture Feb 15, 2018, Upgraded to
B2 (LGD5, 71%) from B3 (LGD4, 69%)

Senior Unsecured Regular Bond/Debenture Nov 1, 2020, Upgraded to
B2 (LGD5, 71%) from B3 (LGD4, 69%)

Outlook Actions:

Issuer: Manitowoc Company, Inc. (The)

Outlook, Changed To Stable From Positive

Moody's assignment of a Ba1 (LGD2, 16%) to the company's $1.05
billion senior credit facility is three notches above the CFR,
reflecting the facility's senior position in Manitowoc's capital
structure . The bank credit facility is comprised of a $500
million revolving credit facility, $350 million Term Loan A, and
$250 million Term Loan B. Both Term Loan facilities are
anticipated to require mandatory amortization with the Term Loan A
facility amortizing at a faster rate than the Term Loan B. The
senior secured bank credit facility is guaranteed by Manitowoc's
domestic subsidiaries and is secured by a is secured by a first
lien claim on all of the company's domestic assets and a 65%
pledge of foreign subsidiary capital stock. The senior secured
bank credit facility benefits from the priority of payment and the
level of unsecured notes. The B2 rating on the unsecured notes
reflect the notes' junior claim relative to the senior secured
obligations.

Manitowoc's SGL-2 Speculative Grade Liquidity rating reflects
Moody's expectation that the company will maintain a good
liquidity profile over the next twelve months. Moody's expects
that the company will rely on its revolver for intra-quarter
liquidity, particularly for its more seasonal cranes business. The
company is arranging a new $500 million facility pro forma for the
January recapitalization that is expected to be fully available.
Moody's expects that the company will use proceeds from the
proposed transaction, revolver borrowings and cash from operations
to repay its $400 million senior notes due 2018. The company's
liquidity is enhanced by its $150 million accounts receivables
securitization facility. Moody's expects the company to receive
new covenants with customary cushions in connection with the
January recapitalization and Moody's further anticipates that the
company maintains sufficient headroom under its covenants for the
next 24 months.

The ratings and/or outlook could be downgraded if EBITA/interest
decreased to less than 2.0x or Debt to EBITDA increased to over
5.5x (all numbers on a Moody's adjusted basis) or materially
weakened from current levels over the next few quarters. Were the
company to perform below expectations and experience meaningful
tightness under its covenants, the rating and/or outlook could be
adversely affected.

A ratings upgrade would be considered if leverage is expected to
improve to under 3.5 times in on a sustainable basis. EBITA
coverage of interest of over 3.0 times that was deemed to be
improving would also support positive ratings traction. A
meaningful and sustained improvement in crane sales along with
strong working capital management would also be supportive of
positive ratings action.

The stable outlook reflects Moody's anticipation of stable growth
in demand for both of the company's cranes and food service
segments which will lead to improved profitability and cash flow.
Moody's believes the company will use its improved cash flows to
pay down debt.

Manitowoc is a diversified global manufacturer with two segments,
Cranes (about 60% of sales) and Foodservice Equipment (about 40%
of sales) headquartered in Manitowoc, WI. The Crane business
manufactures engineered lift solutions, including lattice boom
crawler cranes, mobile telescopic cranes, and tower cranes for use
in residential and non-residential construction, energy,
infrastructure and general industrial end markets. The Foodservice
business manufactures commercial foodservice equipment, including
refrigeration, ice-making, cooking, and beverage dispensing
products for use in commercial food preparation applications. 2013
revenues are anticipated to exceed $4.0 billion.


MCJUNKIN RED: S&P Retains 'BB-' Rating Following $150MM Add-On
--------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB-' issue-level rating on
Houston-based McJunkin Red Man Corp.'s senior secured term loan is
based on S&P's view of the pipe, valve, and fittings distributor's
"weak" business risk and "significant" financial risk.  Key credit
factors include the company's dependence on volatile domestic
energy-based end markets and our expectation that leverage will be
about 3x EBITDA after these incremental borrowings.

Standard & Poor's has reviewed its ratings on McJunkin, 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 McJunkin because of the
company's announced incremental term loan borrowings.  With S&P's
criteria review of McJunkin complete, it has confirmed that its
ratings on this issuer are unaffected by the criteria changes.

RATINGS LIST

McJunkin Red Man Corp.
Corporate Credit Rating                  BB-/Stable/--

Rating Unchanged

McJunkin Red Man Corp.
Senior secured term loan                 BB-
  Recovery Rating                         4


MERITOR INC: Fitch Affirms 'B' IDR & 'B-' Unsecured Notes Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Meritor Inc.'s (MTOR) Issuer Default
Rating (IDR) of 'B' and its various issue ratings.  MTOR's ratings
apply to a $429 million secured revolving credit facility, a $45
million secured term loan A, and $1.1 billion in senior unsecured
notes.

Key Rating Drivers:

MTOR's ratings reflect the company's relatively strong market
position as a supplier of axles and brakes to the highly cyclical
capital goods sector. Credit protection metrics have weakened over
the past two years as demand in the global truck and industrial
equipment markets has slumped. Against this challenging backdrop,
the work that MTOR has undertaken to improve its profitability has
begun to show results, with the company's EBITDA margin rising
sequentially throughout fiscal year (FY) 2013, while revenue for
the year declined 16%. Nonetheless, MTOR's margins continue to be
relatively low for the capital goods industry. Looking ahead, the
company has embarked on a strategy called 'M2016' that it hopes
will improve financial flexibility by increasing sales, growing
margins, and reducing balance sheet obligations.

As noted, revenue declined 16% in FY2013, but the rate of decline
slowed through the course of the year as the company began to lag
the significant declines that occurred in the second half of
FY2012 (2H'12). Revenue in the 4Q'13 was down 7.8%, while revenue
in the 1Q'13 was down sharply at 23%. Revenue was down in both of
the company's segments, with economic uncertainty in virtually all
regions affecting demand in both the Commercial Truck & Industrial
and Aftermarket & Trailer segments. Revenue is currently expected
to be flat in FY2014 as global economic conditions stabilize, but
without any expected near-term catalysts to drive a meaningful
increase in global demand. Also pressuring demand in FY2014 will
be a further ramp-down of the U.S. Military's Family of Medium
Tactical Vehicles (FMTV) program, with orders projected to decline
by 55% in FY2014 after falling approximately 30% in FY2013.

MTOR has responded to the weakened market conditions by
undertaking a number of margin-enhancing initiatives over the past
two years, the most notable of which is the M2016 plan announced
in April 2013. In general, Fitch views the M2016 plan as a
positive move that will help define the company's strategic
direction over the next three fiscal years. The specific
objectives of M2016 include growing adjusted EBITDA margins
(according to MTOR's calculations) to 10%; reducing net debt
(including retirement obligations) to less than $1.5 billion; and
booking an incremental $500 million in annual revenue (at run
rate). The EBITDA margin target is for the full year FY2016 based
on an expected $4.5 billion in FY2016 revenue. Fitch notes that
the $500 million per year in incremental revenue is a gross figure
that does not account for any business that might be lost over the
next three fiscal years. It also represents booked revenue, with
about half of it not likely to be recognized until after FY2016.

Despite the weak market conditions that MTOR has faced over the
past two years, it continues to have solid financial flexibility.
The company's liquidity position at Sept. 30, 2013, was relatively
strong and included $318 million in cash and cash equivalents,
full availability of $429 million on its revolver, and a full $100
million of availability on its receivables securitization
facility. Cash obligations tied to debt maturities are minimal
until FY2015, when $84 million in notes comes due.

Free cash flow (FCF) in FY2013 was heavily negative, at $150
million, but this included $54 million in voluntary pension
contributions and $33 million in cash taxes tied to the sale of
the company's 50% interest in its Suspensys Sistemas Automotivos
Ltda. (Suspensys) joint venture. Proceeds from the Suspensys sale,
which totaled $190 million in cash and $5 million in lease
abatements, are not included in the FCF calculation, although the
proceeds were used to fund the tax payment and the pension
contribution. Also included in the FY2013 FCF calculation is $26
million of cash restructuring payments and $15 million of cash
outflows related to discontinued operations. Excluding all of the
unusual items, FCF from continuing operations in FY2013 would have
been negative $22 million. FCF in FY2014 is likely to be pressured
by continued market weakness and restructuring actions, but is
likely to be substantially improved from FY2013. Notably,
following the voluntary pension contributions made in FY2013, MTOR
is not expected to have any required contributions to its U.S.
qualified and U.K. pension plans in FY2014.

As of the end of FY2013, the face value of MTOR's balance sheet
debt stood at $1.1 billion, in line with the level at the end of
FY2012. In the 4Q'13, MTOR used a portion of the proceeds from the
Suspensys sale to make an optional prepayment on its secured term
loan A, reducing the balance on the loan to $45 million. Fitch-
calculated EBITDA declined to $203 million in FY2013 from $269
million in FY2012, as the weaker market conditions drove a decline
in both revenue and the EBITDA margin. Fitch-calculated leverage
(debt/Fitch-calculated EBITDA) rose to 5.6x from 4.2x in the year-
earlier period on the EBITDA decline. EBITDA interest coverage
declined to 1.6x from 2.8x year-over-year as well. Credit
protection metrics are likely to improve modestly in FY2014 on a
slight increase in EBITDA as margins increase slightly on roughly
flat revenue. The de-levering objective in the M2016 plan suggests
that the company will look for additional opportunities to reduce
its debt over the next three years. Fitch notes that the company
has the ability to prepay the remaining amount outstanding on its
term loan A without penalty.

Fitch's calculation of EBITDA differs from MTOR's 'Adjusted
EBITDA' calculation, primarily because Fitch's figures do not
include equity in earnings of affiliates, while MTOR's figures
include those earnings. Equity in earnings of affiliates was $42
million in FY2013, down from $52 million in FY2012. In addition to
its balance sheet debt, MTOR utilizes several off-balance-sheet
factoring programs, and these sales are not included in the
leverage figures above. As of Sept. 30, 2013, MTOR had utilized
$305 million of off-balance-sheet program availability, of which
$264 million was through committed facilities related to
receivables from AB Volvo.

The funded status of MTOR's pension plans improved in FY2013 as a
result of de-risking initiatives, higher long-term interest rates
and the aforementioned optional prepayment made in the fiscal
fourth quarter. As of Sept. 30, 2012, the company's global plans
were 80% funded, with a shortfall of $341 million. The company's
U.S. plans, however, were only 70% funded, with a projected
benefit obligation that exceeded the value of plan assets by $307
million. Although improved, the underfunded position of MTOR's
pension plans continues to weigh on the ratings, although the
company is not expected to have any required contributions in the
U.S. in FY2014 as a result of the FY2013 prepayment. In FY2013,
MTOR contributed a total of $115 million to its global plans,
including the voluntary contribution and $49 million in
contributions to non-U.S. plans. Over the longer term, rising
interest rates will help to reduce MTOR's pension contribution
requirements.

The rating of 'BB/RR1' on MTOR's secured revolver and term loan A
reflects its substantial collateral coverage and outstanding
recovery prospects, estimated in the 90% to 100% range, in a
distressed scenario. Collateral for the revolver and term loan
includes hard assets, accounts receivable, intellectual property,
and investments in certain subsidiaries. As of Sept. 30, 2013,
MTOR valued the assets backing the facility at $607 million. The
rating of 'B-/RR5' on the company's unsecured notes reflects
Fitch's expectation that recovery would be below average, in the
10% to 30% range, in a distressed scenario. The lower level of
expected recovery for the unsecured debt is due, in part, to the
substantial amount of higher-priority secured debt in MTOR's
capital structure, including the potential for a full draw on both
the secured revolver and the U.S. accounts receivable
securitization facility.

Rating Sensitivities:

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- A decline in leverage to below 4.0x for a sustained period;

-- An ability to produce positive free cash flow on a consistent
   basis;

-- An increase in margins as a result of restructuring actions.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- A material further deterioration in the global commercial truck
   or industrial equipment markets;

-- An extended period of negative operating cash flow that
   substantially reduces the company's liquidity;

-- An unexpected acquisition that leads to an increase in
   leverage;

-- An increase in debt to fund shareholder-friendly activities.

Fitch has affirmed the following ratings with a Stable Outlook:

-- IDR at 'B';
-- Secured credit facility rating at 'BB/RR1';
-- Senior unsecured rating at 'B-/RR5'.


METRO AFFILIATES: Auction Set for Dec. 11
-----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atlantic Express Transportation Corp., the fourth-
largest school-bus operator in the U.S., goes up for auction on
Dec. 11.

According to the report, it initiated a Chapter 11 reorganization
on Nov. 4 and received approval for auction and sale procedures on
Nov. 22 from the U.S. Bankruptcy Court in Manhattan.

New York City initially opposed a quick sale, saying it could
leave thousands of students, some disabled, without transportation
in January. Procedures were modified so the city's consent is
required before another operator can acquire contracts for
transporting students.

In a court filing Atlantic also said it is "taking every possible
measure to avoid an interruption in bus service."

Bids are due Dec. 6, followed by a Dec. 11 auction and a hearing
on Dec. 16 for approval of sale. If Atlantic finds a buyer who
will sign a contract to provide a floor price at the auction,
there will be a hearing on Dec. 9 for approval of so-called
stalking horse protections, including a breakup fee.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, first sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


MINT LEASING: Incurs $932,000 Net Loss in Third Quarter
-------------------------------------------------------
Mint Leasing Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $932,416 on $1.21 million of total revenues for the three
months ended Sept. 30, 2013, as compared with net income of
$49,526 on $2.24 million of total revenues for the same period a
year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.79 million on $5.67 million of total revenues as
compared with net income of $349,199 on $8.70 million of total
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $19.42
million in total assets, $21.44 million in total liabilities and a
$2.01 million total stockholders' deficit.

                        Bankruptcy Warning

"We do not currently have any commitments of additional capital
from third parties or from our sole officer and director or
majority shareholders.  We can provide no assurance that
additional financing will be available on favorable terms, if at
all.  If we choose to raise additional capital through the sale of
debt or equity securities, such sales may cause substantial
dilution to our existing shareholders and/or trigger the anti-
dilution protection of the Warrants.  If we are not able to obtain
additional funding to repay the Amended Loan and our other
outstanding notes payable and debt facilities, we may be forced to
abandon or curtail our business plan, which may cause any
investment in the Company to become worthless.  Our independent
auditor has expressed substantial doubt regarding our ability to
continue as a going concern.  If we are unable to continue as a
going concern, we may be forced to file for bankruptcy protection,
may be forced to cease our filings with the Securities and
Exchange Commission, and the value of our securities may decline
in value or become worthless," the Company said in the Report.

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

                        http://is.gd/wc19Ot

                         Form 10-Q Delayed

The Company has experienced delays in completing its quarterly
report on Form 10-Q for the quarter ended Sept. 30, 2013, as the
Company was working to complete a material transaction which had
affect the disclosures in the Quarterly Report on Form 10-Q.

                         About Mint Leasing

Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, M&K CPAS, PLLC, in Houston, Texas,
expressed substantial doubt about Mint Leasing's ability to
continue as a going concern.  The independent auditors noted that
Mint Leasing has a significant amount of debt due within the next
12 months, and may not be successful in obtaining renewals or
renegotiating its loans.

