TCR_Public/131204.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, December 4, 2013, Vol. 17, No. 336

                            Headlines

849 EAST 226TH STREET: Voluntary Chapter 11 Case Summary
ACCESS PHARMACEUTICALS: Terminates Employment of Two Executives
ADAYANA INC: U.S. Trustee Unable to Form Committee
ADAYANA INC: Can Employ Taft Stettinius as Counsel
ADVENT NETWORKS: Wants Suit Against Southern Union Revived

AFA INVESTMENT: Cash Collateral Termination Date Moved to Dec. 6
AIRCASTLE LTD: S&P Rates $300MM Sr. Unsecured Notes 'BB+'
ALLENS INC: Court Approves Alvarez & Marsal to Provide CRO
ALLENS INC: Can Employ Greenberg Traurig as Bankruptcy Counsel
ALLENS INC: May Hire Mitchell Williams as Local Counsel

APRIA HEALTHCARE: S&P Puts 'B+' Rating on CreditWatch Positive
ARI-RC 6: Hires Levene Neale as Third Wave Debtors' Counsel
ATLANTIC COAST: Prices Public Offering of $42-Mil. Common Stock
BG MEDICINE: Receives Add'l Non-Compliance Notice From NASDAQ
BOOMERANG SYSTEMS: HSK's Dave Koffman Named to Board

BROTHERS ROOFING: Case Summary & 20 Largest Unsecured Creditors
BUILDERS FIRSTSOURCE: Registers 24.8 Million Common Shares
CELL THERAPEUTICS: Had $4.1MM Financial Standing at Oct. 31
CHA CHA ENTERPRISES: Can Use WF Cash Collateral Until Dec. 15
CHA CHA ENTERPRISES: Lease Decision Period Extended Until Feb. 17

CHA CHA ENTERPRISES: Plan Filing Deadline Moved to Feb. 17
CHRISTIAN LIFE CENTER: Voluntary Chapter 11 Case Summary
CHRYSLER GROUP: Nov. U.S. Sales Rise 16% on Strong Truck Demand
CIELO VINEYARDS: Winery Seeks Bankruptcy Reorganization
COASTAL CONDOS: Lender Wants to Dismiss Case as Bad Faith Filing

COASTAL CONDOS: First Equitable Opposes Plan Confirmation
DETROIT, MI: Retiree Committee Taps Segal as Actuarial Consultant
DETROIT, MI: Retirees Got Extra Interest After Guaranteed 7.9%
DETROIT, MI: Chapter 9 Eligibility Ruling Looms
DEVONSHIRE PGA: Wins Chapter 11 Plan Confirmation

DEWEY & LEBOEUF: Hits 5 More Partners With Clawback Suits
DUNLAP OIL: Asks Court to Reconsider Denial of Plan Confirmation
E.W. SCRIPPS: S&P Assigns 'BB-' CCR & Rates $275MM Debt 'BB+'
ELBIT IMAGING: Amends 2012 Annual Report
ELBIT IMAGING: Incurs NIS702 Million Loss in Third Quarter

EQUIPMENT ACQUISITION: IRS Immune From Bankruptcy Trustees
ESSENTIAL POWER: S&P Puts 'BB' Rating on CreditWatch Negative
EWGS INTERMEDIARY: Gets Final OK to Incur $38 Million DIP Loan
FIRST CONNECTICUT IV: Plan Filing Exclusivity Extended to Jan. 31
FLY LEASING: S&P Assigns 'BB' Rating on $250MM Sr. Unsecured Notes

FURNITURE BRANDS: Committee Can Retain Blank Rome as Co-Counsel
FURNITURE BRANDS: Can Hire RCS Real Estate as Real Estate Advisor
GELT PROPERTIES: Dec. 4 Hearing on DIP Financing From Golf Finance
GELT PROPERTIES: Hearing Today on Adequacy of Plan Outline
GENELINK INC: Amends 2012 Annual Report

GENERAL AUTO: Jan. 13 Hearing Set on Discharge
GENESIS HEALTHCARE: S&P Revises Outlook on 'B' Rating to Negative
GMX RESOURCES: Files First Amended Reorganization Plan
HALDEN ACQUISITION: Involuntary Chapter 11 Case Summary
HARDWICK CLOTHES: Voluntary Chapter 11 Case Summary

HEALTHWAREHOUSE.COM INC: Incurs $1.1MM Net Loss in 3rd Quarter
HOYT TRANSPORTATION: May Sell 9 School Buses to Penny and C&C
HOYT TRANSPORATION: Agrees on Payments to Santander Bank
INTELLIPHARMACEUTICS INT'L: Offering $16.8 Million Common Shares
ISC8 INC: Names Lanes Founder and McKinley President to Board

LEHMAN BROTHERS: Liquidators Settle Australia Creditors CDO Suit
LEVEL 3: Closes Offering of $300 Million of Senior Notes
LIGHTSQUARED INC: Ergen Knew Debt Buys Were Improper
MATADOR PROCESSING: Case Summary & 20 Largest Unsecured Creditors
MCTEER PROPERTY: Case Summary & 8 Largest Unsecured Creditors

MENZIES HOTELS: Topland Snaps Up $139M in UK-Based Hotel Assets
METRO AFFILIATES: Receives Final Access to $53.5 Million Loan
METRO AFFILIATES: Committee Balks at Rothschild's Completion Fee
METRO AFFILIATES: Court Approves Dec. 11 Auction of Assets
METRO AFFILIATES: 3 Members of Unsec. Creditors Committee

MI PUEBLO: Dec. 10 Hearing on Further Access to Cash Collateral
MI PUEBLO: Has Until Feb. 17 to Decide on Non-Residential Leases
MI PUEBLO: May Incur $1.9MM DIP Loan From Founder
MICROVISION INC: Amends Bylaws to Change Quorum Requirements
MOTORCAR PARTS: To Buy Warrants From Cerberus for $2.2 Million

MOUNTAIN PROVINCE: Closes C$29.4M Non-Brokered Private Placement
NEWLEAD HOLDINGS: Annual Shareholders' Meeting Set on Dec. 23
NORTHEAST INDUSTRIAL: Case Summary & 10 Unsecured Creditors
OCZ TECHNOLOGY: Proposes Toshiba-Led Sale Process
OCZ TECHNOLOGY: Proposes $23.5-Mil. Financing From Toshiba

OCZ TECHNOLOGY: Proposes to Pay $4.02-Mil. to Critical Vendors
OCZ TECHNOLOGY: Case Summary & 30 Largest Unsecured Creditors
OPEN TEXT: S&P Affirms 'BB+' Corporate Credit Rating
PEACH BLOSSOM: Case Summary & 6 Largest Unsecured Creditors
PERSONAL COMMUNICATIONS: Wants Until March 17 to Decide on Leases

PLANDAI BIOTECHNOLOGY: Amends Fiscal 2013 Annual Report
PLAZA ANTILLANA: Case Summary & 4 Largest Unsecured Creditors
POTASH CORP: To Cut Over 1,000 Jobs Due to Sluggish Environment
RAHA LAKES: Confirms First Amended Chapter 11 Plan
RESIDENTIAL CAPITAL: Defends Kessler Settlement

RESIDENTIAL CAPITAL: Okayed to Assign Normandale Lease
RESIDENTIAL CAPITAL: Court Sustains Objection to Sweeting Claims
RESPONSE BIOMEDICAL: Expands Chinese Distribution for RAMP
ROBERT SCHROEDER: Creditor Asks to Maintain $3.7-Mil. Ruling
SAAB AUTOMOBILE: Makes Its Latest Comeback

SALIX PHARMACEUTICALS: S&P Assigns B+ CCR & Rates $1.35BB Debt BB
SCRUB ISLAND: FirstBank Asks Court to Toss Chapter 11
SEDONA DEVELOPMENT: Lenders Withdraw Motion to Enforce Plan
SHAMROCK-HOSTMARK: Compromise With Lender Okayed; Case Dismissed
SHILO INN TWIN FALLS: Dec. 17 Hearing on Bid to Use Cash

SHILO INN TWIN FALLS: Still in Talks with CBT on Exit Plan
SIMPLY WHEELZ: Dec. 9 Auction of All Assets Set
STELLAR BIOTECHNOLOGIES: To Present at LD Micro Conference
STEREOTAXIS INC: 3.4 Million Common Shares Exercised
STRADELLA INVESTMENTS: Trustee Hires Buchalter Nemer as Counsel

T-L CHEROKEE: Hires McDowell Rice as Special Counsel
TEE INVESTMENT: Dec. 18 Hearing on Chapter 7 Conversion Bid
TEN SAINTS: Court Enters Final Decree Closing Reorganization Case
THERAPEUTICSMD INC: Rob Smith Stake Slightly Down to 8.6%
THERAPEUTICSMD INC: Steve Johnson Stake Down to 4% as of Nov. 27

TMT GROUP: Creditor Seeks To Pursue $2.7M Real Estate Transfer
TRINITY COAL: Extends DIP Loans' Maturity Date to Feb. 28
UC INVESTMENTS: Judge Rejects Lenders' Bid for Interim Receiver
ULTRA PETROLEUM: S&P Assigns 'BB' CCR & Rates $400MM Notes 'BB'
UNITEK GLOBAL: Cetus Capital Stake at 5.8% as of July 25

VELTI INC: Secures $25MM DIP Loan After Striking Creditor Deal
VIASAT INC: S&P Lowers Senior Unsecured Notes Rating to 'B-'
VILLAGE AT KNAPP'S: Asks for Nod to Use IBoC Cash Collateral
VILLAGE AT KNAPP'S: Plan Proposes to Repay Creditors Over Time
VILLAGE AT NIPOMO: Can Employ John Rossetti as Broker

WARNER MUSIC: Amends Senior Management Cash Flow Plan
WESTMORELAND COAL: J. Gendell Held 11.8% Equity Stake at Nov. 18
WHEET ENTERPRISES: Case Summary & 3 Unsecured Creditors
WPCS INTERNATIONAL: Barry Honig Ownership at 9.9% as of Nov. 26
WTG HOLDINGS III: S&P Assigns 'B' Corp. Credit Rating

YARWAY CORP: Has Until April 17 to Propose Reorganization Plan

* No Penalties Planned in Swaps Probe
* FCA to Review Allegations That RBS Pushed Small Firms to Default
* Tally of U.S. Banks Sinks to Record Low

* Upcoming Meetings, Conferences and Seminars


                            *********


849 EAST 226TH STREET: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: 849 East 226th Street, Inc.
        25 Seventh Street
        Pelham, NY 10803

Case No.: 13-13907

Chapter 11 Petition Date: December 2, 2013

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

Judge: Hon. Robert E. Gerber

Debtor's Counsel: Pro Se

Estimated Assets: $500 million to $1 billion

Estimated Debts: $500 million to $1 billion

The petition was signed by Fernando Geremia, president.

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


ACCESS PHARMACEUTICALS: Terminates Employment of Two Executives
---------------------------------------------------------------
David P. Nowotnik and Stephen B. Thompson are no longer serving as
executive officers of the Company.  Both of the former executives
may work with the Company in a consulting capacity in the future.

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

Access Pharmaceuticals disclosed a net loss allocable to common
stockholders of $12.53 million on $4.40 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
allocable to common stockholders of $4.30 million on $1.84 million
of total revenues during the prior year.  The Company's balance
sheet at Sept. 30, 2013, showed $1.09 million in total assets,
$14.26 million in total liabilities and a $13.16 million total
stockholders' deficit.

Whitley Penn LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has had recurring losses from operations, negative cash
flows from operating activities and has an accumulated deficit,
which conditions raise substantial doubt about the Company's
ability to continue as a going concern.


ADAYANA INC: U.S. Trustee Unable to Form Committee
--------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10, said
that an official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the bankruptcy case of Adayana, Inc.

The U.S. Trustee has attempted to solicit creditors interested in
serving on the Unsecured Creditors' Committee from the 20 largest
unsecured creditors.  After excluding governmental units, secured
creditors and insiders, the U.S. Trustee has been unable to
solicit sufficient interest in serving on the Committee, in order
to appoint a proper Committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

Office of the U.S. Trustee can be reached at:

         Ronald J. Moore
         Office of the United States Trustee
         101 W. Ohio Street, Suite 1000
         Indianapolis, IN 46204
         Tel: (317) 226-6268
         Fax: (317) 226-6356
         E-mail: Ronald.Moore@usdoj.gov

                        About Adayana, Inc.

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

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

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

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


ADAYANA INC: Can Employ Taft Stettinius as Counsel
--------------------------------------------------
Adayana, Inc., sought and obtained authorization from the U.S.
Bankruptcy Court for the Southern District of Indiana to employ
Taft Stettinius & Hollister LLP as counsel, nunc pro tunc to
Oct. 14, 2013.

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

   (a) prepare filings and conduct examinations incidental to the
       administration of a Chapter 11 case;

   (b) advice regarding its legal rights, duties, and obligations
       a debtor-in- possession; and

   (c) perform legal services incidental and necessary to the day-
       to-day operations of the Debtor's business, including but
       not limited to institution and prosecution of necessary
       legal matters and proceedings, loan restructuring, and
       general business and corporate legal advice and assistance,
       all of which are necessary to the proper preservation and
       administration of the estates.

Taft Stettinius will be paid at these hourly rates:

       Jerald I. Ancel, Partner        $550
       Timothy J. Hurley, Partner      $495
       Marlene Reich, Partner          $495
       Michael P. O'Neil, Partner      $495
       George D. Molinsky, Partner     $470
       Jeffrey J. Graham, Partner      $395
       John R. Humphrey, Partner       $395
       Andrew T. Kight, Partner        $390
       Sharon I. Shanley, Associate    $365
       Casey C. Schwartz, Associate    $295
       Erin C. Nave, Associate         $250
       Celeste A. Brodnik, Paralegal   $245
       Shawn D. Lantz, Filing Clerk    $190

Taft Stettinius has received a $27,127 retainer for its services
in this Chapter 11 case.  The retainer is in Taft Stettinius'
trust account to be drawn upon if a monthly statement is not paid
pursuant to the terms of Taft's engagement and any compensation
procedures approved by the Bankruptcy Court.

Taft Stettinius will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Michael P. O'Neil, partner of Taft Stettinius, 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 Adayana, Inc.

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

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

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

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


ADVENT NETWORKS: Wants Suit Against Southern Union Revived
----------------------------------------------------------
Law360 reported that the trustee for a bankrupt telecommunications
equipment provider told a Texas appeals court that Southern Union
Co., a unit of Energy Transfer Partners LP that had invested in
the telecom company, blocked a $7 million private equity sale and
should be held accountable for the company's failure.

According to the report, in a brief filed with the First District
Court of Appeals, Advent Networks Inc. trustee Ronald Ingalls
argued that his suit against Southern Union should not have been
dismissed.

Founded by cable industry professionals, Advent Networks developed
the Ultraband platform to deliver last-mile dedicated bandwidth
over unmodified hybrid fiber coaxial cable.  The Company sought
protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D.Tex. Case No. 05-11997) on April 11, 2005.


AFA INVESTMENT: Cash Collateral Termination Date Moved to Dec. 6
----------------------------------------------------------------
In papers filed Nov. 20, AFA Investment Inc., and its debtor
affiliates, and the agent for the second lien lenders notified the
U.S. Bankruptcy Court for the District of Delaware they have
agreed to a further extension of the termination date under the
Interim Cash Collateral Order through and including Dec. 6, 2013.

On Sept. 19, 2012, the Court issued the interim order (i)
authorizing the Debtors to use cash collateral of the second lien
secured parties; and (ii) providing adequate protection to the
second lien secured parties.

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Laura Davis Jones,
Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias
S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B.
Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia, represent the Debtors.  FTI Consulting Inc. serves as the
Debtors' financial advisors and Imperial Capital LLC serves as
marketing consultants.  Kurtzman Carson Consultants LLC serves as
noticing and claims agent.

As of Feb. 29, 2012, the Debtors' books and records on a
consolidated basis, reflected approximately $219 million in assets
and $197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Debtors' cases.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon
LLP serves as co-counsel.  The Committee also obtained approval to
retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July 2012.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AIRCASTLE LTD: S&P Rates $300MM Sr. Unsecured Notes 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to Aircastle Ltd.'s $300 million senior unsecured notes.
The recovery rating is '3', indicating S&P's expectation that
lenders would receive meaningful (50%-70%) recovery of principal
in the event of a payment default.  The company intends to use the
proceeds for general corporate purposes, including purchasing
aircraft.

The rating on Stamford, Conn.-based Aircastle reflects its
position as a midsize provider of aircraft operating leases and
its diversified fleet, as measured by aircraft types and location
of lessees.  The limiting credit considerations comprise the
company's exposure to cyclical demand for aircraft, the
fluctuations in lease rates and aircraft values, and some airline
customers' weak credit quality.  S&P assess Aircastle's business
risk profile as "fair," its financial risk profile as
"significant," and its liquidity as "adequate," based on its
criteria.

The rating outlook is stable.  S&P expects Aircastle's financial
profile to remain relatively consistent through 2014, with higher
earnings and cash flow driven by fleet additions, offset by
incremental debt to finance fleet growth.

S&P could lower rating if airline bankruptcies and lower
utilization and lease rates cause funds from operations to debt to
decline to below the high single-digit percent area for a
sustained period.  Alternatively, S&P could lower rating if
aggressive capital spending or share repurchases resulted in debt
to capital increasing to the mid-70% area.  S&P do not consider a
rating upgrade likely, unless the company grows substantially,
improving its competitive position and fleet diversity, which
could cause S&P to revise its business risk assessment from the
current "fair."

RATINGS LIST

Aircastle Ltd.
Corporate Credit Rating                BB+/Stable/--

NEW RATING

Aircastle Ltd.
$300 million senior unsecured notes    BB+
  Recovery Rating                       3


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

Alvarez & Marsal will also provide:

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

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

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

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

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

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

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

Alvarez & Marsal will be paid at these hourly rates:

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

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

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

Jonathan Hickman, managing director of Alvarez & Marsal, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                         About Allens Inc.

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

Maria J. DiConza, Esq., shareholder of Greenberg Traurig, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                         About Allens Inc.

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

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

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

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


ALLENS INC: May Hire Mitchell Williams as Local Counsel
-------------------------------------------------------
Allens, Inc., and All Veg, LLC, sought and obtained authority from
the U.S. Bankruptcy Court for the Western District of Arkansas,
Fayetteville Division, to employ Mitchell, Williams, Selig, Gates
& Woodyard, P.L.L.C., as local counsel.

The applicable hourly rates range from $215 to $500 for members,
$135 to $275 for associates and $85 to $175 for legal assistants.
The hourly rates for the members and associates anticipated to be
primarily involved in representing the Debtors are:

   Stan D. Smith, Esq.                               $315
   Lance R. Miller, Esq.                             $295
   Margaret Johnston, Esq.                           $245
   Chris McNulty, Esq.                               $195
   Shena Phagan, paralegal                            $90

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

Mr. Smith, a member at Mitchell Williams, assures 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.

Prior to the Petition Date, Mitchell Williams received advance
payment retainers in the amounts of $50,000 on Feb. 27, 2013, and
$50,000 on May 9, 2013.  Within the one year prior to the Petition
Date, Mitchell Williams received payments for work performed and
expenses incurred prior to the petition filing which totaled
$380,002, of which $268,658 was paid within the 90-day period
preceding the Petition Date.  At the time of the bankruptcy
filing, Mitchell Williams had in its possession a retainer balance
of $79,286 to cover projected fees, charges and disbursements to
be incurred in the Chapter 11 case.

                         About Allens Inc.

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

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

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

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


APRIA HEALTHCARE: S&P Puts 'B+' Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Lake
Forest, Calif.-based Apria Healthcare Group Inc. on CreditWatch
with positive implications.

Apria announced that the company intends to sell its Coram home
infusion therapy business to CVS Caremark for $2.1 billion.
Apria's home infusion therapy business generates more than 50% of
the company's $2 billion in annual revenue.

"Following the completion of the sale, Apria will remain a leading
player in its respiratory home medical equipment and negative
wound pressure businesses," said Standard & Poor's credit analyst
Tahira Wright.  "We expect the company to use the cash proceeds
from the sale to extinguish all outstanding debt.  We expect the
company's long-term plan will include expansion through
acquisitions."

The "weak" business risk profile considers Apria's exposure to
third-party reimbursement and concentration in the highly
fragmented $65 billion home healthcare industry.  The business
profile is bolstered by its leading position in respiratory, home
health equipment, and negative wound pressure businesses.

S&P could raise the rating if the company satisfies its debt
burden with cash proceeds, and it has confidence that the
company's sponsor, The Blackstone Group, will not raise the
leverage of the company above 4.0x.


ARI-RC 6: Hires Levene Neale as Third Wave Debtors' Counsel
-----------------------------------------------------------
ARI-RC 6, LLC and its debtor-affiliates ask for permission from
the U.S. Bankruptcy Court for the Central District of California
to employ Levene, Neale, Bender, Yoo & Brill LLP as general
bankruptcy counsel for the Third Wave Debtors, effective
Sept. 9, 2013.

The Third Wave Debtors are the debtor-affiliates that each filed
voluntary Chapter 11 petition on Sept. 9, 2013.

The Third Wave Debtors seek to employ Levene Neale as their
bankruptcy counsel to render, among other things, the following
types of professional services:

   (a) advise the Third Wave Debtors with regard to the
       requirements of the Bankruptcy Court, Bankruptcy Code,
       Bankruptcy Rules and the Office of the U.S. Trustee as they
       pertain to the Third Wave Debtors;

   (b) advise the Third Wave Debtors with regard to certain rights
       and remedies of their bankruptcy estates and the rights,
       claims and interests of creditors;

   (c) represent the Third Wave Debtors in any proceeding or
       hearing in the Bankruptcy Court involving their estates
       unless the Third Wave Debtors are represented in such
       proceeding or hearing by other special counsel;

   (d) conduct examinations of witnesses, claimants, or adverse
       parties and representing the Third Wave Debtors in any
       adversary proceeding except to the extent that any
       adversary proceeding is in an area outside of Levene
       Neale's expertise or which is beyond Levene Neale's
       staffing capabilities;

   (e) prepare and assist the Third Wave Debtors in the
       preparation of reports, applications, pleadings and orders
       including, but not limited to, applications to employ
       professionals, interim statements and operating reports,
       initial filing requirements, schedules and statement of
       financial affairs, lease pleadings, cash collateral
       pleadings, financing pleadings, and pleadings with respect
       to the Third Wave Debtors' use, sale or lease of property
       outside the ordinary course of business;

   (f) represent the Third Wave Debtors with regard to obtaining
       use of debtor-in-possession financing and cash collateral
       including, but not limited to, negotiating and seeking
       Bankruptcy Court approval or any debtor in possession
       financing and cash collateral pleading or stipulation and
       preparing any pleadings relating to obtaining use of
       debtor-in-possession financing and cash collateral;

   (g) assist the Third Wave Debtors in the negotiation,
       formulation, preparation and confirmation of a plan of
       reorganization and the preparation and approval of a
       disclosure statement in respect of the plan; and

   (h) perform any other services which may be appropriate in
       Levene Neale's representation of the Third Wave Debtors
       during their bankruptcy cases.

Levene Neale will be paid at these hourly rates:

       David W. Levene         $595
       David L. Neale          $595
       Ron Bender              $595
       Martin J. Brill         $595
       Timothy J. Yoo          $595
       Edward M. Wolkowitz     $595
       David B. Golubchik      $595
       Monica Y. Kim           $575
       Beth Ann R. Young       $575
       Daniel H. Reiss         $575
       Irving M. Gross         $575
       Philip A. Gasteier      $575
       Kurt Ramlo              $575
       Jacqueline Rodriguez    $525
       Juliet Y. Oh            $525
       Michelle S. Grimberg    $525
       Todd M. Arnold          $525
       Todd A. Frealy          $525
       Anthony A. Friedman     $475
       Carmela T. Pagay        $475
       Krikor J. Meshefejian   $430
       John-Patrick M. Fritz   $430
       Lindsey L. Smith        $325
       Paraprofessionals       $195

The Debtors expect that Daniel H. Reiss and J.P. Fritz, whose
hourly billing rates are $575, and $430, respectively, will be the
primary attorneys at Levene Neale responsible for the
representation of the Third Wave Debtors during their Chapter 11
cases.

