TCR_Public/131205.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 5, 2013, Vol. 17, No. 337

                            Headlines

1250 OCEANSIDE: Amends Plan Amid Batiste Suit
1250 OCEANSIDE: Wants to Increase DIP Loan to $4-Mil.
1250 OCEANSIDE: CRO Robinson Stays Until Closing of Case
501 GRANT STREET: Chapter 11 Plan Hopeless, Says SA Challenger
AGFEED INDUSTRIES: Price for China Operations Lowered $3.45MM

AIRCASTLE LTD: Moody's Rates $300MM Sr. Unsecured Notes 'Ba3'
ALION SCIENCE: To Sell $930,000 Common Shares to Trust
ALLENS INC: Schedules Filing Deadline Extended Until Dec. 26
ALLENS INC: Alvarez & Marsal Approved to Provide CRO
ALLIED IRISH: Bank Well Capitalized, Based on Initial Assessment

ALLY FINANCIAL: General Motors Selling Remaining Stake
ALLY FINANCIAL: To Sell $1 Billion of Senior Notes
ALVARION LTD: Tel Aviv Court Approves Creditors' Settlement Plan
AMEREN ENERGY: Fitch Rasies Issuer Default Rating to 'CCC'
AMERICAN AIRLINES: Customers Fail Again to Stall Merger

AMERICAN AIRLINES: Shares Go Sky High for Investors
AP GAMING: S&P Assigns 'B+' CCR & Rates $180MM Secured Debt 'B+'
ARC DOCUMENT: Moody's Assigns 'B1' CFR & Rates $205MM Loan 'B1'
ARC DOCUMENT: S&P Rates $205 Million Term Loan 'B+'
ARCH COAL: Fitch Rates Prospective $300MM Incremental Loan 'BB-'

ARCH COAL: Moody's Retains Ratings Following Refinancing
ARCH COAL: S&P Lowers CCR to 'B' & Secured Debt Rating to 'B+'
ARMORWORKS ENTERPRISES: Objects to IDR's Proposal to Hire Milbank
ASR CONSTRUCTORS: Asks Court to Approve Stipulation with Berkley
ASSET RESOLUTION: 9th Cir. Rules on Debt Acquisition's Appeal

AXESSTEL INC: Sells 53% Interest in $1.8-Mil. Accounts Receivable
BLITZ USA: Hires Elliott Greenleaf as Delaware Conflicts Counsel
BLUESTEM BRANDS: Moody's Says Term Loan Upsizing is Credit Neg.
BNP OIL & GAS: Court Rejects Bid to Set Aside Seashore Settlement
BONDS.COM GROUP: FINCA CFO and Growth Advisors CEO Named to Board

BRICKMAN GROUP: Moody's Rates $735MM First Lien Term Loan 'B1'
BRICKMAN GROUP: S&P Assigns 'B' CCR & Rates New $845MM Debt 'B'
BROWN MEDICAL: Court Established Dec. 31 as Claims Bar Date
BROWN MEDICAL: Sec. 341 Meeting of Creditors on Dec. 17
BROWN MEDICAL: Files Amended List of Top 20 Unsecured Creditors

BUILDERS GROUP: CPG Has Green Light to Foreclose on Cupey Mall
BURCAM CAPITAL II: Court Strikes Bid to Dismiss Suits v. CWCapital
CAMABO INDUSTRIES: Voluntary Chapter 11 Case Summary
CBS I: Court Confirms Fourth Amended Plan of Reorganization
CENGAGE LEARNING: Doesn't Want Creditors in Lender-Lien Suit

CLEAR CHANNEL: Moody's Rates Proposed $1-Bil. Term Loan 'Caa1'
CLEAR CHANNEL: S&P Rates $1 Billion Sr. Secured Loan 'CCC+'
COMMUNITY HOME: EFP and BHT Oppose Hiring of Special Counsel
CONSOLIDATED COMMUNICATIONS: S&P Rates $985MM Secured Debt 'BB-'
CORNERSTONE HOMES: Committee Wants Chapter 11 Trustee to Take Over

COSTA BONITA: Taps Fuentes Law as Special Counsel
CROSSOVER FINANCIAL: Beats Deadline, Files 5th Amended Plan
CYCLONE POWER: LG Capital Buys $46,000 Convertible Note
D & L ENERGY: Dec. 10 Hearing on Exclusivity Extensions
D & L ENERGY: Can Decide on Executory Contract Until Sale Closing

DETROIT, MI: Intention to Appeal Eligibility Ruling Announced
DETROIT, MI: NCPERS Objects to Chapter 9 Bankruptcy Ruling
DETROIT, MI: Nat'l League of Cities Hopes for Quick Plan
DETROIT, MI: GRS & PFRS to Appeal Chapter 9 Ruling
DETROIT, MI: Retiree Panel Wins Interim OK to Hire Lazard

DETROIT, MI: Claims Bar Date Set for Feb. 21
DETROIT, MI: Judge Rules Public Pensions Aren't Safe from Ch. 9
DETROIT, MI: Emergency Manager to Present Plan for Cuts
DEWEY & LEBOEUF: New Lawsuits Demand $9.8 Million From Ex-Partners
DOGWOOD PROPERTIES: Secured Creditors Opposing 3rd Amended Plan

DTF CORPORATION: Exits Chapter 11 Bankruptcy
DUMA ENERGY: Tyler Moore Replaces Sarah Berel-Harrop as CFO
EARTHWORKS EXCAVATION: Case Summary & 20 Top Unsecured Creditors
EDGMONT GOLF: Maschmeyer Karalis Approved as Bankruptcy Counsel
EDGMONT GOLF: Files Schedules of Assets and Liabilities

EDISON MISSION: Amended Chapter 11 Plan Filed
ENDICOTT INTERCONNECT: Sued by Workers Fired After Bankruptcy
ERF WIRELESS: Director Tom Wiedebush Resigns
EWGS INTERMEDIARY: Source Says GWNE, Hilco Win Auction
EXECUTIVE BENEFITS: Attorney General Fights for Magistrate Judges

FIRST HORIZON: Bank Owner Lowered to Highest Junk Status
FLABEG SOLAR: Asset Webcast Auction Scheduled for Dec. 17
FLY LEASING: Moody's Rates $250 Million Unsecured Debt 'B3'
FOREST LABORATORIES: Moody's Assigns 'Ba1' Corp. Family Rating
FOREST LABORATORIES: S&P Gives 'BB+' CCR & Rates $1BB Notes 'BB+'

FREESEAS INC: To Effect a 1-for-5 Reverse Common Stock Split
GENERAL MOTORS: Selling Remaining Stake in Ally Financial
GENESIS HEALTHCARE: Moody's Cuts Secured Term Loan Due 2018 to B3
GEOMET INC: Inks Sixth Amendment to BofA Credit Agreement
GLOBAL AVIATION: Plans Stalking Horse Sale to Cerberus Unit

GULFCO HOLDING: Hits Ch. 11 Amid Control Fight at Unit
HASSEN IMPORTS: Property Can't Be Sold Free of Deed Restriction
HD GERLACH: Court Declined to Vacate 2nd Cash Collateral Order
HDD ROTARY: Failed to Prove Insolvency at June 2009, Court Says
HIRAM LL LLC: Case Summary & 10 Largest Unsecured Creditors

iGPS COMPANY: 2nd Amended Chapter 11 Plan Declared Effective
INSTITUTO MEDICO: Latimer Biaggi Approved as Counsel
INTEGRATED BIOPHARMA: To Hold "Say-On-Pay" Votes Every 3 Years
INTELLIPHARMACEUTICS INT'L: Presents at Piper Jaffray Conference
INTELSAT JACKSON: Moody's Says Upsized Term Loan is Credit Pos.

INT'L FOREIGN EXCHANGE: Assets Fetch $7.48 Million at Auction
ION MEDIA: Moody's Rates Proposed First Lien Credit Notes 'B1'
ION MEDIA: S&P Assigns 'B+' CCR & Rates $720MM Term Loan 'B+'
JC PENNEY: Estimates Same-Store Sales Jumped 10% in November
JONESBORO HOSPITALITY: 3rd Interim Cash Collateral Order Entered

KSL MEDIA: Panel May Hire Pachulski; To Co-File Liquidating Plan
LAFAYETTE YARD: Edison Broadcasting Buys Hotel for $6 Million
LANDAUER HEALTHCARE: Amends Plan Outline Ahead of Dec. 9 Hearing
LE-NATURE INC: Former VP Says Lawyer Botched Fraud Trial
LIGHTSQUARED INC: Harbinger Revises Suit v. Ergen, Dish Network

LIVE OAK HOLDING: Case Summary & 20 Largest Unsecured Creditors
LONGVIEW POWER: Claims Bar Date Set for Dec. 16
MAGYAR TELECOM: Dec. 11 Hearing Set for Chapter 15 Recognition
MARK SPANGLER: Receiver Kent Johnson Recovers 50% of Investments
MCGRAW-HILL SCHOOL: Fitch Assigns B IDR & Rates New Term Loans BB

MEDCORP INC: Bankr. Court Denies Bid to Dismiss Suit v. Huntington
MOBILESMITH INC: Sells $120,000 Additional Convertible Note
MONTANA ELECTRIC: Trustee Removed to Allow Liquidation
MONTANA ELECTRIC: Hires Goodrich Law as Counsel
MONTREAL MAINE: Buyer to Sign Contract This Week

MOUNTAIN PARADISE: Bid to Stay Fannie Mae Foreclosure Denied
MYERS MILL: Trustee Wins Dismissal of Bankruptcy Case
NASCO PRODUCTS: 22nd Century Purchases Manufacturing Facility
NBTY INC: S&P Affirms 'B+' Corp. Credit Rating on New Notes Upsize
NCR CORP: Moody's Puts 'Ba2' CFR on Review for Downgrade

NEWLEAD HOLDINGS: Supreme Court Approves Settlement with Hanover
NEWLEAD HOLDINGS: MG Partners Held 9.9% Equity Stake at Dec. 2
NNN PARKWAY: Sec. 341 Creditors' Meeting Set for Dec. 19
NNN PARKWAY: Schedules Filing Deadline Extended Until Dec. 6
NORTH AMERICA POWER: Voluntary Chapter 11 Case Summary

NORTH ATLANTIC TRADING: Moody's Rates New $165MM Term Loan 'B2'
NUVERRA ENVIRONMENTAL: Moody's Puts 'B2' CFR on Review for Upgrade
NUVILEX INC: Acquires Exclusive Rights to Live-Cell Technology
OCZ TECHNOLOGY: Gets Preliminary OK of Toshiba Bankruptcy Loan
OPAL ACQUISITION: Moody's Rates $610MM Sr. Unsecured Notes 'Caa2'

ORAGENICS INC: Awards 197,033 Common Shares to Executives
OVERSEAS SHIPHOLDING: Chapter 11 Plan Would Separate U.S. Fleet
OVERSEAS SHIPHOLDING: Creditors Bet Millions on Solvency
PARADISE HOSPITALITY: Jan. 9 Hearing on Case Dismissal Bid
PARADISE HOSPITALITY: RREF WB Acquisitions Fails to Convert Case

PARROTT BROADCASTING: General Manager Barred From Filing Suit
PLATINUM OIL: Doesn't Own Oil & Gas Rights in Jicarilla Land
PRESIDENT CASINOS: Court Dismisses Suit Over Plan Distribution
PRESTIGE BRANDS: Moody's Rates New Sr. Unsecured Notes 'B2'
PRESTIGE BRANDS: S&P Rates New $400MM Unsecured Notes 'B+'

PRM FAMILY: Opposes BofA Bid for Chapter 11 Trustee
PROVINCE GRANDE: Levin, et al., Have Standing to Bring Lawsuit
PUGET ENERGY: S&P Raises CCR From 'BB+' on Revised Criteria
QUEEN ELIZABETH REALTY: Klinger & Klinger Approved as Accountant
RAVEN POWER: Moody's Rates $390 Million Sr. Secured Debt 'B1'

RAVEN POWER: S&P Assigns Prelim. 'BB-' Rating to $390MM Debt
RESIDENTIAL CAPITAL: Settles With Bondholders, Revises Plan
RESIDENTIAL CAPITAL: Kessler Claims Settlement Approved
RESIDENTIAL CAPITAL: Wins OK to Assume & Assign Syncora Deals
RESIDENTIAL CAPITAL: Mercer US Adjusts Rates

RG STEEL: Inks Deal With Nat'l. Union Over Release of Collateral
ROOSEVELT LOFTS: Injunction Bid v. Debtor Over Bldg. Asset Mooted
RURAL/METRO CORP: S&P Withdraws 'D' Corporate Credit Rating
SALIX PHARMA: Moody's Assigns 'B1' CFR & 'Ba1' Sec. Notes Rating
SAN FRANCISCO MEDICAL: Fails to Get Plan Confirmed

SAVIENT PHARMACEUTICALS: Creditors Object to Terms for Cash Use
SCHUPBACH INVESTMENTS: Counsel Allowed $103,654 in Fees & Costs
SIMPLY WHEELZ: Bankruptcy Frustrates Regulators
SPECTRUM BRANDS: Fitch to Rate $520MM Sr. Secured Term Loans 'BB+'
SPECTRUM BRANDS: S&P Assigns 'BB' Rating to EUR200MM Facility

ST. JOSEPH'S HEALTHCARE: Moody's Revises Outlook to Positive
TAYLOR BEAN: Trustee, Ginnie Mae Reach Deal for $610-Mil. Claim
TEXAS COMPETITIVE: Fitch Affirms 'C' Issuer Default Ratings
THOBURN LIMITED: Court Values 15 Parcels at $34.1MM
TRIGEANT LTD: Section 341(a) Meeting Scheduled for Jan. 15

UFS REAL ESTATE: Voluntary Chapter 11 Case Summary
ULTRA PETROLEUM: Moody's Rates $400MM Notes B2 & Assigns Ba3 CFR
VASO ACTIVE: Payments to Former CEO Recoverable Under Sec. 547
VELATEL GLOBAL: Inks Cooperation Agreement with StarHub
VELTI INC: U.S. Trustee Appoints 3-Member Creditors Committee

VELTI INC: Wants Until Dec. 13 to File Schedules and Statements
VELTI INC: Court OKs Dec. 18 Auction for Assets
VIGGLE INC: Fully Draws $25 Million Sillerman Credit Facility
WATERFRONT OFFICE BUILDING: Debtors, DG Hyp File Plan Objections
WATERSIDE CAPITAL: SBA Files Receivership Petition

WHEATLAND MARKETPLACE: Files for Chapter 11, Seeks to Use Rents
WHEATLAND MARKETPLACE: Files Schedules of Assets and Debts
WINDMILL DURANGO: U.S. Trustee Unable to Form Committee

* Disclosure Not Required on FDCPA Claim After Filing
* Judicial Lien May Be Voided on Abandoned Residence
* Lack of Four Words Makes Massachusetts Mortgage Void
* Tax Audit Isn't Conclusive About Whether IRA Is Exempt

* Commercial Bankruptcy Filings Continue Downward Spiral

* New Bankruptcy Laws Could Avert Some Rescues of Big Banks
* Fed Approves New Goldman, J.P. Morgan Capital Plans
* Ill. Legislature Approves Retiree Benefit Cuts in Pension System

* Insurers Say Global Pandemic Among Most Important Extreme Risks
* Ontario Government Passes New Debt Settlement Legislation
* Volcker Rule on Bank Risk Approaches Its Final Edits

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


1250 OCEANSIDE: Amends Plan Amid Batiste Suit
---------------------------------------------
Debtors 1250 Oceanside Partners and Pacific Star Company and
co-proponent and lender Sun Kona Finance I, LLC, deferred sending
to plan solicitation packages to creditors and have instead made
plan revisions that seek to delay payment to Oceanside's general
unsecured creditors.