The Company reported a net loss of $238,969 on $10.0 million of
revenues in 2012, compared with a net loss of $1.6 million on
$10.8 million of revenues in 2011.


MISSION NEW ENERGY: Westcliff Trust Holds 66% of Ordinary Shares
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Westcliff Trust disclosed that as of
Oct. 10, 2013, it beneficially owned 21,136,895 ordinary shares
of Mission NewEnergy Limited reprsenting 66 percent of the shares
outstanding.  Westcliff Trust previously reported beneficial
ownership of 27,382,054 ordinary shares 71.6 percent equity stake
as of Nov. 23, 2012.  A copy of the regulatory filing is available
for free at http://is.gd/CxHlAE

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2013, showed A$20.10
million in total assets, A$32.60 million in total liabilities and
a A$12.50 million total deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MOBILESMITH INC: Posts $1.1-Mil. Net Loss in Sept. 30 Quarter
-------------------------------------------------------------
MobileSmith, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.1 million on $102,326 of total revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $1.07 million on
$29,405 of total revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.67
million in total assets, $31.59 million in total liabilities, and
stockholders' deficit of $29.92 million.

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

                       http://is.gd/O5PfPx

                      About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $1.52 million in total
assets, $31.12 million in total liabilities and a $29.59 million
total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MSD PERFORMANCE: Z Capital Makes Only Bid to Purchase Company
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Z Capital Partners LLC, as agent for secured lenders,
submitted the only bid to purchase MSD Performance Inc., a
designer and producer of ignition systems and data-acquisition
devices for race cars.

According to the report, at a hearing in U.S. Bankruptcy Court in
Delaware, MSD will seek court approval of a sale giving the lender
ownership in exchange for $78 million in secured debt.

In addition, the lender will pay $627,000 cash to cover the cost
of wrapping up the bankruptcy and $3.2 million for attorneys' fees
incurred in the Chapter 11 case, which began in early September.

The official unsecured creditors' committee and minority secured
creditors had opposed a quick sale, saying it would give rise to
tax liability required by law to be paid in full before creditors
are entitled distribution. The contract with Z Capital doesn't
obligate the purchaser to pay tax claims.

Z Capital acquired 59 percent of the senior debt, according to a
court filing.

MSD, based in El Paso, Texas, previously said a sale "may be
followed" by a conversion of the Chapter 11 case to Chapter 7,
where a trustee would complete the liquidation.

                     About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
disclosed $30,305,656 in assets and $129,242,63 is liabilities as
of the Chapter 11 filing.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.

The Official Committee of Unsecured Creditors appointed in the
case retained Blank Rome LLP as counsel, and Carl Marks Advisory
Group LLC as financial advisors.


MUNCE'S SUPERIOR: Prepetition Contempt Has Post-Bankruptcy Status
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although a contempt citation for violation of state
environmental law was assessed at least in part for activities
before bankruptcy, the entire fine was entitled to status as an
expense of the Chapter 11 reorganization, according to a Nov. 20
opinion from the U.S. Court of Appeals in Boston.

A convenience-store operator was found in violation of state law
for lack of containment systems were gasoline storage tanks to
fail. A pre-bankruptcy preliminary injunction required the company
to cure the deficiencies within two months.

The state moved for contempt when the defects weren't remedied.
Before the contempt motion was heard, the company filed for
Chapter 11 protection.

The bankruptcy court modified the automatic stay because the
proceeding was an enforcement of regulatory powers. The state
court then assessed a contempt fine of almost $200,000.  The
bankruptcy court later ruled that the entire fine was entitled to
administrative status, and the district court affirmed.

In her Nov. 20 opinion Circuit Chief Judge Sandra L. Lynch
disagreed with the company's argument that the fine was for pre-
bankruptcy conduct. In deciding the priority status for the fine,
she said it didn't matter that the violations of law began before
bankruptcy and that the preliminary injunction was made before the
Chapter 11 filing.

She said her court was not bound by decisions from sister circuits
that arguably reached different results.

The case is Munce's Superior Petroleum Products Inc. v. New
Hampshire Department of Environmental Services (In re Munce's
Superior Petroleum Products Inc.), 13-1380, U.S. Court of Appeals
for the First Circuit (Boston).

Munce's Superior Petroleum Products Inc. -- http://www.munces.com/
-- is a family owned and operated business  that has served
Northern New England.  Munce's Superior and several of its
affiliates filed for Chapter 11 reorganization (Bankr. D. N.H.
Case No. 11-10975) on March 16, 2011.

The Company listed assets of between $100,000 and $500,000, with
debts exceeding $1 million.  As part of the reorganization
proceeding, Munce's Superior reached an agreement with Northway
Bank for a new loan that will provide needed and continued working
capital.

Mark Stickney of turnaround consulting firm Spinglass Management
of Portland, Maine, was appointed chief restructuring officer for
Munce's Superior and affiliated companies.


NANOMATERIALS COMPANY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Nanomaterials Company
           aka Nanomaterials Company, LLC
        15 North Bacton Road
        Malvern, PA 19355

Case No.: 13-20261

Chapter 11 Petition Date: November 25, 2013

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Bruce I. Fox

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  O'KELLY ERNST & BIELLI, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: 215-543-7182
                  Fax: 215-391-4350
                  Email: tbielli@oeblegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nicholas V. Coppa, general manager.

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


NASH FINCH: S&P Withdraws 'B+' CCR on Merger With Spartan Stores
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B+'
corporate credit rating on Nash Finch Co.  The action follows the
company's merger with unrated Spartan Stores Inc., which was
completed on Nov. 19, 2013.  As a result of the merger, Nash Finch
is now a wholly owned subsidiary of Spartan Stores and all
outstanding debt at Nash Finch has been repaid.

Standard & Poor's has reviewed its ratings on Nash Finch, 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 Nash Finch because of the
merger.

"Spartan Stores is a regional grocery distributor and grocery
retailer operating principally in Michigan, Indiana and Ohio. Nash
Finch also operates food distribution segment and retail stores
located primarily," said credit analyst Mariola Borysiak.  "In
addition, Nash Finch is the largest distributor of grocery
products to U.S. military commissaries and exchanges.  The
combined company will generate more than $7 billion in revenues."

At Oct. 5, 2013, the total debt-to-EBITDA ratio for Nash Finch was
about 4.4x.  S&P calculates that on the consolidated basis the
company's pro forma debt leverage is below 4x, reflecting lower
debt leverage of Spartan Stores.  S&P anticipates the merger will
create modest cost synergies, which will allow for further
improvement of this measure for the combined entity.


OCEANSIDE MILE: In Dispute with Lender over Cash Collateral Use
---------------------------------------------------------------
Oceanside Mile LLC, dba Seabonay Beach Resort, and its secured
lender First-Citizens Bank and Trust Company continue to be at
odds over the use of cash collateral.

The Debtor is seeking a court order for continued access of the
cash collateral.  In a proposed order filed with the Court, the
Debtor wants permission to use the cash collateral through
Jan. 14, 2014, in accordance with a prepared budget, a copy of
which is available for free at:

   http://bankrupt.com/misc/OCEANSIDE_budgetdec13tojan14.pdf

The Debtor asserts that First-Citizens is adequately protected.
Among other forms of adequate protection, the Debtor asserts that
(a) there exists a substantial equity cushion protecting the value
of First-Citizens' interest in the collateral; (b) there is no
evidence that the collateral is depreciating in value; (c) the
Debtor proposes to make interest payments to First Citizens; and
(d) the proposed use of cash collateral preserves the value of the
collateral.  The Debtor further insists that it needs to use cash
to fund operations and protect creditors' interests -- as it works
a refinance of First-Citizens' loan, a sale of its Htotel or a
reorganization.

In papers filed with the Court, First-Citizens says it disagrees
with the Debtor and contends that it is not adequately protected.
The Lender believes the purported equity cushion is overstated.
Also, the Lender believes that the Debtor's cash position, which
was $14,097 as of Oct. 31, 2013, renders the Debtor
administratively insolvent on a cash basis.  The Lender also
questions the Debtor's evidence offered in support of its
valuation.

In a joint status report filed with the Court on Nov. 12, the
Debtor said it is prepared to accept an additional interim order
for at least 60 days, so long as the order is consistent with the
terms of previous interim cash collateral stipulation.  On the
other hand, First-Citizens said it will not accept an additional
interim order in excess of 30 days.

Sanford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias
Koenig & Frey LLP, represent the Debtor.

Craig H. Averch, Esq. -- caverch@whitecase.com -- and Roberto J.
Kampfner, Esq. -- rkampfner@whitecase.com -- at White & Case LLP,
represent First-Citizens.

                      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.


OSX BRASIL: Granted Bankruptcy Protection in Brazil
---------------------------------------------------
Luciana Magalhaes, writing for The Wall Street Journal, reported
that a corporate court in Rio de Janeiro granted bankruptcy
protection to shipbuilder OSX Brasil SA and two of its
subsidiaries, all controlled by former billionaire Eike Batista.

According to the report, the troubled shipbuilding company filed
for judicial recovery Nov. 11, following a similar request by
sister company oil firm OGX Petroleo e Gas Participacoes S.A.

OSX had outstanding debts of around $2.2 billion as of June 30,
including dollar- and real-denominated loans and bonds held by a
mix of banks, investors and government institutions, such as
Brazil's Merchant Marine Fund, the report said.

OSX was created to support the expected growth of the oil firm,
Mr. Batista's flagship company, which after several operational
setbacks had to discontinue the exploration of most of its oil
fields, the report related.

In a recent letter sent to Norsk Tillitsmann ASA, the Norwegian
trustee for the bondholders, OSX said that it expects to miss an
interest payment due Dec. 20 on $500 million in outstanding bonds,
the report further related.

OSX Brasil SA filed for bankruptcy protection, the second such
filing for a commodities empire that crumbled this year as losses
piled up and investor confidence plummeted.  The move on Nov. 11
at a Rio de Janeiro court follows a default and bankruptcy filing
last month for Mr. Batista's flagship oil firm OGX Petroleo e Gas
Participacoes SA, according to the WSJ report.  The firm went
public in 2008 for $4.1 billion but failed to produce nearly any
of the up to 10.8 billion barrels it claimed to have. Recently,
OGX declared several of its once promising fields were actually
duds.

OSX Brasil SA is a shipbuilder controlled by billionaire Eike
Batista.


OTELCO INC: Reports Net Income of $1.5-Mil. in Third Quarter
------------------------------------------------------------
Otelco Inc. filed its quarterly report on Form 10-Q, reporting net
income of $1.5 million on $19.0 million of revenues for the three
months ended Sept. 30, 2013, compared with net income of $316,000
on $24.4 million of revenues for the same period last year.

The Company reported net income of $109.3 million on $59.6 million
of revenues for the nine months ended Sept. 30, 2013, compared
with a net loss of $126.9 million on $74.5 million of revenues for
the corresponding period of 2012.

Reorganization items were ($940,000) for the three months ended
Sept. 30, 2013, and $109.3 million for the nine months ended
Sept. 30, 3013.

The Company's balance sheet at Sept. 30, 2013, showed
$135.1 million in total assets, $164.6 million in total
liabilities, and a stockholders' deficit of $29.5 million.

A copy of the Form 10-Q is available at http://is.gd/SMpKhi

Otelco Inc. disclosed in a press release Monday its results for
the third quarter ended Sept. 30, 2013.

""Third quarter 2013 results produced Adjusted EBITDA of
$7.3 million," said Mike Weaver, President and Chief Executive
Officer of Otelco.  "We invested $1.6 million in capital
equipment, returning to a more typical spending level after a year
of controlled investment during our balance sheet restructuring.

"Business access line equivalents grew in third quarter in both
our RLEC and CLEC markets," added Weaver.  "The quality of our
Hosted PBX product is gaining attention as other carriers are
exploring arrangements with Otelco to potentially white label our
product for their customers.  We expect to complete the first
installation of these wholesale customers in November, expanding
our enterprise marketing footprint.  Our capital equipment
investments continue to increase our capabilities to provide the
higher data speeds our customers require to meet their expanding
needs.

"We made our first scheduled principal payment of $1.7 million on
our new senior credit facility, completed the payment of our
remaining restructuring expenses, and ended the third quarter with
$10.4 million in cash, down only $0.8 million from the previous
quarter. An additional required principal payment of $0.3 million
was made at the end of October, reflecting the terms of our senior
credit facility as we continue to focus on reducing our leverage,"
Weaver concluded."

A copy of the press release is available at http://is.gd/ue8HHf

                         About Otelco Inc.

Oneonta, Alabama-based Otelco Inc. operates eleven rural local
exchange carriers ("RLECs") serving subscribers in north central
Alabama, central Maine, western Massachusetts, central Missouri,
western Vermont and southern West Virginia.

On March 24, 2013, the Company and each of its direct and indirect
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-
10593) in order to effectuate their prepackaged Chapter 11 plan of
reorganization -- a plan that already has been accepted by 100% of
the Company's senior lenders, as well as holders of over 96% in
dollar amount of Otelco's senior subordinated notes who cast
ballots.  Otelco's restructuring plan will strengthen the Company
by deleveraging its balance sheet and reducing its overall
indebtedness by approximately $135 million.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.

Otelco on May 24 disclosed that it has emerged from bankruptcy and
completed its balance sheet restructuring process, including an
extension of its senior credit facility.  The Court confirmed the
Plan on May 6.


OVERSEAS SHIPHOLDING: Reports $960,000 Net Income in Third Quarter
------------------------------------------------------------------
Overseas Shipholding Group, Inc., filed its quarterly report on
Form 10-Q, reporting net income of $960,000 on $267.3 million of
shipping revenues for the three months ended Sept. 30, 2013,
compared with a net loss of $25.8 million on $297.5 million of
shipping revenues for the same period last year.

The Company reported a net loss of $190.9 million on
$742.9 million of shipping revenues for the nine months ended
Sept. 30, 2013, compared with a net loss of $115.3 million on
$881.2 million of shipping revenues for the corresponding period
of 2012.

Reorganization Items, net was $14.7 million for the three months
ended Sept. 30, 2013, and $236.8 million for the nine months ended
Sept. 30, 2013.

EBITDA was $47 million and $48 million for the three months ended
Sept. 30, 2013, and 2012, respectively.

EBITDA was a loss of $66 million for the nine months ended
Sept. 30, 2013, compared to EBITDA of $103 million for the nine
months ended Sept. 30, 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$3.99 billion in total assets, $3.62 billion in total liabilities,
and equity of $373 million.

A copy of the Form 10-Q is available at http://is.gd/8hQCrj

                  About Overseas Shipholding

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.


PACIFIC GOLD: Posts $789,200 Net Income for Third Quarter
---------------------------------------------------------
Pacific Gold Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net
income of $789,200 for the three months ended Sept. 30, 2013,
compared to a net loss of $2.58 million on $82,457 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
stockholders' deficit of $2.05 million.