Levene Neale will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In the one year prior to filing for bankruptcy, the Debtors paid
$296,000 retainer to Levene Neale, inclusive of filing fees, plus
$8,000 for direct costs.  With respect to the period prior to the
First Wave Debtors filing for bankruptcy on July 15, 2013, Levene
Neale applied $69,416.80 of the retainer for fees incurred in
connection with preparation of the bankruptcy filings, therefore,
as of the petition date, the retainer balance was $226,583.20.
After Jul. 15, 2013, but prior to the Second Wave Debtors filing
for bankruptcy on Aug. 1 and 2, 2013, Levene Neale drew down on
the retainer in an additional amount of $64,441.30, which
corresponded to the services performed for the TICs that had not
yet filed.  After Aug. 2, 2013, but prior to the Third Wave
Debtors filing for bankruptcy on Sept. 9, 2013, Levene Neale drew
down on the retainer in an additional amount of $36,144.02, which
corresponded to fees and costs associated with the Third Wave
Debtors prior to thie bankruptcy filing.  After deducting these
amounts from the retainer, these remains post-petition retainer in
the amount of $125,997.88.

Daniel H. Reiss, partner of Levene Neale, 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.

Levene Neale can be reached at:

       Daniel H. Reiss, Esq.
       LEVENE, NEALE, BENDER, YOO & BRILL LLP
       10250 Constellation Blvd., Ste 1700
       Los Angeles, CA 90067
       Tel: (310) 229-1234
       Fax: (310) 229-1244
       E-mail: dhr@lnbyb.com

                          About ARI-RC

ARI-RC 6, LLC, and four related entities -- ARI-RC 14, LLC, ARI-RC
12, LLC, ARI-RC 21, LLC, ARI-RC 23, LLC -- filed voluntary
petitions under Chapter 11 on July 15, 2013.  Kenneth Greene
signed the petitions as president.

ARI-RC 3, LLC, and nine affiliates filed for Chapter 11 protection
on Aug. 1, 2013.  ARI-RC 11 and three more affiliates subsequently
filed their own Chapter 11 cases on Aug. 2, 2013.  The petitions
were signed by R. Frederick Hodder, Jr. and Monroe Sawhill Hodder,
trustees.

ARI-RC 2, LLC, and 11 other entities owned by the Guerrero Trust
dated March 27, 2007 sought Chapter 11 protection on Sept. 9,
2013.  The petitions were signed by Kathleen Guerrero, trustee.

The Debtors own tenant in common interests (the "TIC Interests")
in land and two buildings located at 1525 and 1535 Rancho Conejo
Boulevard, in Thousand Oaks, California.  The two buildings, with
the associated parking area, are situated on a parcel of about
14.16 acres within the Conejo Spectrum Business Park, a 100-acre
businss park which is primarily "flex office".

The Debtors' cases are jointly administered under the lead case of
ARI-RC 6, Case No. 13-14692, in the U.S. Bankruptcy Court for the
Central District of California.  Judge Alan M. Ahart presides over
the cases.

Daniel H. Reiss, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., as counsel for Debtors.


ATLANTIC COAST: Prices Public Offering of $42-Mil. Common Stock
---------------------------------------------------------------
Atlantic Coast Financial Corporation, the holding company for
Atlantic Coast Bank, announced the pricing of its underwritten
offering of $42 million of its common stock at a price to the
public of $3.75 per share.  FBR Capital Markets & Co. is acting as
the sole book-running manager for the offering. The Company has
granted the underwriters a 30-day option to purchase up to an
additional 1,680,000 shares of common stock, solely to cover over-
allotments, if any.

Net proceeds from the sale of the shares after underwriting
discounts and estimated offering expenses are expected to be
approximately $39.2 million.  If the underwriters exercise their
over-allotment option in full, net proceeds from the offering are
expected to be approximately $45.2 million.  The Company intends
to use the net proceeds of the offering for general corporate
purposes, including contributing substantially all of the net
proceeds of the offering to the Bank to maintain capital ratios at
required levels and to support growth in the Bank's loan and
investment portfolios.  The offering is expected to close on
Dec. 3, 2013, subject to customary closing conditions.

                        About Atlantic Coast

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

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

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

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


BG MEDICINE: Receives Add'l Non-Compliance Notice From NASDAQ
-------------------------------------------------------------
BG Medicine, Inc., received written notice from the Listing
Qualifications Department of The NASDAQ Stock Market LLC
indicating that, for the preceding 30 consecutive business days,
the market value of the Company's publicly held shares had closed
below the minimum $15,000,000 threshold for continued listing on
The NASDAQ Global Market, as set forth in NASDAQ Listing Rule
5450(b)(2)(C).  The notice has no immediate effect on the listing
or trading of the Company's common stock and the common stock will
continue to trade on The NASDAQ Global Market under the symbol
"BGMD" at this time.  In accordance with NASDAQ Listing Rule
5810(c)(3)(D), the Company has been granted a grace period of 180
calendar days, or until May 21, 2014, to regain compliance with
the Rule.  Compliance can be achieved automatically and without
further action if the market value of the Company's publicly held
shares closes at or above $15,000,000 for at least 10 consecutive
business days at any time during the 180-day compliance period.

As previously disclosed via a Current Report on Form 8-K filed
Nov. 15, 2013, the Company has requested a hearing before the
NASDAQ Listing Qualifications Panel to address its non-compliance
with the $50 million market value of listed securities requirement
for continued listing on The NASDAQ Global Market, as set forth in
NASDAQ Listing Rule 5450(b)(2)(A).  At the hearing, the Company
may request the transfer of its listing to The NASDAQ Capital
Market pursuant to an extension within which to complete its plan
to evidence compliance with all applicable requirements for
continued listing on that market.  The requirements for continued
listing on the Capital Market are generally lower than the
requirements for The NASDAQ Global Market.  In particular, the
Company may evidence compliance with the Capital Market listing
standards by demonstrating, among other things, either $2.5
million in stockholders' equity or a market value of listed
securities of $35 million and a market value of publicly held
shares of $1 million.

The Company also remains subject to a grace period of 180 calendar
days, or until March 24, 2014, to regain compliance with the $1.00
bid price requirement for continued listing on The NASDAQ Global
Market, as set forth in NASDAQ Listing Rule 5450(a)(1).
Compliance with the bid price requirement can be achieved if the
bid price for the Company's common stock closes at or above $1.00
per share for a minimum of 10 consecutive business days during the
180-day period ending March 24, 2014.  Alternatively, if upon the
expiration of the grace period on March 24, 2014, the Company is
in compliance with the continued listing requirements for the
market value of publicly held shares and all other requirements
for initial listing on The NASDAQ Capital Market other than the
minimum bid price requirement, the Company could obtain an
additional grace period to regain compliance with the $1.00 bid
price requirement, provided its listing is transferred to The
NASDAQ Capital Market.

                         About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

In its annual report for the period ended Dec. 31, 2012, the
Company said: "We expect to incur further losses in the
commercialization of our cardiovascular diagnostic test and the
operations of our business and have been dependent on funding our
operations through the issuance and sale of equity securities.
These circumstances may raise substantial doubt about our ability
to continue as a going concern."

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  As of Sept. 30, 2013,
the Company had $13.56 million in total assets, $12.95 million in
total liabilities and a $610,000 total stockholders' equity.


BOOMERANG SYSTEMS: HSK's Dave Koffman Named to Board
----------------------------------------------------
David Koffman was appointed to Boomerang Systems, Inc.'s Board of
Directors.  Mr. Koffman will also serve as a member of the
Company's Audit Committee.

Mr. Koffman is a graduate of the University of Pennsylvania's
Wharton School of Business.  He has worked for HSK Industries,
Inc., for over 30 years in various capacities, including finance,
operations and strategic planning.

Additional information is available for free at:

                         http://is.gd/Z4XL86

                       About Boomerang Systems

Headquartered in Morristown, New Jersey, Boomerang Systems, Inc.
(Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang
Utah, is engaged in the design, development, and marketing of
automated racking and retrieval systems for automobile parking and
automated racking and retrieval of containerized self-storage
units.

Boomerang incurred a net loss of $17.42 million for the fiscal
year ended Sept. 30, 2012, compared with a net loss of $19.10
million during the prior year.  The Company's balance sheet at
March 31, 2013, showed $4.46 million in total assets, $23.19
million in total liabilities and a $18.73 million total
stockholders' deficit.

                         Bankruptcy Warning

"Our operations may not generate sufficient cash to enable us to
service our debt.  If we were to fail to make any required payment
under the notes and agreements governing our indebtedness or fail
to comply with the covenants contained in the notes and
agreements, we would be in default.  Our debt holders would have
the ability to require that we immediately pay all outstanding
indebtedness.  If the debt holders were to require immediate
payment, we might not have sufficient assets to satisfy our
obligations under the notes or our other indebtedness.  In such
event, we could be forced to seek protection under bankruptcy
laws, which could have a material adverse effect on our existing
contracts and our ability to procure new contracts as well as our
ability to recruit and/or retain employees.  Accordingly, a
default could have a significant adverse effect on the market
value and marketability of our common stock," the Company said in
its annual report for the year ended Sept. 30, 2012.


BROTHERS ROOFING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Brothers Roofing Supplies Co., Inc.
        105-14 Astoria Boulevard
        East Elmhurst, NY 11369

Case No.: 13-47224

Chapter 11 Petition Date: December 2, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Julie Cvek Curley, Esq.
                  DELBELLO DONNELLAN WEINGARTEN
                  WISE & WIEDEKEHR, LLP
                  One North Lexington Avenue, 11th Floor
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: JCVEK@ddw-law.com

                     - and -

                 Jonathan S Pasternak, Esq.
                 DELBELLO DONNELLAN WEINGARTEN
                 WISE & WIEDERKEHR, LLP
                 One North Lexington Avenu
                 White Plains, NY 10601
                 Tel: (914) 681-0200
                 Fax: (914) 684-0288
                 Email: jpasternak@ddw-law.com

Total Assets: $4.69 million

Total Liabilities: $5.68 million

The petition was signed by Robert Kersch, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb13-47224.pdf


BUILDERS FIRSTSOURCE: Registers 24.8 Million Common Shares
----------------------------------------------------------
Builders FirstSource, Inc., registered with the U.S. Securities
and Exchange Commission 24,863,266 shares of common stock for
resale by certain of the Company's shareholders.  The Company's
common stock is traded on the NASDAQ Global Select Market under
the symbol "BLDR."  On Nov. 26, 2013, the last reported sale price
of the Company's common stock on NASDAQ was $7.35.  A copy of the
Form S-1 is available for free at http://is.gd/uXwz5E

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in nine states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $56.85 million in
2012, a net loss of $64.99 million in 2011 and a $95.50 million in
2010.  The Company's balance sheet at Sept. 30, 2013, showed
$533.87 million in total assets, $528.41 million in total
liabilities and $5.45 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'.  "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource Inc.'s 'strong' liquidity based
on the company's proposed recapitalization," said Standard &
Poor's credit analyst James Fielding.


CELL THERAPEUTICS: Had $4.1MM Financial Standing at Oct. 31
-----------------------------------------------------------
Cell Therapeutics, Inc.'s total estimated and unaudited net
financial standing as of Oct. 31, 2013, was $4.11 million.  CTI
Parent Company had $18.60 million of cash and cash equivalents as
of Oct. 31, 2013.

The total estimated and unaudited net financial standing of CTI
Consolidated Group as of Oct. 31, 2013, was $6.1 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $6.3 million as of Oct. 31, 2013.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $8.1 million as of Oct. 31, 2013.

During October 2013, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.

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

                         http://is.gd/DStL0c

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

                           Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in the regulatory filing.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for PIXUVRI, pacritinib, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights, including
the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the
Company said in its quarterly report for the period ended June 30,
2013.


CHA CHA ENTERPRISES: Can Use WF Cash Collateral Until Dec. 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
in a seventh further interim order dated Nov. 22, 2013, authorized
Cha Cha Enterprises, LLC, to continue using cash collateral of
secured creditor Wells Fargo Bank, N.A., through and including
Dec. 15, 2013, pursuant to a budget for the fiscal weeks ending
Dec. 1, 8, and 15, 2013.

A further interim hearing on the motion will be held on Dec. 10,
2013, at 10:30 a.m.

A copy of the seventh interim order is available at:

            http://bankrupt.com/misc/chacha.doc145.pdf

                     About Cha Cha Enterprises

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

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

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

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

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


CHA CHA ENTERPRISES: Lease Decision Period Extended Until Feb. 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has granted the motion of Cha Cha Enterprises, LLC, to extend the
time period for assuming or rejecting all unexpired nonresidential
real property leases from Nov. 19, 2013, up to and including
Feb. 17, 2014, without prejudice to any landlord seeking further
relief from the Court during the extension period.

As reported in the TCR on Oct. 14, 2013, Paul J. Pascuzzi, Esq.,
at Felderstein Fitzgerald Willoughby & Pascuzzi LLP, related that
Cha Cha's primary business is the rental of real property to Mi
Pueblo San Jose, Inc., although Cha Cha also rents property to
third parties.  Cha Cha's members hold 99% of the shareholder
interests in Mi Pueblo.

Mr. Pascuzzi noted that Cha Cha's decisions to assume or reject
the nonresidential real property leases depend upon the business
decisions to be made by Mi Pueblo with respect to the properties.

Until Mi Pueblo is able to report its financial results for at
least six months and consider its options with respect to Wells
Fargo Bank, N.A., Mi Pueblo will not know if a plan will be
feasible and whether to assume or reject its nonresidential real
property leases.  In turn, Cha Cha will not know whether to assume
or reject the nonresidential real property leases.

In this relation, Cha Cha said it needs additional time to
determine what nonresidential real property leases it needs to
assume or reject.

                     About Cha Cha Enterprises

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

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

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

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

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


CHA CHA ENTERPRISES: Plan Filing Deadline Moved to Feb. 17
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
has extended Cha Cha Enterprises, LLC's exclusive periods to file
and solicit acceptances of a plan until Feb. 17, 2014, and
April 18, 2014, respectively.

If, however, the exclusivity period for Mi Pueblo San Jose, Inc.
(Case No. 13-53893) terminates prior to Jan. 20, 2014, pursuant to
the terms of the Stipulation between Debtor, the Official
Committee of Unsecured Creditors, and Wells Fargo Bank, N.A., re:
Extension of Exclusivity dated on Nov. 14, 2013, in the Mi Pueblo
bankruptcy case, Cha Cha's exclusivity period to file a plan of
reorganization will terminate 30 calendar days after the
exclusivity period to file a plan of reorganization terminates for
Mi Pueblo ("Early Exclusivity Deadline").  If (i) the Early
Exclusivity Deadline is triggered and (ii) Cha Cha files a plan of
reorganization on or before the Early Exclusivity Deadline, the
exclusive period for Cha Cha to solicit acceptances of such a plan
will be extended to 60 calendar days after the Early Exclusivity
Deadline.

                     About Cha Cha Enterprises

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

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

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

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

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


CHRISTIAN LIFE CENTER: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Christian Life Center, Inc.
           fdba Freeway Forest Assembly of God
           fdba Norhill Assembly of God
           fdba Christian Life Center Academy
           fdba Christian Center of The Assemblies of God, Inc
           fdba Christian Life Center Daycare
           aka Christian Life Center
        6650 Rankin Rd
        Humble, TX 77396

Case No.: 13-37415

Chapter 11 Petition Date: December 2, 2013

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

Judge: Hon. David R Jones

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  TOW & KOENIG, PLLC
                  26219 Oak Ridge Drive
                  The Woodlands, TX 77380
                  Tel: 281-681-9100
                  Fax: 832-482-3979
                  Email: jkoenig@towkoenig.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Rodriquez, president.

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


CHRYSLER GROUP: Nov. U.S. Sales Rise 16% on Strong Truck Demand
---------------------------------------------------------------
John Kell, writing for The Wall Street Journal, reported that
Chrysler Group LLC's November U.S. auto sales jumped 16% from a
year ago as the auto maker reported strong demand for trucks,
though car sales were lower.

According to the report, the company's latest sales gain was led
by strong demand for Ram and Jeep branded vehicles, though growth
was also reported for the namesake and Dodge divisions.

Broadly, U.S. new auto sales are expected to modestly rise from a
year earlier, the Journal cited online automotive-information
provider Edmunds.com.  Auto makers in the U.S. have received a
lift lately from increased activity in the home-building and
energy sectors, as well as lower interest rates, steady gas prices
and some job growth. Those trends have emboldened consumers to
trade in older cars and trucks.

Chrysler, which intends to go public next year, sold 142,275
vehicles in November, up from 122,565 a year ago and rising 1.6%
from October's total of 140,083. Truck sales jumped 26% from last
year, while car sales were down 7%, the report said.

The namesake line's sales increased 12%, the report added.  Dodge
and Ram brand sales grew 4% and 25%, respectively. Jeep sales rose
30%.

                       About Chrysler Group

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

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

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

                           *     *     *

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


CIELO VINEYARDS: Winery Seeks Bankruptcy Reorganization
-------------------------------------------------------
Ben van der Meer, writing for the Sacramento Business Journal,
reported that directors of a winery in Shingle Springs hopes to
get its affairs in order and continue on after filing for
bankruptcy recently in U.S. Bankruptcy Court, Eastern District of
California.

According to the report, Cielo Vineyards & Winery LLC, at 3040
Ponderosa Road, filed for Chapter 11, citing $1,000,001 to $10
million in assets and the same figure in liabilities.

Daniel Weiss, a Sacramento attorney working with the limited
liability company's directors, said he couldn't speak in much
detail about the winery's issues, the report related.

"The winery's been struggling a little bit, and they brought in
someone to help them out," he said, the report cited.  "The
members of the LLC decided to reorganize."

He added, "They got behind on bills -- as simple as that."


COASTAL CONDOS: Lender Wants to Dismiss Case as Bad Faith Filing
----------------------------------------------------------------
First Equitable Realty III, Ltd., will ask the U.S. Bankruptcy
Court for the Southern District of Florida at a hearing today,
Dec. 4, to dismiss Coastal Condos, LLC's Chapter 11 bankruptcy
case as being filed in bad faith.

First Equitable, a creditor, explains that the Chapter 11 case,
together with the bankruptcy case initially filed by Debtor on May
25, 2013, and dismissed on April 23, 2013, were conceived and have
been administered and implemented in bad faith.  According to
First Equitable, the Debtor filed the bankruptcy cases to gain
advantage over First Equitable in pending litigation and other
disputes between the two parties by imposing an automatic stay and
thereby attempting to place First Equitable in violation of the
stay.

Moreover, according to First Equitable, practically all of the six
badges of a bad faith filing recognized in Phoenix Piccadilly are
present in this Chapter 11 case.  First Equitable cites these
grounds for dismissal:

   1. A debtor's attempt to use the provisions of the Bankruptcy
Code to gain an unfair advantage in a two-party dispute, such as
in this bankruptcy case, strongly supports a finding of cause for
dismissal.

   2. This is a single asset reorganization case.  In its filed
schedules, Schedule A and Schedule B, Debtor discloses as its only
"assets" the 72 condominium units and the rental income of
$164,258.48 deposited in its D.I.P. account (representing the
balance of the rental income accumulated during the Mississippi
bankruptcy case less the approximately $304,000.00 transferred on
the eve of bankruptcy to fund attorneys' fees and retainers).

   3. The Debtor's non-insider obligations are negligible in
comparison to the amounts owed to First Equitable.

   4. The Debtor has no employees.

   5. The 72 condominium units were the subject of a Miami-Dade
County Circuit mortgage foreclosure action filed only 15 days
before the Mississippi bankruptcy.

   6. The Debtor's bankruptcy filings are solely due to its
numerous breaches of its obligations to First Equitable and the
$15.8 million in principal, accumulated interest and attorney's
fees owed to First Equitable because of such breaches.  But for
First Equitable, Debtor would not have filed for bankruptcy
relief.  As its original schedules reflect, the Debtor had no
other creditors when it initially filed on May 25, 2012.

   7. Debtor's Mississippi bankruptcy filing on May 25, 2012 --
which followed Mr. Dickson's threats of bankruptcy, first on March
1, 2012, and later on March 21, 2012, and came after Dr. Edwards
rejected Mr. Dickson's attempts to re-negotiate the CHFS defaulted
loans -- strongly points to Debtor's intent to frustrate and delay
the exercise of First Equitable's rights and remedies.  The
bankruptcy filing on May 25 two weeks after the Miami-Dade Circuit
Court action was filed on May 10, 2012, to set aside the
fraudulent transfers and to foreclose the mortgage conclusively
removes any doubt that Debtor's filing was designed to frustrate
and delay First Equitable's exercise of its rights and remedies.

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.

David R. Softness,Esq., at David R. Softness, P.A., in Miami,
Florida, represents the Debtor as counsel.  Roy H. Lidell, Esq.,
of Wells Marble and Hurst, PLLC, as well as David M. Rogero, P.A.,
serve as special counsel to the Debtor.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
April 23, 2013.

Until further notice, the U.S. Trustee will not appoint a
committee of creditors in the Debtor's case.


COASTAL CONDOS: First Equitable Opposes Plan Confirmation
---------------------------------------------------------
First Equitable Realty III, Ltd., objects to the confirmation of
the Plan of Reorganization filed by Coastal Condos, LLC, citing:

   1. This case does not belong in bankruptcy.  Reorganization has
never been the purpose of either the Mississippi or Florida
bankruptcy filings.

   2. The Plan has not been proposed in good faith.  As the
evidence to be presented at the trial of the adversary proceeding
will demonstrate, the rental income Coastal Condos purports to use
to fund the Plan is not property of the estate under 11 U.S.C.
Section 541(d).  The Plan deliberately undervalues First
Equitable's claim to $11 million when the principal amount due to
First Equitable (assuming First Equitable is determined not to be
the beneficial owner of the 72 condominium units) is $15.8 million
and the fair market value of the 72 condominium units and all
property rights thereto significantly exceeds this amount.
Coastal Condos' proposal to pay First Equitable's deliberately
undervalued claim over 25 years and without interest, also is made
in bad faith.

   3. The Plan should not be confirmed because it does not comply
with the applicable provisions of Chapter 11, as required under 11
U.S.C. Section 1129(a)(1).

   4. The releases, exculpations and other discharge provisions of
the Plan are not permissible.

   5. Discovery has not yet been completed in this bankruptcy case
and pending the completion of discovery, First Equitable reserves
the right to interpose additional objections if warranted.

First Equitable requests the Court to deny the confirmation of
Debtor's Plan of Reorganization, to dismiss the Chapter 11 case,
and for such further and additional relief as the Court deems just
and appropriate under the circumstances.

                          The Plan

As reported in the TCR on July 12, 2013, the Chapter 11 Plan
provides for the utilization of all Coastal Condos' assets
consisting of 72 condominium units to fund payment to creditors.
The Debtor is requesting that the claims of First Equitable Realty
III, Ltd. ("FER") in Class 5 be subordinated to all other
creditors and claimants, except for claims in Class 6
(Subordinated Claims, Penalty Claims, Securities Law Claims,
Disallowed Claims) and Class 7 (Allowed Equity Holder Interest).
Only when creditors other than FER have been paid in full, will
distributions be made to FER Allowed Claims.  FER has a
$17,615,322 Class 5 claim.  The Debtor disputes the claim and
deems FER an unsecured creditor due to its decision not to record
its mortgage in the public land records.  The Plan also provides
for 100% repayment of all allowed general unsecured claims
including the subordinated claim of FER.

Full-text copies of the Plan and Disclosure Statement are
available at http://bankrupt.com/misc/coastalcondos.doc36.pdf

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.

David R. Softness,Esq., at David R. Softness, P.A., in Miami,
Florida, represents the Debtor as counsel.  Roy H. Lidell, Esq.,
of Wells Marble and Hurst, PLLC, as well as David M. Rogero, P.A.,
serve as special counsel to the Debtor.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
April 23, 2013.

Until further notice, the U.S. Trustee will not appoint a
committee of creditors in the Debtor's case.


DETROIT, MI: Retiree Committee Taps Segal as Actuarial Consultant
-----------------------------------------------------------------
BankruptcyData reported that the City of Detroit's official
committee of retirees filed with the U.S. Bankruptcy Court a
motion to retain Segal Company (Contact: Stuart I. Wohl) as
actuarial consultant at these hourly rates: senior vice president
at $500 to $750, vice president at $380 to $495, actuary at $325
to $450, analyst at $180 to $450 and subject matter expert at $280
to $450.