The plan proponents in October won approval of the adequacy of the
information in the disclosure statement, and, as a result,
obtained permission to begin soliciting votes on the Plan and
scheduled a Feb. 3 plan confirmation hearing.

The plan proponents inform the Court that the previously-approved
disclosure statement has not been circulated to creditors.  In
light of the changes to the plan documents, the Debtors have filed
a new motion seeking approval of the disclosure statement, as
recently revised.  The new timeline is targeting a confirmation
hearing that's two months from the hearing on the new disclosure
statement, and a balloting deadline that's 14 days prior to the
confirmation hearing.

The bankruptcy judge has agreed to hold a hearing on the adequacy
of information in the new disclosure statement on Dec. 9, 2013, at
2:00 p.m.  Responsive memoranda are due Dec. 5.  Reply memoranda
are due Dec. 9 at 12:00 noon.

The plan proponents submitted the Third Amended Plan on Nov. 22,
2013, in light of a lawsuit filed by William Batiste in October.

On Oct. 10, 2013, William Batiste and certain other lot owners
commenced an adversary proceeding entitled William Batiste, et
al., vs. Sun Kona Finance I, LLC, Adv. Proc. No. 13-90068, in the
Bankruptcy Court.  The suit alleges that Bank of Scotland, SKFI
(which acquired the Bank of Scotland loan), and other entities
engaged in negligent and willful and wrongful acts that caused
harm to lot owners.

SKFI does not believe that the claims asserted against SKFI have
any merit and intend to vigorously oppose the claims in the
lawsuit.  It is anticipated that the litigation will be protracted
and expensive.

In order to prevent a delay in confirmation of the Plan, the plan
proponents have filed a Third Amended Plan which provides for the
appropriate treatment of the Class 9 Allowed Oceanside General
Unsecured Claims in the event that the Court in the future enters
a judgment determining that the SKFI claim should be subordinated
in whole or in part (Count I of the Batiste Action), or that the
SKFI claim should be reclassified as equity in whole or in part
(Count II of the Batiste Action).  The plan proponents intend to
request that the issues raised by Count III (which seeks to
disallow SKFI's claims due to SKFI's failure to adequately support
its claims and on other grounds) be resolved by the Court as part
of the confirmation process, without prejudice to the Court's
resolution of Counts I and II at a later date.

The amendments, according to the plan proponents, should allow the
confirmation of the Plan in a timely manner, the payment of other
allowed claims, and the continued development of the Hokuli'a
Project in the best interest of all parties.

The Plan provides that the additional capital necessary to emerge
from Chapter 11 will be provided by the exit loan from SKFI which
will provide the Debtors with a line of credit of up to
$65,000,000.  Based on the Debtors' projections, the exit loan
will allow the Debtor to pay its outstanding administrative claims
and cure claims upon emergence, pay all other restructured debts
as they become due, and will provide adequate working capital for
the Debtors going forward.  According to the latest iteration of
the Disclosure Statement, because resolution of the Batiste Action
may impact the treatment of Class 9 claims, it is anticipated that
no distributions will be made on Class 9 Claims until the Batiste
Action is resolved.

A copy of the Disclosure Statement dated Nov. 22, 2013, is
available for free at:

   http://bankrupt.com/misc/1250_Sun_Kona_DS_112213.pdf

                  About 1250 Oceanside Partners

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

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

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

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

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

A creditors committee has not been appointed.

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


1250 OCEANSIDE: Wants to Increase DIP Loan to $4-Mil.
-----------------------------------------------------
Debtors 1250 Oceanside Partners and Pacific Star Company seek
bankruptcy court approval to amend their DIP Loan Agreement with
Sun Kona Finance I, LLC, to increase the line of credit available
from SKFI to $4 million and provide that the Debtors have until
March 31, 2014, to obtain a final, unappealed order confirming a
plan of reorganization.

As of Nov. 4, 2013, a total of $1.9 million in advances has been
made to the Debtors under the DIP loan.  The Debtors have drawn,
on average, $311,000 per month.  The Debtors anticipate that by
year-end, they will have drawn down on most of the available DIP
line of credit.

SKFI has agreed to the new amendments to the DIP loan agreement.

The Debtors anticipate that as of the effective date of the Plan,
total draws under the DIP loan will be approximately $3.25
million.  The Plan provides that all of the advances from SKFI on
the DIP loan will be satisfied through the issuance of new equity
interests in the reorganized debtors to SKFI.

The Debtors in May 2013 obtained approval on a final basis of its
proposed $2.5 million line of credit from SKFI to be secured by a
lien on all of the Debtor's real and personal property.

A hearing on the DIP loan amendment is slated for Dec. 16, 2013,
at 10:30 a.m.

                  About 1250 Oceanside Partners

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

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

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

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

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

A creditors committee has not been appointed.

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


1250 OCEANSIDE: CRO Robinson Stays Until Closing of Case
--------------------------------------------------------
1250 Oceanside Partners sought and obtained authorization from the
U.S. Bankruptcy Court for the District of Hawaii to extend until
the closing of its bankruptcy case, the employment of G. Rick
Robinson as chief restructuring officer.

By order dated May 8, 2013, the Court authorized the Debtor to
employ Mr. Robinson as CRO under these terms:

   1. Mr. Robinsons' appointments as CRO will be for a period
      of six months from and after the date of the entry of an
      order approving the application;

   2. Mr. Robinson will be paid $15,000 per month, plus general
      excise tax thereon, and will be reimbursed for all travel
      and other necessary expenses; and

   3. in the event an order confirming the Debtors' reorganization
      plan is entered during the six month-period, Mr. Robinson
      will be paid a bonus of $25,000.

Pursuant to the terms of the engagement, Mr. Robinson's employment
as CRO was scheduled to expire Nov. 8.

The Debtor requested that, among other things:

   -- Mr. Robinson's appointment as CRO is extended until the
      closing of the bankruptcy cases;

   -- Mr. Robinson will be paid $15,000 per month, plus general
      excise tax thereon, and will be reimbursed for all travel
      and other necessary expenses; and

   -- Mr. Robinson will be paid a $15,000 bonus after the Court
      enters an order closing the case.

                  About 1250 Oceanside Partners

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

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

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

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

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

1250 Oceanside Partners, its affiliates and lender Sun Kona
Finance I LLC, won court approval of the disclosure statement
explaining a reorganization plan that would turn over ownership to
its secured lender.  Sun Kona would provide a $65 million exit
facility to help make payments under the plan and to fund the
reorganized company when it leaves court protection.

A creditors committee has not been appointed.

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


501 GRANT STREET: Chapter 11 Plan Hopeless, Says SA Challenger
--------------------------------------------------------------
501 Grant Street Partners, LLC, will face off with secured
creditor SA Challenger, Inc., at the Dec. 19 hearing to confirm
the Debtor's proposed reorganization plan.

SA Challenger says the Debtor's Chapter 11 plan is "fatally flawed
and cannot succeed."

501 Grant Street Partners has filed a plan that provides that 100
percent of the equity in the Debtor will be sold to a special
purpose entity to be formed by Clarity Realty Partners LLC, a
third-party investor.  The investor has agreed to invest $18.23
million to be used to fund certain payments under the Plan, well
as a significant amount of capital expenditures and tenant
improvements.  Upon confirmation, the Debtor's membership
interests will be transferred to the investor.

But according to SA Challenger, its deposition of the Debtor and
purported investor Barry Porter in October revealed that the
Debtor does not have a plan sponsor ready, willing, and able to
fund the payments required by the Plan.  SA says the party from
whom the Debtor has been seeking an investment -- Mr. Porter, who
is a different party than that disclosed in the Disclosure
Statement -- has not read the Plan recently, has not complied with
terms of his own letter of intent, and asserts that the Plan's
treatment of SA Challenger's claim does not work for him.

In addition, according to SA, Ted Fox, the person alleged to be in
charge of the Debtor and its operations, and the Debtor have
failed to disclose an interest Ted Fox may have following
confirmation.  "That lack of disclosure undermines any assertion
that the Debtor is prosecuting the Plan in good faith.  The Plan
should not be confirmed on that basis alone."

Joshua D. Wayser, Esq., at Katten Muchin Rosenman LLP, adds that
even if the Debtor could demonstrate good faith, its Plan still
fails:

   -- NO ACCESS TO RENTS.  The Debtor has no access to the
Property's rents.  He says that the facts and controlling law are
clear that all of the rents are property of SA Challenger and
cannot be used to fund the Plan.

   -- $3 MILLION EXPENSE.  SA Challenger has filed a motion for
allowance and immediate payment of an immediate priority expense
payment of nearly $3,000,000.  According to Mr. Wayser, even with
access to the rents, which the Debtor does not have, the Plan
hangs by a thread; with an additional $3,000,000 expense to
account for, the Plan is absolutely hopeless.

   -- NO IMPAIRED ACCEPTING CLASS.  SA Challenger has voted
against the Plan.  The claims of the mechanics' lienholders have
been settled, which eliminates the Plan's Class 3.  The only
remaining class, the general unsecured creditors, is dominated by
creditor Siemens Corporation, which, on information and belief,
will vote against the Plan.

   -- NEW THIRD-PARTY OWNER.  Since the hearing on the Disclosure
Statement, new developments have occurred which lend further
support to SA Challenger's continued assertion that the Debtor
lacks authority in the Chapter 11 case.  Gerson Fox's interests in
the Debtor have been auctioned and sold to a third-party, and
there is no indication that such third-party has read, authorized,
or supports the Plan.  Also, SA Challenger discovered that Ted
Fox, the purported authorized agent of the Debtor, may receive an
equity interest under the Plan.  And Michael J. Kamen, as
president of the Debtor's managing member, GSP, 501, Inc., attests
that he has never authorized, approved, or sought confirmation of
the Plan.

SA Challenger is represented by:

         Joshua D. Wayser, Esq.
         Jessica M. Mickelsen, Esq.
         KATTEN MUCHIN ROSENMAN LLP
         2029 Century Park East, Suite 2600
         Los Angeles, CA 90067-3012
         Tel: (310) 788-4400
         Fax: (310) 788-4471
         E-mail: joshua.wayser@kattenlaw.com
                 jessica.mickelsen@kattenlaw.com

                        The Chapter 11 Plan

As previously reported in the TCR, according to the Disclosure
Statement, upon funding of the Plan, (a) the Debtor's secured
obligation to SA Challenger will be reduced to the current value
of the property, restructured and repaid over time at market
terms; (b) the Debtor's secured tax obligation, to the extent it
remains outstanding, will be paid in full following the Effective
Date of the Plan; (c) the Debtor's alleged mechanics lien
holder(s) will either be paid in full with interest, if the lien
is valid, or otherwise receive the same treatment as the Debtor's
general unsecured creditors; (d) the Debtor's priority tax claim
will be paid in full on the Effective Date; and (e) the Debtor's
unsecured creditors, including the lender's deficiency claim, will
receive each creditor's pro rata share of $3,150,000 payable in 13
quarterly payments after the Effective Date of the Plan.

                           About 501 Grant

An involuntary Chapter 11 bankruptcy petition was filed against
501 Grant Street Partners LLC, based in Woodland Hills, California
(Bankr. C.D. Cal. Case No. 12-20066) on Nov. 14, 2012.

501 Grant Street Partners owns the Union Trust Building in
downtown Pittsburgh, Pennsylvania.  It sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to
avert a sheriff sale of the building.  The August petition
estimated under $50,000 in both assets and debts.  In November
2012, U.S. Bankruptcy Judge Judith K. Fitzgerald dismissed 501
Grant Street Partners' Chapter 11 petition, paving for the sheriff
sale of the Union Trust Building on Jan. 7, 2013.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, has sought to foreclose on the Debtor's
property.  SA Challenger is seeking to collect $41.4 million.
Earlier in November, at the lender's request, Judge Ward appointed
the real estate firm CBRE to serve as receiver for the building,
overseeing its operation and management until the sheriff sale
takes place.

The bankruptcy judge approved an involuntary Chapter 11 petition
for 501 Grant, entering an order for relief on Dec. 13, 2012.  The
petitioning creditors are Allied Barton Security Services LLC,
owed $960 for security services; Cost Company LP, $5,900 owed for
masonry work; and MSA Systems Integration Inc., owed $2,401 for
unpaid invoice.  Malhar S. Pagay, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the petitioning creditors.

Attorneys at Levene, Neale, Bender, Yoo & Brill LLP, in Los
Angeles, Calif., represent the Debtor in the involuntary Chapter
11 proceeding.


AGFEED INDUSTRIES: Price for China Operations Lowered $3.45MM
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AgFeed Industries Inc., a hog producer in the U.S.
and China, was forced to cut the price of its China business by
$3.45 million as a consequence of "newly discovered" operational
problems.

Accordng to the report, AgFeed filed for Chapter 11 protection in
July and completed the sale of the U.S. operations to three buyers
in October for $79.45 million, including $53.4 million in cash.

An auction was held for the Chinese facilities on Nov. 20,
although no one emerged to top what was originally a $50.5 million
bid.

The bankruptcy court in Delaware approved the sale of the Chinese
operations on Nov. 26. Objections were worked out.

The price was lowered by $3.45 million in view of what the
contract called "newly discovered" operational problems and
"deterioration of the performance" of feed mills.

                     About AgFeed Industries

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

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

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

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

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


AIRCASTLE LTD: Moody's Rates $300MM Sr. Unsecured Notes 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Aircastle
Limited's $300 million Senior Unsecured Notes due 2018. Moody's
also assigned ratings to the following instruments that form part
of Aircastle's $1 billion shelf registered in June 2012:

  Senior Unsecured Notes (P)Ba3
  Subordinated Notes (P)B1
  Cumulative Preferred Stock (P)B2
  Non-Cumulative Preferred Stock (P)B3

Moody's also affirmed Aircastle's Ba2 Corporate Family and Ba3
Senior Unsecured Debt ratings. The rating outlook was changed to
stable from negative.