As of September 30, 2013, the Company had an accumulated deficit
of $43,755,399, negative working capital of $2,876,832, and
negative cash flows from the nine months ended September 30, 2013
of $585,387, raising substantial doubt about its ability to
continue as a going concern. During the nine months ended
September 30, 2013, the Company financed its operations through
the sale of securities sale of mining claims, and issuance of
debt.

A copy of the Form 10-Q is available 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.  As of June 30,
2013, the Company had $1.39 million in total assets, $4.30 million
in total liabilities and a $2.91 million total stockholders'
deficit.

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 RUBIALES: Fitch Rates $300MM Sr. Unsecured Notes 'BB+'
--------------------------------------------------------------
Fitch rates Pacific Rubiales Energy Corp's $300 million reopening
of the company's senior unsecured notes due 2021 'BB+'. Pacific
Rubiales expects to use the proceeds to fund the acquisition of
Petrominerales Ltd. as well as for its capital investment program
and general corporate purposes.

Key Rating Drivers:

Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production. The ratings also reflect the
company's strong liquidity and adequate leverage. The company
faces developing risks associated with increasing production from
existing fields in order to offset decrease in production expected
for 2016, when the production agreement for its main producing
field expires. Pacific Rubiales' credit quality is tempered by the
company's small scale, production concentration and relatively
small reserve profile. The company also benefits somewhat from its
partnerships with Ecopetrol (rated with a 'BBB-' Issuer Default
Rating by Fitch), Colombia's national oil and gas company, which
supports Pacific Rubiales' investments and shares production.

Solid Financial Profile:

The company's ratings reflect its adequate financial profile
characterized by low leverage and strong interest and debt service
coverage. As of the last 12 months (LTM) ended Sept. 30, 2013, the
company reported leverage ratios, as measured by total net debt-
to-EBITDA and total debt-to-total proved reserves, of 0.8x and
USD6.4 per barrels of oil equivalent (boe), respectively. As of
Sept. 30, 2013, debt of approximately USD2.1 billion was composed
mostly of senior unsecured notes due 2021 and 2023. Also as of the
LTM ended Sept. 30, 2013, Pacific Rubiales reported EBITDA, as
measured by operating income plus depreciation and stock-based
compensation, of USD2.2 billion.

Piriri-Rubiales Concession Expires in 2016:

Although Pacific Rubiales' production and reserves profile has
significantly improved in recent years, the expiration of the
Piriri-Rubiales production agreement in 2016 is expected to have a
significant impact on the company's financial results. As a result
of the expiration of the production agreement in 2016, Fitch
expects Pacific Rubiales' production level for 2017 to be in line
with that of 2012 or below current production. This field
currently represents 55% of total net production, down from 75% in
2010. The company is expected to be able to replace Piriri-
Rubiales production by 2017 given the company's recent
diversification efforts and high reserve replacement ratios,
coupled with its proven track record of increasing production. The
rating does not incorporate the possibility of extending
production from this field past its expiration date. As of
December 2012, this field represented approximately 19% of the
company's total proved and probable reserves of 514 million boe;
excluding the Piriri-Rubiales resources, debt-to-reserves (1P) are
still low at approximately USD8.8 per boe.

Petrominerales Acquisition Neutral for Credit Quality:

Pacific Rubiales' intended acquisition of Petrominerales Ltd. is
expected to be credit neutral, as the transaction is believed to
marginally increase leverage and somewhat increase its production
diversification. On Sept. 29, 2013, Pacific Rubiales entered into
an agreement to acquire all outstanding common shares of
Petrominerales. The total purchase price of approximately USD1.6
billion includes a USD961 million cash payment and Pacific
Rubiales' assumption of USD697 million of debt. The company
expects to finance the acquisition using cash on hand and short-
term financing from its committed credit lines. As a result,
Pacific Rubiales' 2012 pro forma leverage would have been 1.2x
(after giving effect to the incremental debt), from approximately
the 0.7x as reported. Following the acquisition, the company
intends to divest some of Petrominerales asset, especially some
investments in pipelines in Colombia, to raise approximately
USD300 million to USD400 million of cash and reduce debt related
to the acquisition.

Improving Operating Metrics:

Operating metrics for the company have been improving rapidly and
its growth strategy is considered somewhat aggressive. During
2012, the company reserve replacement ratio was 398% and its
current 2P reserve life index is approximately 14 years using
current production levels. During the past two years the company
increased gross and net production to approximately 310,471 boe/d
and 127,728 boe/d, respectively, from approximately 235,796 boe/d
and 92,611 boe/d as of June 2012. As of December 2012, Pacific
Rubiales' proved (1P) and proved and probable (2P) reserves, net
of royalties, amounted to approximately 336 million and 514
million bbls, respectively. The company's reserves are composed of
heavy crude oil (59%) and natural gas and light and medium oil
(41%). Pacific Rubiales has a significant number of exploration
prospects which will require significant funds to develop. In the
short term, the company plans to devote its efforts to develop the
Quifa, Sabanero and CPE-6 blocks, which surround and are near the
Piriri-Rubiales block.

Capex to Pressure Free Cash Flow:

Free cash flow (FCF; cash flow from operations less capital
expenditures and dividends) has been negative given the company's
growth strategy. Pacific Rubiales' significant capital expenditure
plans over the next few years could continue to pressure FCF in
the near term. Increasing production at the Piriri-Rubiales and
the surrounding Quifa block are expected to account for the bulk
of the company's capital expenditure, which is expected to be
approximately USD6.5 billion between 2012 and 2016, excluding the
Petrominerales acquisition. By the year 2017 and after the
expiration of the Piriri-Rubiales concession, leverage could
increase to approximately 1.0x to 1.5x as a result of the decrease
in production and lower oil prices considered under Fitch's base
case scenario.

Strong Liquidity Position:

The company's current liquidity position is considered strong,
characterized by strong cash flow generation and manageable short-
term debt obligations. As of Sept. 30, 2013, cash on hand amounted
to approximately USD376 million, while short-term debt was USD189
million. The company also has two revolver credit facilities
totaling USD700 million and as of Sept. 30, 2013, it had drawn
down approximately USD92 million.

Rating Sensitivities:

A rating downgrade would be triggered by any combination of the
following events: sustained adjusted leverage above 2x, driven by
increase in debt for exploration combined with a low success rate
of discoveries; an increase in royalties that significantly
cripples the company's financial profile (no changes in royalties
are expected in the near future); and/or a decline in production
and reserves. Pacific Rubiales' ratings could also be pressured if
the company fails to increase production to replace the
significant contribution of the Pirir-Rubiales field by the time
the concession expires.

Although a positive rating action is unlikely in the medium term
given the current developing risks associated with the company,
factors that could result in a positive rating action include
increased diversification of the production profile, consistent
growth in both production and reserves, and positive FCF
generation.


PACIFIC RUBIALES: S&P Keeps BB+ Unsec. Notes After $300MM Add-on
----------------------------------------------------------------
Standard & Poor's Rating Services Ratings said its 'BB+' issue
rating on Toronto-based oil and gas producer Pacific Rubiales
Energy Corp.'s senior unsecured notes remains unchanged following
the announced $300 million add-on to the 2021 notes.  This add-on
increased the notes' outstanding balance to $600 million.
Proceeds will be used to fund Petrominerales' acquisition.

"The 'BB+' rating on Pacific Rubiales is derived from our anchor
of 'bb+', based on our "fair" business risk and "intermediate"
financial risk profile assessments for the company, and no rating
impact derived from the rating modifiers.  The company's "fair"
business risk profile is primarily based on on its smaller scale
compared with its investment-grade peers and its revenue
concentration in Rubiales and Piriri blocks, whose concessions
expire in 2016.  However, the company has been diversifying its
current portfolio and increasing its production and total proved
plus probable reserves.  The Petrominerales' acquisition would
help to increase Pacific Rubiales' current production and proved
reserves by 15% and 30%, respectively," S&P said.

Pacific Rubiales' "intermediate" financial risk profile is based
on S&P's expectations that  although its debt will increase, with
pro forma debt to EBITDA expected at about 1.5x at the end of
2013, it would  improve to less than 1.2x in 2014 under S&P's base
case, mostly as a result of the increased production and lower
operating costs.

Ratings List

Pacific Rubiales Energy Corp.
Corporate credit rating                   BB+/Stable/--
Senior Unsecured


PALM BEACH COMMUNITY: Files Amended Schedules of Assets & Debts
---------------------------------------------------------------
Palm Beach Community Church, Inc. filed with the Bankruptcy Court
for the Southern District of Florida its amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,700,000
  B. Personal Property            $1,921,148
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,321,225
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $11,300
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $105,032
                                 -----------      -----------
        TOTAL                    $14,621,148      $11,437,557

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
disclosed total assets of $15.55 million and total liabilities of
$11.43 million.


PATHEON INC: S&P Puts 'B+' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's has reviewed its ratings on Patheon, 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 Patheon because of the
company's announced transaction.  With S&P's criteria review of
Patheon complete, it is placing ratings on the North Carolina-
based pharmaceutical contract research services provider,
including the 'B+' corporate credit rating and 'B+' senior secured
issue-level rating, on CreditWatch with negative implications.
The '3' recovery rating on Patheon's senior secured credit
facility is unaffected.

"The CreditWatch listing follows the company's announcement that
it will be taken private by majority shareholder JLL Partners and
combined with the pharmaceutical products business of Dutch
chemical company Royal DSM in a transaction that we expect will
materially increase leverage," said credit analyst Shannan Murphy.
"The combined company's capital structure will include a new,
$1.15 billion term loan, $500 million in new notes, and a
$200 million pay-in-kind (PIK) seller note.  Patheon's existing
$575 million term loan B is expected to be repaid as part of the
transaction."

"We will resolve our CreditWatch listing based on final review of
the financial and business risk implications of the planned
acquisition and going private transaction.  From a business risk
standpoint, significant factors that we will be analyzing include
the impact of the acquisition of the Royal DSM business on the
combined company's competitive position as well as integration
risk.  To determine our final financial risk score, we will assess
the rate at which we expect the company achieve synergies, as well
as the likely financial policies of the sponsor-owned company on a
going-forward basis," S&P noted.

Importantly, S&P will determine the financial policy of the new
organization, including the probability of deleveraging following
two significant debt-financed acquisitions within one year.  S&P
is unlikely to affirm its rating at 'B+' unless it believes that
the business risk profile on the combined business is better than
weak and the company is likely to reduce and sustain leverage
below 5x within one year of transaction close.  To the extent that
S&P concludes the company will likely sustain leverage above 5x,
downside risk is likely limited to one notch.

In the unlikely event that the transaction falls through, S&P will
continue to evaluate Patheon's shift toward an aggressive growth
strategy as a key determinant in the final corporate credit
rating.


PATRIOT COAL: Royal Brass's $25K Claim Transferred to TRC
---------------------------------------------------------
A notice of partial transfer of claim other than for security was
made in the Chapter 11 cases of Patriot Coal Corporation, et al.,
to wit:

Debtor                              Patriot Coal Corp.
Case No.                            12-51502
Transferee                          TRC Master Fund LLC
Transferor                          Royal Brass & Hose Inc.
Amount of Administrative Claim      $93,479.05
Amount of Claim Being Transferred   $25,086.72
Claim #                             444
Transfer Date                       Nov. 22, 2013
Docket Entry                        5053 (11/22/13)

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


PATRIOT COAL: Enters Into Settlement With Drummond on Claims
------------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Missouri to approve a settlement
agreement with Drummond Coal Sales, Inc., regarding the amount and
allowance of two proofs of claim filed by Drummond Coal Sales
against Patriot Coal and Patriot Coal Sales LLC ("PCS") on
Dec. 14, 2013, which claims have been assigned (i) GCG Claim Nos.
3672 and 43643 and (ii) E.D. Mo. Claim Nos. 2302 and 2303,
pursuant to the Court's Settlement Procedures Order dated Feb. 13,
2013.

In full and final satisfaction of the Claims, the parties agreed:

  -- GCG Claim No. 3672 (E.D. Mo. Claim No. 2302), filed in the
amount of $29,550,000, will be allowed as a general unsecured
claim in the amount of $15,000,000 against Patriot Coal and
disallowed otherwise.

  -- GCG Claim No. 3673 (E.D. Mo. Claim No. 2303), filed in the
amount of $29,550,000, will be allowed as a general unsecured
claim in the amount of $15,000,000.00 against PCS and disallowed
otherwise.

  -- Any vote by the Claimant to accept or reject the Debtors'
Third Amended Joint Plan of Reorganization will be tabulated
accordingly, regardless of the amount pre-printed on any ballot
served on the Claimant or the status of the approval of the
Agreement at the time of the Claimant's execution of a ballot.

A copy of the Proposed Settlement Agreement is available at:

        http://bankrupt.com/misc/patriotcoal.doc5057.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


PATRIOT COAL: Enters into Settlement of United Leasing Claims
-------------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court fo
the Eastern District of Missouri to enter an order request that
the Court enter an order, pursuant to 11 U.S.C. Section 365(b) and
Fed. R. Bankr. P. 9019, authorizing the Debtors to assume a
certain unexpired equipment lease and lease schedules related
thereto and approving the settlement of certain related pre-
petition claims of United Leasing, Inc.

Debtor Patriot Leasing Company LLC and United Leasing are parties
to a Master Lease Agreement, dated July 15, 2011, and numerous
schedules thereto, whereby the Debtors lease certain equipment
from United Leasing.

As of the Petition Date, the Debtors were current on their
obligations to United Leasing.

According to the Motion, the Debtors and United Leasing have
negotiated a settlement of United Leasing's claims whereby the
Debtors will assume the Agreement, allowing them to retain the
Equipment that is essential to their operations, and reduce the
rejection damages claimed by United Leasing.

A copy of the Motion is available at:

       http://bankrupt.com/misc/patriotcoal.doc5060.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


PATRIOT COAL: Can Convey Leased Interests in W. Ky. to Alliance
---------------------------------------------------------------
In an order dated Nov. 25, 2013, the U.S. Bankruptcy Court for the
Eastern District of Missouri authorized Patriot Coal Corporation,
et al.'s entry into an agreement with Alliance Resource
Properties, LLC, and Alliance Resource Partners, L.P.

The Debtors will convey their interests in certain surplus owned
and leased coal reserves in Western Kentucky to Alliance for $6.5
million in up-front cash consideration along with future royalty
payments.

A summary of the key terms of the Alliance Transaction is
available at http://bankrupt.com/misc/patriotcoal.doc4986.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


PEDEVCO CORP: Incurs $2.06-Mil. Net Loss in Sept. 30 Quarter
------------------------------------------------------------
PEDEVCO Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.06 million on $198,768 of revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $8.47 million on
$175,183 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $28.77
million in total assets, $14.69 million in total liabilities, and
stockholders' equity of $14.08 million.

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

                       http://is.gd/YAYFQ7

Danville, Calif.-based PEDEVCO Corp. is an energy company engaged
in the acquisition, exploration, development and production of oil
and natural gas resources in the United States, with a primary
focus on oil and natural gas shale plays and a secondary focus on
conventional oil and natural gas plays.  Its current operations
are located primarily in the Niobrara Shale play in the Denver-
Julesburg Basin in Morgan and Weld Counties, Colorado, the Eagle
Ford Shale play in McMullen County, Texas, and the Mississippian
Lime play in Comanche, Harper, Barber and Kiowa Counties, Kansas.
It also holds an interest in the North Sugar Valley Field in
Matagorda County, Texas, though it considers this a non-core
asset.