The Committee said it selected Segal to act as its actuarial
consultant in the Chapter 9 Case because of Segal's significant
expertise in providing actuarial consultant services to retiree
committees in restructurings and distressed situations.

The Committee said its selection of Segal was also based on the
Committee's determination that Segal's proposed fee structure is
competitive and appropriate given the Committee's understanding of
the facts and circumstances of the Chapter 9 case.

                 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: Retirees Got Extra Interest After Guaranteed 7.9%
--------------------------------------------------------------
Chris Christoff, writing for Bloomberg News, reported that Edna
Love's 58 years as a nurse for Detroit's health department earned
her a $2,000-a-month pension when she retired in 2011. That pales
next to the $1 million she got from a separate city-sponsored
savings plan where she put 5 percent of her pay year after year.

The annuity savings program within the Detroit General Retirement
System created a class of privileged retirees in a city where
pensions average about $19,000 a year, the report said, citing
municipal records. The accounts got $756.2 million from the
pension fund during 1985 through 2007 as extra interest, atop a
guaranteed 7.9 percent backed by public money.

"Where else could you earn that kind of money today?" Love, 83,
told Bloomberg in a telephone interview from a retirement home in
Saline, Michigan. "At the time the city was doing well, we weren't
worried about bankruptcy. It was a good place to work."

The use of money from the $2.6 billion pension to bolster the
savings accounts has drawn scrutiny from Kevyn Orr, the state-
appointed emergency manager, whose plan to reduce Detroit pensions
through the largest U.S. municipal bankruptcy stirs outrage among
20,000 retirees, the report related.  Orr may recoup what the fund
paid to the savings program, said his spokesman, Bill Nowling.

"There has to be a reckoning of what was legitimate interest for
those annuity funds, and what was largess added by the pension
board," Nowling told Bloomberg.  "There is some argument that that
money belongs to the city, and creditors could try to claim it."

                 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: Chapter 9 Eligibility Ruling Looms
-----------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
a crucial court ruling is expected this week on Detroit's
eligibility for bankruptcy, but the legal battle over the city's
future is likely far from over.

According to the report, many experts predict federal bankruptcy
Judge Steven Rhodes will decide on Dec. 3 that Detroit can have
Chapter 9 protection. The city became the largest in U.S. history
to file for bankruptcy in July with an estimated $18 billion in
liabilities and underwent a nine-day trial on the eligibility
issue that ended last month.

"It's almost a foregone conclusion that he's going to find that
the city is eligible," Michael Cook, a partner in the New York
office of law firm Schulte Roth & Zabel and president of the
American College of Bankruptcy, told the Journal.  But legal
challenges to the ruling and other aspects of the case could drag
out the reorganization process.

To grant eligibility, the judge must conclude that the city is
insolvent and had the necessary legal authority to file for
bankruptcy protection, the report said.  The city must also have
proved that it attempted to negotiate in good faith with its
creditors -- which include pension funds, retired workers, unions
and debt holders -- before filing for bankruptcy, or that those
talks were impracticable.

During the trial on the issue, Judge Rhodes sharply questioned
Detroit Emergency Manager Kevyn Orr on city pensions, the report
related.  Mr. Orr is seeking deep cuts in the estimated $3.5
billion portion of the pension obligations that is unfunded. But
the judge has also challenged the idea put forward by pension
holders that they should be treated more favorably than other
unsecured creditors of the city.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DEVONSHIRE PGA: Wins Chapter 11 Plan Confirmation
-------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave the nod on
Dec. 2 to a Chapter 11 plan for the owner of a retirement
community and assisted-living facility within Florida's PGA
National Resort and Spa, a plan that aims to see secured lender
Erickson Living Properties LLC swap its debt for equity in a
reorganized company.

According to the report, U.S. Bankruptcy Judge Christopher S.
Sontchi approved the plan for Devonshire PGA Holdings LLC -- and
its operating affiliates, Devonshire at PGA National, which runs
the retirement community, and Chatsworth at PGA National.

                   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.


DEWEY & LEBOEUF: Hits 5 More Partners With Clawback Suits
---------------------------------------------------------
Law360 reported that Dewey & LeBoeuf LLP's trustee hit five former
equity partners with adversary complaints for nearly $5.5 million
in New York bankruptcy court on Dec. 2, claiming the partners had
continued to receive bonuses and other distributions after the
firm's insolvency based on profits that never materialized.

According to the report, Dewey's liquidating trustee Alan M.
Jacobs alleges that in not paying back the distributions Dewey
made to them while the firm was insolvent, partners Lawrence A.
Larose, Mark S. Radke, Anthony W. Shaw, L. Londell McMillan and
Glynna Christian breached their partnership.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DUNLAP OIL: Asks Court to Reconsider Denial of Plan Confirmation
----------------------------------------------------------------
Dunlap Oil Company, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Arizona to reconsider the ruling issued on
Nov. 18, 2013, denying confirmation of their First Amended Joint
Plan of Reorganization dated Feb. 14, 2013, as amended or
modified, and granting stay relief to Canyon Community Bank.

The Debtor requested that the motion to reconsider be heard on
Dec. 12.

According to the Debtors, the Court must give them chance to
proceed with what will be a successful reorganization in the
classic sense of the Bankruptcy Code.

The Debtors explain that their principals have been able to
generate additional sources of cash for funding the Plan through:
(i) an additional equity infusion of $100,000 (which brings the
total equity infusion to $250,000); (ii) favorable credit terms
from suppliers which will generate more than $100,000 in
additional cash on an annual basis; (iii) $50,000 in annual salary
deferrals from management (Ted Dunlap and Jim Martin); (iv) the
sale of surplus Rolling Stock that will result in an immediate
$250,000 reduction in secured debt, and (v) a very likely sale of
the Quail Hollow Inn that will reduce secured debt by an
additional $2,000,000.  The $100,000 cash value of a DOC key man
life insurance policy also can provide additional liquidity for
the Plan.

Also on Dec. 12, the Court will consider a request to convert the
Debtors' cases to a liquidation in Chapter 7, and another request
to allow secured creditors to foreclose on the Wilcox, Arizona-
based gasoline supplier.

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

               About Dunlap Oil and Quail Hollow Inn

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

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

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

The petitions were signed by Theodore Dunlap, president.

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

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

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


E.W. SCRIPPS: S&P Assigns 'BB-' CCR & Rates $275MM Debt 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Cincinnati-based TV
broadcaster and newspaper publisher E.W. Scripps Co. a corporate
credit rating of 'BB-'.  The outlook is stable.

At the same time, S&P assigned the company's $275 million senior
secured credit facility a 'BB+' issue-level rating (two notches
higher than the corporate credit rating), with a recovery rating
of '1', indicating S&P's expectation for very high (90% to 100%)
recovery for debtholders in the event of a payment default.  The
senior secured credit facility consists of a five-year $75 million
revolving credit facility and a seven-year $200 million term loan
B.  The company used the debt proceeds to refinance its existing
capital structure.

The 'BB-' corporate credit rating on E.W. Scripps reflects the
company's "weak" business risk profile and "intermediate"
financial risk profile, based on S&P's criteria.  The business
risk profile is weak because of the company's below average
margins in the television and newspaper business, the company's
high corporate expenses, and unfavorable secular trends affecting
print publishing.  This is partially offset by its presence in
large TV markets and significant political advertising as a
percentage of revenue in election and Olympic years.  S&P assess
E.W. Scripps' financial risk profile as intermediate as it expects
debt to average-eight-quarter EBITDA to be in the mid-2x area over
the intermediate term.  The financial risk profile also reflects
the company's moderate financial policy, good cash flow
generation, strong liquidity with high cash balance of
approximately $200 million as of Sept. 30, 2013, and S&P's
expectation that cash balances will remain healthy over the
intermediate term.

E.W. Scripps owns 19 TV stations geographically diversified in
large TV markets reaching roughly 13% of U.S. TV households.  This
accounts for 55% of total revenues and 87% of total EBITDA.  The
company is highly concentrated in one broadcast network affiliate,
with close to 70% of its total TV stations in the underperforming
ABC Network (a unit of the Walt Disney Co.).  The company has
widely diverging competitive rankings in local news, with No. 1 or
No. 2 positions in only a few of its markets. Strong news ratings
are important to attract political advertising.


ELBIT IMAGING: Amends 2012 Annual Report
----------------------------------------
Elbit Imaging filed an amendment to its annual report on Form
20-F solely to reflect the restatement in its financial statements
that the Company's management decided to effect following
discussions with the U.S. Securities and Exchange Commission,
which resulted in reclassification of the Company's trading
property and corresponding borrowings from a current asset or
liability to a non-current asset or liability.

Pusuant to the amendment, Elbit Imaging reported a loss of
NIS455.50 million on NIS495.93 million of total revenues for the
year ended Dec. 31, 2012, as compared with a loss of NIS247.02
million on NIS475.15 million of total revenues during the prior
year.  The Company previously reported 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.

The Company's restated balance sheet at Dec. 31, 2012, showed
NIS7.09 billion in total assets, NIS5.67 billion in total
liabilities and NIS1.42 billion in shareholders' equity.

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

                         http://is.gd/kzv82J

                         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.


ELBIT IMAGING: Incurs NIS702 Million Loss in Third Quarter
----------------------------------------------------------
Elbit Imaging Ltd. reported a loss of NIS702.42 million on
NIS91.14 million of total revenues for the three months ended
Sept. 30, 2013, as compared with a loss of NIS31.59 million on
NIS147.23 million of total revenues for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
loss of NIS1.28 billion on NIS259.52 million of total revenues as
compared with a loss of NIS308.01 million NIS322.74 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed NIS4.83
billion in total assets, NIS4.96 billion in total liabilities and
a NIS122.24 million shareholders' deficiency.

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

                        http://is.gd/9bIaPO

                         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.

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.

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.


EQUIPMENT ACQUISITION: IRS Immune From Bankruptcy Trustees
----------------------------------------------------------
Law360 reported that the Internal Revenue Service pressed the
Seventh Circuit on Dec. 2 to overturn a decision holding that the
agency lacks sovereign immunity against fraudulent transfer claims
brought by a trustee under the Bankruptcy Code, arguing that the
trustee must be treated the same as an unsecured creditor would.

According to the report, during oral arguments in Chicago, Thomas
Clark, an attorney for the U.S. Department of Justice's Tax
Division, said the bankruptcy court and district court both erred
in finding that the trustee for debtor Equipment Acquisition
Resources Inc. could recover more.

The appellate case is USA v. Equipment Acquisition Resource, Case
No. 13-1480 (7th Cir.).


ESSENTIAL POWER: S&P Puts 'BB' Rating on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'BB' rating
on Essential Power LLC on CreditWatch with negative implications.
The '2' and '6' recovery ratings are unchanged.

"The CreditWatch placement reflects the negative impact on the
project's Newington power plant due to natural gas supply
constraints in the New England market," said Standard & Poor's
credit analyst Rubina Zaidi.

In 2011, heat rate call options (HRCO) were placed on the facility
for 2013 through 2016.  However, the HRCOs exposed Essential Power
to basis risk because the options were tied to Mass Hub power
prices (New England market) and Tetco M-3 gas prices (PJM
Interconnection market).  The hedges were placed on Tetco M-3 gas
despite the plant's New England location because of the
historically strong correlation between New England and Mid-
Atlantic gas.  However, due to the supply constraints in New
England, and significant gas production in the Marcellus shale gas
region, that historic correlation has broken.  Over the past 18
months, Algonquin gas prices have increased relative to the Henry
Hub price by a much larger amount compared with Tetco M-3 gas
prices that have, in some cases, decreased relative to Henry Hub.

Essential Power has offset the ineffective HRCO hedges with new
hedges that neutralize the exposure at a total cost of about
$160 million.  Still, given management's view of the expected
recovery in New England's energy and capacity markets, S&P expects
IFM to support project losses.

S&P expects to resolve the CreditWatch listing as Essential Power
provides details with regard to the structure of IFM's support.
S&P will also ascertain whether forecast credit ratios are
commensurate with a 'BB' or lower rating.  S&P expects to complete
this review  in the next 30 to 60 days.


EWGS INTERMEDIARY: Gets Final OK to Incur $38 Million DIP Loan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a final
order, authorized EWGS Intermediary, LLC, et al., to (i) obtain
postpetition financing from PNC Bank, National Association, in its
capacity as agent for and on behalf of the lenders party to the
DIP Credit Agreement in an aggregate amount of up to $38,000,000;
and (ii) utilize cash collateral of prepetition secured parties.

The Debtors would use the loan and cash collateral to operate
their business.

The Court authorized the Debtors to grant adequate protection to
EW Golf Holdings Corp., as the payee under the eighth amended and
restated senior subordinated promissory note date as of Dec. 30,
2011, in the original principal amount of $36,525,902.

As reported in the Troubled Company Reporter on Nov. 8, 2013,
advances under the DIP Facility will bear interest at a rate equal
to the Alternate Base rate plus 125 basis points.  The Default
Rate will be 2.0% in excess of the rate then in effect.

The DIP Financing Agreement expires on the date that is the
earlier to occur of: (a) Dec. 31, 2013; (b) the effective date of
a substantial consummation of a reorganization plan; (c) the
closing of an approved sale; (d) the date of the conversion of the
Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code;
(e) the date of the dismissal of the cases; and (f) Nov. 26, 2013,
if a final DIP order has not been entered as of that date.

Subject to a carve-out, the DIP Lenders will be granted junior
liens on all prepetition assets of the Debtors to the extent those
assets are subjected to valid, fully perfected and unavoidable
liens; and fully perfected and unavoidable first-priority senior
priming security interests in and liens upon all of the Debtors'
assets.  The claim for repayment of the DIP Obligations, subject
only to the carve-out, has priority over all administrative
expenses.

Carve-out means (a) statutory fees payable to the U.S. Trustee;
and (b) reasonable fees and expenses incurred on or after the
Petition Date, by professionals hired by the Debtors and any
official committee.

                     About EWGS Intermediary

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

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

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


FIRST CONNECTICUT IV: Plan Filing Exclusivity Extended to Jan. 31
-----------------------------------------------------------------
Judge Novalyn L. Winfield entered an order extending First
Connecticut Holding Group, LLC IV's exclusive period to propose a
plan of reorganization to Jan. 31, 2014, and its exclusive period
to obtain confirmation of that plan until March 31, 2014.

The Debtor explained that there remains at least one continuing
obstacle to both preparation and implementation of a confirmable
and Chapter 11 Plan of Reorganization.  That obstacle is the doubt
about ownership of FCHG IV and Liberty Harbor created by the
claims of James and Cynthia Licata, the bankruptcy trustees for
James Licata and his main operating company and four West Coast
lenders who asserted a mortgage lien on all the real estate owned
by FCHG IV.

The ownership dispute has been the subject of state court
litigation from 1999 until February 2013 when, following the FCHG
IV Chapter 11 petition, it was removed to the district court.

The Debtor said that additional time is necessary to formulate and
negotiate a plan of reorganization.  The Debtor says that the
ability to restructure the loans on the Debtor's property will
comprise the "building blocks" of the plan.

                  About First Connecticut Holding

First Connecticut Holding Group, L.L.C., IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco, as managing member, signed
the petition.  Judge Donald H. Steckroth presides over the case.

The Debtor's scheduled assets were $12,287,218 and scheduled
liabilities were $68,655,579.

Donald W. Clarke, Esq., of Wasserman, Jurista & Stolz, P.C.,
serves as counsel to the Debtor.  James Scarpone, Esq., of
Scarpone & Vargo, LLC, serves as special counsel.


FLY LEASING: S&P Assigns 'BB' Rating on $250MM Sr. Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to Fly Leasing Ltd.'s $250 million senior unsecured notes.
The recovery rating is '3', indicating S&P's expectation that
lenders would receive meaningful (50%-70%) recovery in a payment
default scenario.  The company intends to use the proceeds for
general corporate purposes, including aircraft acquisition.

The rating on Bermuda-based aircraft operating lessor Fly Leasing
reflects S&P's view of the inherent risks of cyclical demand and
lease rates for aircraft, the company's substantial percentage of
encumbered assets, and its complicated ownership structure.  The
rating also reflects Fly Leasing's position as a mid-tier provider
of aircraft operating leases and S&P's expectation that the
company's credit metrics will improve as its earnings and cash
flow benefit from the addition of aircraft to its fleet.  S&P
views Fly Leasing's business risk profile as "fair," its financial
risk profile as "significant," and its liquidity as "adequate,"
based on S&P's criteria.

The outlook is stable.  S&P expects Fly Leasing's credit metrics
to continue to improve from the low levels in 2011, when the
company added approximately $1.2 billion of debt, primarily to
fund the acquisition of a portfolio of aircraft.  As Fly continues
to generate earnings and cash flow from acquired aircraft, and
with some expected debt reduction, we expect funds from operations
(FFO) to debt to increase modestly from the 8% level as of
June 30, 2013.

S&P could raise rating if aircraft lease rates improved
significantly from current levels due to stronger demand,
resulting in FFO to debt increasing to at least 10% for a
sustained period.  S&P could lower rating if lease rates
deteriorate or of the company adds incremental debt, causing FFO
to debt to return to about 5% or lower for a sustained period.

RATING LIST

Fly Leasing Ltd.
Corporate Credit Rating                BB/Stable/--

NEW RATING

Fly Leasing Ltd.
$250 million senior unsecured notes    BB
  Recovery Rating                       3


FURNITURE BRANDS: Committee Can Retain Blank Rome as Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
the Official Committee of Unsecured Creditors of Furniture Brands
International, Inc., et al., permission to retain Blank Rome LLP
as co-counsel for the Committee, nunc pro tunc to Sept. 18, 2013.

As reported in the TCR on Oct. 25, 2013, Blank Rome will represent
the Committee as Delaware co-counsel and will assist the Committee
in all matters proceeding before the Delaware federal courts and
the U.S. Court of Appeals for the Third Circuit and as otherwise
tasked by the Committee and its lead counsel, Hahn & Hessen.
Without limitation, Blank Rome has not been tasked in respect of
any investigation matter in the Chapter 11 cases.

Blank Rome will be paid at these hourly rates:

       Michael B. Schaedle           $635
       Victoria A. Guilfoyle         $385
       Alan M. Root                  $365
       Tamara Moody                  $265
       Partners and Counsel      $335 to $970
       Associates                $185 to $570
       Paralegals                $110 to $380

Blank Rome will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Michael B. Schaedle, Esq., partner of Blank Rome, 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 Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged 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.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

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

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.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.


FURNITURE BRANDS: Can Hire RCS Real Estate as Real Estate Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Furniture Brands International, Inc., et al., permission to retain
and employ Retail Consulting Services, Inc. d/b/a RCS Real Estate
Advisors as the Debtors' real estate advisor, on the terms of the
set forth in the Engagement Letter, nunc pro tunc to Oct. 25,
2013.

As reported in the TCR on Nov. 18, 2013, the Debtors require
Retail Consulting to:

   (a) prepare a lease portfolio book for the Debtors showing (i)
       current lease terms, (ii) sales, (iii) profits, and (iv)
       occupancy cost and asset contribution percentages relative
       to sales;

   (b) create a site ranking report by contribution, revenues, and
       occupancy costs, as appropriate;

   (c) perform a rejection claim analysis;

   (d) analyze the Debtors' real estate assets;

   (e) assist the Debtors in developing real estate goals and
       parameters to determine asset closures, assets to keep
       under renegotiated terms, and assets to hold;

   (f) negotiate with landlords with respect to rent reductions,
       term modifications, lease extensions, and any other
       modification deemed necessary for the Debtors';

   (g) work with landlords and the Debtors to document accurately
       all lease modification proposals and provide timely status
       reports reflecting current progress;

   (h) attend and participate in Court hearings, Committee
       meetings, and meetings with the Debtors and their counsel
       when requested to do so by the Debtors;

   (i) negotiate waivers, reductions, or payout terms for
       prepetition cure amounts due to landlords in the case of
       lease assumptions and conduct negotiations with respect
       to mitigating rejection claims in the case of lease
       rejections;

   (j) dispose by sale or otherwise all properties designated by
       the Debtors, the "Disposition Properties", on an exclusive
       right to sell basis, and with respect to such properties:

       -- review all pertinent documents and consult with the
          Debtors' counsel;

       -- market the Disposition Properties pursuant to a
          marketing plan and budget that is subject to the
          Debtors' prior approval;

       -- communicate with parties who have expressed an interest
          in a Disposition Property and use best efforts to locate
          additional parties who may have an interest in the
          property;

       -- respond to and provide information necessary to
          negotiate with and solicit offers from prospective
          purchasers and settlements from landlords and make
          recommendations to the Debtors as to the advisability of
          accepting particular offers or settlements;

       -- provide guidance to the Debtors with respect to methods
          to resolve issues pertaining to the Disposition
          Properties;

       -- work with the attorneys responsible for the
          implementation of the proposed transaction, reviewing
          documents, negotiating and assisting in resolving
          problems which may arise; and

       -- appear in court, as appropriate, during the term of the
          retention to testify or to consult with the Debtors in
          connection with the marketing or disposition of a
          Disposition Property.

A copy of the Engagement Letter is available at:

    http://bankrupt.com/misc/furniturebrands.doc566-3.pdf

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged 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.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

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

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.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.


GELT PROPERTIES: Dec. 4 Hearing on DIP Financing From Golf Finance
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing today, Dec. 4, 2013, at 11 a.m., to
consider Gelt Properties, LLC, et al.'s motion to obtain secured
postpetition financing.

The Debtors requested for authorization to incur secured
postpetition financing amounting to $700,000 from Golf Finance,
Inc.

The Debtors related that upon the Petition Date, Univest Bank,
N.A. was a secured creditor of the Debtors.  In 2012, the Debtors
and Univest reached a global settlement of the Univest Secured
Claim pursuant to which Univest accepted and received certain "Up
Front Payments" from the Debtors and reduced the Univest Claims to
$3,000,000, which sum includes attorney's fee, interest and late
fees as of the date of the agreement.  The amended Univest claims
was then sold to Golf.  The Debtor and Golf intend to enter into
standard loan documents, modifying and restating their prior
obligations, consistent with these terms and the agreement between
the Debtors and Univest:

   1. The reduced indebtedness will be paid over a seven-year
      term, with payment of interest only at the rate of 3% for
      years one to three; and 4% for years four to seven.

   2. As properties are sold that secure the Golf Loan, Golf
      will be paid 100% of its 70% advance for the property
      and the payment will be applied to principal.

   3. The parties will reach agreement as to the timing and
      notice procedures of mortgage extensions.

The Debtor required the financing to meet current obligations and
perform under the proposed Plan of Reorganization.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender security
interests in the Beneficial Portfolio, and a superpriority
administrative expense claim status.

Additionally, commencing on the Effective Date and on the last day
of every month thereafter for 18 month, the Company will make
monthly payments of interest only on the then outstanding balance
of the term loan to the lender at an interest rate of 10 percent
per annum.

A copy of the terms of the loan is available for free at:

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

                    About Gelt Properties, LLC

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and
11-15826) on July 25, 2011.  Judge Magdeline D. Coleman presides
over the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C.
McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas
Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in
Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold &
Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at
Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson,
Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II,
Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt
Properties, LLC.

Ciardi Ciardi & Astin also represents Debtor Gelt Financial
Corporation as counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GELT PROPERTIES: Hearing Today on Adequacy of Plan Outline
----------------------------------------------------------
The Bankruptcy Court will convene a hearing today, Dec. 4, 2013,
at 11:00 a.m., to consider the adequacy of information in the
Third Amended Disclosure Statement explaining Gelt Properties,
LLC, et al.'s Third Amended Plan of Reorganization dated Oct. 22,
2013.

At the hearing, the Court will also consider objections to the
approval of the Disclosure Statement.

Vist Bank has objected, stating that the Disclosure Statement, as
amended, fails to remedy any of the bases for Vist's original
objection.  Vist said there is inadequacy of information to
provide any factual support for the financial projections attached
to the Disclosure Statement as Exhibit "D" which differ
significantly from Debtors' actual experience as reflected in
Debtors' monthly operating reports.