Rating Rationale:

Aircastle's ratings reflect the company's competitive mid-tier
position within the aircraft leasing industry, as well as its
record of profitable operations during the economic downturn.
Furthermore, the ratings consider Aircastle's solid capital
levels, satisfactory liquidity with no near-term maturities, as
well as manageable and relatively well-balanced fleet composition
and geographic exposures.

The change in outlook to stable reflects Aircastle's improved
portfolio composition with lower reliance on less-in-demand
aircraft. The improved portfolio composition provides additional
stability to performance expectations.

Ratings could improve if Aircastle achieves sustainably higher
return on managed assets while maintaining acceptable leverage and
liquidity levels, which Moody's doesn't anticipate.

A material decline in profitability, an increase in leverage above
2.5x or a material deterioration in the company's liquidity runway
could also prompt a downgrade.

The terms of the Senior Notes are generally consistent with those
of Aircastle's existing senior unsecured debt, including certain
restrictions on liens and distributions. The Senior Notes will
rank pari passu with Aircastle's other senior unsecured debt
outstanding. Aircastle expects to use Senior Notes issuance
proceeds for general corporate purposes, including asset
purchases.


ALION SCIENCE: To Sell $930,000 Common Shares to Trust
------------------------------------------------------
Alion Science and Technology Corporation expects to sell
approximately $930 thousand worth of its common stock to the Alion
Science and Technology Corporation Employee Ownership, Savings and
Investment Trust on or about Dec. 5, 2013.  The Company expects to
sell approximately 114,823 shares to the Trust at an average price
of $8.10 per share.

The Company expects to issue approximately 809,918 additional
shares to the Trust, at an average price per share of $8.10, as a
contribution to the employee stock ownership plan component of the
Alion Science and Technology Corporation Employee Ownership,
Savings and Investment Plan.  The shares of common stock will be
offered to the Trust pursuant to an exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended.

State Street Bank and Trust Company, as trustee, of the Alion
Science and Technology Corporation Employee Ownership, Savings and
Investment Plan, has selected a final value of $8.10 per share for
Alion's common stock as of Sept. 30, 2013.

A copy of the Form 8-K is available for free at:

                         http://is.gd/Yh8QtT

                         About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science incurred a net loss of $41.44 million for the year
ended Sept. 30, 2012, a net loss of $44.38 million for the year
ended Sept. 30, 2011, and a net loss of $15.23 million for the
year ended Sept. 30, 2010.  As of June 30, 2013, the Company had
$632.86 million in total assets, $799.58 million in total
liabilities, $111.01 million in redeemable common stock, $20.78
million in common stock warrants, $149,000 in accumulated other
comprehensive loss and a $298.37 million accumulated deficit.

                         Bankruptcy Warning

The Company said in its annual report for the fiscal year ended
Sept. 30, 2012, "Our credit arrangements, including our unsecured
and secured note indentures and our revolving credit facility
include a number of covenants.  We expect to be able to comply
with our indenture covenants and our credit facility financial
covenants for at least the next twenty-one months.  If we were
unable to meet financial covenants in our revolving credit
facility in the future, we might need to amend the revolving
credit facility on less favourable terms.  If we were to default
under any of the revolving credit facility covenants, we could
pursue an amendment or waiver with our existing lenders, but there
can be no assurance that lenders would grant an amendment or
waiver.  In light of current credit market conditions, any such
amendment or waiver might be on terms, including additional fees,
increased interest rates and other more stringent terms and
conditions materially disadvantageous to us.  If we were unable to
meet these financial covenants in the future and unable to obtain
future covenant relief or an appropriate waiver, we could be in
default under the revolving credit facility.  This could cause all
amounts borrowed under it and all underlying letters of credit to
become immediately due and payable, expose our assets to seizure,
cause a potential cross-default under our indentures and possibly
require us to invoke insolvency proceedings including, but not
limited to, a voluntary case under the U.S. Bankruptcy Code."


ALLENS INC: Schedules Filing Deadline Extended Until Dec. 26
------------------------------------------------------------
Allens, Inc. sought and obtained an extension until Dec. 26, 2013,
of the deadline to file its schedules of assets and liabilities.

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

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

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

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


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

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

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


ALLIED IRISH: Bank Well Capitalized, Based on Initial Assessment
----------------------------------------------------------------
As noted in AIB's Interim Management Statement of Nov. 14, 2013,
the Central Bank of Ireland has been conducting a Balance Sheet
Assessment of the credit institutions covered under the Eligible
Liabilities Guarantee, including AIB.  This review included an
assessment of asset quality, risk weighted assets and point in
time capital as of June 30, 2013.

AIB has been advised of the findings of this review which it will
consider in the preparation of the bank's year end December 2013
provisions and financial statements.

Based on an initial assessment of the findings of the BSA, the
Bank believes it continues to be well capitalized and in excess of
minimum regulatory requirements.

AIB has c.521 billion ordinary shares, 99.8 percent of which are
held by the National Pensions Reserve Fund Commission (NPRFC),
mainly following the issue of 500 billion ordinary shares to the
NPRFC at EUR0.01 per share in July 2011.

                      About Allied Irish Banks

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

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

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

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

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

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

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


ALLY FINANCIAL: General Motors Selling Remaining Stake
------------------------------------------------------
Dana Mattioli and Jeff Bennett, writing for The Wall Street
Journal reported that General Motors Co. is severing its ownership
ties with Ally Financial Inc. by selling its remaining stake in
its former lending arm, according to people familiar with the
matter. The so-called private placement deal is worth around $900
million, one of the people said.

According to the report, the planned sale comes on the heels of
Ally repurchasing $5.9 billion of shares from the U.S. Treasury
Department. The Detroit-based auto lender has now repaid more than
two-thirds of its $17.2 billion crisis-era bailout. The U.S.
government is still the majority owner of Ally.

Ally, one of the largest auto lenders in the U.S., was formerly
GM's in-house financing arm, the report said.  In 2006, GM sold a
51% stake in the company, then known as GMAC, to Cerberus Capital
Management LP and other investors for around $7.5 billion.
Cerberus funds still own around 8.7% of Ally. GM has continued to
own 9.9% of Ally.

GM has been overhauling its Ally relationship for more than year,
the report noted. In November 2012, the auto maker spent $4.2
billion to purchase Ally's European, Latin American and China
operations, which it then melded with its new lending arm, GM
Financial.

The purchase allowed GM more control over the type of lending and
leasing options it could offer customers in those regions, the
report added.

                        About Ally Financial

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

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

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

                       About General Motors

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

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

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

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

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


ALLY FINANCIAL: To Sell $1 Billion of Senior Notes
--------------------------------------------------
Ally Financial Inc. intends to issue $1 billion 2.750 Percent
Senior Guaranteed Notes due 2017.  The Notes are guaranteed by
Ally US LLC and IB Finance Holding Company, LLC, each a subsidiary
of Ally.  Interest payments are due semi-annually, in arrears on
January 30 and July 30 of each year, until maturity, commencing
July 30, 2014.  The Notes will mature on Jan. 30, 2017.

Joint Book-Running Managers: Citigroup Global Markets Inc.
                             Goldman, Sachs & Co.
                             J.P. Morgan Securities LLC
                             Morgan Stanley & Co. LLC
Co-Managers: Credit Agricole Securities (USA) Inc.
             Lloyds Securities Inc.
             Scotia Capital (USA) Inc.
             SG Americas Securities, LLC
             U.S. Bancorp Investments, Inc.
             Drexel Hamilton, LLC
             MFR Securities, Inc.
             Samuel A. Ramirez & Company, Inc.
             Toussaint Capital Partners, LLC

A copy of the free writing prospectus is available at:

                         http://is.gd/JuVycO

                        About Ally Financial

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

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

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.  The Company's balance sheet at
Sept. 30, 2013, showed $150.55 billion in total assets, $131.49
billion in total liabilities and $19.06 billion in total equity.


ALVARION LTD: Tel Aviv Court Approves Creditors' Settlement Plan
----------------------------------------------------------------
Alvarion Ltd. (in receivership) on Dec. 3 disclosed that the
District Court of Tel Aviv - Yaffo approved the proposed
creditors' plan of settlement submitted by Mr. Yoav Kfir, the
court-appointed receiver and special manager.  Additionally, the
Court ordered to call a creditors' meeting and a special general
meeting of shareholders to approve the proposed plan.  Both
meetings are expected to be held by the end of 2013.

As previously disclosed, under the terms of the plan, the
Company's creditors will receive NIS6.25 million of the proceeds
from the sale of the Company's assets as stipulated in the asset
sale agreement and will be issued Company shares constituting 15%
of the Company's share capital.  The proposed creditors' plan of
settlement is subject to certain conditions, including creditor
and shareholder approval as well as the continued listing of the
Company on NASDAQ and the Tel Aviv Stock Exchange (the "TASE")
after January 13, 2014.  In order to meet this condition and
remain listed, the Company must emerge from bankruptcy proceedings
and demonstrate compliance with all applicable requirements for
initial listing on NASDAQ by that date.

Separately, the Court approved the liquidation of Alvarion Ltd.
which will be suspended for 45 days.  The liquidation will be
permanently suspended upon the approval of the creditors' plan of
settlement in order to allow the continued listing of the Company
on NASDAQ and the TASE after January 13, 2014.  The liquidation
order was given in order to permit the Company's Israeli employees
to submit claims for unpaid wages and other benefits to the
National Insurance Institute of Israel in accordance with the
local law.

                         About Alvarion

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

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

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

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

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


AMEREN ENERGY: Fitch Rasies Issuer Default Rating to 'CCC'
----------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of
Ameren Energy Generating Co. (Genco) to 'CCC' from 'CC' following
Ameren Corp.'s (AEE) completion of its divestiture of Ameren
Energy Resources Co. (AER), Genco's parent company, to Illinois
Power Holdings (IPH), Dynegy's (Dynegy) non-recourse subsidiary.

Fitch has also removed Genco from Rating Watch Positive, where it
was originally placed on March 15, 2013, following AEE's
divestiture announcement.

Fitch has also upgraded Genco's senior unsecured debt ratings to
'CCC+/RR3' from 'CCC-/RR3'. Genco's $825 million of long-term debt
outstanding will continue to remain the sole obligation of Genco
under the new Dynegy ownership structure.

Additionally, Fitch has withdrawn all existing ratings of Genco
based on the assumption that the agency will no longer have
sufficient information to maintain the ratings. Accordingly, Fitch
will no longer provide ratings or analytical coverage for Genco.

The ratings of AEE and its regulated utility subsidiaries Union
Electric Co. and Ameren Illinois. Co are unaffected by rating
actions.

The ratings upgrade reflects the additional liquidity that results
from the sale. As a result of the transaction, Fitch estimates
Genco will receive approximately $222.5 million of incremental
liquidity, including $137.5 million from the sale of Genco's three
gas-fired power plants to AEE and up to an additional $15 million
stemming from AEE's pending sale of those gas plants to Rockland
Capital LLC. AEE expects the sale to Rockland Capital LLC to be
completed by year end 2013. Genco will also retain cash and cash
equivalents of $25 million to further support liquidity. As
additional financial support, AEE has committed to provide
guarantees and collateral support for various Genco financial
contracts secured by merchant assets for up to 24 months, and
supported by a $25 million guarantee from Dynegy.

According to Fitch's ratings definition, 'CCC' ratings indicate
that default is a real possibility. Fitch believes that Genco's
acquisition mitigates the risk of imminent debt restructuring,
which would have been a likely scenario under AEE's continued
ownership. Fitch expects Genco's cash position to be sufficient to
meet near-term financial obligations, including approximately $20
million of annual capex through 2017 for the Newton scrubber
project.

As capex ramps up in 2018, Genco's ability to continue to fund the
Newton scrubber project is a concern. The total cost of the
project is estimated at $500 million, and approximately half of
that amount was spent as of Sept. 30, 2013. Genco expects the
project to be completed by the end of 2019, in order to be
compliant with the Illinois Pollution Control Board's multi-
pollutant standard.

Fitch does not expect Dynegy to provide financial support to Genco
beyond two years after closing date. Therefore Genco will need a
significant recovery in power prices to successfully address its
capex and $300 million long-term debt maturity in 2018, in Fitch's
view. Fitch projects depressed power prices to sustain at least
until 2016-2018, primarily reflecting the ongoing oversupply from
shale gas production.

Recovery Analysis:

The unsecured debt ratings are notched above or below the IDR, as
a result of the relative recovery prospects in a hypothetical
default scenario. Fitch values the power generation assets that
support the entity level debt using a net present value analysis.
The generation asset net present values vary significantly based
on future gas assumptions and other variables, such as the
discount rate and heat rate forecasts.

For the net present value valuation of generation assets used in
Fitch's recovery valuation case, Fitch uses the plant valuation
provided by its third-party power market consultant, Wood
Mackenzie, as an input as well as Fitch's own gas price deck and
other assumptions.

Genco's senior unsecured debt is rated 'CCC+/RR3'. The 'RR3'
rating reflects a one-notch positive differential from the 'CCC'
IDR and indicates that Fitch estimates recovery of 51%-70% in the
event of bankruptcy. The recovery levels assume that Genco has
exhausted all of its available cash at the time of default.


AMERICAN AIRLINES: Customers Fail Again to Stall Merger
-------------------------------------------------------
Law360 reported that customers suing AMR Corp. and US Airways
Group Inc. once again were stymied in their efforts to block the
airlines' merger when a New York bankruptcy judge on Dec. 4
rejected their request to halt the implementation of the joinder
pending an appeal of an earlier decision.

According to the report, the customers sued earlier this year out
of fear that the combined carrier will hurt competition in the
airline industry and cause ticket prices to soar.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Shares Go Sky High for Investors
---------------------------------------------------
Jack Nicas and Mike Spector, writing for The Wall Street Journal
reported that one of the best investments of the past couple of
years was a bankrupt airline.

According to the report, when American Airlines parent AMR Corp.
filed for bankruptcy protection in November 2011, its stock
plunged to 20 cents a share and was soon delisted from the New
York Stock Exchange. The entire company was valued at less than
$90 million -- less than the typical list price of a new passenger
jet -- and its executives and lawyers warned shareholders they
could be wiped out, as usually happens in Chapter 11
reorganizations.

Today, as American prepares to close a merger with US Airways
Group Inc., the stock trades at just below $11, and a small group
of investors who bet on it when it was flying low are poised to
reap one of the biggest bankruptcy windfalls in years, the report
related.  That is thanks in part to a little-noticed quirk in the
deal that means their holdings could translate into much larger
stakes than previously expected in the combined airline, to be
called American Airlines Group Inc.

"We're tickled to death," said Brett Kramer, managing partner of
Pinnacle Investment Advisors, a Tulsa, Okla., firm that manages
about $700 million worth of assets, the report cited.