PGA FLYOVER: Liquidating Plan With Amended BBX Deal Approved
------------------------------------------------------------
Bankruptcy Judge Erik P. Kimball entered a corrected order
confirming PGA Flyover Corporate Park LLC's Amended Chapter 11
Plan of Liquidation dated June 26, 2013, as amended by an
amendment to an agreement with the Debtor's largest creditor.

A copy of the new confirmation order is available for free at:

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

The Court approved an amendment to the confirmation order after
being advised that the agreement with BBX Capital Asset
Management, LLC, incorporated into the Plan has been amended in a
manner that does not impact any creditor other than BBX.

The Court conducted a confirmation hearing on the Plan in July
2013.  However, due to a dispute between the Debtor and BBX, the
actual order memorializing the Court's ruling at the confirmation
hearing was not immediately entered.

The Debtor explains, "During this gap period, a dispute arose
between the Debtor and BBX as a result of [Daniel S.] Catalfumo's
failure to make the $25 million payment and to fully collateralize
the $5 Million Obligation by Aug. 20, 2013, as required under the
Original June 7, 2013 Settlement Agreement, and certain alleged
actions on the part of BBX that the Debtor and Catalfumo assert
impaired or impeded timely performance.  In connection with that
dispute, the Debtor filed a motion to extend the Aug. 20, 2013
deadline for the payment of the $25 million of the settlement cash
proceeds under the Original Settlement Agreement [ECF No. 144] and
BBX filed a motion to enforce the Settlement Agreement and for
entry of an Order dismissing the Debtor's bankruptcy case with
prejudice [ECF No. 155].

"On Oct. 11, 2013, and Oct. 21, 2013, the parties attended a
further Judicial Settlement Conference with Judge [Paul G.] Hyman.
After lengthy and intense negotiations, the parties reached a
consensual resolution and settled the aforementioned dispute
pursuant to the Amendment to the Original June 7, 2013 Settlement
Agreement attached hereto as Exhibit "A" (the "Amendment").

"An integral part of the Amendment is to provide various payments
and transfers to BBX in accordance with the specific deadlines in
the Amendment.

"The Plan, as modified to incorporate the terms of the Settlement
Agreement, as amended by the Amendment, retains the same overall
structure and goal of the Plan.  The Modifications only affect
BBX, the Debtor, the Debtor's principal and plan sponsor, Mr.
Catalfumo, and various related parties of Mr. Catalfumo.  The
Modifications do not adversely affect any other parties, and
treatment of creditors other than BBX remains the same."

A copy of the Amendment is available at:

         http://bankrupt.com/misc/pgaflyover.doc229-1.pdf
         http://bankrupt.com/misc/pgaflyover.doc229-2.pdf

                         About PGA Flyover

PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on
April 17, 2013.  Lenore M. Rosetto, Esq., and Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca
Raton, Florida, serve as counsel to the Debtor.  The Debtor
disclosed $10 million to $50 million in assets and liabilities.

The Debtor, owner of the mixed use development known as the PGA
Professional and Design Center in Florida, filed a liquidating
plan that would satisfy 100% of its liabilities.

PGA Flyover, an entity managed and owned by Florida developer
Daniel S. Catalfumo, says it has commenced the bankruptcy case to
resolve the wasteful scorched earth litigation tactics engaged in
by BBX Capital Asset Management, LLC, the current owner of a final
judgment of $40.9 million.

The PGA Professional and Design Center is located on the Southeast
quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens,
an attractive location with strong development potential.

Under the Plan, holders of general unsecured claims are impaired
and will recover 50% or 100% of their allowed claims.  BBX's
secured claim is impaired.  PGA will cause its properties to be
transferred to BBX as payment for the remaining amount of the
secured claim.  Interests will be extinguished and will not
receive any distribution under the Plan.


PILOT FLYING J: Judge Approves $85 Million Settlement
-----------------------------------------------------
Laura Stevens, writing for The Wall Street Journal, reported that
a federal judge on Nov. 25 approved an estimated $85 million
class-action settlement of a suit in which trucking customers
alleged Pilot Flying J, the largest truck-stop chain in North
America, defrauded them over several years through a diesel-rebate
program.

According to the report, the settlement, which is between Pilot
and plaintiffs in 10 of about 20 pending lawsuits against it,
requires the company to have auditors examine its trucking
accounts and pay any money owed, in addition to 6% in annualized
interest. It also assigns Pilot all legal and auditing costs
associated with the case.

Judge James Moody approved the deal in the U.S. District Court in
Little Rock, Ark., where a suit against Pilot was filed in April,
the report said. A preliminary settlement agreement was reached in
July.

Any Pilot customers who didn't opt out of the class action won't
be able to sue the truck-stop giant separately, limiting the
company's liability, the report related.

As well as several other suits, there remains a federal criminal
probe into allegations that members of Pilot's sales staff
promised volume discounts, in the form of rebates, to some of its
trucking customers, but then shorted those customers on what was
owed, the report further related.


PITTSBURG RDA: Fitch Maintains 'BB-' Rating on $142.8-Mil. TABs
---------------------------------------------------------------
Fitch Ratings has maintained the following Pittsburg Redevelopment
Agency, California (the agency) tax allocation bonds (TABs), rated
'BB-', on Rating Watch Negative:

  -- $142.8 million subordinate non-housing TABs, series 2006B,
     2006C, 2008A.

Security:

The subordinate TABs are secured by a junior lien on all taxes
allocated to the agency and payments from swap contracts, net of
the 20% housing set-aside, and the Contra Costa County (the
county) administrative fee. The bonds additionally are secured by
a cash-funded debt service reserve fund.

Key Rating Drivers:

Subordination Lawsuit Risks Remain: The Rating Watch Negative
reflects concerns that an outstanding legal dispute filed by a
school district would, if settled in favor of the district, cause
the agency's subordinate non-housing TABs to default in several
years. This assumes no assessed valuation (AV) growth, and an
inability to use excess housing increment to pay debt service.

Rating Sensitivities:

Litigation Loss: Fitch likely would downgrade the bonds if the
lawsuit were ultimately settled in favor of the plaintiff.

AV Decline: An unexpected and material AV decline from current
levels would result in negative rating action.

Credit Profile:

Tentative Ruling Favors Agency But Risks Remain:

On Aug. 23, 2013, a court issued a tentative ruling in favor of
the agency regarding Pittsburg Unified School District's (the
district) pass-through subordination lawsuit. The district is
trying to invalidate agreements between the district and the
agency that subordinated the district's pass-through payments to
TAB debt service. If the district prevailed the agency could lose
up to $3 million of tax increment (equivalent to 8.4% of fiscal
2014 AV).

Fitch is not factoring the tentative ruling into the TABs' credit
profile as the district may continue pursuing its lawsuit and
ultimately prevail. It is unclear when the legal issue may be
resolved.


POLY SHIELD: Reports $275K  Net Loss in Q3 Ended Sept. 30
---------------------------------------------------------
Poly Shield Technologies Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $274,502 on $333,655 of total revenues for the three
months ended Sept. 30, 2013, compared to a net loss of $245,258 on
$929 of total revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.69
million in total assets, $2.58 million in total liabilities, and
stockholders' deficit of $892,514.

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

                       http://is.gd/vAvGet

Boca Raton, Fla.-based Poly Shield Technologies Inc., has, as a
result of acquiring rights to the Teak Shield fluoropolymer
products, the Bio Scrubber technology and the Exhaust Scrubber,
shifted its efforts into marketing of cost effective, energy
efficient and durability solutions in various industries
worldwide.  Its main efforts are directed toward marketing the
Exhaust Scrubbers to various divisions of the marine industry,
such as cruise, cargo, tanker and navy ships.  The fluoropolymer
(Teak Shield) products complement the Company's Exhaust and Bio
Scrubbers, as one of the main usages for these products is also in
marine industry.


POWER PRODUCTS: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' corporate credit rating to Menomonee Falls, Wisc.-based Power
Products LLC.  The outlook is stable.  At the same time, S&P
assigned its 'B+' issue-level rating and '2' recovery rating to
the company's proposed $150 million senior secured credit
facilities.  The '2' recovery rating reflects S&P's expectation
for substantial recovery prospects (70%-90%) in the event of a
default.

The rating on Power Products is based on S&P's assessment of the
company's business risk profile as "weak" and its financial risk
profile as "highly leveraged."  The "weak" business risk
assessment reflects the company's competitive position, scale,
scope, and diversity, as well as its "average" profitability as
measured by EBITDA margin.

Power Products is a niche manufacturer of electrical products in
the extremely large and highly competitive electrical products
sector, and it oftentimes competes against divisions of much
larger multinational industrial companies.  In addition, the
company's end-markets are cyclical and affected by economic
fluctuations, including construction spending in both the
residential and commercial sectors and the recreational marine
market.

The outlook is stable.  "We expect moderating economic conditions
to sustain Power Products' operating performance over the next
year," said Standard & Poor's credit analyst John Sico.  "We also
expect the company to pursue small to midsize acquisitions,
supplemented with some use of free cash flow."

An upgrade is unlikely in the near term because S&P would need to
evaluate the company's performance as a standalone company.
Nevertheless, S&P could consider an upgrade at that time if its
debt to EBITDA (including preferred stock treated as debt)
declines to less than 5x and if FFO to debt improves to more than
12%.

S&P could lower the rating if weaker-than-expected conditions,
operational problems, or higher debt to fund acquisitions result
in liquidity concerns or covenant issues.


PROMMIS HOLDINGS: Hires Cherry Bekaert as Tax Services Provider
---------------------------------------------------------------
Prommis Holdings, LLC and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Cherry Bekaert LLP as tax services provider, nunc pro tunc
to Sept. 3, 2013.

Cherry Bekaert's services include the preparation of federal and
state corporation returns for Prommis Fin Co. and subsidiaries for
the tax period Jun. 12, 2012 through Dec. 31, 2012.

Pursuant to the terms and conditions of the Engagement Agreement,
Cherry Bekaert intends to charge for services as follows:

    Preparation of Federal Consolidated              $36,000
    Form 1120 income tax return for the
    period Jun. 12, 2012 - Dec. 31, 2012
    for Prommis Fin. Co., and subsidiaries,
    including pro forma subsidiary income
    tax returns for purposes of
    separate state filings

    Preparation for unitary and combined             $1,300/state
    state income tax returns for the period
    ended Dec. 31, 2013

    Preparation of state income tax returns          $800/state
    for the period ended Dec. 31, 2012

    Preparation of Federal Consolidated              $31,000
    Form 1120 income tax return for the
    period Jan. 1, 2012 to Jun. 11, 2012
    for Prommis Holdings & Subsidiaries

    Preparation of separate state tax returns        $800/state
    for the period Jan. 1, 2012 to Jun. 11, 2012

    Preparation of combined/consolidated             $1,300/state
    state tax returns for the period Jan. 1, 2012
    to Jun. 11, 2012

To the extent additional services are required to assist the
Company with opening balance sheet issues, transaction related
matters and determination of tax basis for the assets transferred
to Prommis Fin Co., fees will be billed on an hourly basis at the
rate below:

       Partner                $395-$450
       Director               $350-$410
       Manager                $235-$330
       Senior Associate       $175-$235

Cherry Bekaert will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Fees will be billed in advance of services rendered, with a
retainer of $20,000 as initial billing.

Dawn G. Patrick, partner of Cherry Bekaert, 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 engagement on Dec. 16, 2013,
at 10:30 a.m.  Objections, if any, are due Dec. 9, 2013, at 4:00
p.m.

Cherry Bekaert can be reached at:

       Dawn G. Patrick
       CHERRY BEKAERT LLP
       1075 Peachtree Street NE, Suite 2200
       Atlanta, GA 30309
       Tel: (404) 733-3211
       E-mail: dpatrick@cbh.com

                    About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.

Three subsidiaries -- EC Closing Corp., EC Closing Corp. of
Washington, and EC Posting Closing Corp. -- sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on
June 25, 2013.

Prommis Holdings estimated assets between $10 million and $50
million and debts between $50 million and $100 million.  Prommis
Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets
and $260,232,313 in liabilities as of the Chapter 11 filing.

Judge Brendan Linehan Shannon presides over the case.  Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as
the Debtors' counsel, while David S. Meyer, Esq., at Kirkland &
Ellis LLP serves as co-counsel.  The Debtors' restructuring
advisor is Huron Consulting Services, LLC.  Donlin Recano &
Company, Inc., is the Debtors' claims agent.

The Official Committee of Unsecured Creditors tapped Saul Ewing
LLP and Hahn & Hessen LLP as its co-counsels, and FTI Consulting,
Inc., as its financial advisor.


RAHA LAKES: Can Employ Sierra Consulting as Financial Advisors
--------------------------------------------------------------
Raha Lakes Enterprises LLC and Mehr in Los Angeles Enterprises LLC
sought and obtained permission from the Hon. Ernest Robles of the
U.S. Bankruptcy Court for the Central District of California to
employ Sierra Consulting Group, LLC, as financial advisors.

The Debtors require Sierra Consulting to:

   (a) perform financial analyses and review of the Debtors'
       overall historic books and records including the Debtors'
       Monthly Operating Reports, historic financial statements,
       Disclosure Statement and Plan of Reorganization;

   (b) assist counsel in developing deposition or examination
       questions if necessary;

   (c) serve as financial expert in dealing with any other
       bankruptcy matters including areas such as an appropriate
       cram-down interest rate and feasibility;

   (d) prepare a report or declaration based upon expert findings
       and opinions regarding the appropriate interest rate to be
       offered in the plan and the feasibility of the plan as
       proposed in the plan;

   (e) provide expert witness testimony in depositions and court
       proceedings if necessary; and

   (f) other such assistance as the Debtors and Sierra Consulting
       mutually agree.

Sierra Consulting will be paid at these hourly rates:

       Principal and Managing Directors     $345
       Directors                            $295
       Senior Associates                    $245
       Associate                            $195
       Paraprofessionals                    $95

Sierra Consulting will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Sierra Consulting has received a $10,000 retainer from the
Debtors, which will be maintained in Sierra Consulting's trust
account pending further Court order.

Edward M. Burr, Jr., founder and sole member of Sierra Consulting,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

                       About Raha Lakes

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes disclosed $26,107,381 in assets and
$9,106,898 in liabilities as of the Chapter 11 filing.  The
petition was signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Cal. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


RAMS ASSOCIATES: Has Access to Cash Collateral Until Dec. 3
-----------------------------------------------------------
Judge Christine M. Gravelle last week entered a third interim
order authorizing Rams Associates, L.P., to use cash collateral.

The judge entered the order at the behest of the Debtor and
primary lender Athletic Community Team, LLC, the successor to The
Bancorp Bank.  As of the bankruptcy filing, ACT is owed
$11.5 million.

The parties have agreed to the Debtor's continued use of cash
collateral on an interim basis and that the final hearing be
continued to Dec. 3, 2013.