Secured lender Fox Chase Bank said that, among other things, the
Plan is patently unconfirmable; the Debtors did not address the
issues relating to its credit relationship with Fox Chase; and the
disclosure not adequate to render it sufficient.

On Dec. 29, 2011, Fox Chase filed a proof of claim for $1,344,080
(as of July 25, 2011) in the Gelt Financial Proceeding and a proof
of claim of $422,085 (as of July 25, 2011), which amounts continue
to accrue interest, fees and costs.

Republic First Bank, doing business as Republic Bank, also
objected to the Third Amended Disclosure Statement.  The
outstanding balance under the loan was due and payable in full on
April 1, 2011.  The Debtors failed to pay the balance due under
the Loan at maturity and are in default thereunder.  As of the
Petition Date, the outstanding principal balance due to Republic
under the loan was $501,292.  The Third Amended Disclosure
Statement provides that the obligations to Republic will be fixed
at $200,000, with interest accruing at 3.5%.

Republic First said it is unclear whether the $200,000 is in
addition to or inclusive of the fair market value of 485-487 S.
18th Street, Newark, New Jersey (which shall be surrendered to
Republic upon confirmation).

                    About Gelt Properties, LLC

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and
11-15826) on July 25, 2011.  Judge Magdeline D. Coleman presides
over the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C.
McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas
Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in
Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold &
Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at
Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson,
Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II,
Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt
Properties, LLC.

Ciardi Ciardi & Astin also represents Debtor Gelt Financial
Corporation as counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GENELINK INC: Amends 2012 Annual Report
---------------------------------------
GeneLink, Inc., filed an amendment to its annual report on Form
10-K/A for the year ended Dec. 31, 2012, originally filed with the
U.S. Securities and Exchange Commission on April 1, 2013, in
response to comment letters received from the SEC:

   (1) To provide the name of the Company's auditor, Hancock Askew
       &Co., LLP, which was inadvertently left off the prior audit
       report.  There is no change in the audit report except
       for the signature of that firm.

   (2) To provide additional information in Footnote 6. related to
       the fair value of equity instruments.

   (3) To provide additional information in Footnote 11. related
       to detail analysis of the gain on sale of subsidiary.

   (4) To add additional information to management's discussion
       and analysis of the financial statements including a
       detailed variance analysis for Cost of Goods Sold,
       Operating Losses, Net Losses, and a detailed explanation of
       the Valuation of intangible and other long-lived assets.

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

                        http://is.gd/LJeIdf

                          About Genelink

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

Genelink disclosed a net loss of $3.05 million on $2.13 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $3.83 million on $4.68 million of revenue during the prior
year.  The Company's balance sheet at Sept. 30, 2013, showed $1.28
million in total assets, $4.49 million in total liabilities, and
stockholders' deficit of $3.2 million.

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


GENERAL AUTO: Jan. 13 Hearing Set on Discharge
----------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene
a hearing on Jan. 13, 2014, at 9:00 a.m., to consider General Auto
Building LLC's notice of order confirming Chapter 11 Plan and
discharge.

As reported in the Troubled Company Reporter on Aug. 1, 2013, the
Court entered an order confirming the Debtor's Fifth Amended Plan.

A copy of the confirmation order is available at:

     http://bankrupt.com/misc/generalauto.doc440.pdf

                    About General Auto Building

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

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

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

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


GENESIS HEALTHCARE: S&P Revises Outlook on 'B' Rating to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its 'B' rating outlook
on Kennett Square, Pa.-based nursing home operator Genesis
HealthCare LLC to negative from stable.  S&P's 'B' corporate
credit rating remains unchanged.

S&P also lowered the issue-level rating on the company's
$325 million term loan to 'B' from 'B+', and S&P revised the
recovery rating to '3', indicating its expectation for meaningful
(50%-70%) recovery, from '2', following a reassessment of the
value of the collateral available to term loan lenders.

"We believe considerable industry headwinds may undermine the
company's ability to maintain margins at current levels and
generate modest discretionary cash flow," said Standard & Poor's
credit analyst David Kaplan.

Standard & Poor's ratings on Genesis continues to reflect its
forecast for adjusted debt-to-EBITDAR of about 9x in 2013, pro
forma for the full-year effect of the Sun acquisition, and
including operating lease payments capitalized at 7%.  S&P's
rating also reflects reimbursement risks, with around 70% of
Genesis' revenues coming from government sources (Medicare and
Medicaid).  S&P believes federal efforts to reduce health care
spending, and tight state and federal budgets, may continue to
pressure reimbursement.

S&P could lower its rating if it sees increased risk of margin
pressure, or if the company fails to generate positive free cash
flow in 2014.  Failure by the company to alleviate thin covenant
headroom by year-end could also result in a reassessment of the
rating.

While a revision of the outlook to stable is unlikely until mid-
2014, this could occur once S&P has greater confidence that the
company will realize its base case scenario--specifically, stable
EBITDA margins and modest positive free cash flow.


GMX RESOURCES: Files First Amended Reorganization Plan
------------------------------------------------------
BankruptcyData reported that GMX Resources filed with the U.S.
Bankruptcy Court a First Amended Chapter 11 Plan of Reorganization
and related Disclosure Statement.

According to the Disclosure Statement, the primary purpose of the
Plan is to effectuate the restructuring of the Debtors' capital
structure (the 'Restructuring') by, among other things, reducing
their overall indebtedness and improving free cash flow.

Presently, the Debtors have a substantial amount of indebtedness
outstanding under the Senior Secured Notes, Second-Priority Notes,
Convertible Notes, Old Senior Notes, and other obligations to
various third parties. If the Debtors are not able to consummate
the Restructuring, the Debtors will likely have to formulate an
alternative plan, and the Debtors' financial condition will likely
be further materially adversely affected.

The Restructuring will reduce the amount of the Debtors'
outstanding indebtedness by approximately $505,000,000 under their
various indentures as follows:

   (i) satisfaction of $336,276,571.00 of the Senior Secured Notes
through conversion of the Senior Secured Noteholders Secured Claim
into all of the issued and outstanding shares of Reorganized GMXR
Common Stock and 61.3856% of the New GMXR Interests; provided,
that such Holders of Senior Secured Noteholder Secured Claims may
hold a lower percentage of the New GMXR Interests to the extent
that Holders of Allowed Senior Secured Noteholder Secured Claims
demonstrate that such claims are Old and Cold Senior Secured Notes
Claims;

   (ii) waiver of a $66,086,738.00 deficiency claim by the Holders
of Senior Secured Notes if Class 4 votes to accept the Plan, or
discharge of such deficiency claim with such claim being treated
as a General Unsecured Claim if Class 4 votes to reject the Plan;

   (iii) discharge of the Second-Priority Notes in the approximate
amount of $51,500,000, with such claims being treated as General
Unsecured Claims under Class 4;

   (iv) discharge of the Convertible Notes in the approximate
amount of $48,296,000, with such claims being treated as General
Unsecured Claims under Class 4; and

   (v) discharge of the Old Senior Notes in the approximate amount
of $1,970,000, with such claims being treated as General Unsecured
Claims under Class 4."

The Court previously scheduled a December 3, 2013 hearing to
consider the Disclosure Statement.

                        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.


HALDEN ACQUISITION: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Halden Acquisition Group II, LLC
                1300 Division Road, Suite 201
                West Warwick, RI 02893

Case Number: 13-13146

Involuntary Chapter 11 Petition Date: December 2, 2013

Court: United States Bankruptcy Court
       District of Rhode Island (Providence)

Judge: Hon. Diane Finkle

Petitioners' Counsel: Vincent A. Indeglia, Esq.
                      INDEGLIA & ASSOCIATES
                      300 Centerville Road, Suite 320 East
                      Warwick, RI 02886
                      Tel: (401) 886-9240
                      Fax: (401) 886-9241
                      Email: vincent@indeglialaw.com

Debtor's petitioners:

  Petitioner               Nature of Claim   Claim Amount
  ----------               ---------------   ------------
Brendan P. Smith, P.C.     Legal Fees          $30,000

Advocacy Solutions LLC
Four Richmond Square,      Consulting          $38,495
2nd Floor
Providence, RI 02906

Indeglia & Associates      Legal Fees          $44,975
Attorney
300 Centerville Rd.
Summit E. Ste. 320
Warwick, RI 02886


HARDWICK CLOTHES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hardwick Clothes, Inc.
        PO Box 2310
        Cleveland, TN 37320-2310

Case No.: 13-16079

Chapter 11 Petition Date: December 2, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Hon. Shelley D. Rucker

Debtor's Counsel: Bruce C. Bailey, Esq.
                  CHAMBLISS, BAHNER AND STOPHEL
                  Liberty Tower - Suite 1700
                  605 Chestnut Street
                  Chattanooga, TN 37450
                  Tel: 423-757-0209
                  Fax: 423-508-1209
                  Email: bbailey@cbslawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas H. Hopper, chairman/president.

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


HEALTHWAREHOUSE.COM INC: Incurs $1.1MM Net Loss in 3rd Quarter
--------------------------------------------------------------
HealthWarehouse.com, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to common stockholders of $1.09 million on
$2.39 million of net sales for the three months ended Sept. 30,
2013, as compared with a net loss attributable to common
stockholders of $1.91 million on $2.63 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 attributable to common stockholders of $7.11 million on
$7.48 million of net sales as compared with a net loss
attributable to common stockholders of $5.38 million on $8.78
million of net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.52
million in total assets, $5.97 million in total liabilities and a
$4.45 million total stockholders' deficiency.

                        Bankruptcy Warning

"The Company recognizes it will need to raise additional capital
in order to fund operations, meet its payment obligations and
execute its business plan.  There is no assurance that additional
financing will be available when needed or that management will be
able to obtain financing on terms acceptable to the Company and
whether the Company will become profitable and generate positive
operating cash flow.  If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations.  There can be no assurance that such a plan
will be successful.  If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company said in the Quarterly Report.

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

                        http://is.gd/LJ6mZf

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.

The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.


HOYT TRANSPORTATION: May Sell 9 School Buses to Penny and C&C
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Hoyt Transportation Corp., for the second time, to
sell:

   -- six school buses to Penny Transportation Inc.,
      for $78,000; and

   -- three school buses to C&C Inc., for $10,500.

The Debtor supplemented its sale motion to reduce the number of
businesses involved in the Penny sale from 15 vehicles to six
vehicles at a reduced price of $78,000.

                     About Hoyt Transportation

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

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


HOYT TRANSPORATION: Agrees on Payments to Santander Bank
--------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York approved a stipulation between Hoyt
Transportation Corp., and Santander Bank, N.A., formerly known as
Sovereign Bank N.A., relating to the balance of the Debtor's loan.

Prior to the Petition Date, Hoyt was a borrower under a series of
purchase money notes issued by the Bank to finance various
segments of the Debtor's school bus fleet.  The Notes aggregated
$3,309,581 as of the Petition Date, and bore different maturities
and interest rates generally in the range of 4.09% to 5.47%.  The
Debtor has satisfied a portion of the loan from sale of 98 buses,
leaving a principal balance of $1,747,000 owed to the Bank.

The stipulation provides that, among other things:

   1. commencing as of Oct. 25, 2013, and continuing on the
      25th day of each successive month for a period of 26 months,
      Hoyt will pay the Bank the total monthly sum of $63,447
      constituting interest and principal;

   2. the monthly payment constitutes adequate protection for the
      Debtor's continued retention of the collateral and is deemed
      to satisfy all of the Debtor's obligations; and

   3. on the Effective Date of the stipulation, Hoyt will also pay
      to the Bank the sum of $190,343, representing the accrued
      July through September 2013 monthly principal and interest
      payments under the new Consolidated, Amended, Modified and
      Restated Promissory Note and Security Agreement.

                     About Hoyt Transportation

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

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


INTELLIPHARMACEUTICS INT'L: Offering $16.8 Million Common Shares
----------------------------------------------------------------
Intellipharmaceutics International Inc. announced an "at-the-
market" offering program under which it may from time to time sell
up to 5,305,484 of its common shares for up to an aggregate of
US$16.8 million through at-the-market issuances on the NASDAQ
Capital Market.

Roth Capital Partners, LLC, has been engaged to act as sales agent
under an equity distribution agreement, under which
Intellipharmaceutics may at its discretion, from time to time,
offer and sell common shares through Roth or directly to Roth for
resale.  Sales of common shares through Roth, if any, will be made
at such time and at such price as are acceptable to
Intellipharmaceutics, from time to time, by means of ordinary
brokers' transactions on the NASDAQ Capital Market or otherwise at
market prices prevailing at the time of sale or as determined by
Intellipharmaceutics.

Intellipharmaceutics plans to use any net proceeds from this
offering for working capital, research and development and general
corporate purposes, and to apply up to approximately $0.8 million
of any such proceeds in payment of an outstanding related party
loan.

In conjunction with this offering program, Intellipharmaceutics
filed a prospectus supplement pursuant to a shelf registration
statement previously filed with and subsequently declared
effective by the Securities and Exchange Commission.  The
prospectus supplement relating to the offering was filed with the
SEC and is available on the SEC's Web site at http://www.sec.gov

                     About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.

The Company's balance sheet at Aug. 31, 2013, showed $4.11 million
in total assets, $5.49 million in total liabilities and a $1.37
million shareholders' deficiency.

                     Going Concern Uncertainty

"In order for the Company to continue operations at existing
levels, the Company expects that for at least the next twelve
months the Company will require significant additional capital.
While the Company expects to satisfy its operating cash
requirements over the next twelve months from cash on hand,
collection of anticipated revenues resulting from future
commercialization activities, development agreements or marketing
license agreements, through managing operating expense levels,
funds from senior management through the convertible debenture
described elsewhere herein, equity and/or debt financings, and/or
new strategic partnership agreements funding some or all costs of
development, there can be no assurance that the Company will be
able to obtain any such capital on terms or in amounts sufficient
to meet its needs or at all," the Company said in its quarterly
report for the period ended May 31, 2013.


ISC8 INC: Names Lanes Founder and McKinley President to Board
-------------------------------------------------------------
ISC8 Inc. appointed Mr. Theodore Lanes and Mr. Alexander Awan to
the Company's Board of Directors, effective immediately.  Mr.
Lanes will serve as a member of the Company's audit committee, and
Mr. Awan will serve as a member of the Company's compensation
committee.

Theodore Lanes is the founder and owner of Lanes Management
Services, a Los Angeles based consulting firm specializing in
interim management and a project consultant to a wide range of
clients.  Through Lanes Management Services, Mr. Lanes has served
as interim CFO for a NASDAQ listed developer of luxury skin care
products.  Additionally, prior to founding Lanes Management
Services, Mr. Lanes served as a Board member, and chief financial
officer for a Nasdaq listed software developer, where he led the
IPO and sale of the company.  Mr. Lanes holds an M.B.A from the
University of Southern California and a B.S. in business
administration and finance from California State University, Long
Beach.

Alexander Awan currently serves as president of McKinley
Investments, Inc., and president of GTS Investments, Inc.  Prior
to McKinley Investments and GTS Investments, Mr. Awan served as
president of PT. Extertainment Indonesia, a health and fitness
club based in Indonesia, and President and Director of PT. Bayu
Buana Tbk, a publicly listed travel service company based in
Indonesia.  Mr. Awan holds an M.B.A in industrial marketing from
Loyola Marymount University, and a B.S. in accounting from the
University of Southern California.

Messrs. Lanes and Awan were appointed as investor designees,
pursuant to the Voting Agreement by and between the Company and
certain accredited investors, in accordance with the Series D
Offering disclosed in the Company's Current Report on Form 8-K,
filed with the Securities and Exchange Commission on Nov. 5, 2013.
Other than their affiliation with an Investor signatory to the
Voting Agreement, there are no arrangements or understandings
pursuant to which Mr. Lanes or Mr. Awan were appointed as
directors, and there are no further related party transactions
between the Company and Mr. Lanes or Mr. Awan that would require
disclosure under Item 404(a) of Regulation S-K.

Resignation of Board Members

On Nov. 21, 2013, Messrs. Marc Dumont, Seth Hamot, Thomas Kelly,
Bill Joll and Robert Wilson resigned from the Company's Board of
Directors and all respective committee positions.  Additionally,
on Nov. 22, 2013, Mr. Jack Johnson tendered his resignation from
the Company's Board of Directors and as the Company's audit
committee chairman, effective Dec. 31, 2013.  Mr. Simon Williams
will replace Robert Wilson as chairman of the Board and Mr.
Williams will serve on the governance and nominating Committee.
New appointee Theodore Lanes will replace Jack Johnson as chairman
of the audit committee once Mr. Johnson's resignation is
effective.

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders' deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.  The
Company's balance sheet at March 31, 2013, showed $4.71 million in
total assets, $47.74 million in total liabilities and a
$43.02 million total stockholders' deficit.


LEHMAN BROTHERS: Liquidators Settle Australia Creditors CDO Suit
----------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that a group of Australian towns, charities and churches that
purchased risky U.S. mortgage-backed securities sold by Lehman
Brothers Holdings Inc.'s Australian unit settled its class-action
lawsuit against the failed investment bank, paving the way for the
creditors to recover $300 million Australian dollars (US$273
million) in the coming year.

According to the report, PBB Advisory, the liquidators of Lehman
Brothers Australia Ltd., said on Dec. 1 that creditors of dozens
of Australian councils, churches and charities that invested in
collateralized-debt obligations, or CDOs, with Lehman Brothers
Australia could expect to begin receiving checks early next year.

"We are hopeful of making distributions to all creditors in or
around the first quarter of 2014," said PBB's Marcus Ayres in a
statement, the report cited.

The proposed A$300 million distribution would come on top of an
earlier A$250 million paid out directly to Australian councils and
charities from their Lehman-originated investments, the report
said.

The latest settlement, which requires an Australian court's
approval, is expected to speed recoveries of more than 50 cents on
the dollar for the Australian investors that sunk hundreds of
millions of dollars into CDOs, a type of security backed by a mix
of bonds, loans and other assets, that later imploded, the report
related.

                      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.


LEVEL 3: Closes Offering of $300 Million of Senior Notes
--------------------------------------------------------
Level 3 Communications, Inc.'s wholly owned subsidiary, Level 3
Financing, Inc., has completed its previously announced offering
of $300 million aggregate principal amount of its Floating Rate
Senior Notes due 2018 in a private offering to "qualified
institutional buyers," as defined in Rule 144A under the
Securities Act of 1933, as amended, and non-U.S. persons outside
the United States under Regulation S under the Securities Act of
1933.  The Floating Rate Senior Notes bear interest at LIBOR plus
3.50 percent per annum.

The unsecured Floating Rate Senior Notes will mature on Jan. 15,
2018.  Level 3 Financing, Inc.'s obligations under the Floating
Rate Senior Notes will be fully and unconditionally guaranteed on
an unsecured basis by Level 3 Communications, Inc.

The net proceeds from the offering of the Floating Rate Senior
Notes will be used, together with cash on hand, to redeem all $300
million principal amount of Level 3 Financing, Inc.'s outstanding
Floating Rate Senior Notes due 2015.  The Floating Rate Senior
Notes due 2015 bear interest at LIBOR plus 3.75 percent.

The Floating Rate Senior Notes are not registered under the
Securities Act of 1933 or any state securities laws, and unless so
registered, may not be offered or sold except pursuant to an
applicable exemption from the registration requirements of the
Securities Act of 1933 and applicable state securities laws.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Sept. 30, 2013, showed $12.85
billion in total assets, $11.70 billion in total liabilities and
$1.14 billion in total stockholders' equity.

                           *     *     *

In October 2012, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.  LVLT's ratings recognize, in
part, the de-leveraging of the company's balance sheet resulting
from its acquisition of Global Crossing Limited (GLBC).

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIGHTSQUARED INC: Ergen Knew Debt Buys Were Improper
----------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that Charles
Ergen knew that his relationship to Dish Network Corp. and
EchoStar Corp. made it improper for him to buy up LightSquared
Inc.'s debt, according to new allegations in a lawsuit filed
against him.

According to the report, Philip Falcone's Harbinger Capital
Partners hedge fund made the claims on Dec. 3 in an amended
complaint in Manhattan bankruptcy court. Ergen first looked into
whether Dish could acquire LightSquared debt in the fall of 2011,
and an investigation then concluded that Dish was prohibited from
buying LightSquared debt because it was a competitor, according to
the complaint.

Ergen went on to form a "secret special purpose vehicle," SP
Special Opportunities LLC, to make the purchases, Harbinger said,
the report related.  That doesn't get around a rule in
LightSquared's credit agreement barring competitors from buying
its debt, because Ergen, along with Dish Treasurer Jason Kiser,
were acting as agents for Dish when they got SP Special
Opportunities to buy LightSquared's debt, Harbinger said.

"Because of LightSquared's bankruptcy, Dish, acting through its
agent Mr. Ergen, apparently saw a chance to purchase
LightSquared's valuable assets at a price dictated by Dish, and
devised and implemented a plan to achieve that goal," Harbinger
lawyers wrote, the report further related.  They said Ergen wanted
to diversify his company by moving from its core, satellite
television, to wireless.

LightSquared, backed by Harbinger, seeks to reorganize in
bankruptcy by selling most of its spectrum assets in an auction
led by a $2.22 billion bid from an entity owned by Ergen, the
report said.

                      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.


MATADOR PROCESSING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Matador Processing, LLC
           fdba Matador Processors, Inc.
        1820 N. Council
        Blanchard, OK 73010

Case No.: 13-15303

Chapter 11 Petition Date: December 2, 2013

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Niles L. Jackson

Debtor's Counsel: David B. Sisson, Esq.
                  PO Box 534
                  224 W. Gray, Ste 101
                  Norman, OK 73070-0534
                  Tel: (405) 447-2521
                  Fax : (405) 447-2552
                  E-mail: sisson@sissonlawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,001 to $1 million

The petition was signed by Betty J. Wood, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/okwb13-15303.pdf


MCTEER PROPERTY: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: McTeer Property Holdings, LLC
           dba McTeer Food & Fuel #3
        353 South Highway 25
        Millen, GA 30442

Case No.: 13-60661

Chapter 11 Petition Date: December 2, 2013

Court: United States Bankruptcy Court
       Southern District of Georgia (Statesboro)

Debtor's Counsel: Jon A. Levis, Esq.
                  MERRILL & STONE, LLC
                  P.O. Box 129
                  Swainsboro, GA 30401
                  Tel: 478-237-7029
                  Fax: 478-237-9211
                  Email: bkymail@merrillstonehamilton.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Cecil H. McTeer, III, managing member.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/gasb13-60661.pdf


MENZIES HOTELS: Topland Snaps Up $139M in UK-Based Hotel Assets
---------------------------------------------------------------
Law360 reported that billionaire-backed private equity and real
estate investment firm Topland Group Holdings Ltd. has struck an
GBP85 million ($139 million) deal to scoop up a portfolio of
troubled Menzies Hotels Group's U.K.-based assets, the buyer said
on Dec. 2.

According to the report, Topland will buy up 12 hotels and
Menzie's head office, taking them out of Menzies' bankruptcy
restructuring proceedings, according to the deal. The acquisition
helps save a 1,200-job operation and gives Topland an important
new foothold in the U.K. lodging industry, Topland said in a
statement.


METRO AFFILIATES: Receives Final Access to $53.5 Million Loan
-------------------------------------------------------------
Stephanie Gleason, writing for Dow Jones Business News, reported
that Atlantic Express Transportation Corp. on Dec. 2 received the
bankruptcy court's approval of $53.5 million in bankruptcy
financing, the lifeline that's allowing the company to continue
operating.

According to the report, Judge Sean Lane of the U.S. Bankruptcy
Court in Manhattan said on Dec. 2 that it's clear Atlantic Express
is unable to secure financing on better terms than those being
provided by Wells Fargo Bank and that without this financing, the
company would have to cease operations.

Previously, Judge Lane granted the company access to $10 million
of this loan provided by Wells Fargo Bank on an interim basis, the
report related.  The approval on Dec. 2 guarantees Atlantic
Express's ability to tap the full amount of the loan, which
matures Jan. 15.

That date was a modification -- the loan originally was to come
due Dec. 31 -- and was one of several technical changes made to
resolve several objections to the funding, the report said.
Ultimately, there were no remaining objections to the loan on
Dec. 2.