Mr. Kramer bought about $50,000 worth of American's shares when
they were trading over the counter for about $1.35 each in
February, a few days before the airline announced its merger, the
report said. Today, Pinnacle's shares are worth more than
$413,000.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

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

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

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

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

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

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

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

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


AP GAMING: S&P Assigns 'B+' CCR & Rates $180MM Secured Debt 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Las Vegas-based AP
Gaming Holdings LLC a 'B+' corporate credit rating.  The outlook
is stable.

At the same time, S&P assigned AP Gaming I LLC's $180 million
senior secured credit facilities (consisting of a $25 million
revolver due 2018 and a $155 million term loan due 2020) its 'B+'
issue-level rating, with a recovery rating of '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery for lenders
in the event of a payment default.

AP Gaming will use the proceeds from the proposed term loan
issuance, along with $100 million of new sponsor equity and
$2.2 million in pay-in-kind (PIK) seller notes, to finance the
purchase of American Gaming Systems.

S&P's assessment of AP Gaming's business risk profile as "weak"
reflects the existence of formidable competitors, including
International Game Technology and Bally Technologies, with much
broader product and content offerings in the U.S. gaming machine
and systems market.  These competitors are also able to spend
significantly more on research and development to remain
competitive and retain their positions.

In addition, AP Gaming's revenue is heavily dependent on the
Oklahoma market despite diversification across multiple gaming
facilities.  The company is relatively concentrated with its top
10 customers, which account for more than 70% of revenue.  The
company's top customer accounts for about one-third of its
revenue.  S&P's business risk profile assessment also takes into
account the company's exposure to the discretionary nature of the
U.S. gaming industry relative to consumers' willingness to spend.
However, the company has a good position in the Oklahoma gaming
market, which S&P believes provides stable revenue as current
contracts are generally multiple years long and are often renewed.
In addition, the company has above average EBITDA margin in excess
of 40%, which compares favorably to many other companies in the
leisure sector.  These factors temper the risks associated with
our weak business risk profile assessment.

"Our assessment of AP Gaming's financial risk profile as
"aggressive" reflects our expectation that debt to EBITDA will be
below 5x, EBITDA coverage of interest expense (pro forma for the
financing transactions) will be above 2x, and funds from
operations (FFO) to debt will average in the low-teens percentage
area over the next two years.  We also believe AP Gaming is likely
to generate minimal discretionary cash flow in 2014, given its
planned roll-out of additional machines in Illinois and its plans
to expand into other gaming jurisdictions.  Affiliates of Apollo,
a private-equity sponsor, will own AP Gaming. We expect that the
sponsor's financial policy regarding AP Gaming will be aligned
with an aggressive financial risk assessment," S&P said.


ARC DOCUMENT: Moody's Assigns 'B1' CFR & Rates $205MM Loan 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned to ARC Document Solutions, Inc.
a B1 corporate family rating, a B1-PD probability of default
rating, and a B1 rating to the company's proposed $205 million of
senior secured Term Loan B. The ratings outlook is stable. The
company plans to use the proceeds from the new term loans to
refinance existing debt and pay transaction fees and expenses.
Moody's also assigned a speculative grade liquidity rating of SGL-
2 to ARC reflecting the company's good liquidity.

Moody's has assigned the following ratings:

Issuer: ARC Document Solutions, Inc.

  Corporate family rating -- B1

  Probability of default rating -- B1-PD

  New senior secured term loan B -- B1 (LGD4, 53%)

  Speculative grade liquidity rating -- SGL-2

  Outlook -- Stable

Ratings Rationale:

The B1 corporate family rating reflects ARC's moderately high
financial leverage (about 4.3x total debt-to-LTM 3Q 2013 EBITDA,
Moody's adjusted), especially in the context of the company's
large exposure to the highly cyclical non-residential construction
industry, sizeable regional concentration in California, and the
highly competitive operating environment across all of ARC's
product and service categories.

The rating is supported by ARC's leading position as a provider of
document management services to the Architectural, Engineering and
Construction (AEC) industry, its low customer revenue
concentration and Moody's projections of good levels of free cash
flow relative to debt (approximately 9% to 10% in 2014, Moody's
adjusted).

The B1 rating also reflects the ongoing transformation in ARC's
business toward managed print services and information management
solutions, and Moody's expectations of modest revenue growth over
the next 12 to 24 months driven by strong growth in ARC's Onsite
Services revenues. The ratings agency expects ARC's Onsite
Services revenue growth to more than offset declines in the
company's Traditional Reprographics services over the next 12 to
24 months. In addition, growth in ARC's onsite print management
services will reduce its revenue volatility as ARC provides these
services to customers under multi-year contracts.

The stable ratings outlook reflects Moody's expectations that ARC
will generate revenue growth of about 2% to 3% and produce good
levels of free cash flow over the next 12 to 18 months. Moody's
also expects ARC's total debt-to-EBITDA to decline to less than 4x
over this period.

The SGL-2 liquidity rating reflects ARC's good prospective
liquidity consisting of its cash balances, available capacity
under its $50 million revolving credit facility, and free cash
flow.

ARC's ratings could be downgraded if its revenue and earnings
continue to deteriorate such that debt to EBITDA exceeds 5.0
times, EBITDA less Capex to interest expense approaches 1.5x, or
if ARC's liquidity materially weakens.

Given ARC's large exposure to the non-residential construction
industry and the slow recovery prospects for the industry over the
intermediate term, a ratings upgrade is not expected in the next
12 to 18 months. However, ARC's ratings could be upgraded over
time if the company's revenue mix improves in favor of products
and services with growth characteristics and its earnings and free
cash flow show meaningful increases. Moody's could raise ARC's
ratings if it believes that the company could sustain total debt-
to-EBITDA below 3.5x and maintain EBITDA less Capex to interest
expense near 4x.

Headquartered in Walnut Creek, California, ARC provides
specialized document management services primarily to the non-
residential segment of the architecture, engineering and
construction industry. The company reported $403 million in
revenue for the twelve months ended September 30, 2013.


ARC DOCUMENT: S&P Rates $205 Million Term Loan 'B+'
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' rating on
Walnut Creek, Calif.-based printing service provider ARC Document
Solutions Inc.  The outlook is stable.

At the same time, S&P assigned the company's $205 million term
loan a 'B+' issue-level rating, with a recovery rating of '3',
indicating its expectation for meaningful (50%-70%) recovery in
the event of a payment default.

The company will use proceeds to refinance its existing
$188 million 10.5% senior notes due 2016 and to pay for
transaction costs.  S&P will withdraw the rating on the senior
notes once the transaction closes.

The 'B+' corporate credit rating on ARC reflects S&P's expectation
that the company will be able to maintain moderate debt leverage
and an adequate cushion of covenant compliance over the
intermediate term.  In the third quarter, revenue was up almost 2%
and the adjusted EBITDA margin increased about 3% year over year.
This, together with ARC's capital structure transaction to repay
its 10.5% senior notes via the proceeds from its new term B loan,
reduces interest expense and positions ARC to be able to
efficiently deleverage its balance sheet.

S&P regards ARC's business risk profile as "weak" because of
negative structural trends in the company's traditional black and
white offsite reprographic services.  While traditional
reprographics remains a significant revenue segment, weakness in
commercial construction activity and changing preferences of ARC
customers to print onsite or to view documents digitally will
continue to pressure the reprographics segment revenue, in S&P's
view.  On the positive side, ARC's onsite service (30% of revenue
through nine months versus 26% in 2012) positions the company to
serve its customer's increased needs for enterprise documents as
opposed to only project-related printing needs.  However, onsite
revenue depends on the volume of print on the customer's premises,
which is subject to decline as customers transition to a
preference or mandate for digital.

S&P views ARC's financial risk profile as "significant."  S&P
expects that the adjusted EBITDA margin expansion achieved through
2012 restructuring efforts will result in about 15% growth in
adjusted EBITDA in 2013.  Furthermore, discretionary cash flow
generation in 2014 will be boosted by about a 35% drop in interest
expense resulting from the repayment of the 10.5% senior notes.
S&P expects the company to generate discretionary cash flows of
about $30 million in 2014 and 2015, which it could use to repay
debt.


ARCH COAL: Fitch Rates Prospective $300MM Incremental Loan 'BB-'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to Arch Coal, Inc.'s
(Arch Coal; NYSE: ACI) prospective $300 million incremental senior
secured term loans. Net proceeds of the loans are expected to be
used for the tender offer for the $600 million 8.75% senior notes
due 2016. The company is seeking an amendment to the credit
facility to eliminate certain financial covenants. A complete list
of Arch Coal's ratings follows at the end of this release.

The Rating Outlook is Negative.

Key Rating Drivers:

Arch Coal benefits from large, well-diversified operations and
good control of low-cost production. Globally, Arch Coal is the
sixth largest coal producer based on volumes. The company sold
140.8 million tons of coal in 2012 accounting for 14% of the U.S.
coal supply. At least 95% of 2013 expected volumes are committed
and priced and more than 60% is committed and priced for 2014,
between 45% and 48% of tons are committed and priced. The company
has the second largest coal reserve position in the U.S. at 5.5
billion tons.

The credit ratings also reflect oversupply in the global coal
markets. Steam coal demand in the U.S. is recovering, stocks are
falling and prices should improve going forward. Globally, both
metallurgical (met) and steam coal are in excess supply and prices
are weak. Coal producers have been running for cash with a focus
on reducing costs which is expected to delay price recovery. In
particular, Fitch expects the hard coking coal bench mark price to
average about $160/tonne (t) and the Newcastle steam coal
benchmark to be below $90/t over the next 12 months. The industry
is consolidating which should benefit supply/demand dynamics
longer term.

Weak earnings combined with high debt levels post the acquisition
of International Coal Group in 2011 will result in high leverage
metrics over the ratings horizon. Liquidity should remain adequate
despite the prospect of negative free cash flow. Fitch expects
financial leverage to remain elevated until industry-wide
production cuts have resulted in more balanced steam and
metallurgical coal markets.

Liquidity

At Sept. 30, 2013, cash on hand was $1.1 billion, short-term
investments were $249 million and $246 million was available under
the company's credit facilities. The $250 million accounts
receivable facility matures Dec. 10, 2013, and is renewable
annually. The $350 million credit facility is to be reduced to
$250 million as part of the transaction. The facility matures in
June 2016. Fitch expects Arch Coal to manage within the amended
covenants. Current maturities of debt are quite modest reflecting
$19.5 million in term loan B amortization per year.

Fitch expects free cash flow could be negative as much as $300
million for 2014 and neutral to slightly negative in 2015. Asset
sales are not anticipated.

The recovery rating on the senior secured bank facility of 'RR1'
reflects outstanding recovery prospects given default. Recovery of
the senior unsecured debt remains average.

The Negative Outlook reflects possibility that weak market
conditions could drag beyond 2014. Total debt/adjusted EBITDA for
the latest 12 months ended Sept. 30, 2013 was 15 times (x). Fitch
anticipates leverage remaining elevated through at least 2014.

Ratings Sensitivities

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

-- Constrained liquidity.

Positive: Not anticipated over the next 12 months given industry
conditions but future developments that may lead to a positive
rating action include:

-- Increased earnings and operating cash flow.
-- Debt levels materially reduced and positive free cash flow on
   average.

Fitch currently rates Arch Coal, Inc. as follows:

-- Issuer Default Rating 'B-';
-- Senior unsecured notes 'B-/RR4';
-- Senior secured revolving credit facility 'BB-/RR1'; and
-- Senior secured term loan 'BB-/RR1'.


ARCH COAL: Moody's Retains Ratings Following Refinancing
--------------------------------------------------------
Moody's announce the ratings of Arch Coal, Inc. including its
Corporate Family Rating (CFR) of B3, the secured debt rating of
B1, and senior unsecured debt rating of Caa1, remain unchanged
following the Company's announcement of a series of refinancing
transactions. The outlook remains negative.

On December 2, 2013, Arch announced launch of several
transactions, including an addition of $300 million to its senior
secured Term Loan B facility and a cash tender offer for any and
all of its outstanding $600 million aggregate principal amount of
8.750% Senior Notes due 2016. The company is also seeking to amend
its senior secured credit facility to relax certain financial
covenants and reduce total revolver commitments to $250 million
from $350 million currently.

Ratings Rationale:

The ratings continue to reflect the recent deterioration in
performance due to continuing weakness in the coal industry, and
Moody's expectation that while both thermal and metallurgical
markets have reached bottom, the potential for material recovery
in demand and pricing is limited. Arch's B3 CFR continues to
reflect very high levels of debt in the company's capital
structure, coupled with ongoing cash burn due to persistent
weakness in metallurgical and thermal coal markets. The ratings
also reflect the geographic and operating diversity, low level of
legacy liabilities, extensive high quality and low-cost reserves,
and access to multiple transportation options. Factors that
constrain the rating include cost inflation, regulatory pressures
on coal and the inherent geological and operating risk associated
with mining.

Given the revolver's minimum liquidity requirement of $450
million, Moody's does not view it as a meaningful source of
liquidity. The company's predominant source of liquidity is $1.3
billion in cash and marketable securities. The Speculative Grade
Liquidity rating of SGL-2 continues to reflect Moody's expectation
that Arch will maintain a good liquidity position, sufficient to
accommodate the anticipated cash burn over the next twelve to
eighteen months.

The negative outlook continues to reflects Moody's view that
absent a robust recovery in coal prices, Arch's credit metrics may
not return to sustainable levels.

The secured debt rating of B1 and senior unsecured debt rating of
Caa1, relative to the B3 CFR, reflect their position in the
capital structure and priority of claims in the event of default.
The secured credit facilities are secured by substantially all
assets of the company and its subsidiaries.

Arch Coal is one of the largest US coal producers which operates
in all of the major US coal basins. The company's production
consists mainly of low-sulfur thermal coal from its Power River
Basin mines and thermal and metallurgical coal from Appalachia.
Over the 12 months ended September 30, 2013 the company generated
$3.6 billion in revenue.


ARCH COAL: S&P Lowers CCR to 'B' & Secured Debt Rating to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Arch Coal to 'B' from 'B+'.  The outlook is
stable.

S&P also lowered its rating on Arch Coal's senior secured bank
facility, including the proposed $300 million term loan B add on,
to 'B+' (one notch above the corporate credit rating) from 'BB-'.
The senior secured recovery rating remains a '2', indicating S&P's
expectation of substantial (70%-90%) recovery for holders in the
event of a payment default.  At the same time, S&P lowered the
rating on the company's senior unsecured notes to 'CCC+' (two
notches above the corporate credit rating) from 'B-'.  The
unsecured recovery rating is '6', which indicates S&P's
expectation for negligible (0%-10%) recovery in the event of
default.