As adequate protection, ACT will receive periodic cash payments
and replacement liens from the Debtor.

The order presented for the judge's signature contains a cash flow
budget.  The November budget shows beginning cash of $31,292,
projected cash receipts of $200,000, and cash disbursements of
$166,779.

Objections to the Debtor's continued use of cash collateral were
due Nov. 26 at 4:00 p.m.  In the event no objections are filed,
the interim order will continue in full force and effect and will
deemed a final order without further notice or hearing.

                       About Rams Associates

Rams Associates LP was formed in 1990 for the purpose of acquiring
and operating an ice rink then operated under the name American
Hockey & Ice Skating Center located in Farmingdale, New Jersey for
a purchase price of $1,800,000 for the land and building.  Rams
expended another $3,200,000 to build-out the arena and purchase
the necessary equipment to operate the Arena.  Rams continues to
own and operate the ice rink, under the name Jersey Shore Arena.

On June 25, 2013, an involuntary petition under chapter 7 of the
Bankruptcy Code, 11 U.S.C. Sec. 101, et seq., was filed against
Rams, which proceeding was assigned Case No. 13-23969 (CMG).

On July 16, 2013, Rams Associates filed a superseding Chapter 11
petition (Bankr. D.N.J. Case No. 13-25541) in Trenton, New Jersey.

On July 30, 2013, a consent order substantively consolidating the
cases was entered by the Bankruptcy Court, which allowed for Rams
to proceed with the superseding chapter 11 case.

Judge Christine M. Gravelle presides over the case.  Norris
Mclaughlin & Marcus, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts of at least $10 million.


RANCHER ENERGY: Reports $209K Net Loss in Q2 Ended Sept. 30
-----------------------------------------------------------
Rancher Energy Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $209,421 for the three months ended Sept.
30, 2013, compared with net income of $122,150 for the same period
last year.

The Company reported a net loss of $357,879 for the six months
ended Sept. 30, 2013, compared with net income of $42,932 for the
six months ended Sept. 30, 2012.

The Company currently has no revenue from operations.

The Company's balance sheet at Sept. 30, 2013, showed
$2.10 million in total assets, $23,713 in total liabilities, and
stockholders' equity of $2.08 million.

A copy of the Form 10-Q is available at http://is.gd/opxq0N

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.

The Bankruptcy Court approved the Second Amended Plan of
Reorganization and accompanying Disclosure Statement of Rancher
Energy Corporation on Sept. 10, 2012.  The Plan became effective
on Oct. 10, 2012.

Rancher Energy reported of $148,299 on $0 of revenue for the three
months ended June 30, 2013, as compared with a net loss of $79,217
on $0 of revenue for the same period during the prior year.

The report of Rancher Energy's independent registered public
accounting firm on the financial statements for the years ended
March 31, 2013, and 2012, includes an explanatory paragraph
relating to the uncertainty of the Company's ability to continue
as a going concern.  The Company has incurred a cumulative net
loss of approximately $91 million for the period from
incorporation, Feb. 4, 2004, to Sept. 30, 2013.


RESIDENTIAL CAPITAL: To Partially Assign Normandale Lease
---------------------------------------------------------
Residential Capital LLC and its affiliates seek the Bankruptcy
Court's authority to partially assign an unexpired lease between
Debtor Residential Funding Company, LLC, and Normandale Holdings,
L.L.C., to Ally Financial, Inc.

The Lease, dated July 7, 2004, currently between RFC, as tenant,
and Normandale, as landlord, is for the property located at 8400
Normandale Lake Boulevard, in Bloomington, Minnesota.  The Debtors
sought and obtained Court authority to assume the Lease on March
20, 2013.

In connection with the proposed assignment, the Debtors and the
Landlord have entered into a lease amendment, which, among other
things, reduces the rentable square feet of the Premises and
extends the Lease from March 31, 2014, to June 30, 2015.

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York,
relates that under the current Lease, the Debtors lease space on
the first and twelfth floors of the Premises, and AFI subleases
the entire twelfth floor.  The Debtors have determined that it is
critical for them to continue utilizing the Premises during the
wind down process through June 30, 2015, to avoid the significant
costs that would be associated with moving the business to a new
location.  The Debtors however have no need for the continued
lease of the twelfth floor of the Premises.  Thus, AFI and the
Debtors propose to enter into the Assignment, whereby the Debtors
will partially assign its lease of the twelfth floor to AFI, and
AFI accepts all liabilities -- past and future -- relating to the
twelfth floor, Mr. Lee adds.

                     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: Crediting Provision With Centerview Amended
----------------------------------------------------------------
Judge Martin Glenn approved the second amendment to the Engagement
Letter between Residential Capital LLC and its affiliates and
their investment banker, Centerview Partners LLC, to renegotiate
the "crediting provision."

Pursuant to the Second Amendment, Centerview will credit Monthly
Advisory Fees from the Petition Date through the closing of the
Debtors' servicing and origination platform.  The Second Amendment
further provides that Centerview is not required to credit seven
additional Monthly Advisory Fees, which results in the elimination
of an additional $1,050,000 in crediting.

                     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: Quest Okayed as Committee Consultant
---------------------------------------------------------
Judge Martin Glenn authorized the Official Committee of Unsecured
Creditors of Residential Capital LLC, et al., to retain Quest
Turnaround Advisors, LLC, as consultant effective as of Sept. 16,
2013.

Quest, according to court papers, has been selected by the
"consenting claimants" as the term is defined under the Joint
Chapter 11 Plan to serve as the Liquidating Trust Manager upon the
effective date of the Plan, and, pursuant to the Liquidating Trust
Agreement, will have responsibility for managing the wind-down of
the Debtors' operations and assets and effectuating distribution
to creditors.  The Plan contemplates the creation of a liquidating
trust to be governed by the Liquidating Trust Board and operated
by a Liquidating Trust Manager.

Jeffrey A. Brodsky, co-founder and managing editor of Quest, will
serve as consultant to the Committee during the Chapter 11 Cases.
The hourly rate for Mr. Brodsky is $795.  To the extent Quest
determines that the Chapter 11 Cases require the services of
additional employees, it may utilize additional support staff,
with hourly rates ranging from $400 to $795.  The firm will also
be reimbursed for any necessary out-of-pocket expenses.

                     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 Partial Victory vs. Gilberts
-----------------------------------------------------
Judge Martin Glenn signed a memorandum opinion and order dated
Nov. 12, 2013, sustaining in part and overruling in part
Residential Capital LLC's objection to Claim No. 1984 filed by
Katherine Parker-Lowe and Claim No. 1991 filed by Rex and Daniela
Gilbert.

Judge Glenn sustained the Debtors' objection to the Gilberts'
wrongful foreclosure claim, usury claim, breach of contract claim,
claim under the North Carolina Debt Collection Act.  With respect
to the Gilbert's claim under the North Carolina Unfair and
Deceptive Trade Practices Act, Judge Glenn sustained the Debtors'
objection on the UDTPA claim based on TILA violations, breach of
contract, usury, and failure to rescind.  The Court overruled,
without prejudice, the Debtors' objection as to the portion of the
UDTPA claim based on misrepresentation of the noteholder.  This
claim, according to Judge Glenn, is a contested matter as to which
future proceedings will be required.  With respect to Ms. Parker-
Lowe's claim for attorneys' fees, Judge Glenn overruled, without
prejudice, the Debtors' objection to the claim for attorneys' fees
as it is possible that she could be awarded attorneys' fees in the
federal litigation.

A full-text copy of Judge Glenn's Decision is available for free
at http://bankrupt.com/misc/RESCAP5660_1112.pdf

The Debtors are represented by Gary S. Lee, Esq., Norman S.
Rosenbaum, Esq., and Jordan A. Wishnew, Esq., at MORRISON &
FOERSTER, in New York; and Christian W. Hancock, Esq., at BRADLEY
ARANT BOULT CUMMINGS LLP, in Charlotte, North Carolina.

Rex T. Gilbert, Jr. and Daniela L. Gilbert are represented by
KATHERINE S. PARKER-LOWE, Esq., in Ocracoke, North Carolina.

                     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: Confirmation Trial Will Wrap Up in December
----------------------------------------------------------------
Law360 reported that the battle between Residential Capital LLC
and a group of bondholders over hundreds of millions of dollars --
as well as confirmation of ResCap's proposed liquidation plan --
won't be resolved for at least two weeks as attorneys agreed on
Nov. 25 to argue the issues one last time in December.

According to the report, on the fifth day of the second phase of a
trial over an ad hoc group of junior secured noteholders' bid for
$342 million in post-petition interest, attorneys for both sides
said they would return to court on Nov. 27.

                    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).


ROCK POINTE: Ch.11 Trustee Can Employ Crumb & Munding as Counsel
----------------------------------------------------------------
John Munding, the Chapter 11 trustee for Rock Pointe Holdings
Company LLC, sought and obtained approval from the U.S. Bankruptcy
Court for the Eastern District of Washington to hire his own firm,
Crumb & Munding, P.S., as counsel.

The Chapter 11 Trustee said he requires legal counsel experienced
in bankruptcy and litigation matters for representation involving
legal issues arising in the case including, but not limited to,
plan proposal.  The professional services to be rendered by Crumb
& Munding, P.S. are legal services related to representation of
the Estate's interest in real and personal property as necessary
for the efficient administration of the estate as the case
proceeds.

The firm's professionals will be paid based on these hourly rates:

   John D. Munding        $325
   Associates             $150
   Legal Assistants        $50
   Interns/clerks          $50

Mr. Munding assures the Court that Crumb & Munding does not hold
or represent an interest adverse to the estate, and that the firm
is a "disinterested person" and has not served as examiner in the
case.

                         About Rock Pointe

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
The Debtor estimated both assets and debts of between $50 million
and $100 million.  Southwell & O'Rourke, P.S., served as counsel
for the Debtor.

The U.S. Trustee appointed five unsecured creditors to serve on
the Debtor's Official Committee of Unsecured Creditors.  Kenneth
W. Gates is the counsel for the Committee.

Ford Elsaesser served as mediator for of all issues regarding the
treatment of the debt owed to DMARC.

The United States Trustee has appointed John Munding as Chapter 11
trustee in the bankruptcy case.


ROTHSTEIN ROSENFELDT: Scott Rothstein Called to Witness Stand
-------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that convicted Ponzi schemer Scott Rothstein could make his first
public appearance in months, in the trial of a former colleague
who stands accused of aiding Mr. Rothstein's $1.2 billion-plus
fraud.

The South Florida Business Journal on Nov. 25 reported that a
federal judge has ordered Mr. Rothstein to appear as a witness in
the criminal trial of Christina Kitterman, an attorney who once
worked at Mr. Rothstein's bankrupt law firm, Rothstein Rosenfeldt
Adler.

Mr. Rothstein not only hasn't been seen publicly for months, but
it's also currently unknown where he's serving his 50-year prison
sentence, the Journal related.  That's because Mr. Rothstein, who
testified against many people, including some with alleged Mafia
ties, is in the federal witness protection program after pleading
guilty to running the Ponzi scheme.

The disbarred attorney, who shook up South Florida with his sudden
rise to local fame and even more sudden downfall, did participate
in two depositions in late 2011 and summer 2012, although the
first session was only open to certain attorneys while the second
was conducted via video conference, the report said.

Mr. Rothstein named Ms. Kitterman as an aide to his fraud in his
second deposition session, the report added.  If he does appear to
testify in her trial, it's unclear whether he'd do so in an open
or closed courtroom.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


SALON MEDIA: Incurs $481,000 Net Loss in Sept. 30 Quarter
---------------------------------------------------------
Salon Media Group, Inc., reported a net loss of $481,000 on $1.56
million of net revenue for the three months ended Sept. 30, 2013,
as compared with a net loss of $660,000 on $853,000 of net revenue
for the same period during the prior year.

For the six months ended Sept. 30, 2013, the Company reported a
net loss of $1.16 million on $2.76 million of net revenue as
compared with a net loss of $2.19 million on $1.68 million of net
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.76
million in total assets, $3.80 million in total liabilities and a
$2.03 million total stockholders' deficit.

"Salon has continued to make progress in the September quarter
towards achieving a sustainable and profitable business," said
Cynthia Jeffers, CEO and CTO of Salon Media Group.  "The recent
strong growth in advertising revenue was the result of our
innovative advertising campaigns, a focus on improving the user
experience across platforms, and our ongoing pursuit of excellence
in journalism."

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

                        http://is.gd/neGmWX

                        About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

For the 12 months ended March 31, 2013, the Company had a net loss
of $3.93 million on $3.64 million of net revenues, as compared
with a net loss of $4.09 million on $3.47 million of net revenues
for the same period a year ago.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SANTEON GROUP: Reports $23,000 Net Income in Third Quarter
----------------------------------------------------------
Santeon Group Inc. filed with the U.S. Scurities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $23,251 on $1.48 million of revenues for the three months ended
Sept. 30, 2013, as compared with net income of $150,723 on $1.19
million of revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $68,174 on $4.04 million of revenues as compared with
net income of $76,658 on $2.89 million of revenues for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.19
million in total assets, $882,680 in total liabilities and
$310,031 in total stockholders' equity.

"During the third quarter, Santeon took meaningful steps to
advance its strategic long-term growth plan and improve its
financial profile.  The divestiture of our eBenefits Network (eBN)
business strongly positions the Company to focus exclusively on
Enterprise Agility and outsourced software development services?
areas we believe present the most compelling growth opportunities
and best leverage the core capabilities of the Company," commented
Dr. Ash Rofail, chief executive officer of Santeon.  "The addition
of two dedicated business development executives and three new
revenue-generating employees, coupled with redeployed financial
resources following the eBN transaction, will allow us to expand
our presence in the public and private sector to meet growing
market demand."

Dr. Rofail added, "Our shift in strategy comes as we continued to
execute operationally.  During the quarter, we increased revenues
by 24% year-over-year, maintained strong Adjusted EBITDA, secured
a high profile government-sponsored enterprise customer win and
further penetrated existing customer accounts, all of which helped
drive momentum in our business."

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

                       http://is.gd/b4q99C

                        About Santeon Group

Reston, Va.-based Santeon Group, Inc., is a diversified software
products and services company specializing in the transformation
and optimization of business through the deployment or the
development of innovative products and services using Agile
mindsets in the information systems/technology, healthcare,
environmental/energy and media sectors.  The Company's clients
include state and local governments, federal agencies and private
sector customers.

As reported by the Troubled Company Reporter on Aug. 24, 2012,
RBSM LLP, in New York, N.Y., expressed substantial doubt about
Santeon's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered losses
from operations and is experiencing difficulty in generating
sufficient cash flows to meet its obligations and sustain its
operations.

The Company reported net income of $185,815 on $4.27 million of
revenue for the full year 2012, as compared with a net loss of
$475,333 on $2.24 million of revenue for the full year 2011.


SAVIENT PHARMACEUTICALS: Creditors Blast Cash-Collateral Motion
---------------------------------------------------------------
Law360 reported that unsecured creditors blasted Savient
Pharmaceuticals Inc.'s plan to fund its stay in Chapter 11, saying
its proposed cash-collateral motion provides secured bondholders
with large and unnecessary payments but brings the drugmaker
little in return.