This approval is the final check on the to-do list before Atlantic
Express attempts to sell its assets, the report noted.  It's
planning to hold an auction next week. If it's unable to
accomplish the sale the company will be forced to liquidate, it
said.

As reported in the Troubled Company Reporter on Nov. 14, 2013,
the Debtors seek authority to obtain $53.5 million in postpetition
financing, which includes a revolver with $37 million in
availability, subject to a borrowing base, from Wells Fargo.
The DIP Loan will accrue interest at the prime rate plus 0.5% for
Revolving Loans; Prime plus 2.5% for Vehicle Term Loans; and 12%
for Supplemental Loans and the Non-Default Rate + 2% on and during
the occurrence of an event of default.

                     Committee's Objection

Louis A. Scarcella, Esq., at Farrell Fritz, P.C., on behalf of the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Metro Affiliates, Inc., et al., asked the Bankruptcy Court to
deny the Debtors' request to incur postpetition secured
indebtedness from Wells Fargo Bank, National Association, in its
capacity as agent for a consortium of lenders; and use cash
collateral.

The Committee related the Court must address the significant flaws
in the proposed DIP Credit Facility and Proposed Final Order.  The
Committee notes it has engaged in discussions with the Agent
regarding the DIP Credit Facility and hopes that discussions will
continue up to the final hearing.

The Committee's primary objections to the DIP Credit Facility and
Proposed Final Order include:

   * The DIP Credit Facility Maturity is Unreasonable in light
     of the Sale Milestones.

   * The Roll-Up of the Prepetition Obligations into the DIP
     Credit Facility is Impermissible.

   * The Cross-Collateralization of the Prepetition Obligations
     with the Postpetition Collateral is Impermissible.

   * Alternatively, Rights to Unwind the Roll-Up, the Cross-
     Collateralization and the Payment of Post-Petition Interest
     on the Pre-Petition Obligations Must be Expressly Reserved.

   * Any Payment of Prepetition Obligations Must be Subject to
     the Committee's Objection Rights and Payment or Collateral
     Transferred on Account of the Pre-Petition Obligations
     Must be Held in Escrow Until Expiration of the Objection
     Period.

   * The Final DIP Order Should Provide the Committee with
     Automatic Standing to File and Prosecute Objections.

   * The Events of Default under the DIP Credit Facility are
     Inappropriately Broad.

                      About Metro Affiliates

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

Atlantic Express will go up for auction on Dec. 11.  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.


METRO AFFILIATES: Committee Balks at Rothschild's Completion Fee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
was slated to convene a hearing Dec. 2, 2013, at 11:00 a.m., to
consider Metro Affiliates, Inc., et al.'s request to employ
Rothschild Inc. as financial advisor and investment banker.

The Official Committee of Unsecured Creditors has objected to the
proposed completion fee payable to Rothschild.  The Committee said
the completion fee is not in any way tied to the measure of
success achieved in the Chapter 11 cases.  Rather, Rothschild is
entitled to the completion fee merely upon "getting a deal done."

As reported in the Troubled Company Reporter on Nov. 14, 2013, the
Debtors, in their application, said the firm will be paid a
monthly fee of $125,000; and a completion fee of $2,250,000 upon
the earlier effectiveness of a confirmed Plan and the closing of a
Transaction, except that the fee will be reduced to $1,125,000 if
all of the following occur: (1) closing of a Transaction, (2)
dismissal of the bankruptcy proceedings on or before Jan. 21,
2014, and (3) agreement by Nov. 22, 2013, on a new consensual
collective bargaining agreement with Local 1181- 1061, Amalgamated
Transit Union, AFL-CIO that is ratified within thirty days of the
agreement.  The engagement agreement between the Debtors and
Rothschild provides that only one Completion Fee may be paid and
50% of Monthly Fees over $375,000 may be credited against any
Completion Fee.  The Debtors will also reimburse Rothschild for
its reasonable expenses incurred in connection with the
performance of its engagement.

Neil A. Augustine, executive vice chairman of North American GFA
and co-chair of the North American Debt Advisory and Restructuring
Group at Rothschild Inc., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

During the 90 days immediately preceding the Petition Date,
Rothschild received fee payments totaling $283,333 and expense
reimbursement payments totaling $35,000.  Mr. Augustine says as of
the Petition Date, the Debtors did not owe Rothschild for any fees
or expenses incurred prior to the Petition Date.

                      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, previously 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.


METRO AFFILIATES: Court Approves Dec. 11 Auction of Assets
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved bidding procedures to govern the sale of substantially
all of Metro Affiliates, et al.'s assets.

The auction will be held Dec. 11, 2013, at 10:00 a.m. at the
offices of Akin Gump Strauss Hauer & Feld LLP, One Bryant Park,
New York City.  The deadline to submit qualified bids is Dec. 6,
at 5:00 p.m.

The Court will hold hearing on Dec. 16, at 10:00 a.m., to consider
approval of the sale transaction, approve the Successful Bidder(s)
and confirm the results of the auction, if any.  Objections, if
any, are due Dec. 9, at 4 p.m.

The Court also ordered that Wells Fargo Bank, National
Association, as agent under the Debtors' prepetition credit
facility and agent under the Debtors' postpetition financing
facility (the DIP Lender); (b) The Bank of New York Mellon, as
indenture trustee for the Debtors' 10.5% Senior Secured Notes due
2017; and (c) Merchants' Automotive Group, Inc., as secured
creditor and lessor under certain of the Debtors' capital and
operating leases, will (i) have the same consultation rights
granted solely to the Creditors' Committee in the Bid Procedures;
and (ii) receive copies of the bids received by the Debtors from
Potential Bidders.

The Court also authorized the Debtor, after consultation with the
DIP Lender, BNYM and the Creditors' Committee, to enter into a
Purchase Agreement (the Stalking Horse Agreement), subject to
higher and better offers at the auction, following the Sale
Hearing, approving the Sale Transaction contemplated by the
Stalking Horse Agreement, with any Qualified Bidder that submits a
Qualified Bid to establish a minimum Qualified Bid at the Auction.

The Debtors will seek Court approval of the Stalking Horse
Agreement at a hearing Dec. 9, at 3:00 p.m.  Parties may submit
an objection to the proposed Stalking Horse Agreement at or prior
to such hearing.

Previously, Wells Fargo submitted a response to the objection of
the Creditors' Committee to the Debtors' sale motion, and asked
the Court to overrule the Committee's objection.

The Committee argued that the Debtors have provided insufficient
justification for the speed at which they propose to barrel
through a sale process.

As reported in the Troubled Company Reporter on Nov. 12, 2013,
Wells Fargo and BNYM are permitted to credit bid pursuant to
Section 363(k) of the Bankruptcy Code for all or a portion of the
Assets; provided, however, that the credit bidding party must
include cash for all Assets other than those Assets upon which it
holds a lien and must include cash in an amount sufficient to
satisfy in full the amounts owed to all senior lienholders on
Assets other than those Assets upon which it holds a first lien.

At any time at least three days prior to the Auction, the Debtors,
after consultation with the DIP Lender, BNYM and the Official
Committee of Unsecured Creditors, may enter into a purchase
agreement, subject to higher and better offers at the Auction.
The Stalking Horse Agreement may contain certain customary terms
and conditions, including expense reimbursement and a break-up fee
in an amount to be determined by the Debtors, after consultation
with the DIP Lender, BNYM and the Creditors Committee, but in no
event will the break-up fee exceed 2.5% of the purchase price set
forth in the Stalking Horse Agreement.

                      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, previously 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.


METRO AFFILIATES: 3 Members of Unsec. Creditors Committee
---------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Metro Affiliates, Inc., et al.

The Committee members are:

      1. Advantage Funding Commercial Capital Corp.
         Attn: Edward P. Kaye
         1111 Marcus Avenue, Suite M-27
         Lake Success, NY 11042
         Tel. (516) 280-1786

      2. Local 1181-1061, Amalgamated Transit Union
         Attn: Jean Claude Calixte
         101-49 Woodhaven Boulevard
         Ozone Park, NY 11416
         Tel. (718) 845-5600

      3. Superior Distributors
         Attn: Howard Klein
         4 Midland Avenue
         Elmwood Park, NJ 07407
         Tel. (201) 791-8129

                      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, previously 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.


MI PUEBLO: Dec. 10 Hearing on Further Access to Cash Collateral
---------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California will convene a hearing Dec. 10,
2013, at 10:30 a.m., to consider Mi Pueblo San Jose, Inc.'s
further use of cash collateral which secured creditor Wells Fargo
Bank, N.A., asserts an interest.

The Court, in an eighth interim order, authorized the Debtor's
interim use of cash collateral until Dec. 15.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the secured creditor a
replacement lien.

As further adequate protection for the Debtor's use of cash
collateral, the Debtor will make these adequate protection
payments to the Bank: on Dec. 2, the amount equal to the sum of
(i) the monthly payment of principal and interest at the non-
default rate that will be due and owing by the Debtor to the Bank
pursuant to the Term Note on that payment date; plus (ii) the
monthly payment of interest at the non-default rate that will be
due and owing by the Debtor to the Bank pursuant the Revolving
Reducing Note on that payment date; plus (iii) the monthly payment
required to be paid by the Debtor to the Bank pursuant to the Swap
Documents.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: Has Until Feb. 17 to Decide on Non-Residential Leases
----------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California extended until Feb. 17, 2014, the
time for Mi Pueblo San Jose, Inc., to assume or reject non-
residential real property leases.

A schedule of the Debtor's leases is available for free at:

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

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: May Incur $1.9MM DIP Loan From Founder
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Mi Pueblo San Jose, Inc., to incur $1.9 million from
Juvenal Chavez, founder and principal, on these terms:

   a. the DIP Loan (i) will be funded by Mr. Chavez on or
      before Nov. 19; (ii) will accrue no interest; and
      (iii) may neither be repaid nor may funds for that
      repayment be set aside by Mi Pueblo for that repayment,
      earlier than the effective date of a reorganization
      plan confirmed in the case;

   b. repayment of the first $950,000 of the DIP Loan or
      the setting aside by Mi Pueblo of funds for that repayment,
      in one or more installments, may only be made on or after
      the Effective Date and as and to the extent provided in
      the Plan.

The Debtor is authorized to grant Mr. Chavez a lien junior to that
of Wells Fargo Bank, N.A., pursuant to Bankruptcy Code Section
364(c)(3) on all property of the estate of Mi Pueblo in the case
that is subject to a lien in favor of WFB.

WFB and the Official Committee of Unsecured Creditors will have
the opportunity to review and approve the forms and proposed terms
of the DIP Loan Documents to be executed to insure that the same
conform to the terms of the order.

The Court overruled all oppositions, including that of Viz Cattle,
Inc., and Wells Fargo.

Viz Cattle, an administrative claimant, in its objection, said
that the DIP financing motion offers no evidence that the proposed
financing will serve the Debtor's longer-term viability -- or
facilitate the preservation of estate assets.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MICROVISION INC: Amends Bylaws to Change Quorum Requirements
------------------------------------------------------------
MicroVision, Inc., amended its Bylaws to change the quorum
requirements for meetings of stockholders.  As amended, the
holders of one-third of the shares of the capital stock of the
Company issued and outstanding and entitled to vote at the
meeting, present in person, by means of a remote communication, if
authorized, or represented by proxy, will constitute a quorum for
the transaction of business.

Prior to the amendment, the Bylaws provided that the holders of a
majority of the shares of the capital stock of the Company issued
and outstanding and entitled to vote at the meeting, present in
person, by means of remote communication, if authorized, or
represented by proxy, would constitute a quorum for the
transaction of business.

                      About Microvision Inc.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

The Company reported a net loss of $7.09 million on $3.67 million
of total revenue for the six months ended June 30, 2013, compared
with a net loss of $14.77 million on $3.03 million of total
revenue for the corresponding period of 2012.

The Company's balance sheet at Sept. 30, 2013, showed $12.01
million in total assets, $12.20 million in total liabilities and a
$190,000 total shareholders' deficit.


MOTORCAR PARTS: To Buy Warrants From Cerberus for $2.2 Million
--------------------------------------------------------------
Motorcar Parts of America, Inc., entered into a Warrant Purchase
Agreement with Cerberus Business Finance, LLC, pursuant to which,
the Company agreed to purchase a warrant to purchase 219,355
shares of the Company's common stock, par value $0.01 per share,
held by Cerberus.  Pursuant to the Agreement, the price the
Company agreed to pay for the Warrant was an amount equal to the
closing price of the Company's common stock on Friday, Nov. 22,
2013, less the Warrant's per share exercise price of $7.75.  The
Closing Price was $17.75 and the resulting consideration to be
paid was $2,193,550 or $10.00 per Warrant Share.  The Warrant was
issued in connection with the Second Amendment to Financing
Agreement by and among the Company, Cerberus, as collateral agent,
PNC Bank, National Association, as administrative agent, and a
syndicate of lenders.

                        About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  The Company's balance
sheet at Sept. 30, 2013, showed $289.50 million in total assets,
$189.63 million in total liabilities and $99.87 million in total
shareholders' equity.

Ernst & Young LLP, in Los Angeles, California, noted that the
Company's wholly owned subsidiary Fenwick Automotive Products
Limited has recurring operating losses since the date of
acquisition and has a working capital and an equity deficiency.
"In addition, Fenco has not complied with certain covenants of its
loan agreements with its bank.  These conditions relating to Fenco
coupled with the significance of Fenco to the Consolidated
Companies, raise substantial doubt about the Consolidated
Companies' ability to continue as a going concern."


MOUNTAIN PROVINCE: Closes C$29.4M Non-Brokered Private Placement
----------------------------------------------------------------
Mountain Province Diamonds Inc. closed its previously announced
non-brokered private placement of common shares for gross proceeds
of C$29.4 million.  The Company has issued 5,889,200 common shares
at a price of C$5.00 per share.

The shares are subject to a four month hold period, expiring on
March 26, 2014.  Proceeds of the private placement will be used to
support the Company's share of initial capital expenditures at the
Gahcho Kue project, the 2014 Tuzo Deep drill program and for
general corporate purposes.  A finder's fee in the amount of
$567,330 has been paid in relation to the private placement.

Mountain Province Diamonds is a 49 percent participant with De
Beers Canada in the Gahcho Kue JV located at Kennady Lake in
Canada's Northwest Territories.  The Gahcho Kue Project consists
of a cluster of four diamondiferous kimberlites, three of which
have a probable mineral reserve of 31.3 million tonnes grading
1.57 carats per tonne for total diamond content of 49 million
carats.

Gahcho Kue is the world's largest and richest new diamond
development project.  A December 2010 feasibility study filed by
Mountain Province (available on SEDAR) indicates that the Gahcho
Ku‚ project has an IRR of 33.9 percent.

                 About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed C$81.07
million in total assets, C$12.42 million in total liabilities and
C$68.64 million in total shareholders' equity.


NEWLEAD HOLDINGS: Annual Shareholders' Meeting Set on Dec. 23
-------------------------------------------------------------
NewLead Holdings Ltd. is inviting its shareholders to attend the
2013 annual general meeting to be held at 11:00 a.m., Athens time,
on Monday, Dec. 23, 2013, at NewLead Holdings Ltd.'s office
located at 83 Akti Miaouli & Flessa Street, Piraeus, Greece.
The purposes of the Meeting are:

   (1) To receive the directors' report and audited financial
       statements of NewLead Holdings Ltd. for the fiscal year
       ended Dec. 31, 2012, together with the auditor's report
       thereon.

   (2) To reappoint EisnerAmper LLP as auditors of the Company to
       hold office from the conclusion of the 2013 annual general
       meeting until the close of the Company's next annual
       general meeting, and to authorize the Board of Directors to
       determine the auditors' remuneration.

   (3) To elect Spyros Gianniotis as a Class III director to hold
       office from the conclusion of the 2013 annual general
       meeting until the Company's 2016 annual general meeting.

   (4) To elect Panagiotis Skiadas as a Class III director to hold
       office from the conclusion of the 2013 annual general
       meeting until the Company's 2016 annual general meeting.

   (5) To consider any other business that may be properly
       presented at the meeting.

A complete copy of the Notice is available for free at:

                        http://is.gd/046j0M

                    About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

Newlead Holdings Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$403.92 million on $8.92 million of operating revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $290.39
million on $12.22 million of operating revenues for the year ended
Dec. 31, 2011.  The Company incurred a net loss of $86.34 million
on $17.43 million of operating revenues in 2010.

As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total
assets, $177.42 million in total liabilities and a $115.62 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, 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 net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NORTHEAST INDUSTRIAL: Case Summary & 10 Unsecured Creditors
-----------------------------------------------------------
Debtor: Northeast Industrial Development Corp.
        139 West Street
        Newburgh, NY 12550

Case No.: 13-37619

Chapter 11 Petition Date: December 2, 2013

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

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  GENOVA & MALIN, ATTORNEYS
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590-4332
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  Email: genmallaw@optonline.net

Total Assets: $5.51 million

Total Liabilities: $5.27 million

The petition was signed by Walter Lambert, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb13-37619.pdf


OCZ TECHNOLOGY: Proposes Toshiba-Led Sale Process
-------------------------------------------------
OCZ Technology Group, Inc., et al., ask the bankruptcy court for
approval of proposed sale and bidding procedures under which
Toshiba Corp. will acquire the assets for $35 million, absent
higher and better offers.

The Debtors' investment banker, Deutsche Bank Securities Inc.,
began marketing the Debtors' assets in May 2013 and on Dec. 2,
2013, the Debtors entered into an asset purchase agreement for
Toshiba to serve as stalking horse purchaser for substantially all
of the Debtors' assets, subject to higher and better offers.

The bidding procedures contemplate that prospective purchasers
must submit all-cash bids by Thursday, Jan. 9, 2014, and that, if
more than one "qualified bid" is received, an auction will be
conducted on Monday, Jan. 13, 2014.  The bid already submitted by
Toshiba is deemed to constitute a qualified bid.

Bidders will be required to submit bids that include a commitment
to (i) repay any and all amounts advanced by Toshiba to the
Debtors from and after Nov. 27, 2013, within one day of the sale
hearing, and (ii) $1 million to prepetition senior lender Hercules
on account of the remaining, unpaid principal balance under the
prepetition senior loans.

The Debtors intend to seek approval for the sale of the purchased
assets to the successful bidder at a sale hearing to be conducted
not later than Jan. 21, 2014.

Toshiba has required the Debtors to obtain approval of the sale
within 50 days after the Petition Date, and closing of the sale
within 65 days after the Petition Date.

If the Debtors pursue an alternative transaction, the Debtors will
pay Toshiba $1,050,000 in cash.

For six months prior to the Petition Date, prospective purchasers
conducted extensive due diligence on the Debtors' assets and
operations, including frequent onsite meetings and an extensive
dialogue with the Debtors' senior management team.  Of 30 parties
contacted by Deutsche, 8 parties requested further meetings, and
then 4 parties engaged in various individualized diligence
sessions.  Of the 4 bidders, only Toshiba was willing to provide
the Debtors with a written indication of interest in the
acquisition of the Debtors' assets.

                          About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

OCZ is represented by Michael R. Nestor of Young Conaway Stargatt
& Taylor.


OCZ TECHNOLOGY: Proposes $23.5-Mil. Financing From Toshiba
----------------------------------------------------------
OCZ Technology Group, Inc., et al., ask the bankruptcy court to
approve financing from proposed buyer Toshiba Corp. to fund the
case pending the sale of the assets.

Toshiba will make available up to an aggregate amount not to
exceed $21 million upon interim approval of the DIP financing and
an amount not to exceed $23.5 million upon entry of a final order.

Toshiba and the prepetition senior lender, Hercules Technology
Growth Capital, Inc., engaged in negotiations to establish an
intercreditor arrangement under which Toshiba would agree to fund
the Debtors' cases, and the prepetition senior lender would
consent to the priming of the liens securing the Debtors'
prepetition obligations and consent to the Debtors' use of cash
collateral, which is set forth in the terms of the Restructuring
and Subordination Agreement dated as of Dec. 2, 2013.

The RSA requires that the prepetition senior lender receive an
immediate payment of an amount equal to: (i) $9,716,964 minus (ii)
any and all amounts received by the prepetition senior lender on
an after Nov. 25, 2013 and on or before the Petition Date minus
$1,000,000 from the initial financing provided for under the
postpetition facility.

The Debtors also intend to use cash collateral.  The prepetition
senior lender will receive replacement liens, an allowed super-
priority administrative expense claim, will receive payment of the
"prepetition senior loan paydown", monthly interest payments and
reimbursement of reasonable attorneys' and other fees.

Toshiba will provide DIP financing on these terms:

  Borrower:       OCZ Technology Group and debtor-affiliates

  Guarantors:     Each of non-debtor foreign subsidiaries

  Lender:         Toshiba Corp. or designee

  Amount of
  DIP Facility:   The aggregate principal amount will not at any
                  time exceed the amount of $23,500,000.

  Conditions
  Precedent to
  All Advances:   The Debtors must obtain interim approval of
                  the DIP financing within 5 days of the Petition
                  Date and final approval on or before the date
                  that is 30 days after the Petition Date.

                  The Court must enter an order approving the
                  bidding procedures within 20 days after the
                  Petition Date.

  Interest:       The postpetition obligations will bear interest
                  at the rate of 9% per annum.  On and after the
                  termination date, the applicable interest rate
                  will automatically increase to 11%.

  Fee:            The DIP lender will be entitled to a fee of 2%
                  of the maximum amount and supplemental amount
                  under the DIP facility.

  Maturity:       All postpetition obligations will be due and
                  payable upon the earlier to occur of (i) 45 days
                  after the Petition Date, which the DIP lender,
                  in its sole discretion may extend by up to 15
                  days, or (ii) the consummation of any sale or
                  other transfer or disposition of all, or any
                  material portion, of the assets of any of the

                          About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

OCZ is represented by Michael R. Nestor of Young Conaway Stargatt
& Taylor.


OCZ TECHNOLOGY: Proposes to Pay $4.02-Mil. to Critical Vendors
--------------------------------------------------------------
OCZ Technology Group, Inc., et al., ask the bankruptcy court for
approval to pay in the ordinary courts of business, the
prepetition fixed, liquidated and undisputed claims of certain
critical vendors and service providers.

The Debtors estimate that having authority to pay up to $4.02
million in prepetition critical trade claims will ensure that they
can perform on their customer commitments, keep their supply chain
intact and preserve the going-concern value of their operations.

The Debtors will condition the payment of individual critical
vendor claims on the most favorable trade terms, practices and
programs in effect between the vendor, and the Debtors during the
180 days preceding the Petition Date.

The $4.02 million trade claims cap represents less than 30% of the
Debtors' estimate of aggregate prepetition trade claims.

The Debtors only seek authority to pay the prepetition claims of
the critical vendors who are third-party creditors.  The Debtors
say that claims of non-debtor foreign subsidiaries will continue
to be paid in the ordinary course of business.

                          About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

OCZ is represented by Michael R. Nestor of Young Conaway Stargatt
& Taylor.


OCZ TECHNOLOGY: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

      Debtor                            Case No.
      ------                            --------
      OCZ Technology Group, Inc.        13-13126
      6373 San Ingacio Avenue
      San Jose, CA 95119

      Indilinx, Inc.                    13-13127
      6373 San Ignacio Avenue
      San Jose, CA 95119

      Sanrad, Inc.                      13-13128
      6373 San Ignacio Avenue
      San Jose, CA 95119

Type of Business: Provider of high-performance solid state drives
                 (SSDs) for computing devices and systems.

Chapter 11 Petition Date: December 2, 2013

Court: United States Bankruptcy Court
       District of Delaware

Judge: Hon. Peter J. Walsh

Debtors' Counsel: Matthew Barry Lunn, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  1000 North King Street
                  Wilmington, DE 19809
                  Tel: 302-571-6600
                  Email: bankfilings@ycst.com

                    - and -

                 Jaime Luton Chapman, Esq.
                 YOUNG, CONAWAY, STARGATT & TAYLOR
                 1000 West Street, 17th Fl.
                 P.O. Box 391
                 Wilmington, DE 19899-0951
                 Tel: 302-571-6600
                 Email: bankfilings@ycst.com

                    - and -

                 Michael R. Nestor, Esq.
                 YOUNG, CONAWAY, STARGATT & TAYLOR
                 Rodney Square
                 1000 North King Street
                 Wilmington, DE 19801
                 Tel: 302-571-6600
                 Fax: 302-571-1253
                 Email: bankfilings@ycst.com


Debtors'         MAYER BROWN LLP
Special Counsel:

Debtors'         DEUTSCHE BANK
Investment
Banker:

OCZ Technology's Total Assets: $34.1 million

OCZ Technology's Total Debts: $65.5 million

The petitions were signed by Rafael Torres, chief financial
officer and corporate secretary.