Arch Coal is seeking amendments to its credit facility, including
an increase in the amount of Arch Coal's term loan facility from
$1.65 billion to $1.95 billion by adding $300 million to its term
loan B.  The company is adding onto its term loan facility in
order to partially fund the tender for any and all of its
$600 million notes due 2016. Arch Coal is also seeking amendments
to its senior secured credit facility to provide the company with
additional flexibility by eliminating certain financial covenants
governing that facility.  In exchange, the aggregate commitments
under its revolving credit facility would be reduced to
$250 million from $350 million.  S&P's rating indicates that the
company will undertake a capital market transaction to fund the
remainder of the tender.

"The stable rating outlook reflects our view that Arch Coal will
successfully complete the proposed transaction and that the
company's strong liquidity profile, large and diverse reserve
base, and competitive cost position will enable the company to
endure the current downturn," said Standard & Poor's credit
analyst Marie Shmaruk.

S&P would lower the rating if the company burns through more cash
that it is currently anticipating during the next couple of years
and it no longer considers the company's liquidity to be strong
and the company is likely to run up against its covenants in 2015.
This could occur if prices for both thermal coal and met coal
prices fail to recover, causing Arch's cash balance to fall below
$500 million.

Although unlikely in the near term, S&P would consider a higher
rating if coal demand improves and it becomes clearer that the
negative trend in key credit measures will reverse, leading to
leverage below 5x EBITDA.


ARMORWORKS ENTERPRISES: Objects to IDR's Proposal to Hire Milbank
-----------------------------------------------------------------
In further support of their objection to, and statement of
position regarding the application of Grant Lyon, the Independent
Estate Representative, to retain Milbank, Tweed, Hadley & McCloy
LLP as special counsel, ArmorWorks Enterprises, LLC and TechFiber,
LLC and the Official Joint Committee of Unsecured Creditors ask
the Court consider the following additional authorities:

* In re Southwest Food Distributors, LLC, 561 F.3d 1106, 1112
  (10th Cir. 2009) (affirming the bankruptcy court's exercise of
  discretion to deny request by official committee of unsecured
  creditors to employ expensive out-of-state counsel); and

* In re Danner, 2012 WL 3205242 (9th Cir. BAP (Idaho)) at *4 ("The
  operative words [in Sec 328a)] are "may" and "reasonable." A
  bankruptcy court has wide discretion to decide whether a
  proposed [fee] arrangement is or is not reasonable or
  appropriate under the circumstances of a particular case").

Counsel for the Debtors, Todd A. Burgess, Esq., at Gallagher &
Kennedy, P.A., asserts that these cases are relevant to assertions
by the IDR and his proposed counsel that the Court should defer to
the IDR's choice of counsel (without any need for the IDR to
explain his decision to engage out-of-state counsel), and that
"there is no basis to impose any artificial restraints on the
IDR's fundamental right to engage counsel of his choosing."

"It was never contemplated that the IDR would hire separate
counsel under the Protocol, let alone that the IDR would have a
"fundamental right" to hire whomever he desired regardless of the
actual need or cost to the estates," argued Mr. Burgess. "The
Court has wide discretion to deny the Milbank employment
application and should do so," he maintained.

Counsel for the Debtors may be reached at:

   John R. Clemency, Esq.
   Todd A. Burgess, Esq.
   Lindsi M. Weber, Esq.
   Janel M. Glynn, Esq.
   GALLAGHER & KENNEDY, P.A.
   2575 East Camelback Road
   Phoenix, AZ 85016-9225
   Telephone: (602) 530-8000
   Facsimile: (602) 530-8500
   E-mail: john.clemency@gknet.com
           todd.burgess@gknet.com
           lindsi.weber@gknet.com
           janel.glynn@gknet.com

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor.  ArmorWorks estimated $10 million to $50
million in assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan filed in the Debtors' cases would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40 percent minority interest, or alternatively, allow C
Squared to purchase the 60 percent majority interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ASR CONSTRUCTORS: Asks Court to Approve Stipulation with Berkley
----------------------------------------------------------------
ASR Constructors, Inc., asks the U.S. Bankruptcy Court for the
Central District of California to approve the stipulation with
Berkeley Regional Insurance Company to modify the automatic stay,
to authorize the use of cash collateral and to authorize post-
petition financing.

The parties agree that Berkley will be allowed to collect on
certain fund control accounts held jointly by Berkley and the
Debtor as such accounts have been assigned to Berkley and for
Berkley to proceed with any rights it has under its General
Agreement of Indemnity and Payment and Performance Bonds to
complete all of the Debtor's remaining projects and collect all
accounts receivable on such projects.  The Stipulation further
allows the Debtor to use any alleged cash collateral of Berkley
pursuant to a proposed budget.  Finally, the Stipulation
authorizes Berkley to provide post-petition financing if there is
a shortfall beyond the estimates contained in the budget.

The Debtor believes it is in the best interest of the Estate to
enter into the Stipulation because the funds at issue are arguably
not property of the Estate (as a result of Berkley's subrogation
and assignment rights) and any sums incurred to litigate these
matters with Berkley will only serve to reduce the recovery of
creditors of this Estate.  Further, the completion of the
outstanding projects will provide operating funds for the Debtor,
mitigate losses that would otherwise be incurred by Berkley and
maximize the recovery for all creditors of the Debtor's
Estate.

According to papers filed with the Court, on or about March 14,
2013, the Debtor realized it would not be able to meet its
obligations on its bonded projects and its obligations to the
sureties under their respective indemnity agreements and surety
bonds.  The Debtor thus executed voluntary defaults on all
outstanding Berkley projects.  The Debtor voluntarily assigned all
of its rights under its contracts, including but not limited to,
recovery of accounts receivable, progress payments, earned or
unearned funds, change orders, retainages, and claims of any
nature, etc. to Berkley.

On June 26, 2013, Berkley filed a UCC-1 Financing Statement with
the California Secretary of State asserting a blanket lien on all
of the Debtor's contracts, subcontracts, purchase orders, proceeds
of any surety bonds regarding same, accounts receivable,
machinery, equipment, plants, tools, and materials, inventory,
insurance policy proceeds, claims against subcontractors and
suppliers, and projects.

In connection therewith, on or around July 31, 2013, the Debtor
and its affiliated entities and Berkley entered into a Financing
and Collateral Agreement whereby Berkley agreed to make payments
under its Bonds as necessary and the Debtor and its affiliated
entities agreed to grant Berkley a security interest in their
assets.

On Aug. 26, 2013, the Barstow Community College District sent a
Notice of Termination for Cause advising the Debtor that it was
terminating the Debtor's right to proceed with the Barstow College
Wellness Center, 2700 Barstow Road, Barstow, CA 92311, Architect's
Project No. 410-0051 ("BCCD Project").  As a result of the Notice
of Termination, the District and Berkley have agreed to enter into
a Takeover Agreement whereby Berkley agrees to undertake
completion of the BCCD Project pursuant to the terms of Bond No.
0152589 in the amount of $10,121,500 issued by Berkley in favor of
the District in connection with the BCCD Project.  In addition,
Berkley has agreed to enter into a Completion Contract with
the Debtor so that the Debtor is retained as the general
contractor on the BCCD Project to complete the BCCD Project.

The major provisions of the Stipulation are:

   1. As to Berkley, the automatic stay of 11 U.S.C. Section 362,
together with any and all other stays which may prevent Berkley
from exercising its rights under the Indemnity Agreement, its
performance and payment bonds, or any other rights as a secured
creditor, may be, and the same hereby are, dissolved, terminated
and vacated, and declared to be of no further force or effect
whatsoever and Berkley is hereby granted leave to commence or
continue any acts or proceedings necessary and appropriate to
implement, protect and secure Berkley's rights in accordance with
applicable law.

   2. The Stipulation is effective immediately upon entry and is
not subject to the 14-day stay of Fed. R. Bankr. P. 4001(a)(3).

   3. Berkley, as surety, will be authorized to assert all rights
it has against the Fund Accounts, including collecting the funds
held in escrow on its bonded jobs and issuing payments to
subcontractors and suppliers.

   4. The funds held in escrow at Citibank, N.A., pursuant to the
Citibank Escrow Agreement relating to the BCCD Project will be
turned over to BCCD, but the character of such funds will remain
the same, namely as retention funds.

   5. Berkley, as surety, will be authorized to use and collect
all bonded contract receivables on all remaining projects.

   6. Berkley will be allowed to continue the BCCD Project to
completion, including but not limited to, entering into the
Takeover Agreement and Completion Agreement.

   7. The Stipulation will be binding upon and enforceable against
the Debtor and any Chapter 11 or Chapter 7 trustee should one be
appointed in this case.

   8. To the extent additional funding is needed beyond monies
received from the bonded projects, Berkley may provide the Debtor
with such financial assistance, in Berkley's sole and unrestricted
discretion and judgment and as it deems advisable or necessary to
carry out and complete the BCCD Project.  Any of such financial
assistance will flow through the Fund Accounts.

   9. If Berkley is required to advance additional sums to Debtor
to cover any shortfalls, advances to Debtor, and any other amounts
Berkley pays pursuant to the Bonds on the bonded projects, Berkley
shall obtain a first priority lien on the bonded projects for such
advanced funds and shall be repaid by Debtor pursuant to the terms
and conditions of the Indemnity Agreement.

  10. Berkley agrees to the Debtor's use of Berkley's cash
collateral to pay all necessary operating expenses in order to
complete its projects.  If Berkley collects funds greater than the
amount it has advanced, it will turn over such excess funds
to the Debtor to be administered through the bankruptcy case.

                      ICW's Limited Objection

Insurance Company of the West asserts these objections to specific
provisions of the Stipulation:

1. Paragraph 1 of the proposed stipulation requests the Court's
approval that Berkley be "granted leave to commence or continue
any acts or proceedings necessary and appropriate to implement,
protect and secure Berkley's rights in accordance with applicable
law."

    ICW objects to this provisions on the ground that this request
is far too broad and exceeds the scope of Berkley's potential
subrogation or assignment rights.  A court order authorizing
Berkley's use of remaining contract funds must be properly
limited.

2. Within Paragraph 5 of the proposed stipulation, the Debtor and
Berkley seek the Court's approval that "Berkley, as surety, shall
be authorized to use and collect all bonded contract
receivables on all remaining projects."

    ICW objects to this provision on the ground that the proposed
stipulation seeks an order allowing the parties' right to collect
and use "all bonded contract receivables on all remaining
projects."  This relief is in excess of any subrogation rights
which Berkley may have with respect to the remaining contract
funds on the Barstow Project.  Berkley has provided no authority
for the relief requested by this provision and such relief should
be denied.

3. Within Paragraph 8 of the proposed stipulation, the Debtor and
Berkley seek Court approval that "Berkley agrees to the Debtor's
use of Berkley's cash collateral, namely any accounts receivable
collected on remaining jobs, to pay all necessary operation
expenses in order to complete the Berkley bonded projects pursuant
to the budget attached hereto as Exhibit "7.""

    ICW objects to this provision on the ground that the parties
purport to provide the Debtor authorization to use remaining
contract funds available on any remaining job to satisfy operation
expenses necessary to complete the Berkley bonded projects.  Such
an order would arguably include funds from projects not bonded by
Berkley and to which Berkley would have no subrogation or priority
rights.  Contract funds available on any project must be used to
satisfy expenses specific to that project and general operating
expenses which may be approved by the Court.  To the extent any
remaining project funds exist following the completion of a
project, i.e. profit, those funds become a general asset of the
estate for the benefit of all creditors and should not be
earmarked or directed for use solely on the Berkley bonded
projects.

    ICW further objects to this provision on the ground that "all
necessary operating expenses" is undefined and subject to an
overly broad interpretation.  As noted above, the subrogation
rights of Berkley, if any, are limited to those payments made by
Berkley to subcontractors, suppliers or laborers necessary for the
completion of work on the specific bonded project.  Remaining
contract funds should not be used for other administrative costs
or expenses, including attorneys' fees incurred by Berkley,
without further review and approval of the Court.

4. Within Paragraph 9 of the proposed stipulation, the Debtor and
Berkley seek Court approval that "if Berkley collects funds
greater than the amount it has advanced, it will turn over
such excess funds to the Debtor to be administered through this
bankruptcy case."  While this proposal is consistent with the
objections set forth above, ICW seeks clarification and a specific
order by the Court requiring the Debtor and Berkley to segregate
all contract funds received and paid on a project by project basis
to avoid any comingling of funds between the various projects.
Further, any funds in excess of the subject completion costs must
be paid to the estate for further administration, whether or not
said funds are first delivered to Berkley.

                      About ASR Constructors

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


ASSET RESOLUTION: 9th Cir. Rules on Debt Acquisition's Appeal
-------------------------------------------------------------
In the appellate case DEBT ACQUISITION COMPANY OF AMERICA V, LLC;
et al., Appellants, v. WILLIAM A. LEONARD, Jr., Trustee; et al.,
Appellees, Case No. 11-15713 (9th Cir.), Debt Acquisition appealed
from an order in a Chapter 7 bankruptcy action in the case of
Asset Resolution, LLC.  Debt Acquisition argued that paragraph six
of the district court's order violates various provisions of the
Bankruptcy Code, as well as the terms of a previously confirmed
Chapter 11 plan.

In an Oct. 15, 2013 Memorandum, the U.S. Court of Appeals for the
Ninth Circuit holds that Paragraph Six constitutes an abuse of
discretion, and vacates that portion of the district court order.

The Ninth Circuit opines that the district court abused its
discretion by invoking its equitable powers to alter the
unambiguous terms of the Chapter 11 Plan, more than three years
after its entry.  In doing so, the district court further erred by
elevating the claims of Class A-5 creditors who did not support
the plan above those Class A-5 creditors who voted in the Plan's
favor, the Ninth Circuit holds.

Accordingly, the action is remanded to the district court for
further proceedings consistent with the Ninth Circuit's
disposition.

A copy of the Ninth Circuit's Oct. 15, 2013 Memorandum is
available at http://is.gd/rYUKpmfrom Leagle.com.

                       About Asset Resolution

Headquartered in New York, Asset Resolution LLC and 14 units filed
for Chapter 11 protection on Oct. 14, 2009 (Bankr. S.D.N.Y., Case
No. 09-16142).  Klestadt & Winters LLP serves as counsel to the
Debtors.  When it filed for protection from its creditors, Asset
Resolution listed assets between $100 million and $500 million,
and debts between $10 million and $50 million.  The schedules say
assets total $423,498,002 while debts total $22,642,531 as of the
bankruptcy filing.  Later on, the bankruptcy cases were
transferred and the reference was withdrawn to the District Court.