According to the report, the official committee of unsecured
creditors contends the motion should be rejected because senior
secured noteholders are demanding far too much in exchange for
simply allowing Savient to use their cash collateral during the
case.

Senior noteholders are not providing Savient with any new money,
but are "requesting inappropriate concessions as well," the report
said, citing the objection.

                    About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SCRUB ISLAND: Seeks Authority to Use Cash Collateral to Operate
---------------------------------------------------------------
Scrub Island Development Group Limited seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, to use cash collateral to fund its operating expenses
and costs of administration in its Chapter 11 case.

As of the Petition Date, the amount of cash in the Debtor's bank
accounts in Tampa, Florida, was approximately $145,000.  The
Debtor believes that FirstBank Puerto Rico may assert liens as to
cash collateral.  As adequate protection, the Debtor proposes
granting to FirstBank a replacement lien equal in extent,
validity, and priority as the liens held by the bank as of the
Petition Date.

FirstBank objects to the Debtor's use of its cash collateral,
complaining that the Debtor cannot meet its burden in obtaining
interim use of cash collateral and demonstrating both adequate
protection and the degree to which cash usage is needed.
FirstBank also complains that despite rosy cash flow projections
suggesting the not surprising proposition that a Caribbean resort
can generate positive cash flow during the winter holiday season,
the Debtor has a now long history of being unable to meet basic
and necessary operating expenses.  FirstBank further complains
that the lien on postpetition assets that the Debtor offers as
adequate protection, offers no protection at all as the adequate
protection liens offered by the Debtors are to encumber only
the same set of assets that FirstBank already holds an interest
in.

A full-text copy of the Cash Collateral Motion with Budget is
available at http://bankrupt.com/misc/SCRUBcashcol1120.pdf

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, sought bankruptcy protection on Nov. 19,
2013, to end a receivership it claims was secretly put in place by
its lender.  The case is In re Scrub Island Development Group
Ltd., 13-15285, U.S. Bankruptcy Court, Middle District of Florida
(Tampa).  The case is assigned to Judge Michael G. Williamson.

The Debtor is represented by Charles A. Postler, Esq., and Harley
E. Riedel, Esq. -- hriedel@srbp.com -- at STICHTER, RIEDEL, BLAIN
& PROSSER, in Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq. -- keith.fendrick@hklaw.com
-- at HOLLAND & KNIGHT LLP, in Tampa, Florida.


SCRUB ISLAND: Employs Stichter Riedel as Bankruptcy Counsel
-----------------------------------------------------------
Scrub Island Development Group Limited seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, to employ Stichter, Riedel, Blain & Prosser, P.A., as
bankruptcy counsel.

The current hourly rates for the Stichter, Riedel attorneys
proposed to actively represent the Debtors are as follows:

   Harley E. Riedel, Esq.                $495
   Charles A. Postler, Esq.              $475

Other attorneys and paralegals may render services to the Debtors
as needed.  They will be paid the following hourly rates:

   Partners                          $325 to $495
   Associates                        $200 to $350
   Paralegals                        $125 to $190

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

Mr. Postler assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, sought bankruptcy protection on Nov. 19,
2013, to end a receivership it claims was secretly put in place by
its lender.  The case is In re Scrub Island Development Group
Ltd., 13-15285, U.S. Bankruptcy Court, Middle District of Florida
(Tampa).  The case is assigned to Judge Michael G. Williamson.

The Debtor is represented by Charles A. Postler, Esq., and Harley
E. Riedel, Esq. -- hriedel@srbp.com -- at STICHTER, RIEDEL, BLAIN
& PROSSER, in Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq. -- keith.fendrick@hklaw.com
-- at HOLLAND & KNIGHT LLP, in Tampa, Florida.


SCRUB ISLAND: Hires Rocke McLean as Litigation Counsel
------------------------------------------------------
Scrub Island Development Group Limited seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, to employ Rocke, McLean & Sbar, P.A., as special
litigation counsel to represent the Debtor in connection with an
adversary proceeding to be filed by the Debtor against FirstBank
Puerto Rico.

The current hourly rates for the attorneys proposed to actively
represent the Debtors are:

     Robert L. Rocke, Esq. -- RRocke@rmslegal.com    $425
     Raul Valles, Esq. -- RValles@rmslegal.com       $300

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

   Title                   Rate per Hour
   -----                   -------------
   Partners                  $285-$425
   Associates                $185-$250
   Paralegals                     $150

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

Mr. Rocke assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, sought bankruptcy protection on Nov. 19,
2013, to end a receivership it claims was secretly put in place by
its lender.  The case is In re Scrub Island Development Group
Ltd., 13-15285, U.S. Bankruptcy Court, Middle District of Florida
(Tampa).  The case is assigned to Judge Michael G. Williamson.

The Debtor is represented by Charles A. Postler, Esq., and Harley
E. Riedel, Esq., at STICHTER, RIEDEL, BLAIN & PROSSER, in Tampa,
Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at HOLLAND & KNIGHT LLP,
in Tampa, Florida.


SCRUB ISLAND: Section 341(a) Meeting Scheduled for Dec. 19
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Scrub Island
Development Group Limited and Scrub Island Construction Limited
will be held on Dec. 19, 2013, at 11:00 a.m. at Tampa, FL (861) -
Room 100-B, Timberlake Annex, 501 E. Polk Street.  Creditors have
until Feb. 3, 2014, to submit their proofs of claim.

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

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

Scrub Island Development Group Limited and Scrub Island
Construction Limited filed separate Chapter 11 petitions (Bankr.
M.D Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013.  Joe
C. Collier III signed the petitions as managing member.  The
Debtors estimated assets and debts of at least $100 million.
Stichter, Riedel, Blain & Prosser serves as the Debtors' counsel.


SIMPLY WHEELZ: Sale on Track for Completion This Year
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Simply Wheelz LLC remains on track to sell the
business by the year-end because the U.S. Bankruptcy Court in
Jackson, Mississippi, adopted the auction and sale schedule
proposed by the new owner of the Advantage Rent A Car business.

According to the report, absent a better offer, Catalyst Capital
Group Inc. will buy the business in exchange for the bankruptcy
loan, up to $46 million. Competing bids are due Dec. 4 under
procedures approved on Nov. 22 by the bankruptcy court.

If there is a competing bid, the auction will take place Dec. 9,
followed by a hearing on Dec. 17 for sale approval.

                    About Simply Wheelz

Based in Ridgeland, Mississippi, Simply Wheelz is owned by
Franchise Services of North America NA, which acquired the
Advantage business and 24,000 vehicles early this year from
Hertz Global Holdings Inc. Hertz was required by antitrust
regulators to divest Advantage when taking over the Dollar
Thrifty business.  The vehicles are leased from Hertz, which gave
notice of termination of the lease on Nov. 2 following payment
default on Oct. 9.  Simply Wheelz said it lost $8.6 million on the
sale of 5,300 cars in the Hertz fleet. The contracts requires
Simply Wheelz to bear the risk of the residual value of the fleet.

Advantage has 72 locations in 33 states. It is the fourth-
largest rental car business in the U.S.

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code on Nov. 5, 2014 (Case No. 13-03332,
Bankr. S.D.Miss.).  The case is assigned to Judge Edward
Ellington.  The petition listed assets and debt both exceeding
$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.  Capstone Advisory Group, LLC,
serves as the Debtors' financial advisors.


SIX3 SYSTEMS: S&P Withdraws 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate credit rating, on McLean, Va.-based Six3
Systems Inc. following CACI International Inc.'s acquisition of
the company.


SUNTECH POWER: Creditors Lobby for Bankruptcy in New York
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Suntech Power Holdings Co., once the world's largest
solar-panel maker, is eligible for bankruptcy in the U.S. even
though the only nexus to North America is from selling debt,
according to Trondheim Capital Partners LP, Michael Meixler and
two other creditors who filed an involuntary bankruptcy petition
in mid-October.

According to the report, earlier this month, Suntech filed papers
asking the bankruptcy judge in Manhattan to dismiss the
bankruptcy. Suntech said that the four creditors held only 0.27
percent of outstanding debt.

Trondheim rebutted Suntech's argument that two of the four
creditors were ineligible to file an involuntary petition because
they bought the debt expressly to initiate bankruptcy.

The creditors, who say they have $1.5 million of the $541 million
in matured 3 percent senior unsecured notes, point out how Suntech
started a liquidation on Nov. 5 in the Cayman Islands. In the
process, the company admitted it is insolvent, the creditors said.

Although Suntech operates in China and is incorporated in the
Cayman Islands, the creditors contend Suntech has sufficient
contacts with the U.S. to justify a bankruptcy in New York because
the company raised at least $600 million in the U.S. debt markets.

The creditors say they were entitled to file the involuntary
petition because they "indisputably" own defaulted debt and have
judgments.

The bankruptcy judge scheduled a hearing on Dec. 12 to decide if
the involuntary bankruptcy should be dismissed.

Suntech, based in Wuxi, China, says the U.S. court should allow
the company to proceed with the bankruptcy reorganization it filed
voluntarily in the Cayman Islands.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White
Plains, New York.


SUNTECH POWER: Cayman Islands OKs Bid for Provisional Liquidation
-----------------------------------------------------------------
Suntech Power Holdings Co., Ltd. (NYSE: STP), one of the world's
largest solar companies, announced early this month that the Grand
Court of the Cayman Islands, the jurisdiction of its
incorporation, has granted the Company's application for a
provisional liquidation. Restructuring professionals selected by
the Company from PricewaterhouseCoopers have been appointed to
work with the Company's Board of Directors to continue progressing
a restructuring of the Company.  The restructuring professionals
will be appointed with the consent and support of the Company and
the Board of Directors with the ultimate goal of achieving the
Company's restructuring in the best interest of all stakeholders.
The restructuring professionals will commence working with the
Company immediately.

About Suntech Power

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White
Plains, New York.


SUNTECH POWER: Cayman Court Names PwC's Walker and Stokoe as JPLs
------------------------------------------------------------------
PricewaterhouseCoopers, the restructuring professionals appointed
as a result of the grant of Suntech Power Holdings Co., Ltd.'s
application for a provisional liquidation, announced that on Nov.
7, 2013, the Grand Court of the Cayman Islands appointed Mr. David
Walker and Mr. Ian Stokoe of PricewaterhouseCoopers as joint
provisional liquidators (the "JPLs") of the Company.  "The JPLs
intend to work with the Suntech Power Board and its various
stakeholders to attempt to restructure Suntech Power and its
affiliated group companies.

"We refer to Suntech Power's Form 6-K filing dated July 19, 2013,
which disclosed certain transfers and disposals of the shares of
Suntech Power Japan Corporation ("Suntech Japan") and Suntech
Power Investment Pte., Ltd. ("Suntech Singapore") to Wuxi Suntech
Power Co., Ltd., purportedly made in connection with intragroup
debt restructuring (the "Purported Share Disposals")."

A copy of the Form 6-K filing dated July 19, 2013, is available
for free at http://is.gd/COdSCu

"We hereby put all relevant parties on notice that the JPLs will
investigate and pursue the Group's rights to the fullest extent in
respect of the Purported Share Disposals.  Both Suntech Japan and
Suntech Singapore were owned by Power Solar System Co., Ltd.
("PSS") and PSS is an immediate subsidiary of Suntech Power.  PSS
may be insolvent under the laws of the British Virgin Islands
("BVI"), the jurisdiction in which it is incorporated.  As such,
the Purported Share Disposals undertaken by PSS early this year
may be voidable under BVI Law.

"The JPLs are also aware of the Hong Kong Stock Exchange
announcement made by Shunfeng Photovoltaic International Ltd. on
1 November 2013 in relation to its proposed purchase of the entire
equity interest of Wuxi Suntech by its subsidiary Jiangsu Shunfeng
Photovoltaic Technology Co., Ltd.  PSS is the 100% shareholder of
Wuxi Suntech and any transfer or disposal of Wuxi Suntech's shares
requires the prior written agreement and consent of PSS.  Suntech
Power has instructed the directors of PSS that they are NOT
authorised (in any way, whether directly or indirectly) to
transfer or otherwise dispose of (in any way) any assets of PSS
without the prior written approval of the JPLs.  This includes any
transfer or disposal of the shares of Wuxi Suntech.  As of today's
date, the JPLs have not given their approval to any transfer or
disposal of the shares of Wuxi Suntech to Jiangsu Shunfeng
Photovoltaic Technology Co., Ltd. or any other company or entity.

"The JPLs reserve all the rights against any person or entity who
may have participated in or facilitated (in any way) any transfers
or disposals of the shares of Suntech Japan, Suntech Singapore
and/or Wuxi Suntech referred to herein and any potential
subsequent transfer of those shares, including the proposed
purchase of the entire equity interest of Wuxi Suntech by Jiangsu
Shunfeng Photovoltaic Technology Co., Ltd."

                      About Suntech Power

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White
Plains, New York.


SUNVALLEY SOLAR: Reports $1.5 Million Net Income in 3rd Quarter
---------------------------------------------------------------
SunValley Solar, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.51 million on $1.76 million of revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $313,078 on
$2.26 million of revenues for the same period a year ago.

For the nine months neded Sept. 30, 2013, the Company reported net
income of $965,672 on $2.29 million of revenues as compared with a
net loss of $725,757 on $3.20 million of revenues for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $6.46
million in total assets, $4.38 million in total liabilities and
$2.08 million in total stockholders' equity.

"We have experienced recurring losses from operations and had an
accumulated deficit of $2,160,020 as of September 30, 2013.  To
date, we have not been able to produce sufficient sales to become
cash flow positive and profitable on a consistent basis.  The
success of our business plan during the next 12 months and beyond
will be contingent upon generating sufficient revenue to cover our
costs of operations and/or upon obtaining additional financing.
For these reasons, our auditor has raised substantial doubt about
our ability to continue as a going concern," the Company said in
the Quarterly Report.

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

                        http://is.gd/BijLc4

                       About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar disclosed a net loss of $1.76 million on $3.74
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $398,866 on $5.82 million of revenue for the
year ended Dec. 31, 2011.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had losses from operations of
$1,767,902 and accumulated deficit of $3,125,692, which raises
substantial doubt about its ability to continue as a going
concern.


T-L CHEROKEE: Bank Opposes Plan Exclusivity Extension
-----------------------------------------------------
Cole Taylor Bank is objecting to T-L Cherokee South LLC's request
for a further extension of its exclusive period to solicit
acceptances for its Chapter 11 plan.

The Debtor is seeking an extension through May 31, 2014, which is
16 months since the bankruptcy filing.

The bank says the bankruptcy court should deny an extension
because (a) the Court lacks jurisdiction; and (b) even if the
Court had jurisdiction, which it does not, the Debtor has failed
to demonstrate cause for such an extension.

The Debtor in June 2013 filed its Joint Plan of Reorganization and
its Joint Disclosure Statement. Among other things, in reliance on
Code section 1123(a)(5)(C), the Debtor's Plan proposed a "deemed"
substantive consolidation of the Debtor with four other debtors,
namely T-L Smyrna LLC (Case No. 13-20282), T-L Conyers LLC (Case
No. Case 13-20283) purposes of voting, confirmation, distributions
to creditors, and administration.