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                         Nature of Claim  Claim Amount
   ------                         ---------------  ------------
Sirfa International Limited            Trade         $3,081,061
RM 8084, 8F, Sino Centre
582-592 Nathan Rod, Kln
Hongkong, China
Attn: Eva Chen
Fax:(852) 277-17211
Email: evachen@highpower-tech.com

Avnet Electronics                         Trade        $772,620
Marketing
5400 Prairie Stone Parkway
Hoffman Estates, IL 60192
Attn: Chona Anderson
Email: chona.anderson@avnet.com

China Great wall                          Trade        $672,188
Computer Shenzhen Co., Ltd.
Great Wall Industry Park
Baoshi East Rd., Shiyan Baoan
Shenzhen, China 518108
Attn: Alex Zhao
Fax: (086) 755-295-19373
Email: zhaobing@greatwall.com.cn

Wilson Sonsini Goodrich &                Services      $656,855
Rosati
650 Page Mill Road
Palo, Atlo, CA 94304
Attn: Accounts Receivable
Fax: (866)974-7329
Email: finance@wsgr.com

Arrow Electronics, Inc.                  Trade         $625,200
P.O. Box 742772
Los Angeles, CA 90074
Attn: Carol Yang
Email: carol.yang@arrowasia.com

LSI Cor./Sandforce                       Trade         $532,194
1320 Ridder Park Drive
San Jose, CA 95131
Attn: Charles J. Novak
Fax: (408) 433-8989
Email: charles.novak@lsi.com

Synopsys International Limited           Trade         $491,666
Block 1, Blanchrdstown Corporate
Park
Dublin 15, Ireland
Attn: Eamonn Blanchfield
Fax: (353)436-8879
Email: eamonn.blanchfield@synopsys.com

PMC-Sierra 1-18-12 SUNTECH@              Trade         $407,100
Penang Cybercity
Lintang Mayan
1380 Bordeaux Drive
Sunnyvale, CA 94089
Fax: 604-415-6212
Email: acctre@pmcs.com

Open-Silicon, Inc.                       Trade         $388,375
490 N. McCarthy Blvd., Suite 220
Milpitas, CA 95035
Attn: Prathima Vishwakumar
Fax: (408) 240-5701
Email: prathima.vishwakumar@open-silicon.com

Mayer Brown LLP                          Services      $326,126
2027 Collection Center Dr.
Chicago, IL 60693
Attn: Erica Jauch
Fax: (312) 701-7711
Email: ejauch@mayerbrown.com

Super Flower Computer Inc.               Trade        $189,410

Avnet Asia Pte Ltd.,                     Trade        $188,818
Taiwan Branch

Foxconn Technology Pte. Ltd.             Trade        $168,528

eHans Technology Corp.                   Trade        $166,858

Irell & Manella LLP                      Services     $164,228

Base Logistics                           Trade        $156,353

Fuh Bang Enterprise Co. Ltd.             Trade        $136,089

American Express                         Services     $123,676

Lin Horn Technology Co. Ltd.             Trade        $113,958

Facebook, Inc.                           Services     $106,442

Weikeng Industrial Co., Ltd.             Trade        $100,721

UPS Supply Chain Solutions, Inc.         Services      $93,861

Intel Corporation                        Trade         $90,782

Advanced MP Technology                   Trade         $85,400

True Partners Consulting LLC             Services      $49,899

SI 25 LLC                                Landlord      $80,982

TC Loan Service LLC                      Services      $68,611

RR Donnelley                             Services      $63,250

Richain International Co., Ltd.          Trade         $60,068

ABD Insurance and Financial              Services      $57,357
Services


OPEN TEXT: S&P Affirms 'BB+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BBB'
issue-level rating and '1' recovery rating to Waterloo, Ont.-based
software provider Open Text Corp.'s proposed US$800 million term
loan B, issued by wholly owned subsidiary Ocelot Merger Sub Inc.
The '1' recovery rating reflects S&P's expectation of very high
(90%-100%) recovery in the event of default.

At the same time, Standard & Poor's affirmed all other ratings on
Open Text, including its 'BB+' long-term corporate credit rating
on the company.

"Open Text plans to acquire GXS Group Inc. in a US$1.165 billion
transaction financed with a US$800 million term loan,
US$265 million of balance-sheet cash, and US$100 million of
equity," said Standard & Poor's credit analyst David Fisher.

Despite the transaction being primarily debt-financed, S&P expects
Open Text's credit measures to remain in line with what it views
as an "intermediate" financial risk profile.

"The acquisition will build on Open Text's information exchange
offerings -- one of the five key pillars it seeks to lead -- and
further diversify its business mix," Mr. Fisher added.

However, it also brings integration risk and the potential for
further fragmentation among its product offerings.  On balance,
the transaction has limited impact on our view of the company's
business risk profile as "fair," which is supported by the
company's strong market position as a leading provider of
enterprise content management software.

GXS is a leading provider of business-to-business integration
solutions.  S&P expects the transaction to add about
US$480 million to company sales and approximately US$125 million
to its EBITDA (excluding capitalized software development costs
and potential synergies).

The stable outlook reflects S&P's expectation that Open Text will
continue to generate solid revenue and earnings growth, supported
by its large base of recurring maintenance revenue and acquisitive
growth strategy.  This should enable it to maintain credit metrics
commensurate with an intermediate financial risk profile --
specifically, adjusted debt-to-EBITDA in the 2x-3x range.

Ratings upside is constrained by Open Text's narrow business
scope, still-moderate scale, and limited organic growth.  S&P
could consider raising the ratings if the company continues to
expand into the broader enterprise information market market,
while developing an integrated set of product suites that resonate
with customers.  Under this scenario, S&P would expect Open Text
to achieve a mid-single-digit organic growth rate, at a minimum,
while maintaining adjusted debt-to-EBITDA below 3x.  Upgrade
consideration would also include an assessment of the company's
financial policies.

S&P could lower the ratings on Open Text if the company adopts a
more aggressive financial policy, including debt-financed
acquisitions that push adjusted debt-to-EBITDA in excess of 3x or
if the competitive environment intensifies to such an extent that
Open Text loses market share to its rivals over a sustained
period.


PEACH BLOSSOM: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Peach Blossom Development Co., Inc.
        114 Constitution Drive, Suite 1200
        Warner Robins, GA 31088-7516

Case No.: 13-53238

Chapter 11 Petition Date: December 2, 2013

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: 478-742-6481
                  Email: wjboyer_2000@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Tom Brightman, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/gamb13-53238.pdf


PERSONAL COMMUNICATIONS: Wants Until March 17 to Decide on Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
will convene a hearing on Dec. 9, 2013 at 10:00 a.m., to consider
the motion of Personal Communications Devices, LLC, et al., to
extend until March 17, 2014, the period within which the Debtors
may assume or reject certain unexpired leases of non-residential
real property -- two non-residential facilities located in
Hauppauge, New York.

According to the Debtors, Quality One, the buyer, continues to
evaluate whether it will maintain operations at the Leased
Facilities and, if so, whether it will do so under the existing
Leases.  Preserving those Leases while Quality One evaluates its
needs and the suitability of the Leased Facilities is necessary to
enable the Debtors to fulfill their obligations under the TSA and
to enable an orderly transition of the Debtors' assets and
employees to Quality One.

The Debtors add that Quality One and the resources the parties
will need to complete the steps to effectively transfer the
Debtors' assets to Quality One.  Because the Debtors' domestic
operations and warehouse capacity was primarily located at 80
Arkay Drive and the Hauppauge Warehouse respectively, the Debtors
and Quality One identified maintenance of the Leases as necessary
to the transition process.

                             About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.

PCD filed for bankruptcy with a deal to sell the operations to
Quality One Wireless LLC for $105 million, absent a higher bid at
auction.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

The petitions were signed by Raymond F. Kunzmann as chief
financial officer.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PLANDAI BIOTECHNOLOGY: Amends Fiscal 2013 Annual Report
-------------------------------------------------------
Plandai Biotechnology, Inc., amended its annual report on Form
10-K for the year ended June 30, 2013, to include additional
disclosure regarding the note payable to Land and Agriculture Bank
of South Africa.  In addition references to minority interest or
minority shareholder were changed to non-controlling interest or
non-controlling shareholder.  There are no changes to the
financial statements.  A copy of the Form 10-K/A is available for
free at http://is.gd/lAEsdo

                           About Plandai

Based in Seattle, Washington, Plandai Biotechnology, Inc., through
its recent acquisition of Global Energy Solutions, Ltd., and its
subsidiaries, focuses on the farming of whole fruits, vegetables
and live plant material and the production of proprietary
functional foods and botanical extracts for the health and
wellness industry.  Its principle holdings consist of land, farms
and infrastructure in South Africa.

Plandai incurred a net loss of $2.96 million on $359,143 of
revenues for the year ended June 30, 2013, as compared with a net
loss of $3.83 million on $74,452 of revenues during the prior
fiscal year.  The Company's balance sheet at Sept. 30, 2013,
showed $8.89 million in total assets, $13.11 million in total
liabilities and a $4.22 million deficit allocated to the Company.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company has incurred losses since
inception, has a negative working capital balance at June 30,
2013, and has a retained deficit, which raises substantial doubt
about its ability to continue as a going concern.


PLAZA ANTILLANA: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Plaza Antillana, Inc.
        Cond. Santa Ana, Apt 6A
        Ave. Luis Vigoreaux 1026
        San Juan, PR 00966

Case No.: 13-10013

Chapter 11 Petition Date: December 2, 2013

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

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Christian Alcala, Esq.
                  FRIEDMAN & FEIGER, LLC
                  3071 Ave Alejandrino, PMB 129
                  Guaynabo, Puerto Rico
                  Tel: 787-648-2705
                  Email: calcala@alcalaassociatespr.com

Total Assets: $3.50 million

Total Liabilities: $8.92 million

The petition was signed by Antonio Morales Padilla, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb13-10013.pdf


POTASH CORP: To Cut Over 1,000 Jobs Due to Sluggish Environment
---------------------------------------------------------------
Judy McKinnon, writing for The Wall Street Journal, reported that
Potash Corp. of Saskatchewan Inc. said on Dec. 3 it will cut about
18% of its workforce, or more than 1,000 jobs, as it continues to
grapple with slumping demand for potash and phosphate, two key
fertilizer ingredients.

According to the report, the Saskatoon, Saskatchewan-based
company, the world's largest potash miner by capacity, has been
hit hard by weaker prices for its major fertilizer nutrients and
lower potash sales in the wake of the collapse of a Russian-
Belarusian potash sales partnership in July.

Potash Corp. said most of the jobs cuts will affect its potash
operations, including about 440 workers in its home province of
Saskatchewan, in Canada, the report related.  Overall, about 570
potash jobs will be cut, with the remainder -- totaling about 475
-- affecting its phosphate and nitrogen operations.

"Despite confidence in the long-term drivers of our business, a
significant portion of fertilizer demand comes from developing
markets where growth has been less robust than expected. This
sluggish environment has been most visible in our potash and
phosphate businesses, and has contributed to challenging market
conditions," the company said in a statement, the report cited.

The company said it expects to take a charge of about $70 million
for severances and may be required to take a writedown on the
carrying value of its affected assets, the report related.


RAHA LAKES: Confirms First Amended Chapter 11 Plan
--------------------------------------------------
Raha Lakes Enterprises, LLC, et al., won confirmation of their
First Amended Chapter 11 Plan on Nov. 21, 2013, according to their
case docket.

A post-confirmation status conference has been scheduled for
May 22, 2014, at 10:00 a.m.

The First Amended Plan contemplates the reorganization of the
Debtors' business operations to enable them to make orderly
distributions to creditors within two years.  Plan payments will
be made from these sources and in the following order of priority
based on available capital:  (1) the operation of the Debtors'
real property at 900 South San Pedro Street, Los Angeles, in the
South-East corner of 9th Street and San Pedro Street, in the
Garment District in Downtown Los Angeles, (2) the refinance or
sale of the Property on or before the maturity of loan obligations
to secured creditor, San Pedro Investments LLC, (3) contributions
from the Debtors' principal owner, Kayhan Shakib, the exact amount
of which will be determined by necessity, and (4) about $383,071
of "new value" contributions from Shakib.  The "new value" capital
contribution will be in full satisfaction of San Pedro's non-
default claims for interest, fees and costs.

                       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.
Sierra Consulting Group, LLC, serves as financial advisors.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


RESIDENTIAL CAPITAL: Defends Kessler Settlement
-----------------------------------------------
Residential Capital LLC and its affiliates maintain that the
settlement with the so-called "Kessler Settlement Class" should be
approved despite the objection raised by PNC Bank N.A.

Under the terms of the Settlement Agreement, the parties agreed to
reduce the claims asserted by the Kessler Settlement Class and
address that claim under the Debtors' Chapter 11 Plan.  The
Kessler Class will have an allowed, general unsecured borrower
claim, not subject to subordination under the Plan, in the amount
of $300,000,000 against only RFC.

These class claimants filed claims against the Debtors asserting
in excess of $1.87 billion for damages resulting from mortgage
loans.  The class action is pending in a multi-district litigation
in the U.S. District Court for the Western District of
Pennsylvania captioned In re Community Bank of Northern Virginia
Second Mortgage Lending Practice Litigation, MDL No. 1674, Case
Nos. 03-0425, 02-01201, 05-0688, and 05-1389.

In response to PNC's second objection, under which it seeks
provision in the order finally approving the Settlement stating
that it will receive a capped proportionate judgment credit in
connection with any trial on the merits of the Plaintiffs' claims
in the multi-district class action litigation, the Debtors argue
that the the matter is properly presented, not to the Bankruptcy
Court, but rather to the trial court.

The Debtors point out that during the initial hearing on the
Kessler Settlement Class, the proposed amended order removed the
bar order and judgment credit language in order to resolve PNC's
first objection.  PNC, according to the Debtors, can no longer
point to any prejudice it will suffer as a result of the Amended
Proposed Final Approval Order or the Settlement and therefore
lacks standing to object to either.  Indeed, the Limited Objection
is moot because the Settling Parties are no longer requesting a
bar order of any kind and therefore there is no need for a
judgment credit, the Debtors assert.

The Debtors also objected to PNC's request for the Court to take
judicial notice of selected excepts from eight documents PNC
attached to its supplemental objection.  The Debtors argue that
PNC's request for judicial notice does not state whether it is
asking the Court to take judicial notice of the documents for any
specific purpose.  The Kessler Settlement Class joined in the
Debtors' opposition to PNC's Judicial Notice request.

                           *     *     *

Law360 reported that the Debtors received final approval from
Judge Glenn on Nov. 26 for its settlement with a class of mortgage
loan borrowers, a deal that reduces the class' $1.9 billion in
claims to a $300 million allowed claim against a ResCap unit.

According to the Law360 report, Judge Glenn signed off on the
accord after language was added to the document to placate PNC,
which worried that the deal could interfere with its rights in a
related multidistrict litigation pending in Pennsylvania federal
court.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Okayed to Assign Normandale Lease
------------------------------------------------------
Judge Martin Glenn authorized Residential Capital and its
affiliates 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.

                     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: Court Sustains Objection to Sweeting Claims
----------------------------------------------------------------
Judge Martin Glenn, in a memorandum opinion and order dated
Nov. 19, 2013, sustained Residential Capital's objection to Claim
Nos. 1360 and 1361 filed by Robert Sweeting against Debtor GMAC
Mortgage, LLC.  Each claim is for the amount of $79,170,000.

Judge Glenn ruled that Claim No. 1360 is barred by res judicata
and collateral estoppel.  Judge Glenn pointed out that Claim No.
1360 is based on Mr. Sweeting's complaint in a California trial
court where a dismissal judgment has been entered and the time to
appeal has passed.  The California action was filed by Mr.
Sweeting against GMACM, the same parties involved in Claim No.
1360.

Judge Glenn found that Claim No. 1361 is not barred by res
judicata nor collateral estoppel, but decided that Claim No. 1361
does not support any liability by the Debtors using the doctrine
premised upon two United States Supreme Court decisions: Rooker v.
Fidelity Trust Co., 263 U.S. 413 (1923) and Dist. of Columbia
Court of Appeals v. Feldman, 460 U.S. 462 (1983) or the so-called
"Rooker-Feldman doctrine."

A full-text copy of Judge Glenn's Decision is available for free
at http://bankrupt.com/misc/RESCAP58731119.pdf

Appearances were made by Robert Sweeting, pro se, and Erica
Richards, Esq., at Morrison & Foerster LLP, in New York.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESPONSE BIOMEDICAL: Expands Chinese Distribution for RAMP
----------------------------------------------------------
Response Biomedical Corp. has entered into agreements to
distribute its Cardiovascular portfolio of RAMP(R) products with
two new distributors in China, doubling Response's total number of
distributors in a country that represents more than 60 percent of
Response's worldwide sales.  These new distribution agreements
follow the approval of Response's RAMP(R) branded cardiovascular
Point of Care Testing portfolio by the China Food and Drug
Administration.

The new distributors, Shanghai Elite Biotech Co., Ltd., and
Beijing Clear Biotech Co., Ltd., are leading distributors of
innovative diagnostic technologies and laboratory products to
hospitals in China.  Both new distributors will market Response's
cardiovascular tests on Response's RAMP(R) branded readers.  The
territory allocated between the two distributors encompasses all
of China.  Response's existing distributors in China will continue
to market Response's cardiovascular products under their own brand
labels and registrations.  These new distributors, as well as
Response's current two distributors, will sell to the estimated
$365 million POCT market in China, a market growing at a rate of
12 percent per year.

"Owning our own product registrations in China enables us to
speedily add new distributors in China without waiting the many
months required for new distributors to obtain their own
regulatory clearances," commented Jeff Purvin, chief executive
officer of Response.  "In addition, we believe that our two new
distributors have the experience and reputation to penetrate many
more provinces in China than our current distributors, leading to
increased sales growth potential."

Zheng Wang, Response's Asia Pacific general manager, added, "Now
that we own our own China regulatory clearances, Response can more
decisively and effectively manage any underperforming or
inefficient components of our China distribution channels, thereby
enabling us to better ensure that all of our distributors are
satisfactorily meeting their contractual sales commitments."

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical disclosed a net loss and comprehensive loss of
C$5.28 million on C$11.75 million of product sales for the year
ended Dec. 31, 2012, as compared with a net loss and comprehensive
loss of C$5.37 million on C$9.02 million of product sales during
the prior year.  The Company's balance sheet at Sept 30, 2013,
showed $12.34 million in total assets, $19.98 million in total
liabilities and a $7.64 million total shareholders' deficit.


ROBERT SCHROEDER: Creditor Asks to Maintain $3.7-Mil. Ruling
------------------------------------------------------------
Law360 reported that a creditor of a New Jersey lawmaker accused
of stealing $1.9 million in loans and writing more than
$3.4 million in bad checks has asked a bankruptcy court to prevent
the discharge of a $3.7 million civil judgment against the
politician.

According to the report, since Assemblyman Robert Schroeder
allegedly used fraud to secure loans from Thomas Mascia, the
September 2012 judgment that Mascia won against Schroeder and his
companies, including All Points International Distributors Inc.,
should remain in force, despite the Republican lawmaker's Chapter
7 proceeding.


SAAB AUTOMOBILE: Makes Its Latest Comeback
------------------------------------------
Christina Zander, writing for The Wall Street Journal, reported
that the latest company to attempt a revival of Sweden's recently
defunct Saab car brand started producing the 9-3 Aero sedan on
Dec. 2, but the auto maker's plan for initially selling the
vehicle online reflects how difficult it will be to actually get
one.

According to the report, Chinese-backed National Electric Vehicle
Sweden AB, which last year bought Saab's assets out of bankruptcy,
plans to run a factory in western Sweden with an output rate of
just two cars a day. Sales of the new sedan, available at first in
Sweden, will for now take place exclusively on the Internet
because a Saab dealer base no longer exists.

The gasoline-powered 9-3, which was developed by onetime Saab
owner General Motors Co. well over a decade ago, goes on sale on
Dec. 3 with price tags starting at roughly $42,500, the report
said.

While NEVS is in talks with dealers in Sweden, NEVS President
Mattias Bergman said people who want to test drive the car before
placing an order need to travel to the Trollhattan plant, located
about 35 minutes north of Gothenburg, the nation's second-biggest
city, the report related.

Most car factories need to build dozens of vehicles per hour to be
profitable, and few auto makers in the modern auto industry have
tried to sell cars without a retail network, the report added.
Besides having inventory on the lot, dealers typically provide
service.

                      About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab halted production in March 2011 when it ran out of
cash to pay its component providers.  On Dec. 19, 2011, Saab
Automobile AB, Saab Automobile Tools AB and Saab Powertain AB
filed for bankruptcy after running out of cash.

Some of Saab's assets were sold to National Electric Vehicle
Sweden AB, a Chinese-Japanese backed start-up that plans to make
an electric car using Saab Automobile's former factory, tools and
designs.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling US$1.2
million on account of "unpaid warranty and incentive
reimbursement and related obligations" or "parts and warranty
reimbursement."  Leonard A. Bellavia, Esq., at Bellavia Gentile &
Associates, in New York, signed the Chapter 11 petition on behalf
of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December
an outside administrator, McTevia & Associates, to run the
company as part of a plan to avoid immediate liquidation
following its parent company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.

Donlin, Recano & Company, Inc., was retained as claims and
noticing agent to Saab Cars NA in the Chapter 11 case.

On March 9, 2012, the U.S. Trustee formed an official Committee
of Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SALIX PHARMACEUTICALS: S&P Assigns B+ CCR & Rates $1.35BB Debt BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Raleigh, N.C.-based Salix Pharmaceuticals Ltd.
The rating outlook is stable.

At the same time, S&P assigned a 'BB' issue-level rating to
Salix's $1.35 billion senior secured credit facility.  The
facility consists of a $150 million revolver due 2018 and a
$1.2 billion term loan B due 2019.  The senior secured recovery
rating is '1', indicating S&P's expectation of very high
(90%-100%) recovery in the event of payment default.

S&P also assigned a 'B' issue-level rating to Salix's $750 million
senior unsecured notes due 2017.  The senior unsecured recovery
rating is '5', indicating S&P's expectation for modest (10%-30%)
recovery in the event of payment default.

"Our rating on Salix reflects our belief that initial leverage of
7x (excluding synergies) will decline rapidly from EBITDA growth,
combined with strong free cash flow and the company's commitment
to reduce debt," said Standard & Poor's credit analyst David
Kaplan.  "The rating also reflects a high degree of product and
therapeutic concentration; we estimate that Xifaxan will continue
to represent around 50% of revenues over the next few years, while
the top two products--Xifaxan and Uceris--will represent about 65%
of revenues after the 2016 patent expirations for Glumetza and
Zegerid."

The stable outlook reflects S&P's expectation that double-digit
revenue growth and margin expansion will support the generation of
strong free cash flow, which S&P expects will be primarily used
for debt reduction.  S&P expects leverage to decline below 5x
within 18 months.


SCRUB ISLAND: FirstBank Asks Court to Toss Chapter 11
-----------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that FirstBank Puerto Rico asked a court to dismiss a bankruptcy
case filed by the owner of a luxury Caribbean island resort,
saying it is interfering with an ongoing effort to collect the
more than $120 million it is owed.

                        About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, sought bankruptcy protection (Bankr. M.D.
Fla. Case No. 13-15285) in Tampa, Florida, on Nov. 19, 2013, to
end a receivership it claims was secretly put in place by its
lender.  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.


SEDONA DEVELOPMENT: Lenders Withdraw Motion to Enforce Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved a
stipulation among debtors Villa Renaissance, LLC, and Seven
Canyons Recap, LLC; and 7-C Clubhouse Lenders, authorizing the
withdrawal, without prejudice, of the motion to enforce the
Joint Plan of Reorganization and vacating a hearing scheduled
for Jan. 30, 2014.