The District Court subsequently converted the Asset Resolution LLC
case to Chapter 7.  William A. Leonard was appointed as Chapter 7
trustee, and is represented by:

         Christine A. Roberts
         Elizabeth E. Stephens
         228 South Fourth Street, First Floor
         Las Vegas, NV 89101
         Tel No: (702) 382-6440
         Fax No: (702) 384-9102


AXESSTEL INC: Sells 53% Interest in $1.8-Mil. Accounts Receivable
-----------------------------------------------------------------
Axesstel, Inc., on Nov. 27, 2013, entered into an Account Purchase
Agreement with Accesstel Investors LLC, pursuant which the Company
sold Accesstel an interest in one of the Company's accounts
receivable.  Specifically, the Company sold a 53 percent interest
in a $1.875 million account receivable.  The purchase price for
the interest was $875,000 in cash, plus the issuance of 4,000,000
shares of common stock, $0.0001 par value.

The Company agreed to use the proceeds from the sale to meet its
operating expenses including accrued payroll expenses, to make
monthly payments under the Company's Loan and Security Agreement
with Silicon Valley Bank, and to make payments to contract
manufacturers to manufacture products to fulfill new customer
orders.  The Company also agreed to appoint a representative from
the Buyer to serve on the Company's board of directors until the
later of the Company's next annual meeting of stockholders or the
date the account receivable is paid in full.

In connection with the Account Purchase Agreement, the Company
issued to the members of Accesstel an aggregate of 4,000,000
shares of the Company's common stock, $0.0001 par value.

                       Director Appointment

On Nov. 29, 2013, in accordance with the terms of the Account
Purchase Agreement, the Company's board of directors appointed Mr.
Jack Giles to serve as a member of the board of directors.

Mr. Giles, age 71, is currently engaged in consulting and real
estate investments.  From 2008 until 2011, Mr. Giles was president
of the Advanced Technology Group of Cobham Sensor Systems for
North America plc, a subsidiary of Cobham plc.  Mr. Giles spent
the majority of his career with REMEC, Inc.  REMEC, Inc., was
engaged in the development of wireless communication equipment and
its shares were traded on the Nasdaq National Market from 1995
until 2005.  From 2001 to 2008, Mr. Giles served as president and
chief executive officer of REMEC Defense Systems, Inc., and led
that company during its sale to Cobham plc in 2005.  From 1984 to
2001, Mr. Giles served in various other positions with REMEC,
Inc., culminating in a position as executive vice president.  From
1965 to 1984, he served in various positions with Texas
Instruments, Inc., in areas including military systems, design
engineering, aircraft sensor systems and system integration.  Mr.
Giles is currently a member of the Advisory Board for the
University of the Americas for the College of Engineering.  From
1984 until 1999, Mr. Giles served on the Board of Directors of
REMEC, Inc.  Mr. Giles received a B.S. in Engineering from the
University of Arkansas.

                 Forbearance with Silicon Valley

Axesstel, on Nov. 25, 2013, entered into a Forbearance and Second
Amendment to Loan and Security Agreement with Silicon Valley Bank.
In connection with the Forbearance Agreement, Silicon Valley Bank
consented to the sale of the interest in the account receivable
under the Account Purchase Agreement.  The bank also agreed to
forbear from exercising any of its rights or remedies related to
the Company's existing events of default under the Loan and
Security Agreement until Dec. 20, 2013, provided that the Company
meets the terms of the Forbearance Agreement.  A copy of the
Forbearance Agreement is available for free at:

                        http://is.gd/TZd25u

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million during
the prior year.  The Company's balance sheet at Sept. 30, 2013,
showed $9.23 million in total assets, $23.33 million in total
liabilities and a $14.10 million total stockholders' deficit.


BLITZ USA: Hires Elliott Greenleaf as Delaware Conflicts Counsel
----------------------------------------------------------------
Blitz U.S.A., Inc. and its debtor-affiliates ask for permission
from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware to employ Elliott Greenleaf as Delaware
special litigation and conflicts counsel, nunc pro tunc to Nov. 7,
2013.

The Debtors need Elliott Greenleaf to:

   (a) advise the Debtors regarding adversary proceedings to be
       commenced on behalf of the Debtors' estates;

   (b) act as Delaware special litigation and conflicts counsel
       for the Debtors in the adversary proceedings; and

   (c) perform all other necessary legal services in connection
       with the Chapter 11 cases and the adversary proceedings as
       requested by the Debtors or their bankruptcy counsel.

Elliott Greenleaf will be paid at these hourly rates:

       Rafael X. Zahralddin-Aravena,
         shareholder, director and chair    $610
       Shelley A. Kinsella, shareholder     $450
       Eric M. Sutty, of counsel            $450
       Jonathan Stemerman, Sr. Associate    $375
       Jennifer L. Ford, paralegal          $225
       Ian D. Densmore, paralegal           $225
       Sandra I. Roberts, paralegal         $225

Elliott Greenleaf will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Rafael X. Zahralddin-Aravena, chair of the National Commercial
Bankruptcy Practice of Elliott Greenleaf, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Dec. 19, 2013, at 11:00 a.m.  Objections, if any,
are due Dec. 12 at 4:00 p.m.

Elliott Greenleaf can be reached at:

       Rafael X. Zahralddin-Aravena, Esq.
       ELLIOTT GREENLEAF
       1105 North Market St., Suite 1700
       Wilmington, DE 19801
       Tel: (302) 384-9400
       Fax: (302) 384-9399
       E-mail: rxza@elliottgreenleaf.com

                      About Blitz U.S.A.

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

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

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

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

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

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

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

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


BLUESTEM BRANDS: Moody's Says Term Loan Upsizing is Credit Neg.
---------------------------------------------------------------
Moody's Investors Service said that Bluestem Brands, Inc.'s
announcement that it is upsizing its proposed senior unsecured
term loan due 2018 from $200 million to $225 million is credit
negative but will not have any immediate impact on its B2
Corporate Family Rating or its stable ratings outlook. The
increase will also not affect the B2 rating assigned to the
proposed term loan. Proceeds from the proposed term loan and
balance sheet cash will be used primarily to fund distributions to
its shareholders.

Headquartered in Eden Prairie, MN, Bluestem Brands, Inc. is a
multi-brand online retailer of name brand and private label
general merchandise to low to middle income consumers, with three
core brands, Fingerhut, Gettington.com and PayCheck Direct.
Revenue exceeded $750 million for the twelve months ended
August 2, 2013. Major investors in the company include Bain
Capital Ventures and Battery Ventures.


BNP OIL & GAS: Court Rejects Bid to Set Aside Seashore Settlement
-----------------------------------------------------------------
Judge Richard S. Schmidt denied Paul Black's "Motion to Set Aside
a Settlement Agreement" in the Chapter 7 cases of BNP Oil & Gas
Properties, Ltd. and BNP Petroleum Corporation.

In June 2010, the Chapter 7 Trustee filed a lawsuit against
Seashore Investments Management Trust, Paul Black and certain
Black Entities for fraudulent transfers, conversion, breach of
fiduciary duty, turnover of estate property, equitable
subordination and aiding and abetting.  The Trustee later entered
into two different settlements -- (1) a deal with Mr. Black for a
transfer of his interests in the Black Entities to the Trustee and
share with the Debtors 10% of the net proceeds from the operations
of those entities, and (2) a deal with Seashore for the sale of
all claims against Mr. Black, et al., to Seashore and a release of
disputes between the Trustee and Seashore, in exchange for a cash
consideration from Seashore to the Trustee.  The Court later
approved the Seashore Settlement but disapproved the other
settlements.

Mr. Black's "Motion to Set Aside" alleges that the Bankruptcy
Court's approval of the Seashore Sale Agreement was fraudulently
obtained after Seashore concealed from the Bankruptcy Court that
Seashore and its attorneys: (1) were seeking a turnover order from
the Nueces County Court at Law No. 3 that would illegally convey
ownership of certain Black Entities directly to Seashore; (2) had
entered into an agreement with the Canales Group, who oversaw the
Black children's trust, whereby Seashore would convey to them 10%
of its recoveries from Black on the Arbitration Award; and (3) had
convinced a limited partner of Black to breach fiduciary duties to
Black by agreeing not to assist Black but to instead affirmatively
provide Seashore with material assistance in its collection
efforts.

In a Oct. 1, 2013 Memorandum Opinion and Order available at
http://is.gd/GHPvlSfrom Leagle.com, Judge Schmidt found that the
Motion to Set Aside was untimely filed.  Moreover, the Court found
that Mr. Black's claims do not appear to be true.

                        About BNP Oil & Gas

An involuntary chapter 7 bankruptcy petition was filed against BNP
Petroleum Corporation on April 3, 2009.  The alleged Debtor moved
to convert the case to Chapter 11, which the Court granted.  An
order for relief under Chapter 11 of the Bankruptcy Code was
entered on August 5, 2009.  BNP Oil & Gas Properties, Ltd. then
filed a voluntary chapter 11 petition on Sept. 22, 2009.

The cases are jointly administered under Case No. 10-02048 (Bankr.
S.D. Texas), and were converted to chapter 7 for cause on Oct. 13,
2010.  Michael B. Schmidt was appointed as Chapter 7 Trustee.


BONDS.COM GROUP: FINCA CFO and Growth Advisors CEO Named to Board
-----------------------------------------------------------------
Eugene Lockhart resigned as a member of the Board of Directors of
Bonds.com Group, Inc., effective Nov. 25, 2013, due to other time
commitments.  Mr. Lockhart was also a member of the Company's
Corporate Governance and Nominating Committee.

The Board elected John Simmons, Jr., and Philip Goodeve to fill
two open director seats, effective Nov. 27, 2013.

Mr. Goodeve has over 25 years of experience in the global capital
markets and has been a corporate finance consultant since 2009.
He has led over 100 change of control transactions, 10 IPOs and 15
turnarounds.  Most recently, Mr. Goodeve was chief financial
officer of FINCA International Inc., one of the largest
microfinance banking groups in the world, with operations in 21
countries.

Mr. Simmons is the chief executive officer of Growth Advisors,
LLC.  He is an accomplished business leader with significant
operations, finance, and board experience in growth-oriented
companies.  Mr. Simmons served on the Board of Directors for
Lifestyle Family Fitness, and also as its president and chief
executive officer.  Mr. Simmons served as president of Quantum
Capital Partners, a private equity firm that invested in growth
companies in the consumer services, internet and software
industries.  Mr. Simmons is a CPA who was with KPMG Peat Marwick
where he audited Publix Super Markets, Jabil Circuit, Danka
Business Systems, and Checkers Drive-In Restaurants.  He was also
was partner in-charge of the Private Business Advisory Services
and High Technology Practices for the West Coast of Florida.

Mr. Simmons and Mr. Goodeve will each enter into the standard
Company director Indemnification Agreement, whereby the Company
agrees to indemnify, defend and hold its directors harmless from
and against losses and expenses incurred as a result of their
board service, subject to the terms and conditions provided in the
agreement.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.

EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BRICKMAN GROUP: Moody's Rates $735MM First Lien Term Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Brickman Group
Holdings, Inc.'s proposed $735 million first lien senior secured
term loan due 2020, a B1 rating to $110 million first lien senior
secured revolving credit facility due 2018, and a Caa1 rating to
$235 million second lien senior secured term loan due 2021.
Brickman's B2 corporate family rating and B2-PD probability of
default rating were affirmed. The rating outlook is stable.

The new term loan and revolving credit facilities are being
established in conjunction with the leveraged buyout of Brickman
Group by the equity sponsor Kohlberg Kravis Roberts & Co L.P.
("KKR"), announced in November 2013. The acquisition is valued at
$1.7 billion and will be funded with $970 million of senior
secured term loan proceeds and a $724 million equity investment
from KKR.

The following rating actions were taken:

$110 million first lien senior secured revolving credit facility
due 2018, assigned B1 - LGD3, 40%;

$735 million first lien senior secured term loan facility due
2020, assigned B1 - LGD3, 40%;

$235 million second lien senior secured term loan facility due
2021, assigned Caa1 -- LGD6, 90%;

Corporate family rating, affirmed at B2;

Probability of default rating, affirmed at B2-PD;

Rating outlook is stable.

Ratings Rationale:

The company's B2 corporate family rating reflects its high pro
forma adjusted debt to EBITDA leverage of 6.8x, low profitability
and weak interest coverage metrics, relatively small revenue size
and limited business diversity. The company has historically
engaged in leveraged recapitalizations and cash financed
acquisitions, thus maintaining its elevated debt leverage, despite
its long term cash generation track record. Moody's expects
Brickman to remain acquisitive in future periods, and to continue
to follow a cycle of debt reduction and re-levering.

Brickman's credit profile is supported by its leading position in
commercial landscape maintenance, recurring and somewhat
recession-resistant revenue stream, relatively stable operating
profits and margins, and consistent free cash flow generation.

The stable outlook presumes that Brickman will continue to
demonstrate stability and modest improvement in its operating
performance, apply free cash flow to debt reduction, and maintain
adequate liquidity.

The company's liquidity is supported by full availability under
its newly established $110 million first lien senior secured
revolving credit facility, consistent free cash flow generation
throughout various economic cycles, and lack of debt maturities
until 2018. Liquidity, however, is constrained by Brickman's thin
pro forma cash balance of $15 million, and the need to maintain
compliance with its credit agreement springing first lien leverage
financial covenant, which applies if more than 30% of the facility
is utilized. In Moody's view, the company should be able to
maintain compliance with this covenant over the next 12 to 18
months.

The company's first lien senior secured term loan and revolving
credit facilities are notched one level above its B2 corporate
family rating, while its second lien senior secured term loan
facility is notched two rating levels below, reflective of the
latter's less advantaged collateral package compared to the first
lien senior secured debt.

Brickman's ratings could be considered for an upgrade if its
adjusted debt-to-EBITDA leverage declined below 4.0x and EBIT-to-
interest improved above 2.0x, and the company's financial policies
supported maintaining such levels.

The ratings could be downgraded if the company's adjusted debt-to-
EBITDA leverage remained above 6.0x beyond 2014, if profitability
declined substantively or if liquidity deteriorated.

Brickman Group Holdings, headquartered in Gaithersburg, MD, is a
provider of landscape maintenance, landscape construction and
enhancement, and snow removal services. The company serves
national and regional commercial customers in 28 states through a
network of 150 branches.


BRICKMAN GROUP: S&P Assigns 'B' CCR & Rates New $845MM Debt 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Maryland-based The Brickman Group Ltd. LLC.  The
outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating to the
company's proposed $735 million secured first-lien term loan and
$110 million secured first-lien revolving credit facility, with a
recovery rating of '3', indicating its expectation of meaningful
recovery (50%-70%) for debt holders in the event of a default.

In addition, S&P assigned its 'CCC+' rating the company's proposed
$235 million secured second-lien term loan, with a recovery rating
of '6', indicating its expectation of negligible (0% to 10%)
recovery in the event of a payment default.

"We are assigning ratings to Brickman in conjunction with its
pending acquisition by financial sponsor Kohlberg Kravis Roberts &
Co L.P.," said Standard & Poor's credit analyst Linda Phelps.