On Oct. 7, 2013, the Court issued memorandum of decision and order
concerning Cole Taylor's' objection to the "deemed substantive
consolidation" provisions of the Plan, sustaining Cole Taylor's
objection.  On Oct. 16, 2013, the Debtor timely filed a notice of
appeal from the memorandum opinion.

Coley Taylor notes that the Debtor acknowledges that the appeal
divested the Court of jurisdiction to hear any matters relating to
confirmation of the Plan.  Solicitation of acceptances and
confirmation of the Plan are so closely related that the Court
lacks jurisdiction to enter an order extending the solicitation
exclusive period, Cole Taylor tells the Court.

Even if the Court had jurisdiction, the bank says an extension
should not be granted because, among other things, mere "diligent
administration" of a Chapter 11 case does not constitute cause for
an extension; the Debtor does not have a "prompt exit strategy";
and the Debtor has not shown evidence to back its claims that it
"continues to seek refinancing to replace the Lender and/or
capital investments that would be utilized to fund a Plan."

Cole Taylor Bank is represented by:

         Maria A. Diakoumakis, Esq.
         Richard M. Bendix, Esq.
         DYKEMA GOSSETT PLLC
         10 S. Wacker Drive, Suite 2300
         Chicago, IL 60606
         Tel: (312) 876-1700
         Fax: (312) 876-1155
         E-mail: rbendix@dykema.com
                 mdiakoumakis@dykema.com

                            The Plan

On June 12, 2013, Cherokee South, LLC, and its debtor affiliates
delivered to the U.S. Bankruptcy Court for the Northern District
of Indiana, Hammond Division, a plan of reorganization, which
proposes to distribute to holders of allowed claims funds realized
from the continued operation of the Debtors' businesses, as well
as from existing cash deposits and cash resources.

As reported in the June 25, 2013 edition of the TCR, under the
Plan, secured creditors will retain their prepetition and
postpetition liens on the Debtors' property, and will be paid
monthly interest payments at the annual interest rate of 4%.
Unsecured Claims, estimated to be approximately $591,000, will
recover 100% of their allowed claims.  Holders of noteholder
claims, estimated to be approximately $998,904, are impaired and
will receive $500,000 payable from the proceeds of refinancing or
sale of the Brywood Shopping Center.  Holders of insider claims,
estimated to be approximately $5,957,879, are impaired and will
not receive any distributions under the Plan until all other
classes of claims have been paid in full.  No distributions will
also be made to members of the Debtors.

A full-text copy of the explanatory Disclosure Statement, dated
June 12, 2013, is available for free at:

          http://bankrupt.com/misc/TLCHEROKEEds0612.pdf

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TARHEEL PLASTICS: Files for Chapter 7 Liquidation
-------------------------------------------------
Michael Lauzon at PlasticNews reports that Tarheel Plastics LLC
voluntarily filed for Chapter 7 of the U.S. Bankruptcy Code on
Oct. 24 in North Carolina.  The bankruptcy petition was made three
weeks after Tarheel shut its doors when a French firm decided not
to buy it, PlasticNews says.

IP3 of Lyon, France, had said in early September that it was
interested in buying the Lexington facility, but it subsequently
changed its mind after conducting due diligence, according to
PlasticNews.

Tarheel lists 24 presses in Lexington, ranging from 110 to 1,450
tons and including electric machines, as new as 2004, PlasticNews
discloses citing court records.  Value of the presses and a range
of other production and testing equipment was listed at
$1.51 million. Total physical assets are worth $2.47 million,
Tarheel estimates in its petition, PlasticNews relays.

The firm's liabilities are about $3.55 million, PlasticNews
discloses.  According to the report, the major secured creditor is
High Point Bank & Trust Co. of High Point, N.C., with its claim of
$1.51 million attached to the machinery. The other secured
creditor is Crestmark Bank of Troy, Mich., with a claim of about
$767,200.

A creditors' meeting is scheduled for Dec. 6 in Winston-Salem,
N.C.  Trustee in bankruptcy is W. Joseph Burns of Winston-Salem,
the report adds.

Lexington, North Carolina-based Tarheel Plastics LLC supplied
automotive, electrical, electronic, appliance and construction
markets. Its capabilities included multi shot and insert injection
molding, in-mold decoration, gas assist molding, ultrasonic
welding, painting and reusable packaging. It employed between 70
and 100.


TN-K ENERGY: Reports $182,400 Net Income in Third Quarter
---------------------------------------------------------
TN-K Energy Group Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $182,480 on $382,032 of total revenue for the three months
ended Sept. 30, 2013, as compared with a net loss of $79,611 on
$53,647 of total revenue for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $47,892 on $518,970 of total revenue as compared with
net income of $4.11 million on $1.84 million of total revenue for
the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $2.62
million in total assets, $3.94 million in total liabilities and a
$1.32 million total stockholders' deficit.

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

                        http://is.gd/9sxjx2

                          About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

TN-K Energy disclosed net income of $3.97 million on $1.88 million
of total revenue for the year ended Dec. 31, 2012, as compared
with net income of $1.25 million on $1.88 million of total revenue
in 2011.

Liggett, Vogt & Webb, P.A., in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred recurring operating losses and will have
to obtain additional financing to sustain operations.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


TONGJI HEALTHCARE: Incurs $84,600 Loss in Third Quarter
-------------------------------------------------------
Tongji Healthcare Group Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a loss of $84,620 on $607,238 of total operating revenue for the
three months ended Sept. 30, 2013, as compared with a loss of
$983,040 on $700,210 of total operating revenue for the same
period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
loss of $212,583 on $1.72 million of total operating revenue as
compared with a loss of $1.11 million on $2.07 million of total
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $15.63
million in total assets, $15.83 million in total liabilities,
$1.25 million in contingencies, and a $1.45 million total
stockholders' deficit.

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

                       http://is.gd/ewSRp6

                      About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.

Tongji Healthcare disclosed a net loss of $1.20 million on $2.77
million of total operating revenue for the year ended Dec. 31,
2012, as compared with a net loss of $218,150 on $2.68 million of
total operating revenue during the prior year.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has negative working capital of $12,264,823, an
accumulated deficit of $1,785,336, and shareholders' deficit of
$1,208,670 as of Dec. 31, 2012.  The Company's ability to continue
as a going concern ultimately is dependent on the management's
ability to obtain equity or debt financing, attain further
operating efficiencies, and achieve profitable operations."


TRUE DRINKS: Reports $2.16-Mil. Net Loss in Q3 Ended Sept. 30
-------------------------------------------------------------
True Drinks Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $2.16 million on $517,689 of net sales for the three
months ended Sept. 30, 2013, compared to a net loss of $580,225 on
$724,054 of net sales for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $7.18
million in total assets, $6.1 million in total liabilities, and
stockholders' equity of $1.07 million.

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

                       http://is.gd/BBNezD

True Drinks Holdings, Inc. manufactures and markets beverages and
health snack products. The company produces vitamin-enhanced water
drinks. The company was formerly known as True Drinks, Inc. and
changed its name to True Drinks Holdings, Inc. in October 2012.
The company was founded in 2008 and is based in Irvine,
California.


UNILAVA CORP: Incurs $452,700 Net Loss in Third Quarter
-------------------------------------------------------
Unilava Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $452,718 on $666,133 of revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $904,810 on $1.59
million of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.21 million on $2.12 million of revenue as compared
with a net loss of $1.36 million on $2.41 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.57
million in total assets, $9.32 million in total liabilities and a
$6.75 million total stockholders' deficit.

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

                       http://is.gd/59ZOD7

                      About Unilava Corporation

Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/--
is a diversified communications holding company incorporated under
the laws of the State of Wyoming in 2009.  Unilava and its
subsidiary brands provide a variety of communications services,
products, and equipment that address the needs of corporations,
small businesses and consumers.  The Company is licensed to
provide long distance services in 41 states throughout the U.S.
and local phone services across 11 states.  Through its carrier-
grade microwave wireless broadband infrastructure and broadband
Internet access partners, the Company also offers mobile and high-
definition IP-hosted voice services to residential customers and
corporate clients.  Additionally, Unilava delivers a comprehensive
and integrated suite of fee-based online and mobile advertising
and web services to a broad array of business enterprises.
Headquartered in San Francisco, the Company has regional offices
in Chicago, Seoul, Hong Kong, and Beijing.

Unilava reported a net loss of $1.58 million in 2012, as compared
with a net loss of $2.98 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $2.60 million in total assets,
$8.92 million in total liabilities and a $6.31 million total
stockholders' deficit.

Shelley International CPA, in Mesa, AZ, 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 from operations, which raises
substantial doubt about its ability to continue as a going
concern.


UNIVERSAL AMBULANCE: Liquidation Process Begins
-----------------------------------------------
Providence Journal reports that Universal Ambulance Service, Inc.
is being liquidated after losing "thousands of dollars on a weekly
basis" and filing for bankruptcy, according to Providence attorney
Leonard Accardo, Jr. who was appointed receiver by Rhode Island
Superior Court Judge Michael A. Silverstein.

"Immediately upon his appointment, the receiver was required to
terminate operations because the business was losing thousands of
dollars on a weekly basis and it would have been impossible for
the receiver to operate the business and pay its on-going
expenses," Mr. Accardo said, in a statement, Providence Journal
relays.

Universal's patient care and transportation services was
transferred to other providers, the report says.  Mr. Accardo said
the trust that owns Universal's stock intends to advance the sums
necessary so that all employees will receive their final paycheck,
Providence Journal reports.

Based in Providence, Rhode Island, Universal Ambulance Service,
Inc., provided ambulance and wheelchair transport services to
medical and other facilities and had about 75 employees and 32
vehicles.


VISCOUNT SYSTEMS: Incurs C$316,500 Net Loss in Third Quarter
------------------------------------------------------------
Viscount Systems, 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 C$316,530 on C$1.07 million
of sales for the three months ended Sept. 30, 2013, as compared
with a net loss and comprehensive loss of C$780,294 on C$858,128
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 C$836,176 on C$2.94 million of
sales as compared with a net loss and comprehensive loss of C$2.32
million on C$2.62 million of sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2013, showed C$1.28
million in total assets, C$3.94 million in total liabilities and a
C$2.65 million total stockholders' deficit.

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

                        http://is.gd/OS7eBR

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

The Company reported a net loss of C$2.9 million in 2011, compared
with a net loss of C$1.3 million in 2010.

The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of C$500,000 by way of new debt or equity
financing to continue normal operations for the next twelve
months.  Management has been actively seeking new investors and
developing customer relationships, however a financing arrangement
has not yet completed.  Short-term loan financing is anticipated
from related parties, however there is no certainty that loans
will be available when required.  These factors raise substantial
doubt about the ability of the Company to continue operations as a
going concern.

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.


VISION INDUSTRIES: Reports $1.6 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Vision Industries Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.61 million on $0 of total revenue for the three
months ended Sept. 30, 2013, as compared with a net loss of $1.41
million on $16,045 of total revenue for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $4.13 million on $0 of total revenue as compared with
a net loss of $4.13 million on $26,545 of total revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.06
million in total assets, $2.89 million in total liabilities and a
$1.82 million total stockholders' deficit.

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

                        http://is.gd/TL1LZz

                       About Vision Industries

Long Beach, Cal.-based Vision Industries Corp. focuses its
efforts in building Class 8 fuel cell electric vehicles (FCEV)
used in drayage transportation.

Vision Industries reported a net loss of $5.28 million on $26,545
of total revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $6.44 million on $764,157 of total revenue for
the year ended Dec. 31, 2011.

DKM Certified Public Accountants, in Clearwater, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company's cash and available credit are
not sufficient to support its operations for the next year.
Accordingly, management needs to seek additional financing that
raises substantial doubt about its ability to continue as a going
concern.


VYCOR MEDICAL: Delays Form 10-Q for Third Quarter
-------------------------------------------------
Vycor Medical, 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 is unable to file its Form 10-Q
within the prescribed time period without unreasonable effort or
expense due to issues related to the collection of data required
for the report.  The Company anticipates that it will file its
Form 10-Q within the grace period provided by Exchange Act Rule
12b-25.

                         About Vycor Medical

Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO)
-- http://www.VycorMedical.com/-- is a medical device company
committed to making neurological brain, spinal and other surgical
procedures safer and more effective.  The Company's flagship,
Patent Pending ViewSite(TM) Surgical Access Systems represent an
exciting new minimally invasive access and retraction system that
holds the potential for speedier, safer and more economical brain,
spinal and other surgeries and a quicker patient discharge.
Vycor's innovative medical instruments are designed to optimize
neurosurgical site access, reduce patient risk, accelerate
recovery, and add tangible value to the professional medical
community.

Vycor Medical disclosed a net loss of $2.92 million in 2012, as
compared with a net loss of $4.77 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $2.32 million in total
assets, $4.40 million in total liabilities and a $2.07 million
total stockholders' deficiency.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a loss since inception, has a net
accumulated deficit and may be unable to raise further equity
which factors raise substantial doubt about its ability to
continue as a going concern.


W.R. GRACE: Cleanup Continues in Former Mining Town
---------------------------------------------------
Dionne Searcey, writing for Daily Bankruptcy Review, reported that
household after household in Libby, Mont., has packed up and moved
in with relatives or to local motels while government workers in
hazardous-materials suits and booties take over their homes.

Wearing respirators and gloves, the workers wipe down antiques,
Christmas decorations, doll collections and photographs, the
report related. They vacuum out attics and crawl spaces and dig up
lawns. They sometimes stay for weeks.

After 14 years, and possibly many more to go, a total of 1,890
homes have been cleaned out, all in an effort to rid the town of a
deadly substance: asbestos fibers, the report said.

The fibers came from a local mining operation run by W.R. Grace &
Co. in this valley town tucked along the base of the Cabinet
Mountains, the report further related.  They drifted through the
air to sicken and fatally poison not just workers but people who
simply lived here, according to government health officials. The
entire town and its surroundings have been designated a federal
Superfund site and are being cleaned both outdoors and indoors, at
a tab that has reached $400 million.

"They're feeding guinea pigs, fish and horses, and taking care of
house plants and starter tomatoes while families are relocated,"
Richard Mylott, a spokesman for the Environmental Protection
Agency, which has replaced Grace as the town's biggest employer,
told the news agency.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WIDEOPENWEST FINANCE: S&P Retains 'B' Rating on Sr. Sec. Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' issue-level
rating on Englewood, Colo.-based cable service provider
WideOpenWest Finance LLC's senior secured term loan B remains
unchanged following the company's proposed $25 million add-on to
its existing $400 million term loan B-1 (total of $425 million).
The recovery rating on the debt remains '3', indicating S&P's
expectation for meaningful (50%-70%) recovery for lenders in the
event of a payment default.  The company will use net proceeds to
repay outstanding borrowings under the senior secured revolving
credit facility.

Although the add-on will modestly reduce the company's interest
burden, the transaction is leverage-neutral, given the expected
repricing of the term loan B-1 tranche.