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.


SHAMROCK-HOSTMARK: Compromise With Lender Okayed; Case Dismissed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has entered an order (a) approving a global compromise between
Shamrock-Hostmark Princeton Hotel, LLC, and its secured lender
General Electric Capital Corporation; and (b) dismissing the
Debtor's case.

The Debtor and the lender said the comprehensive agreement will
enable the Debtor to maximize the value of its estate for the
benefit of all creditors and equity holders and eliminate the need
for any further costly and risky litigation between the Debtor and
lender.

The agreement will enable the Debtor to provide the same treatment
to its creditors as the Debtor has proposed in its pending
reorganization plan.  In particular, the Debtor's professional
fees, postpetition trade claims and the Debtor's franchisor's
claims will be paid in full and Debtor's general unsecured
creditors will receive a 25% distribution on account of their
claims.

Additionally, the agreement provides for an efficient resolution
of the Debtor's case with a substantial distribution to the
Debtor's creditors.

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, Texas.  Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert,
Calif.  Shamrock-Hostmark Andover owns the Wyndham Boston Andover
in Andover, Mass.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, Florida.

Brian A. Audette, Esq., David J. Gold, Esq., David M. Neff, Esq.,
and Eric E. Walker, Esq., at Perkins Coie LLP, in Chicago,
Illinois, represent the Debtor as counsel.


SHILO INN TWIN FALLS: Dec. 17 Hearing on Bid to Use Cash
--------------------------------------------------------
Shilo Inn, Twin Falls, LLC, et al., will seek approval on Dec. 17,
2013 at 11:00 a.m. of their amended motion to use cash collateral
on a final basis.

The motion, which amends a request filed by the Debtors Nov. 26,
notes that the Debtors are not seeking to use cash collateral
across estates; each of the debtors has its own budget and will
use only its own cash collateral therein.

The Debtors said in the amended motion filed Nov. 27 that
California Bank and Trust and other secured creditors (consisting
of the various taxing authorities with real property tax claims)
are adequately protected by the use of cash collateral.  The
Debtors intend to provide adequate protection, including monthly
payments to CBT.  Additionally, according to the Debtors, CBT is
protected by equity cushions as set forth in this chart:

  Property        Value       Tax Debt   CBT Debt   Equity Cushion
  --------        -----       --------   --------   --------------
Twin Falls      $10,700,000    $55,439  $5,566,000   $5,078,560
Boise Airport    $7,100,000    $29,824  $3,711,000   $3,359,175
Nampa Blvd       $3,000,000    $13,443  $1,265,000   $1,721,556
Newberg          $3,600,000    $14,273  $1,577,000   $2,008,726
Seaside East     $3,540,000    $11,907  $1,855,000   $1,673,092
Credit Line         N/A         N/A     $5,000,000      N/A
  --------       ----------   --------  ----------  --------------
  SUBTOTAL
  5 HOTELS
  + CREDIT LINE $27,940,000   $124,888 $18,974,000   $8,841,111

Moses Lake       $6,500,000    $51,896  $2,835,000   $3,613,103
Rose Garden      $3,000,000    $15,051  $1,463,000   $1,521,948
  --------       ----------   --------  ----------  --------------
  TOTAL
  SEVEN HOTELS
  MINUS
  CREDIT LINE    $36,900,000  $191,835 $18,272,000  $18,976,164
  --------       ----------   --------  ----------  --------------

The Debtors propose to make adequate protection payments to CBT in
these amounts, which is consistent with cash collateral
stipulations between the Debtors, on the one hand, and CBT, on the
other hand, as has been done for every month since the beginning
of the Debtors' bankruptcy cases:

      Debtor                                Monthly Payment
      ------                                ---------------
      Shilo Inn, Boise Airport, LLC            $15,458.38
      Shilo Inn, Moses Lake Inc.               $11,810.83
      Shilo Inn, Nampa Blvd, LLC                $5,217.20
      Shilo Inn, Newberg, LLC                   $6,569.81
      Shilo Inn, Rose Garden, LLC               $5,975.11
      Shilo Inn, Seaside East, LLC              $7,729.12
      Shilo Inn, Twin Falls, LLC               $23,187.62

The proposed budgets for the period through June 30, 2014 reflect
the Debtors' ordinary and necessary operating expenses that must
be paid postpetition to preserve their businesses.  The Debtors
seek authority to deviate from the total expenses contained in the
budgets by no more than 15% on a line-item basis and no more than
5% on a cumulative basis without the need for further court order.

J.P. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.,
counsel to the Debtors, tells the Court that if the Debtors are
not permitted to use their cash collateral to maintain and operate
the hotels, the Debtors will be unable to operate, existing guests
will not receive services and will depart, canceling existing
charges.

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.


SHILO INN TWIN FALLS: Still in Talks with CBT on Exit Plan
----------------------------------------------------------
Shilo Inn, Twin Falls, LLC, et al., and California Bank & Trust
have entered into another stipulation delaying the hearings and
deadlines with respect to (1) approval of the disclosure statement
explaining the Debtors' plan of reorganization; and (2) CBT's
motion for relief from the automatic stay.  The new stipulation
provides that:

   * the hearings on the Disclosure Statement Motion and RFS
     Motion set for Dec. 19 will be continued to Jan. 23, 2014 at
     1:30 p.m.

   * If the court does not approve the rescheduling of both
     motions to Jan. 23, 2014, the hearing on the Disclosure
     Statement Motion will be continued to Jan. 23 at 1:30 p.m.;
     and the hearing on the RFS Motion will be continued to
     Jan. 21, at 10:00 a.m.

The Debtors filed their proposed Chapter 11 plan and explanatory
disclosure statement in August 2013, and a hearing on the
disclosure statement was originally set for October.  CBT filed
its motion for relief from the stay at the end of September.

CBT opposes the Debtors' plan and disclosure statement.  The
Debtors oppose CBT's RFS Motion.  The parties have been
participating in mediation and wish to continue the hearings and
the deadlines associated therewith in order to continue the
mediation process.

The parties have previously obtained approval of two stipulations
extending the hearings on the motions.

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.


SIMPLY WHEELZ: Dec. 9 Auction of All Assets Set
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
approved bidding procedures to govern the sale of all or
substantially all assets of Simply Wheelz LLC.  The auction will
be led by The Catalyst Capital Group or one of its affiliates or
one or more designees of The Catalyst Capital Group -- the
stalking horse bidder and postpetition lender.

The Court also approved a $3 million breakup fee payable to the
stalking horse bidder in the event Simply Wheelz chooses to close
a sale with a competing buyer.

The Court also approved the Debtor's timeline with respect to the
bidding procedures, the auction, the sale hearing, and the sale
as:

   * bid deadline will be Dec. 4, at 5 p.m.;

   * the Debtor will determine which competing bids are qualified
     bids by Dec. 6, at 11:59 p.m.;

   * auction will be conducted beginning Dec. 9, and to be
     completed no later than noon on Dec. 10;

   * preliminary sale approval hearing is set for Dec. 10; and

   * final sale approval hearing on Dec. 17.

All objection or responses to the relief requested that have not
been withdrawn, waived on settled at the hearing are overruled.

Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, filed a
response to the Debtor's sale motion, stating that the Court must
not approve a breakup fee if the fee is unreasonable or the fee
will most likely chill the bidding process.

                     About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
estimated assets and debt in excess of $100 million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


STELLAR BIOTECHNOLOGIES: To Present at LD Micro Conference
----------------------------------------------------------
Stellar Biotechnologies, Inc.'s president and CEO Frank Oakes will
present at the Sixth Annual LD Micro Conference to be held at the
Luxe Sunset Boulevard Hotel in Los Angeles, on Dec. 4, 2013, at
8:00 a.m. PT.

Mr. Oakes will provide an update on the Company's Stellar KLHTM
technology, recent accomplishments, and 2014 objectives.  His
presentation will be followed by a breakout Q&A session.
Additional members of Stellar's executive team will attend and be
available to discuss the Company's programs over the 3-day event.

Please contact the LD Micro Conference organizers to attend the
event at www.ldmicro.com, or Mark McPartland with Stellar
Biotechnologies at markmcp@stellarbiotech.com to arrange a meeting
with Stellar's management.

Stellar Biotechnologies' presentation details:

Date: December 4, 2013
Time: 8:00 am PT
Location: The Luxe Sunset Boulevard Hotel, Los Angeles ? Track 2

The presentation will be available on the Stellar Biotechnologies
Web site following the event at
http://stellarbiotechnologies.com/investors/profile_presentations/

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at May 31, 2013, showed $2.23 million
in total assets, $5.35 million in total liabilities and a $3.11
million total shareholders' deficiency.

"Without raising additional financial resources or achieving
profitable operations, there is substantial doubt about the
ability of the Company to continue as a going concern," the
Company said in its quarterly report for the period ended May 31,
2013.


STEREOTAXIS INC: 3.4 Million Common Shares Exercised
----------------------------------------------------
Stereotaxis, Inc., announced the results of its offering of
subscription rights to purchase shares of its common stock, par
value $0.001 per share.  Pursuant to the rights offering,
subscription rights to purchase approximately 3.4 million shares
of common stock were exercised, resulting in gross proceeds to
Stereotaxis of approximately $10.2 million.

                      Offering $75MM Securities

The Company separately filed with the U.S. Securities and Exchange
Commission a Form S-1 registration statement relating to the offer
of up to  $75,000,000 in the aggregate of debt securities, common
stock, preferred stock, warrants or units consisting of any two or
more of those securities.

The Company's common stock is listed on the Nasdaq Capital Market
under the symbol "STXS."  As of Nov. 26, 2013, the closing price
of the Company's common stock was $3.53.

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

                       http://is.gd/wAlv4U

                         About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

The Company's balance sheet at Sept. 30, 2013, showed
$26.36 million in total assets, $44.16 million in total
liabilities and a $17.79 million total stockholders' deficit.


STRADELLA INVESTMENTS: Trustee Hires Buchalter Nemer as Counsel
---------------------------------------------------------------
Richard A. Marshack, the Chapter 11 trustee of Stradella
Investments, Inc., asks for permission from the U.S. Bankruptcy
Court for the Central District of California to employ Buchalter
Nemer, a Professional Corporation, as special counsel to the
Trustee, effective Oct. 10, 2013.

Mr. Marshack requires Buchalter Nemer to:

   (a) advise, consult with and represent Mr. Marshack concerning
       title insurance involving the Debtor's real property
       interests;

   (b) advise, consult with, and represent Mr. Marshack in other
       matters involving that certain adversary proceeding, Stark
       RM Eagle LLC v. Marshack, Adv. Pro. No. 8:12-ap-01293-CB
       (the "Stark Adversary Proceeding");

   (c) advise, consult with and represent Mr. Marshack, along with
       Marshack Hays LLP, in connection with any disposition or
       sale of the Debtor's real property interests; and

   (d) perform other legal services for Mr. Marshack which may be
       necessary but not duplicative of work currently being
       performed by Mr. Marshack's general bankruptcy counsel,
       Marshack Hays, LLP, all of which will be related to the
       Property.

Buchalter Nemer will be paid at these hourly rates:

       Jeffrey Garfinkle, Shareholder    $525
       John Hosack, Shareholder          $610
       Rachel Berman, Special Counsel    $460
       Junior Associates                 $235
       Senior Partners                   $625

Buchalter Nemer will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Jeffrey K. Garfinkle, shareholder of Buchalter Nemer, 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.

Buchalter Nemer can be reached at:

       Jeffrey K. Garfinkle, Esq.
       BUCHALTER NEMER
       A Professional Corporation
       18400 Von Karman Avenue, Ste 800
       Irvine, CA 92612-0514
       Tel: (949) 760-1121
       Fax: (949) 720-0182
       E-mail: jgarfinkle@buchalter.com

                 About Stradella Investments

San Juan Capistrano, California-based Stradella Investments, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal.
Case No. 10-23193) on Sept. 19, 2010.  Timothy J. Yoo, Esq., at
Levene Neale Bender Rankin & Brill LLP, assists the Debtor in its
restructuring effort.  The Debtor disclosed $25,000,000 in assets
and $121,000,671 in liabilities in its schedules.

The Debtor's primary assets is a $25 million promissory note in
its favor made out by RM Eagle, LLC, in connection with the
purchase of certain real property.  RM Eagle defaulted on a
construction loan with respect to the development of the Property,
and the lender foreclosed on RM Eagle.  An affiliate of Stark
Investments is currently the title holder of the Property.  The
Note is secured by a deed of trust on the Property.

Under the Plan filed by the Debtor in February 2013, creditors are
to be paid in full over time from the proceeds of the Debtor's
assets.  General unsecured creditors will be paid from any amounts
remaining from the proceeds of the note after Secured Creditors
are paid.  Holders of equity interests in the Debtor will retain
their interests.


T-L CHEROKEE: Hires McDowell Rice as Special Counsel
----------------------------------------------------
T-L Cherokee South, LLC seeks permission from the Hon. J. Philip
Klingeberger of the U.S. Bankruptcy Court for the Northern
District of Indiana to employ Louis J. Wade and the law firm
McDowell, Rice, Smith & Buchanan as special counsel, retroactive
to Nov. 25, 2013.

Mr. Wade and McDowell Rice will provide legal services to the
Debtor in respect to routine cases seeking collection of money on
a contingency basis, and with respect to forcible entry/unlawful
detainer and eviction work and other advice and assistance as
specifically requested by the Debtor, relating to the operation of
the Debtor's commercial shopping center, commonly known as
Cherokee South Shopping Center.

Pursuant to a Contingency Matter Retention Agreement, McDowell
Rice will be compensated on a 33.33% contingency basis; the
percentage to be calculated against all money collected whether
paid as principal, interest, attorney's fees or other, with costs
to be repaid first without deduction of fees.  In addition, the
Debtor will be responsible for out of pocket costs and a $200
deposit will be required to cover costs of filing suit for local
cases.  The deposit may fluctuate for cases referred to co-counsel
and other states.  In the event that the matter is resolved in
whole or in part by turnover of property other than cash, fees
will be calculated at one-half, 50%, of the fee as applied to the
retail value of the property.

Mr. Wade, a principal of McDowell Rice, 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.

McDowell Rice can be reached at:

       Louis J. Wade, Esq.
       MCDOWELL, RICE, SMITH & BUCHANAN
       605 West 47th St.
       Kansas City, MO 64112-1905
       Tel: (816) 960-7323
       E-mail: lwade@mcdowellrice.com

                    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.


TEE INVESTMENT: Dec. 18 Hearing on Chapter 7 Conversion Bid
-----------------------------------------------------------
Terrence S. Daly -- the court-appointed receiver for Tee
Investment Company Limited Partnership, dba Lakeridge Apartments
-- filed a supplemental response to the request of WBCMT 2006-C27
Plumas Street LLC (i) to convert the Debtor's Chapter 11 case to
one under Chapter 7 of the Bankruptcy Code, and (ii) for relief of
automatic stay.

At the Nov. 13 status hearing, the Court inquired about the
payments the lender has received from the receiver from the
property cash flow in terms of evaluating whether the lender has
received adequate protection.

In response, the receiver said the total distribution to date is
$1,879,332.  Prior notices of the distributions errantly failed to
include first distribution of $610,000 made pursuant to the
Court's original order.

A copy of the list of distribution is available for free at:

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

The Court scheduled Dec. 18, 2013, hearing at 2:00 p.m., to
consider the matter.

As reported in the Troubled Company Reporter on Sept. 27, 2013,
WBCMT said Chapter 7 conversion is appropriate because, among
other things:

   1. the Debtor does not have an accepting impaired class;

   2. the Plan does not meet the absolute priority requirements
      of Section 1129 (b)(2)(B)(ii); and

   3. the Debtor has been found to have acted in bad faith and
      the Plan cannot be confirmed under Section 1129(a)(3).

In a separate docket entry, the hearing on Nov. 13 to consider
WBCMT's motion for relief from stay has been continued to Dec. 19
at 10:00 a.m.

                       About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.

Attorneys at Armstrong Teasdale represents Terrence S. Daly, the
court-appointed receiver for Tee Investment Company, Limited
Partnership, as counsel.

The First Amendment to the Debtor's First Amended Plan of
Reorganization provides that the amount of the WBCMT Secured Claim
will be the lesser of the value of the Property determined as of
the Confirmation Date (the "Value as of Confirmation Date") or the
WBCMT Note Balance, less all post-petition pre-confirmation
payments made to WBCMT.  All existing membership interests are
canceled.  Upon plan confirmation 100% of the membership interest
in the Reorganized Debtor will be issued to Blackwood Canyon, LLC.


TEN SAINTS: Court Enters Final Decree Closing Reorganization Case
-----------------------------------------------------------------
The Hon. Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada on Nov. 18 entered a final decree closing the
Chapter 11 case of Ten Saints LLC.

"It appearing that this Court's continuing jurisdiction is no
longer necessary and that the case has been fully administered,"
the Court's ruling said.

As reported in the Troubled Company Reporter on Oct. 29, 2013,
according to the Debtor, all conditions precedent to the
effectiveness of its Second Amended Plan of Reorganization dated
Aug. 30, 2013, as confirmed on Sept. 9, have been met and the
Effective Date of the Plan occurred on Oct. 1.

As reported in the TCR on Sept. 25, 2013, pursuant to the Second
Amended Plan, on the Effective Date, the Amended and Restated Loan
Documents will be executed by Reorganized Debtor and, to the
extent applicable, delivered to the Secured Lender.

Class 1 consists of the Allowed Secured Lender {Wells Fargo, N.A.)
Claim.  The A Note ($9,435,000) will be receive interest-only
payments during the first 12 months, plus the excess cash flow
payments set forth in Section 5 of the A Note and Section 8.3 of
the Loan Agreement.  Thereafter, the Secured Lender will receive
monthly principal and interest payments amortized over a period of
20 years, plus the excess cash flow payments set forth in Section
5 of the A Note and Section 8.3 of the Loan Agreement.  The unpaid
balance of the A Note will be due and payable on the fifth (5th)
anniversary of the Effective Date.

Payments on the B Note ($4,765,884.17) will be made from
Reorganized Debtor's excess cash flow in accordance with Section 4
of the B Note and Section 8.3 of the Loan Agreement.  The unpaid
balance of the B Note will be due and payable on the fifth (5th)
anniversary of the Effective Date.

General Unsecured Claims in Class 4 will be paid in full
with interest at the Unsecured Interest Rate, which is 3%
per annum, through Distributions tendered by Reorganized Debtor.

On the Effective Date, the Holders of Equity Securities of Debtor
will retain all of their legal interests.

A copy of the Second Amended Plan is available at:

     http://bankrupt.com/misc/tensaints.doc317.pdf

                         About Ten Saints

Four related Las Vegas, Nevada-based entities sought Chapter 11
bankruptcy protection on July 13, 2011.  The businesses are owned
or managed by local business people and firms, including Todd
Nigro, Nigro Development LLC, a Nigro family trust and other
investors.

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to
$10 million each for Nigro HQ; and from $10 million to $50 million
in both assets and debts for Horizon Village, Ten Saints and
Beltway One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


THERAPEUTICSMD INC: Rob Smith Stake Slightly Down to 8.6%
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Robert J. Smith and his affiliates disclosed
that as of Nov. 27, 2013, they beneficially owned 12,945,968
shares of common stock of TherapeuticsMD, Inc., representing 8.69
percent of the shares outstanding.  Mr. Smith previously reported
beneficial ownership of 13,054,426 common shares or 9.66 percent
equity stake at April 30, 2013.  A copy of the regulatory filing
is available for free at http://is.gd/iwgzi6

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $68.47
million in total assets, $6.39 million in total liabilities and
$62.08 million in total stockholders' equity.


THERAPEUTICSMD INC: Steve Johnson Stake Down to 4% as of Nov. 27
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Steven G. Johnson disclosed that as of
Nov. 27, 2013, he beneficially owned 5,998,246 shares of
common stock representing 4.06 percent of the shares outstanding
of TherapeuticsMD, Inc.  Mr. Johnson previously reported
beneficial ownership of 9,453,149 common shares or 9.22% equity
stake as of Oct. 4, 2012.

S.J. Capital, LLC, an entity solely controlled by Mr. Johnson,
held 3,398,246 common shares as of that date.

A copy of the regulatory filing is available at:

                        http://is.gd/zc8klA

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $68.47
million in total assets, $6.39 million in total liabilities and
$62.08 million in total stockholders' equity.


TMT GROUP: Creditor Seeks To Pursue $2.7M Real Estate Transfer
--------------------------------------------------------------
Law360 reported that Cathay United Bank Co. Ltd. asked a Texas
bankruptcy judge on Dec. 2 to allow it to pursue a fraudulent
transfer claim against an affiliate of TMT Group, saying the
shipper is trying to hide $2.7 million in real estate from its
creditors.

According to the report, the bank says that TMT subsidiary New
Flagship Investment Co. Ltd. transferred to a trust property
located in Taiwan -- which the company pledged as collateral to
secure loans to evade creditors -- and that time is quickly
running out to invalidate the transaction.

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TRINITY COAL: Extends DIP Loans' Maturity Date to Feb. 28
---------------------------------------------------------
Trinity Coal Corporation and its affiliates ask the bankruptcy
court to approve a ninth amendment to their credit agreement with
the DIP lenders.

The amendment is designed to conform the DIP Agreement to terms
relating to timing of the anticipated effective date of the
Debtors' Chapter 11 plan and funding of the Debtors' operations
pending the Effective Date, which have been agreed to and are
already of record in the Chapter 11 Cases.

Pursuant to the Plan, the effective date must occur on or prior to
Dec. 9, 2013; provided however, that the effective date may be
extended, at Essar Global Fund Limited's option, to no later than
Jan. 31, 2014 -- Outside Effective Date -- subject to Essar's
satisfaction of conditions.  In this regard, among other things,
the commitment letter provides that in an extension, Essar will
fund by capital contributions the Debtors' costs of ongoing
operations from and including Dec. 9 through the Outside Effective
Date.

The amendment extends the maturity date from Dec. 31, 2013 to and
including Feb. 28, 2014, and extends the letter of credit
expiration date from Dec. 24, 2013 to and including Feb. 21, 2014.

Objections are due Dec. 9.  If an objection is filed, it must be
noticed for hearing on Dec. 12 at 10:00 a.m. (Eastern Time).

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.  Privately held
multinational conglomerate Essar Global Limited acquired Trinity
Coal in 2010 for $600 million.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.
The Debtors consented to the entry of an order for relief in each
of their respective Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum
Doll LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel. Dixon
Hughes Goodman LLP serves as tax accountants.

Trinity Coal on Nov. 8, 2013 won an order confirming its Chapter
11 plan.  Under the Plan, the company will exit Chapter 11 through
a repurchase by Essar Group, the co-proponent of the Plan.  Essar
is reacquiring Trinity by paying secured lenders $56 million
toward claims of some $123 million.  Essar is an Indian business
group controlled by billionaire brothers Shashikant and Ravikant
Ruia.


UC INVESTMENTS: Judge Rejects Lenders' Bid for Interim Receiver
---------------------------------------------------------------
Remo Zaccagna at The Chronicle Herald, based in Halifax, Nova
Scotia, Canada, reports that a Nova Scotia judge rejected an
attempt by mortgage lenders to place a Dartmouth property
management company under the control of an interim receiver.

Led by Trez Capital Corp., four primary mortgage lenders based in
Vancouver and Toronto sought to place three insolvent companies
run by Patrick Johnston -- UC Investments Inc., Edge Marketing
Inc. and 3214113 Nova Scotia Ltd. -- under the receivership of
insolvency firm WBLI, after they defaulted on loans of nearly $64
million, according to Herald Business.

In addition, Trez Capital asked that a stay of proceedings
Johnston won in bankruptcy court last month not apply to it and
that more than $890,000 in monthly rental income from 72
properties in Nova Scotia and New Brunswick be turned over to WBLI
to pay down the debt, the report notes.

But Nova Scotia Supreme Court Justice Arthur Pickup disagreed.

"It is necessary for the applicants to provide evidence that the
appointment of a receiver is necessary. . . . I am not satisfied
that the applicants have met their burden of providing this
evidence," Judge Pickup wrote in a decision handed down, the
report says.