KKR will acquire Brickman for roughly $1.6 billion in a leveraged
transaction that S&P expects will close by year-end 2013.
Although the financial sponsor will be making a meaningful cash
equity contribution (roughly 45% of the purchase price), S&P
estimates that leverage will increase upon completion of the
transaction due to higher debt levels.  As such, S&P assess the
company's financial risk profile as "highly leveraged" given weak
credit metrics following the transaction.

"We assess the company's business risk profile as "weak,"
incorporating our view that the company's business focus will
remain narrow, it will continue to be vulnerable to changes in
weather and the economy, and our opinion that the landscaping
sector's barriers to entry will remain low, especially at the
local level," S&P said.

S&P's rating outlook on Brickman is stable.  S&P expects leverage
to decline modestly to the mid-6x area over the next year as a
result of EBITDA growth and modest debt reduction.


BROWN MEDICAL: Court Established Dec. 31 as Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
established Dec. 31, 2013, as the deadline for any individual or
entity to file proofs of claim against Brown Medical Center, Inc.

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

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.


BROWN MEDICAL: Sec. 341 Meeting of Creditors on Dec. 17
-------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of creditors
in the Chapter 11 case of Brown Medical Center, Inc., on Dec. 17,
2013, at 1:00 p.m. The meeting will be held at Houston, 515 Rusk
Suite 3401.

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

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.


BROWN MEDICAL: Files Amended List of Top 20 Unsecured Creditors
---------------------------------------------------------------
Brown Medical Center, Inc., submitted to the Bankruptcy Court an
amended list that identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                  Nature of Claim        Claim Amount
  ------                  ---------------        ------------
NexCore                   Lease Payment              $990,000
1621 18th Street,
Suite 250
Denver, CO 80202

CBS Outdoor               Trade Payable              $607,391
P.O Box 33074
Newark, NJ 07188-0074

Fox Sports Southwest      Trade Payable              $438,931
3804 Collection Center Dr
Chicago, IL 60693

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

                         http://is.gd/37kVfw

                         About Brown Medical

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

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.


BUILDERS GROUP: CPG Has Green Light to Foreclose on Cupey Mall
--------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte in Puerto Rico terminated the
automatic stay in the Chapter 11 case of Builders Group &
Development Corp. to allow CPG/GS PR NPL, LLC, to complete
foreclosure on the Debtor's Cupey Professional Mall.

The Court finds that the Debtor has not provided adequate
protection for CPG's security interest in post-petition rents
which must be determined in their own right.

During the hearing, the Debtor offered monthly adequate protection
payments of $17,775 for the real estate property.  The figure of
$17,775 was calculated by using $6.6 million as the fair market
value of the property and 3.05% as the interest rate.

The court notes that the monthly adequate protection payment
results in $16,775 not $17,775.  However, the Debtor vaguely
addressed the adequate protection for the use of the rents (CPG's
cash collateral) by stating that it would post a bond.  Jorge Rios
Pulpeiro, who is in charge with the mall's administration, stated
that the funds for the bond would originate from private investors
in Miami. The court finds that the Debtor did not offer adequate
protection at the Hearing for the post-petition rents since
Builders Group did not provide a monthly payment amount or a
concrete amount for CPG's interest in the rents.

"The court has been placed almost in the same position as for the
determination of whether Builders Group was providing adequate
protection for the use of the real property and the post-petition
rents. The only difference being the Debtor's promise to post a
bond that would be funded from some unnamed private investors in
Miami.  However, no written document or additional information was
provided to the court regarding the bond," the bankruptcy judge
said.

On Nov. 22, 2013, Builders Group, subsequent to the Hearing, filed
a Motion to Consign Funds for Provision of Adequate Protection by
which it consigned with the court a check for $233,750 to provide
adequate protection to CPG over a period of 10 months resulting in
a monthly payment of $23,375.  Builders Group detailed in its
Proposed Findings and Conclusions that this monthly adequate
protection is for both the adequate protection for the real estate
collateral with a value of $6.6 million and an interest rate of
3.05% which results in a monthly payment of $16,775 and $6,600.00
for the monthly adequate protection payment for the use of the
post-petition rents.

Builders Group did admit it "lacks equity in the Cupey Mall".

At the Hearing, Builders Group also did not provide an appraisal
report of the Cupey Professional Mall to rebut CPG's position that
the fair market value of the mall as of Nov. 14, 2013 is $6.6
million.

Builders Group included CPG in its Schedule D -- Creditors Holding
Secured Claims -- as a secured creditor of two mortgage loans from
08/10/2011, which amount to $9,400,000.  The Debtor listed the
value of the property subject to the mortgage lien in the amount
of $11,900,000.  The Debtor did not provide any evidence at the
hearing to support the listed value of the commercial property.

CPG filed a proof of claim on August 26, 2013, in the amount of
$23,057,297.28 including its secured portion of $8,731,063.00 (the
remaining $14,326,34.28 are listed as unsecured).

Taking into account the fair market value of the property for $6.6
million, the bankruptcy judge said the stipulated value by the
parties for the cash collateral hearing in the amount of
$8,731,063 (which is the amount listed as secured by CPG in its
proof of claim #11-1), and the CRIM's secured claim in the amount
of $1,472,952 there is clearly no equity in the property.

According to the judge, at this juncture, the court finds that the
Debtor's monthly rental income is difficult to determine due to
various factors: (i) non-recurring items such as payment of
$72,000.00 from a tenant (Cupey Bowling); (ii) many of the lease
contracts have lapsed and there is no record of the existing
current leases that have a valid lease contract (agreement); (iii)
Mr. Rios Pulpeiro testified that there are 27 leases of which 22
are currently paying the rent and that these 22 leases generate
monthly $78,000 to $80,000; (iv) Mr. del Rio testified that CPG
has received pre-petition monthly rent payments on average in the
amount of $35,000 to $40,000; and (v) the total funds as of
September 30, 2013 in the Debtor's account and monies consigned in
the court total $157,980 including the $72,000 non-recurring item.

The court also finds that the Debtor does not generate sufficient
rental income from the mall to be able to pay its monthly
operating expenses, the adequate protection payments, and fund the
necessary improvements to the mall in order to increase the
occupancy rate of the mall and generate more income. Moreover, the
Debtor was expecting the $400,000 renewal fee from Wendy's to fund
the mall's maintenance and necessary improvements but pursuant to
Franco Gonzalez's testimony, Wendy's will not pay the renewal fee
if Mr. Rios Pulpeiro remains administering the mall. Lastly, the
Debtor did not submit or propose a sketch of a reorganization plan
to demonstrate that reorganization is realistically possible.

A copy of the Court's Nov. 27, 2013 Opinion and Order is available
at http://is.gd/UFMv5afrom Leagle.com.

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, and Monge Robertin &
Asociados Inc. serve as the Debtor's CPA/Insolvency and
Restructuring Advisor.


BURCAM CAPITAL II: Court Strikes Bid to Dismiss Suits v. CWCapital
------------------------------------------------------------------
Judge A. Thomas Small denied motions to dismiss two lawsuit
against CWCapital Asset Management, LLC, as servicer of loans
obtained by debtor Burcam Capital II, LLC.

The adversary proceedings were brought by Debtor Burcam Capital
II, LLC, for breach of good faith and fair dealing, an accounting
and an objection to claim against US Bank N.A., Bank of America,
and CWCapital Asset Management.  The complaints also seek to
recover for unfair and deceptive trade practices against
CWCapital.

Burcam owns commercial real property containing retail and office
units at 510 Glenwood Avenue in Raleigh, North Carolina. The
property is security for two loans, one in the original amount of
$12,982,900 and the second in the original amount of $806,000. The
larger loan is owned by a trust (Commercial Mortgage Trust 2004-
GG1) administered by U.S. Bank as trustee, and the smaller loan is
owned by a trust (Commercial Mortgage Trust 2004-C1) administered
by Bank of America, N.A. Both loans are now being serviced by
CWCapital as a special servicer.  CWCapital filed two proofs of
claim, one in the amount of at least $14,014,329 on behalf of US
Bank as trustee for the larger loan (Proof of Claim #5) and one in
the amount of at least $1,115,569.43 on behalf of Bank of America
as trustee for the smaller loan.

Under the complaints, Burcam contends that CWCapital as special
servicer has breached its obligation of fair dealing towards
Burcam and that CWCapital has taken actions to obtain the debtor's
property for itself.

In Oct. 1, 2013 Orders available at http://is.gd/fD199uand
http://is.gd/k47BJGfrom Leagle.com, Judge Small found that the
plaintiff has pleaded allegations that plausibly give rise to an
entitlement to relief against the defendants.

The lawsuits are (1) BURCAM CAPITAL II, LLC, Plaintiff, v. US BANK
NATIONAL ASSOCIATION, as Successor-in-interest to Bank of America,
N.A., as Trustee, Successor by merger to LaSalle Bank National
Association, as Trustee for the REGISTERED HOLDERS OF GREENWICH
CAPITAL COMMERCIAL FUNDING CORP., COMMERCIAL MORTGAGE TRUST 2004-
GG1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-
C1, and CWCAPITAL ASSET MANAGEMENT, LLC, Defendants, Adv. Proc.
No. 13-00064-8 (Bankr. E.D.N.C.); and (2) BURCAM CAPITAL II, LLC,
Plaintiff, v. BANK OF AMERICA, N.A.,Successor by merger to LaSalle
Bank National Association, as Trustee for the REGISTERED HOLDERS
OF MEZZ CAP COMMERCIAL MORTGAGE TRUST, COMMERCIAL MORTGAGE PASS-
THROUGH CERTIFICATES, SERIES 2004-C1, and CWCAPITAL ASSET
MANAGEMENT, LLC, Defendant, Case No. 13-00063-8 (Bankr. E.D.N.C.).

                      About Burcam Capital

Owned by Raleigh, N.C. developer Neal Coker, Burcam Capital II
LLC filed for Chapter 11 protection (Bankr. E.D.N.C. Case No.
12-04729) on June 28, 2012.  Judge J. Rich Leonard presides over
the Company's case.  Burcam Capital II listed both assets and
liabilities of between $10 million and $50 million in its filing.


CAMABO INDUSTRIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Camabo Industries, Inc.
        383 Oakley Avenue
        Elmont, NY 11003

Case No.: 13-76086

Chapter 11 Petition Date: December 3, 2013

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

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE ET AL
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6399
                  Fax: (212) 956-2164
                  Email: amg@robinsonbrog.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Boris Gonzalez, president.

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


CBS I: Court Confirms Fourth Amended Plan of Reorganization
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada entered, on
Nov. 21, 2013, an order confirming CBS I, LLC's Fourth Amended
Plan of Reorganization filed Nov. 6, 2013.

A copy of the plan confirmation order is available at:

             http://bankrupt.com/misc/cbsi.doc302.pdf

As reported in the TCR on Nov. 13, 2013, the Debtor filed with the
Bankruptcy Court on Nov. 6, 2013, a fourth amended disclosure
statement describing its Chapter 11 Plan of Reorganization, a copy
of which is available at http://bankrupt.com/misc/CBS_I_4ds.pdf

The Fourth Amended Disclosure Statement defined an additional
term, "grace period."  It refers to the period of time from the
payment due date that the Debtor may make a payment without
triggering any applicable default or cure provisions.  The Debtor
has a grace period of 5 days, or through the 15th day of each
month, to make monthly payments to its U.S. Bank Secured Loan.

Terms of the Plan were previously reported in the Troubled Company
Reporter on Oct. 1, 2013.  Under the Plan filed in the Debtor's
case, holders of other general unsecured claims will receive
payment of 100% of their claims to be paid in six months after
entry of the confirmation order with simple interest at a rate
of 3%.

                          About CBS I, LLC

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing 206,474 net square
feet or 4.74 acres, located at 10100 West Charleston Boulevard, in
Las Vegas, Nevada.  The Debtor is owned by Jeff Susa (25%),
Breslin Family Trust (25%), M&J Corrigan Family Trust (25%) and
S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Larson & Zirzow LLC has replaced Marquis Aurbach Coffing as the
Debtor's general bankruptcy counsel after one of its lawyers
involved in the case, Zachariah Larson, Esq. --
zlarson@lzlawnv.com -- moved to form his own law firm.  Dimitri P.
Dalacas, Esq., at Flangas McMillan Law Group, in Las Vegas,
represents the Debtor as special counsel.


CENGAGE LEARNING: Doesn't Want Creditors in Lender-Lien Suit
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cengage Learning Inc.'s unsecured creditors'
committee wants to pursue claims against first-lien lenders that
neither the college textbook publisher nor the noteholders agree
are valid.

According to the report, although Cengage has a reorganization
plan up for approval at a Feb. 24 confirmation hearing, how
creditors fare depends on whether there are defects in liens
underpinning the secured lenders' collateral.

A bankruptcy judge in Brooklyn, New York, was scheduled to hold a
hearing on Dec. 3 to decide whether the official committee of
unsecured creditors' can intervene in the lawsuit Cengage filed to
invalidate a lien on a $273.9 million in a money-market account.

The committee wants to go a step further by alleging that the
lenders' liens are invalid on 15,500 copyrights. The lenders
called the contention about copyright "frivolous." Cengage said
mounting an attack on the validity of copyright liens would be
"frivolous and wasteful."

The company said the creditors' claim is based on the notion that
the lenders' filings with the Copyright Office didn't comply with
regulations. Cengage said, in substance, that the lenders' lien
filings complied with copyright law and that the regulations don't
govern.

The bankruptcy judge has approved disclosure materials allowing
creditors to vote on the Chapter 11 reorganization plan, which
could be implemented regardless of whether the lien-validity
dispute is resolved. The parties are in mediation to obviate
continuing lawsuits.

The plan is designed to reduce debt for borrowed money by $4.3
billion. Assuming their liens are all valid, senior secured
creditors will take the new equity and a $1.5 billion term loan.

                      About Cengage Learning

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

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

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

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

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


CLEAR CHANNEL: Moody's Rates Proposed $1-Bil. Term Loan 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Clear Channel
Communications, Inc.'s proposed $1 billion Term Loan E due July
2019. The Ca rating for the Senior Unsecured Notes due February
2021 is unchanged following the add on exchange offer. Clear
Channel's Corporate Family Rating (CFR) is also unchanged at Caa2.
The outlook remains Stable.

The company has announced an amendment to its current credit
facilities to exchange $1 billion of its $3.2 billion in term loan
B & C's which mature in January 2016, into a new term loan E that
matures three and half years later in July 2019. The security and
guarantee package is expected to be identical to the existing term
loans. While the final price has not been determined as of this
press release, the term loan E is offered at L+750 compared to
L+365 on the existing B &C tranche. There would be no required
amortization and in the case of any mandatory prepayments to the
bank loans, any paydowns would be applied first to the 2016 bank
facilities. The maintenance covenant of the existing terms loans
will be extended out to the term loan E's maturity date.