Standard & Poor's has reviewed its ratings on WideOpenWest, 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 WideOpenWest
because of the company's announced debt issue.  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

WideOpenWest Finance LLC
Corporate Credit Rating          B/Stable/--

Ratings Unchanged

WideOpenWest Finance LLC
Senior Secured
  $425M* term loan B-1            B
   Recovery Rating                3

* Following $25M add-on.


WINDSOR QUALITY: Moody's Rates $350MM Secured Term Loan 'B2'
------------------------------------------------------------
Moody's Investors Service, Inc. assigned a B2 rating to a proposed
$350 million seven-year senior secured term loan being offered by
Windsor Quality Food Co. Ltd. as part of a refinancing
transaction. Moody's also affirmed the company's B1 Corporate
Family Rating ("CFR"), upgraded the company's Probability of
Default Rating to B1-PD from B2-PD, and revised the rating outlook
to positive from stable.

Proceeds from the proposed covenant-lite term loan will be used to
repay all existing debt including approximately $97 million
outstanding under its Term Loan A and around $222 million
outstanding under its Term Loan B. Windsor will use the roughly
$30 million in remaining net proceeds for general purposes
including to fund capital investments. As part of the refinancing,
Windsor is also arranging a $100 million undrawn asset based
revolving loan facility (ABL) that will not be rated by Moody's.

Rating Rationale:

Windsor's B1 Corporate Family Rating reflects the company's
leading market position in the narrowly-defined ethnic frozen
foods category, modest financial leverage and solid liquidity
profile. These positives are offset by the company's relatively
small scale and product diversity compared to many of its peers,
and recent operational challenges in some of its plants that have
caused earnings volatility.

The incremental $31 million of term debt will increase debt/EBITDA
only slightly to around 4.5 times, incorporating Moody's
adjustments, which is strong for the B1 CFR category. Free cash
flow will be limited next year by higher cash expenditures related
to plant optimization initiatives, but should remain positive.

"The positive outlook reflects Moody's belief that the proposed
refinancing will strengthen Windsor's overall credit profile by
providing financial flexibility needed to make important
infrastructure investments that Moody's expects will lead to
improved operating efficiency," commented Brian Weddington, a
Moody's Senior Credit Officer.

Windsor recently made additions to its senior executive team to
drive improvements in operational performance after a series of
challenges at some of its plants. If Windsor encounters serious
execution problems in implementing the planned improvements,
Moody's outlook could be returned to stable.

Windsor Quality Food Co. Ltd.:

Rating assigned:

Proposed $350 million seven-year senior secured Term Loan B at B2,
61%-LGD4

Rating upgraded:

Probability of Default Rating to B1-PD from B2-PD.

Rating affirmed:

Corporate Family Rating at B1.

The following ratings will be withdrawn upon completion of the
proposed refinancing:

$80 million first-lien senior secured revolving credit facility at
B1, 35-LGD3;

$97 million first-lien senior secured Term Loan A at B1, 35-LGD3;

$222 million first-lien senior secured Term Loan B at B1, 35-LGD3.

The proposed $350 million term loan will rank below a new $100
million ABL facility (not rated) mainly due to its second-lien
position with respect to the highly liquid ABL collateral.

The Probability of Default Rating was upgraded to B1-PD from B2-PD
after applying the standard 50% family recovery rate to the
proposed capital structure compared to previous 65% family
recovery rate applied to the company's existing all first-lien
bank debt structure.

The positive outlook reflects Moody's expectation that in the year
ahead, Windsor will sustain stable operating performance,
successfully implement its plant optimization plan, and maintain a
conservative financial policy.

The ratings could be upgraded if Windsor demonstrates stability in
its plant operations and generates stable operating margin and
cash flow. Maintenance of debt/EBITDA below 4.5x with adequate
financial flexibility, and free cash flow-to-debt above 5% would
be required to warrant an upgrade. Moody's would consider a rating
downgrade if debt/EBITDA rose above 5.0x and free cash flow turned
negative.

Windsor Quality Food Company Ltd. ("Windsor") based in Houston
Texas, is a privately-held manufacturer of branded and private
label frozen foods. The company's two major divisions are Windsor
Foods, which specializes in ethnic and other frozen food
categories (e.g., Mexican, Asian, Italian, and coated appetizers)
sold through foodservice, consumer and industrial distribution
channels and Quality Sausage, which produces pre-cooked meats and
pizza toppings for industrial and foodservice channels. The
company generated net sales of approximately $800 million for the
twelve months ended September 30, 2013.

Windsor is controlled in all material aspects by HM International,
LLC, a privately held partnership of the Hojel and Meinig
families.


WINDSOR QUALITY: S&P Affirms 'B+' CCR & Rates $350MM Loan 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Houston-based Windsor Quality Food Co. Ltd.  The
rating outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to the
company's proposed $350 million term loan B.  The recovery rating
is '3', indicating that lenders could expect meaningful (50% to
70%) recovery in the event of a payment default.  S&P will
withdraw its ratings on the company's existing $80 million
revolving credit facility due 2016, $140 million term loan B due
2016, and $250 million term loan B due 2017 following the close of
this transaction and repayment of the existing debt.  All ratings
are subject to review and receipt of final documentation.

"The ratings on Windsor reflect our assessment of its 'weak'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Bea Chiem.

Proceeds from the new $350 million term loan B are expected to
refinance $319 million remaining outstanding on the company's
existing term loan A and term loan B, fund the company's purchase
of Chili Bowl (a prior variable interest entity of the company),
increase cash on balance sheet, and cover fees and expenses.  S&P
estimates that Windsor will have approximately $370 million in
operating lease adjusted debt following this transaction.


WOUND MANAGEMENT: Incurs $1.7 Million Net Loss in Third Quarter
---------------------------------------------------------------
Wound Management Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.68 million on $472,753 of
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss of $1.39 million on $360,245 of revenues for the
same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.66 million on $1.26 million of revenues as compared
with a net loss of $1.14 million on $734,191 of revenues for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.18
million in total assets, $6.66 million in total liabilities and a
$5.48 million total stockholders' deficit.

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

                        http://is.gd/BhQPMJ

                    Amends LOI Termination Date

On Oct. 11, 2013, Wound Management, together with certain of its
subsidiaries, entered into a letter of intent with Brookhaven
Medical, Inc., pursuant to which, among other things, (i) BMI made
a loan to the Company in the amount of $2,000,000 under a Secured
Convertible Drawdown Promissory Note and a drawdown loan
agreement, and (ii) BMI and the Company agreed to certain
exclusivity and other terms through Nov. 10, 2013, in connection
with the negotiation of an agreement and plan of merger pursuant
to which the Company would merge with a subsidiary of  BMI,
subject to various conditions precedent.

Effective Nov. 8, 2013, the Company and BMI entered into
amendments to the LOI, the Drawdown Note, and the Loan Agreement,
extending the Termination Date through Dec. 2, 2013.

On Nov. 13, 2013, the Company filed the Certificate of
Designations, designating 25,000 shares of the Company's Series D
Convertible Preferred Stock.

On Nov. 13, 2013, the Company filed a Certificate of
Designations, Number, Voting Power, Preferences and Rights of
Series D Convertible Preferred Stock, under which it designated
25,000 shares of Series D Preferred Stock. Shares of Series D
Preferred Stock are not entitled to any preference with respect to
dividends or upon liquidation, and will automatically convert (at
a ratio of 1,000-to-1) into shares of the Company's common stock,
par value upon approval of the Company's stockholders (and filing
of) and amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of Common Stock from
100,000,000 to 250,000,000.

                       About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Wound Management disclosed a net loss of $1.84 million on $1.17
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $12.74 million on $2.21 million of revenue
during the prior year.

Pritchett, Siler & Hardy, P.C., 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 incurred substantial losses
and has a working capital deficit which factors raise substantial
doubt about the ability of the Company to continue as a going
concern.


XCHANGE TECHNOLOGY: Gets Nod for Sale, Chapter 15
-------------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Nov. 25
granted Chapter 15 recognition to Canadian information technology
company  Xchange Technology Group LLC and approved its sale to its
primary creditor.

According to the report, at a hearing in Wilmington, U.S.
Bankruptcy Judge Kevin Gross found there was an ample record
supporting approval of Xchange's Chapter 15 petition and its sale
to Callidus Capital Corp.

"I'm pleased to sign both orders," Judge Gross said, the report
cited.

Headquartered in the Toronto suburb of Oakville, Xchange was
ordered into receivership in October by an Ontario judge, the
report related.

                   About Xchange Technology

Xchange Technology Group LLC, a Canada-based supplier of
information technology products, filed a petition on Oct. 29,
2013, in Delaware along with affiliates for protection in the U.S.
under Chapter 15 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-bk-12809).  The case is assigned to Judge Kevin Gross.

The Chapter 15 Petitioner's counsel is Mary Caloway, Esq., and
Kathleen A. Murphy, Esq., at Buchanan Ingersoll & Rooney PC, in
Wilmington, Delaware.

Xchange has 20 locations in eight countries, including Canada, the
U.S., the U.K. and Germany. In addition to information-technology
products, it provides associated hardware.

The senior secured debt amounts to $37 million. In addition, $6.4
million is owing to Triangle Capital Corp. on senior subordinated
notes. Trade suppliers have claims of $5.5 million, according to a
court filing.

Xchange also filed for creditor protection in Canada on Oct. 25,
2013, under the Bankruptcy and Insolvency Act.  A receiver was
appointed on Oct. 29 and immediately filed the Chapter 15 petition
in Delaware.  The Canadian proceedings are designed to sell the
business to secured lender Callidus Capital Corp., which acquired
the senior secured debt from PNC Bank NA.  The court-appointed
receiver is Duff & Phelps Canada Restructuring Inc.


YSC INC: Has Access to Cash Collateral Until Dec. 6
---------------------------------------------------
YSC Inc. has been granted continued access to cash collateral of
Wilshire State Bank and Whidbey Island Bank pending a hearing on
Dec. 6.

Following another preliminary hearing on the Debtor's request to
use cash collateral, Judge Marc Barreca on Nov. 21 entered his
third interim cash collateral order, noting that use of cash
collateral on an interim basis is necessary to avoid immediate and
irreparable harm to the estate pending a final hearing, and that
adequate protection to the creditors is appropriate under the
circumstances.

As specified in the agreed budget, the monthly paychecks for
Debtors' two principals, Sang and Chan Yim, and their two sons,
Daniel and Seung Yim, will be limited to an aggregate of $8,100
per month from the Comfort Inn and to an aggregate of $8,600 per
month from the Ramada Inn.

As adequate protection, the banks will receive monthly payments
and replacement liens.  The Debtor will continue to make its
monthly contractual payment of approximately $19,402 to Wilshire
Bank pursuant to the terms of its loan documents.  The Debtor will
pay the pre-maturity contractual payment of $96,309 to Whidbey
Island Bank by Oct. 1, 2013.  The Debtor will also continue to
make the contractual payment of $15,400 on the U.S. Small Business
Administration's second-position deed of trust pursuant to the
terms of the loan, which is current.

The fourth interim hearing will commence Dec. 6, 2013, at 9:30
a.m. before Judge Barreca, room 7106, 700 Stewart Street, Seattle,
Washington.

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.


ZBB ENERGY: Has $2.71-Mil. Net Loss for Third Quarter
-----------------------------------------------------
ZBB Energy Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $2.71 million on $1.07 million of total revenues for the three
months ended Sept. 30, 2013, compared to a net loss of $3.02
million on $1.82 million of total revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2013, showed $14.32
million in total assets, $7.72 million in total liabilities, and
stockholders' equity of $6.6 million.

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

                       http://is.gd/z2PAVw

Milwaukee, Wisconsin-based ZBB Energy Corporation (NYSE MKT: ZBB)
develops and manufactures distributed energy storage solutions
based upon the Company's proprietary zinc bromide rechargeable
electrical energy storage technology and proprietary power
electronics systems.   A developer and manufacturer of modular,
scalable and environmentally friendly power systems, ZBB was
incorporated in Wisconsin in 1998 and is headquartered in
Wisconsin, U.S.A. with offices also located in Perth, Western
Australia.


* Report Says Royal Bank of Scotland Forced Defaults
----------------------------------------------------
Margot Patrick, writing for The Wall Street Journal, reported that
Royal Bank of Scotland PLC was accused on Nov. 25 of pushing small
businesses into default to boost its profit, putting the bank back
in the firing line with government officials who only earlier this
month decided the partly state-owned bank didn't need to be broken
up to help boost Britain's economic recovery.

A report by Lawrence Tomlinson, an adviser to Business Secretary
Vince Cable, alleges that in some cases, RBS forced business
customers to default on loans so that the bank could charge higher
fees or seize their properties and sell them, the Journal related.

Mr. Tomlinson said he found evidence that RBS had revalued or
changed the terms of loans owed by "good and viable" businesses,
with the apparent aim of moving them into its turnaround division,
Global Restructuring Group, and putting them on a "journey to
insolvency," the report further related.  His report was based
mainly on information provided to him by existing and former RBS
business customers.

Similar allegations against the RBS unit have previously been made
publicly by a number of its borrowers, and in investigative
reports by U.K. media, but the bank has always denied that it
sought to force companies out of business, the Journal report
said.

Chancellor George Osborne said the findings are "shocking" and
will be investigated, the Journal added.  Mr. Cable said he turned
the report over to the U.K. financial regulators, the Financial
Conduct Authority and the Prudential Regulation Authority for
review. A PRA spokesman said it will consider the findings of the
Tomlinson report and work closely with the FCA on the matter. A
spokesman for the FCA declined to comment.


* Illinois Appeals Court Flips Ruling On Atty Malpractice Policy
----------------------------------------------------------------
Law360 reported that Illinois State Bar Association Mutual
Insurance Co. is on the hook for defending a Chicago-area lawyer
against a legal malpractice lawsuit even though his partner
concealed the suit from the insurer, an Illinois appeals court
ruled on Nov. 25, reversing a lower court decision that scrapped
the relevant policy.

According to the report, in a 20-page opinion, the three-judge
panel found that the common law "innocent insured doctrine"
maintained coverage for Will Terpinas Jr. despite the fact that
his partner, Sam Tuzzolino, lied to the insurer when renewing the
policy.


* Orrick Herrington, Pillsbury Winthrop End Merger Talks
--------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
merger talks are off between law firms Orrick Herrington &
Sutcliffe LLP and Pillsbury Winthrop Shaw Pittman LLP.

According to the report, firm leaders said in an interview on the
afternoon of Nov. 25 that client conflicts ended the proposed
union, which would have created a 1,700-lawyer firm with $1.4
billion in estimated revenue.

Despite concerted efforts over the past two months, the firms
couldn't reconcile the conflicts between Orrick's public-finance
practice and Pillsbury's tax-controversy, environmental and land-
use, and real-estate practices, the report related.

Some Pillsbury clients in those groups have "interests that are
sometimes adverse to interests of public agencies," said Pillsbury
Chairman Jim Rishwain, the report cited.  "Those agencies are a
core set of clients for Orrick."

Law firms under pressure to boost revenue at a time of diminished
demand for their services are increasingly chasing growth through
mergers and other tie-ups, the report said.  But such combinations
can be both costly and logistically onerous, and talks often
founder before firms reach a formal agreement to combine.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***