In his ruling, Judge Pickup also said it was "interesting" that
some of the creditors who held first mortgage security on some of
the properties, like the Bank of Montreal, were not notified by
Trez about their application, the report notes.

The report relates that Mr. Johnston, who heads Atlantic Living
Property Management Services Inc., won a 45-day extension to a
stay of proceedings, during which he is expected to work on a
restructuring plan with trustee PwC that will satisfy more than
135 unsecured creditors owed more than $1.4 million.

The stay expires on Jan. 10.

Mr. Johnston filed for creditor protection in October 2013 after
his three companies defaulted on mortgage loans after failing to
make interest payments, the report recalls.  The eight mortgage
loans were taken out between Dec. 7, 2011, and Feb. 6, 2013.

During the hearing held on Nov. 20 and in court documents, counsel
for Trez Capital indicated they had "lost all confidence" in
Johnston's companies' ability to manage their business affairs,
the report says.

Counsel also alleged that Mr. Johnston might be directing the
monthly rents "away from their intended purpose of paying (their)
financial obligations to the (lenders)," which is why they wanted
those funds redirected to WBLI, the report notes.

On that point, Judge Pickup also disagreed, saying "there is
evidence that the companies are meeting their operational
expenses, including taxes, insurance, utilities, repairs and
maintenance, during the proposal process, the report says.

In a separate filing, the report relates that Mr. Johnston and
company executive Michel Lapointe are also being sued by Green-
Starlight GP Ltd., headed by Toronto real estate mogul Daniel
Drimmer, for $7.3 million, also for missed mortgage payments.

In court documents, both Drimmer and Trez Capital indicated they
were not prepared to accept any proposal brought forward by Mr.
Johnston and PricewaterhouseCoopers unless it resulted in the full
repayment of all monies owed, the report relates.

Depending on the outcome of the matter, provincial taxpayers could
also be on the hook for about $3 million because the Community
Services Department, under the former Nova Scotia Housing
Development Corp. (now Housing Nova Scotia), also issued eight
mortgage loans as a secondary lender, the report adds.


ULTRA PETROLEUM: S&P Assigns 'BB' CCR & Rates $400MM Notes 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
corporate credit rating to Houston-headquartered E&P company Ultra
Petroleum Corp. (Ultra).  The outlook is stable.  At the same
time, S&P assigned its 'BB' issue-level rating to the company's
proposed $400 million unsecured notes due 2018 with a recovery
rating of '3', indicating S&P's expectation of meaningful (50% to
70%) recovery in the event of a payment default.

S&P expects Ultra to use proceeds from the offering and about
$250 million drawn on its credit facility to fund its $650 million
acquisition of oil properties in the Uinta Basin (Utah).

"The stable outlook incorporates our expectation that we are
unlikely to raise or lower the corporate credit rating during the
next 12 months," said Standard & Poor's credit analyst Carin
Dehne-Kiley.  "We expect that Ultra will continue to develop its
low-risk natural-gas-focused asset base with an industry-leading
cost profile, while increasing oil production on the properties to
be acquired.  We also expect the company will maintain FFO to
debt of about 25%."

An upgrade would require the company to materially broaden its
geographic and/or product diversification, leading to an upward
revision of its business risk profile to "satisfactory", as well
as to bring FFO to debt above 45%.

A downgrade could occur if the company's FFO to debt were to fall
and remain below 20% for a sustained period, which S&P views as
unlikely within the next year.  However, this could occur if Henry
Hub natural gas prices were to drop to $3.00/mcf, or below, and
Ultra did not rein in capital spending.


UNITEK GLOBAL: Cetus Capital Stake at 5.8% as of July 25
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Cetus Capital II, LLC, and its affiliates disclosed
that as of July 25, 2013, they beneficially owned 1,140,415 shares
of common stock of UniTek Global Services, Inc., representing 5.8
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/A2CLlb

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

Unitek incurred a net loss of $77.73 million in 2012, as compared
with a net loss of $9.13 million in 2011.  As of Dec. 31, 2012,
the Company had $326.40 million in total assets, $278.10 million
in total liabilities and $48.30 million in total stockholders'
equity.

                         Bankruptcy Warning

As of Dec. 31, 2012, the Company's total indebtedness, including
capital lease obligations, was approximately $170 million.  This
amount has increased to approximately $210 million as of Aug. 9,
2013, including amounts borrowed to cash collateralize letters of
credit.  The Company's current debt also bears interest at rates
significantly higher than historical periods.  The Company said
its substantial indebtedness could have important consequences to
its stockholders.  It will require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness, thereby reducing the availability of the
Company's cash flow to fund acquisitions, working capital, capital
expenditures and other general corporate purposes.

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the 2012 annual report.

                           *     *     *

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


VELTI INC: Secures $25MM DIP Loan After Striking Creditor Deal
--------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave final
approval on Dec. 2 for a $25 million revolving post-petition loan
for U.S. units of mobile marketing firm Velti PLC after hearing
the debtors had reached a settlement with the creditors committee
that could provide the previously out-of-the-money unsecured
creditors with a small recovery.

According to the report, at a hearing in Wilmington, attorneys for
Velti and postpetition lender GSO Capital Partners LP, the credit
arm of The Blackstone Group LP, as well as the official creditors
committee appeared before U.S. Bankruptcy Judge Peter J. Walsh.

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million in
Chapter 11 documents filed this week.  Its Air2Web Inc. unit,
based in Atlanta, also sought creditor protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. didn't seek protection and business there will
continue as usual.


VIASAT INC: S&P Lowers Senior Unsecured Notes Rating to 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered the rating on satellite
broadband provider ViaSat Inc.'s senior unsecured notes to 'B-'
from 'B+' and revised the recovery rating to '6' from '4'.  This
follows the company's recently completed $500 million revolving
credit facility, which replaces the previous $325 million
facility.  The increase in priority debt that results from this
transaction in a default scenario reduces recovery prospects for
the unsecured noteholders to negligible recovery (0% to 10%) from
the previous average recovery (30%-50%).

The 'B+' corporate credit rating and stable outlook on ViaSat
remain unchanged.  The larger revolving credit facility improves
ViaSat's liquidity, but it still remains "adequate", given S&P's
expectation for the company to potentially use this liquidity
largely to fund additional satellite deployments and other
incremental expenditures for the consumer broadband business over
the next several years.  The company's "weak" competitive position
is due largely to its concentration in the consumer broadband
business, where it operates in a fairly narrow niche, representing
areas of the country that are either unserved or underserved with
high broadband speeds.  There has been no material change in S&P's
assessment of this business, although the company continues to
increase its base of consumer broadband customers.  The company's
cash flow adequacy remains "aggressive", and incorporates S&P's
expectation for annual free operating cash flow to debt of only
about 8.5% on average through the fiscal year ending March 31,
2016.

RATINGS LIST

ViaSat Inc.
Corporate Credit Rating                   B+/Stable/--

Rating Lowered; Recovery Rating Revised

ViaSat Inc.                                To              From
Senior Unsecured                          B-              B+
  Recovery Rating                          6               4


VILLAGE AT KNAPP'S: Asks for Nod to Use IBoC Cash Collateral
------------------------------------------------------------
The Village at Knapp's Crossing, L.L.C., seeks approval from the
bankruptcy court to use cash collateral to carry on its business
in the ordinary course and to pay administrative expenses in the
instant Chapter 11 bankruptcy, including, without limitation, the
payment of the professional fees of Tishkoff & Associates PLLC;
Robert Attmore, Esq.; and John S Huizinga CPA.

The Debtor says that secured creditor International Bank of
Chicago's claims and interest are clearly adequately protected by
the equity found in the Debtor's properties.

IBoC is the mortgagee of, and is secured by, three Estate
Properties commonly known as: 2065 Apple Orchard Dr. NE, Grand
Rapids, MI 49525 ("Apple Orchard Property"); 3251 Knapp St. NE,
Grand Rapids, MI 49525; and 2110 East Beltline NE, Grand Rapids,
MI 49525 (collectively, "IBOC Estate Properties").  IBoC is also
the mortgagee of, and is secured by, the property commonly known
as 1410 28th Street SE, Grand Rapids, MI 49508 ("1410 Property").

The Apple Orchard Property generates $14,654 in cash collateral
each month, plus an additional quarterly payment of a percentage
of its tenant's sales, which is projected to be $13,500 per
quarter paid every three months.  The 1410 Property generates
$18,617 in cash collateral each month.

The IBOC Claim is currently valued at $4,142,007 and the IBOC
Estate Properties are currently valued at $11,000,000.  The 1410
Property is valued at $1,618,600 and IBoC has a first priority
mortgage over the 1410 Property securing the IBOC Claim.

Michael R. Wolin, Esq., at Tishkoff & Associates PLLC, counsel to
the Debtor, avers that based upon the value of the properties,
there is approximately 68% equity cushion, which far exceeds the
highest threshold for a court to find that the IBOC Claim and its
interest in the cash collateral are adequately protected.

                     About Village at Knapp's

The Village at Knapp's Crossing, L.L.C., is in the business of
real estate development, leasing, and operations.  It owns a
number of properties in Grand Rapids and Grand Rapids Township,
Michigan.

Village at Knapp's filed for Chapter 11 (Bankr. W.D. Mich. Case
No. 13-06094) on July 25, 2013.  Judge Scott W. Dales handles the
case.  On the Petition Date, the Debtor estimated its assets and
debts at $10 million to $50 million.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Tishkoff & Associates PLLC is the Debtor's bankruptcy counsel.
Robert Attmore, Esq., is the Debtor's special counsel.


VILLAGE AT KNAPP'S: Plan Proposes to Repay Creditors Over Time
--------------------------------------------------------------
The Village at Knapp's Crossing, L.L.C., filed last week a plan of
reorganization that proposes to repay claims from funds generated
by continued operations and the possible sale of certain
properties of the Debtor.

According to the explanatory disclosure statement dated Nov. 27,
2013, the Plan provides for these terms:

   -- Administrative expense (attorneys' fees at $150,000) and
priority claims ($20,000) will be paid in full either on the
effective date of the Plan, pursuant to agreement among the
claimant and the Debtor, from the sale of property, or during the
life of the Plan and no later than five years from the Effective
Date.

   -- Allowed secured claims (approximately $7,261,789) will be
paid in full over twenty years with an interest rate of 4.75%.

   -- Non-priority unsecured creditors (approximately $140,000)
will be paid 25% of their allowed claims, subject to verification
and reconciliation, if any, with half of the total payout to be
paid no later than two years from the Effective Date, with the
remaining half of the total payout to be paid no later than five
years from the Effective Date, which will amount to significantly
more than the non-priority Unsecured Creditors would receive if
the Chapter 11 case were converted to a Chapter 7 liquidation
bankruptcy case.

The Debtor proposes that Evergreen Properties of Michigan, Inc.,
will continue to manage the day-to-day operations of the Debtor
and the Properties, under the management of Steven D. Benner who
is a very sophisticated real estate developer.  Mr. Benner's S.D.
Benner, L.L.C. has a 100% ownership interest in the Debtor.

The Plan provides for the current leases that are in effect with
the Debtor's tenants to be assumed.

No bar date has been set in this case for the filing of proofs of
claim, including unsecured claims.  The Debtor reserves its right
to amend the schedules that were filed in the Chapter 11 case.

A copy of the Disclosure Statement is available for free at:

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

                     About Village at Knapp's

The Village at Knapp's Crossing, L.L.C., is in the business of
real estate development, leasing, and operations.  It owns a
number of properties in Grand Rapids and Grand Rapids Township,
Michigan.

Village at Knapp's filed for Chapter 11 (Bankr. W.D. Mich. Case
No. 13-06094) on July 25, 2013.  Judge Scott W. Dales handles the
case.  On the Petition Date, the Debtor estimated its assets and
debts at $10 million to $50 million.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Tishkoff & Associates PLLC is the Debtor's bankruptcy counsel.
Robert Attmore, Esq., is the Debtor's special counsel.


VILLAGE AT NIPOMO: Can Employ John Rossetti as Broker
-----------------------------------------------------
The Village at Nipomo, LLC, sought and obtained permission from
the U.S. Bankruptcy Court for the Central District of California
to employ John Rossetti, Inc., dba Rossetti Company Commercial
Real Estate, as broker to market the Debtor's shopping center and
obtain the highest price possible.

As compensation, the firm will be paid 5% of the gross sales
price, but, in the event there is no cooperating broker, the sales
commission will be 2.5% of the gross sales price to be paid to
Rossetti.

Edwin F. Moore, reorganization manager of Village at Nipomo,
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 Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  The Debtor disclosed $11,802,970 in
assets and $9,645,558 in liabilities as of the Chapter 11 filing.
The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I.
Fogel & Associates.


WARNER MUSIC: Amends Senior Management Cash Flow Plan
-----------------------------------------------------
Warner Music Group Corp.'s Compensation Committee approved the
amendment and restatement of the Warner Music Group Corp. Senior
Management Cash Flow Plan, an annual bonus plan for which senior
management employees are eligible, that is also a non-qualified
deferred compensation plan, and approved a related amendment and
restatement of the limited liability agreement of WMG Management
Holdings, LLC, a limited liability company formed in connection
with the Plan's adoption.  The amendment and restatement of the
LLC Agreement is subject to the consent of its members.  The
amendments and restatements, among other matters, provide greater
discretion to the Compensation Committee to award additional
deferred equity units to participants on those terms as the
Compensation Committee may determine, to make discretionary upward
adjustments to free cash flow payable under the Plan and to reduce
future payments to the participating employees to offset such
discretionary upward adjustments.

Annual Free Cash Flow Bonus Pool

The Plan provides for the annual allocation of up to 7.5 percent
of the Company's consolidated "free cash flow" to participating
employees.  For purposes of the Plan, "free cash flow" is defined
as the Company's consolidated cash flow provided by operating
activities determined in accordance with generally accepted
accounting principles less capital expenditures, cash paid or
received for investments, working capital changes, interest
payments and cash taxes, and plus Access management fees.  For any
Plan year, the Compensation Committee may (i) increase or decrease
the amount of free cash flow to take into account material
purchases or payments made by the Company and (ii) increase the
amount of free cash flow to take into account net cash paid for
all or any portion of any investments and add back any other items
deducted from consolidated cash flow as provided above.  Each Plan
participant is awarded a fixed percentage of free cash flow.  The
Compensation Committee may increase a participant's allocated
fixed percentage of free cash flow at any time, subject to
whatever terms and conditions the Compensation Committee
determines will apply to that increase.  The Compensation
Committee may also reduce the amount of the annual free cash flow
bonus payable to a participant by all or any portion of any
unrecovered Added Investment Amount allocated to the participant.

Annual free cash flow bonuses will generally be contingent upon
the participant being employed with the Company on the date of
payment.  However, if a participant's employment is terminated by
the Company without "cause", by the participant for "good reason"
or due to the participant's death or "disability" or if the
Company undergoes a "change in control", the participant will be
entitled to a pro rata bonus in respect of the year in which such
event occurs.

Deferral of Compensation

Each participating employee in the Plan is permitted to
irrevocably elect to defer between 50 percent and 100 percent of
his or her annual free cash flow bonus earned for periods
beginning on Jan. 1, 2013.  In addition, the Compensation
Committee may require that all or any portion of futures awards of
additional free cash flow bonus percentages and Added Investment
Amounts be deferred under the Plan.  No more than 3.75 percent of
the Company's common stock on a fully-diluted basis may be
outstanding under the Plan at any time as settlement for deferred
annual bonuses or at any time underlying Acquired LLC Units.

Profits Interests

Upon making a deferral election under the Plan, each participant
will become a member of Management LLC, and will be granted a
"profits interest" in Management LLC in amounts equal to the
maximum number of shares of the Company's common stock available
for issuance to the participants in settlement of his or her
deferred account.  The "profits interests" represent an economic
entitlement to future appreciation in the Company's common stock
above the purchase price paid by Access in its acquisition of the
Company.  A Plan participant's Profits Interests will vest over
time as equivalent amounts of the participant's annual free cash
flow bonuses are deferred under the Plan.  Unvested Profits
Interests will be forfeited on any termination of employment.
Profits Interests representing, in the aggregate, no more than
3.75 percent of the Company's common stock on a fully-diluted
basis may be granted to Plan participants.

A complete copy of the Form 8-K disclosure is available for free
at http://is.gd/Ptfwk4

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music incurred a net loss attributable to the Company of
$112 million for the fiscal year ended Sept. 30, 2012, compared
with a net loss attributable to the Company of $31 million for the
period from July 20, 2011, through Sept. 30, 2011.

The Company's balance sheet at June 30, 2013, showed $4.89 billion
in total assets, $4.09 billion in total liabilities and $794
million in total equity.

                           *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


WESTMORELAND COAL: J. Gendell Held 11.8% Equity Stake at Nov. 18
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Jeffrey L. Gendell and his affiliates
disclosed that as of Nov. 18, 2013, they beneficially owned
1,722,713 shares of Common Stock of Westmoreland Coal Company
representing 11.8 percent of the shares outstanding.  Mr. Gendell
previously reported beneficial ownership of 1,922,713 common
shares or 13.2 percent equity stake as of Sept. 12, 2013.  A copy
of the regulatory filing is available at http://is.gd/RhxPOg

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.  The Company's balance sheet at Sept. 30, 2013,
showed $939.83 million in total assets, $1.22 billion in total
liabilities and a $280.31 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WHEET ENTERPRISES: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: Wheet Enterprises, LLC
        2073 Shell Ring Circle
        Mt. Pleasant, SC 29466-8547

Case No.: 13-07206

Chapter 11 Petition Date: December 2, 2013

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: Hon. David R. Duncan

Debtor's Counsel: Michael Conrady, Esq.
                  CAMPBELL LAW FIRM, PA
                  PO Box 684
                  Mt. Pleasant, SC 29465
                  Tel: 843-884-6874
                  Email: mconrady@campbell-law-firm.com

Total Assets: $1.89 million

Total Liabilities: $1.40 million

The petition was signed by Rondald L. Wheet, registered agent.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/scb13-7206.pdf


WPCS INTERNATIONAL: Barry Honig Ownership at 9.9% as of Nov. 26
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Barry Honig and GRQ Consultants, Inc. 401K Plan
disclosed that as of Nov. 26, 2013, they beneficially owned
140,189 shares of common stock of WPCS International Incorporated
representing 9.99 percent (Based on 1,403,294 outstanding as of
Nov. 26, 2013, which assumes the conversion of 8,365 shares
pursuant to a convertible Note).  A copy of the regulatory filing
is available for free at http://is.gd/mdIn26

                     About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  As of July 31,
2013, WPCS International had $18.73 million in total assets,
$24.45 million in total liabilities and a $5.72 million total
deficit.


WTG HOLDINGS III: S&P Assigns 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
'B' corporate credit rating to WTG Holdings III Corp., the parent
company of Siemens Water Technologies LLC (not rated).  The
outlook is stable.  At the same time, S&P assigned its 'B+' issue
rating to the company's proposed $550 million senior secured
first-lien credit facility.  The recovery rating is '2',
indicating S&P's expectation of substantial (70%-90%) recovery in
a payment default scenario.  The facility includes a $75 million
revolver, which will be undrawn at closing, and a $475 million
term loan.  S&P also assigned its 'CCC+' issue rating (two notches
below the corporate credit rating) to the company's proposed
$105 million second-lien term loan.  The recovery rating is '6',
indicating S&P's expectation of negligible (0%-10%) recovery in a
payment default scenario.  The company intends to use the proceeds
from the new debt to fund the acquisition.

"The ratings reflect our assessment of WTG's business risk profile
as 'weak,' characterized by modest end-market and geographic
diversity, and its financial risk profile as 'highly leveraged',"
said Standard & Poor's credit analyst Sarah Wyeth.  The company
has a good position (No. 1 in the U.S., its largest geographic
market) in the fragmented water treatment equipment and services
market.  The company provides services and equipment that are used
in the treatment of water as it enters and exits a processing
plant.  WTG serves cyclical industrial end markets such as oil and
gas, microelectronics, power, and mining, in addition to municipal
water treatment needs.  About 60% of its revenues are generated
from service, which tends to be more stable than demand for
original equipment because as long as a plant is running some
level of service will be required.  WTG fared relatively well in
terms of topline and margin performance during the recent
downturn, and S&P expects the company to perform similarly in
future cyclical downturns.


YARWAY CORP: Has Until April 17 to Propose Reorganization Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Yarway Corporation's exclusive periods to file a plan of
reorganization until April 17, 2014, and solicit acceptances for
that plan until June 16, 2014.

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.



* No Penalties Planned in Swaps Probe
-------------------------------------
Katy Burne, writing for The Wall Street Journal, reported that a
four-year-old U.S. Justice Department civil probe into allegations
that large banks and others conspired to thwart competition in the
$24.3 trillion market for credit-default swaps is winding down and
penalties aren't planned, said people familiar with the matter.

According to the report, credit-default swaps are insurance-like
contracts used by traders and investors to bet on the
creditworthiness of companies and countries. The instruments were
behind the September 2008 taxpayer rescue of American
International Group Inc., which faced a liquidity crisis after the
housing bust spurred hefty cash demands on swaps tied to souring
mortgage-related investments.

The market was targeted in the 2010 Dodd-Frank regulatory
overhaul, as regulators and legislators sought to make trading
more transparent and prevent another crisis, the report said.  The
Justice Department antitrust probe stemmed from allegations that
the large banks that act as dealers in the market, matching buyers
and sellers using prices that aren't widely published, colluded to
prevent exchanges and other outsiders from entering the business.

The latest developments in the Justice Department's probe
underscore the difficulties U.S. authorities have had in pursuing
financial-crisis-era cases, the related.

More than 100 people and firms have been charged with fraud tied
to the financial crisis. But no charges have been brought against
companies or top executives in some of the most memorable episodes
from the 2008 meltdown, including the market run on AIG and the
bankruptcy of Lehman Brothers Holdings Inc.


* FCA to Review Allegations That RBS Pushed Small Firms to Default
------------------------------------------------------------------
Ed Ballard, writing for The Wall Street Journal, reported that the
U.K.'s Financial Conduct Authority said on Nov. 29 it will review
the Royal Bank of Scotland PLC's lending practices after
allegations that the lender pushed small businesses into default
to boost its profits.

According to the report, the FCA decided to conduct the review
after the publication this week of two reports, one commissioned
by RBS itself on its lending practices, and another by an adviser
to Business Secretary Vince Cable which alleged that RBS forced
business customers to default on loans so the bank could charge
higher fees or seize their properties.

"These allegations, if proved, raise serious concerns about how
banks treat their customers," said the regulator's Director of
Supervision Clive Adamson, the report cited.  "An SME's
relationship with its bank is essential for any business to have a
chance to succeed, and claims like the ones made threaten to
undermine that."

The FCA said it could take regulatory action if the findings
uncover issues which fall within its remit, the report related.
It added that it will seek confirmation from other banks that they
don't engage in any of the reported practices.


* Tally of U.S. Banks Sinks to Record Low
-----------------------------------------
Ryan Tracy, writing for The Wall Street Journal, reported that the
number of banking institutions in the U.S. has dwindled to its
lowest level since at least the Great Depression, as a sluggish
economy, stubbornly low interest rates and heightened regulation
take their toll on the sector.

According to the report, the number of federally insured
institutions nationwide shrank to 6,891 in the third quarter after
this summer falling below 7,000 for the first time since federal
regulators began keeping track in 1934, according to the Federal
Deposit Insurance Corp.

The decline in bank numbers, from a peak of more than 18,000, has
come almost entirely in the form of exits by banks with less than
$100 million in assets, with the bulk occurring between 1984 and
2011, the report related.  More than 10,000 banks left the
industry during that period as a result of mergers, consolidations
or failures, FDIC data show. About 17% of the banks collapsed.

The consolidation could help alleviate concerns that the abundance
of U.S. banks leads to difficulties in oversight or a less-
efficient financial system, the report said.  Meanwhile, overall
bank deposits and assets have grown, despite the drop in
institutions.

"Seven thousand is still an awful lot of banks," particularly in
an era where brick-and-mortar branches are becoming less
profitable, David Kemper, chief executive of Commerce Bancshares
Inc., a regional bank based in Missouri, told the Journal.
"There's no reason why we need that many banks, especially if
those smaller banks have a much lower return on capital. The small
banks' bread and butter is just not there anymore."


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

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
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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