The add-on notes issued under the same indenture as the existing
2021 Senior Unsecured Notes are being issued in exchange for the
10.75% Senior Unsecured notes and 11%/11.75% Senior Unsecured
Toggle notes due in August 2016 and would extend the maturity 4
1/2 years and pay interest of 14% (12% cash and 2% PIK). Holders
who exchange their 2016 notes would receive 1,100 of new notes for
every 1,000 tendered if submitted by the early tender date of
December 9, 2013. The guarantee package is identical to the
existing notes.

A summary of actions are as follows:

Clear Channel Communications, Inc

  $1.0 billion Term Loan E due July 2019, Assigned a Caa1 (LGD2,
  20%) rating

  Senior Unsecured Notes due February 2021, unchanged at Ca (LGD4,
  62%)

  Corporate Family Rating, unchanged at Caa2

  Probability of Default Rating, unchanged at Caa3-PD

  Outlook, remains Stable

Ratings Rationale:

The company's Caa2 corporate family rating (CFR) reflects the very
high leverage levels of 11.9x on a consolidated basis as of Q3
2013 (excluding Moody's standard lease adjustments), weak free
cash flow, and interest coverage of 1.2x which will be further
pressured by higher interest rates from refinancing or extensions
of its debt maturities. While the extension and exchange of a
substantial amount of debt during 2013 is positive, the increase
in interest rates will leave the company vulnerable to a slowdown
in the economy given the heightened sensitivity that its radio and
outdoor businesses have to consumer spending. The combination of
higher interest rates and lower EBITDA in the event of a future
economic downturn could materially impair its interest coverage
and liquidity position. In addition, there are secular pressures
on its terrestrial radio business that could weigh on results as
competition for advertising dollars and listeners are expected to
increase going forward. Also incorporated in the rating, is the
expectation that leverage will remain high over the rating horizon
compared to the underlying asset value of the firm.

In the first half of 2013, CCU issued $6.8 billion of debt to
extend the 2014 and 2016 debt maturities and reduced its 2016 debt
maturity wall from $10.1 billion to $4.3 billion prior to the
currently proposed extension. Relatively minimal amounts of near
term debt maturities and the substantial progress made increase
dramatically the probability that the company will be able to
extend or refinance the remaining amount of 2016 debt. Despite the
company's highly leveraged balance sheet, Clear Channel possesses
significant share, geographic diversity and leading market
positions in most of the 150 markets in which the company
operates. The credit also benefits from its 88% ownership stake in
Clear Channel Outdoor (CCO) which is one of the largest outdoor
media companies in the world, although it is not a guarantor to
Clear Channel's debt. Its outdoor assets generate attractive
EBITDA margins, good free cash flow, and are expected to benefit
from digital billboards that offer higher revenue and EBITDA
margins than static billboards. The company's strong positions in
radio and outdoor and recent sales initiatives have allowed it to
grow its national ad sales at above average levels. However,
Moody's expects that leverage will remain high over the next
several years and the company will remain poorly positioned to
withstand another economic downturn in the future.

The SGL-3 liquidity rating reflects the company's adequate
liquidity profile. Clear Channel benefits from its $711 million
cash balance as of Q3 2013 (which includes $419 million held at
CCO) and the absence of any material near-term debt maturities.
While Moody's expects free cash flow to be slightly negative in
2014 pro-forma for the proposed transaction, the company could
reduce its capex if necessary and has additional liquidity options
if needed. While the company recently put in place a $75 million
revolver at CCO that will free up additional cash, it could issue
additional debt at that entity. Through its unrestricted
subsidiaries the company owns $422 million of senior notes that
could be sold to raise liquidity if needed. Given the size and
diverse range of assets as well as the flexibility of its debt
agreements, there are a wide range of other levers the company can
exercise to generate added liquidity. Other options include
selling shares of CCO, or other radio and outdoor assets. While a
sale of radio assets would likely increase leverage given the
multiples that radio assets trade for, it would still be a source
of liquidity if conditions warranted. The company is working to
improve the working capital efficiency of the firm that could also
help its liquidity. Clear Channel benefits from its Corporate
Services Agreement with CCO that allows for free cash flow
generated at CCO to be up streamed to Clear Channel. There is a
revolving promissory note due from Clear Channel to CCO of $945
million as of Q3 2013, but a recent settlement with some
shareholders required a $200 million repayment of the loan. CCU
received 88% of the proceeds through its holdings in CCO. While
still a source of liquidity for CCU, the settlement reduces the
attractiveness of the revolving promissory note and increases the
odds that balances over $1 billion could lead to an additional
repayment with 12% of the repayment being paid out to CCO's public
shareholders.

Clear Channel's $535 million ABL revolver matures in December
2017, but the maturity date will change to October 31, 2015 if
greater than $500 million of the term loan facilities are
outstanding one day prior to that date and May 3, 2016 if greater
than $500 million of its 2016 senior notes are outstanding one day
prior. $247 million was drawn on the facility as of Q3 2013. The
company has a substantial cushion under its secured leverage
covenant of 9.25x as of Q3 2013 (which excludes the senior notes
at Clear Channel Worldwide Holdings, Inc (CCW)). The covenant
level steps down to 9x at the end of December 2013, and 8.75x at
the end of December 2014. The current secured leverage metric
defined by the terms of the credit agreement, is calculated net of
cash, at 6.3x as of Q3 2013. This represents a cushion in excess
of 28% compared to the senior secured leverage covenant even after
the covenant steps down to 8.75x at the end of 2014. The company
has the ability to buy back its term loans through a Dutch auction
and repurchase up to $200 million of junior debt which matures
before January 2016.

The stable outlook reflects Moody's expectation for modest revenue
and EBITDA growth in the low single digits next year which will
allow Clear Channel to delever modestly to approximately 11.5x
(excluding Moody's standard lease adjustments) by the end of 2014.
The near term maturity schedule is very manageable despite weak
free cash flow, given the liquidity options available to a firm of
this size so Moody's doesn't foresee any near term issues for the
company barring a material decline in the economy or a dramatic
secular change in the radio industry.

A sustained improvement in revenue, EBITDA, and free cash flow
that led to a reduction in leverage to well under 10x with
improved enterprise values could lead to an upgrade. Additional
progress extending the 2016 debt maturities would also be needed
so that the company was well positioned to address its debt
maturity profile.

The rating could be lowered if EBITDA were to materially decline
due to economic weakness or if secular pressures in the radio
industry escalate so that leverage increases back above 13x and
valuations for the radio assets declined. Ratings would also be
lowered if a default or debt restructuring is imminent due to
inability to extend or refinance material amounts of the company's
debt.

Clear Channel Communications, Inc. with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in mobile and on-demand entertainment and information
services for local communities and for advertisers. The company's
businesses include digital music, radio broadcasting and outdoor
displays (via the company's 88% ownership of Clear Channel Outdoor
Holdings Inc. ("CCO")). Clear Channel's consolidated revenue for
the LTM period ending Q3 2013 was approximately $6.2 billion.


CLEAR CHANNEL: S&P Rates $1 Billion Sr. Secured Loan 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned San Antonio, Texas-
based Clear Channel Communications Inc.'s proposed extended
$1 billion senior secured term loan E due 2019 an issue-level
rating of 'CCC+', with a recovery rating of '3'.  The '3' recovery
rating indicates S&P's expectations for meaningful (50% to 70%)
recovery in the event of a payment default.

The company is also exchanging any and all of its senior notes due
2016 for additional senior notes due 2021 at 110% of exchanged par
value.  The issue-level rating on the senior notes due 2021
remains 'CCC-', with a recovery rating of '6'.  The '6' recovery
rating indicates S&P's expectation for negligible (0% to 10%)
recovery in the event of a payment default.

The proposed transactions reduce 2016 maturities to $2.865 billion
from $4.265 billion.  This reduction assumes 50% participation on
the note exchange.  Leverage remains extremely high, at roughly
12x, as of Sept. 30, 2013, and largely unchanged by the
transaction.

The rating on parent company CC Media Holdings Inc. reflects the
risks surrounding the long-term viability of its capital
structure.  The interest rate on the proposed term loan is nearly
4% higher than the interest rate on the company's existing term
loans.  The senior note cash interest rates are about 1% higher.
S&P expects that EBITDA coverage of interest will remain in the
very low-1x area in 2014.  S&P still views a significant increase
in the average cost of debt or deterioration in operating
performance--whether for cyclical, structural, or competitive
reasons--as major risks as CC Media deals with its maturities over
the next few years, and S&P believes that additional equity may be
needed for the company to maintain the existing capital structure.

RATINGS LIST

Clear Channel Communications Inc.
CC Media Holdings Inc.
Corporate Credit Rating            CCC+/Negative/--

New Rating

Clear Channel Communications Inc.
Senior Secured
  $1B term loan E due 2019          CCC+
   Recovery Rating                  3


COMMUNITY HOME: EFP and BHT Oppose Hiring of Special Counsel
------------------------------------------------------------
Edwards Family Partnership and Beher Holdings Trust object to
Community Home Financial Services Inc.'s application to employ as
special counsel, David Mullin of Amarillo, Texas, and request that
the U.S. Bankruptcy Court deny the motion or hold it in abeyance
pending the outcome of the motion to appoint trustee.

The Debtor seeks permission to retain David Mullin, an out of
state attorney, as special counsel and request that the Court
approve a postpetition $50,000 retainer with the rate of $325 an
hour.

EFP and BHT, which claim to hold 99.9% of the claims in the
Chapter 11 case, say that employment of counsel from out-of-state
will necessarily increase the administrative costs of this case
and there has been no showing that additional counsel, if
necessary, could not be obtained from Mississippi.

EFP and BHT contend that at a minimum, the Court should hold this
application in abeyance pending the hearing on the motion to
appoint a trustee in this case.

EFP and BHT's counsel are:

         Jim F. Spencer, Jr., Esq.
         Louis B. Lanoux, Esq.
         WATKINS & EAGER PLLC
         Post Office Box 650
         Jackson, MS 39205-0650
         Tel: (601) 965-1900
         Fax: (601) 965-1901
         E-mail: jspencer@watkinseager.com
                 llanoux@watkinseager.com

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

Derek A. Henderson, Esq., Jonathan Bisette, Esq., and Roy Liddell,
Esq., of Wells, Marble & Hurst, PLLC, serve as counsel to the
Debtor.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.


CONSOLIDATED COMMUNICATIONS: S&P Rates $985MM Secured Debt 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Consolidated Communications
Inc.'s proposed $985 million senior secured credit facilities,
consisting of a seven-year $910 million term loan B and a five-
year $75 million revolving credit facility.  The '2' recovery
rating indicates S&P's expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default.

S&P expects the company will use proceeds to refinance its
existing senior secured credit facilities.  As a result, S&P
expects debt leverage to remain largely unchanged, while interest
expense could modestly decline depending on the pricing.  The
senior secured credit facilities are guaranteed by the borrowers'
parent holding company, Consolidated Communications Holdings Inc.,
and all existing and future direct and indirect material
subsidiaries, other than certain regulated entities.  Financial
covenants will remain unchanged, and include a maximum 5.25x total
net leverage ratio and a 2.25x minimum interest coverage ratio.

S&P's 'B+' corporate credit rating and stable outlook on parent
Consolidated Communications Holdings Inc. remain unchanged.  For
the complete credit rating rationale, see the summary analysis on
Consolidated, published May 29, 2013, on RatingsDirect.

RATINGS LIST

Consolidated Communications Holdings Inc.
Corporate Credit Rating                    B+/Stable/--

New Rating
Consolidated Communications Inc.
$910 mil. term loan B
$75 mil. revolver
Senior Secured                             BB-
  Recovery Rating                           2


CORNERSTONE HOMES: Committee Wants Chapter 11 Trustee to Take Over
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cornerstone
Homes, Inc., on Nov. 22 filed a motion asking the U.S. Bankruptcy
Court to direct the appointment of one disinterested person as the
Chapter 11 trustee.

The Committee avers that "cause" for the appointment of a trustee
exists in the Debtor's case.  Between January 2009 and December
2010, the Debtor appears to have borrowed in excess of $10 million
from banks and individual lenders.  David L. Fleet, the sole
shareholder, officer, and director of the Debtor, made material
misrepresentations to the individual lenders by advising them that
the funds loaned to the Debtor would be used to purchase and
rehabilitate single family homes in furtherance of the Debtor's
business.  Instead, Fleet caused the Debtor to invest at least
$4.2 million of cash and loan proceeds from banks and individual
lenders in the stock market -- the same investment vehicle that
Fleet advised the individual investors to avoid.  As a result of
Fleet's securities trading, in 2009 and 2010, the Debtor suffered
investment losses totaling approximately $3 million.

The Committee adds that Fleet's misuse of the Debtor's funds
continued with respect to loan proceeds that the Debtor received.
The Debtor borrowed $1,784,419.27 from Lyons National Bank.
Rather than use the loan proceeds to repay individual lenders (as
was the purported purpose of the loan), Fleet caused the Debtor to
transfer the loan proceeds to investment accounts.  As a result of
various securities trades, Fleet lost approximately $900,000 of
the $1,450,000 that he traded.

Fleet, according to the Committee, caused numerous other
diversions and misuses of the Debtor's funds.  Among other things,
Fleet diverted $5,125,651 of the Debtor's funds to his personal
cash and investment accounts between January 2007 and March 2010.

The Committee says that a trustee will be able to adequately
investigate and prosecute claims arising from the transfers and
transactions between the Debtor and Fleet and other insiders.  It
notes that given that Fleet controls the Debtor's operations, an
investigation of such transfers is unlikely to occur in the
absence of an independent fiduciary.

A hearing on the motion has been scheduled for Dec. 12 at 1:00
p.m.  Objections are due Dec. 9.  Replies to the objections must
be served by Dec. 10.

Gregory J. Mascitti, the Committee's counsel, filed a declaration
in support of the Committee's motion.

The Committee's counsel can be reached at:

         Gregory J. Mascitti, Esq.
         LECLAIRRYAN, A PROFESSIONAL CORPORATION
         70 Linden Oaks, Suite 210
         Rochester, NY 14625
         Tel: (585) 270-2100
         Fax: (585) 270-2179

                      About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.  The company owns 728 properties, with approximately
400 subject to land contracts.

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

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a
7 percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan
Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink,
LLP, in Rochester, N.Y., serve as the Debtor's counsel.  The
Debtor has tapped GAR Associates to appraise a selection of its
properties to support the Debtor's liquidation analysis.

The bankruptcy judge in August 2013 entered an order adjourning
the hearing date on the Debtor's prepackaged plan indefinitely.
The plan proposes to pay secured creditors in full and proposes to
pay the unsecured creditors more than they would receive in a
liquidation sale of the Debtor's assets.  David L. Fleet, the
owner, would receive 100% of the stock of the Reorganized Debtor
in exchange for Fleet's "pledge" to provide up to $1 million to be
paid to unsecured creditors.  The official committee of unsecured
creditors and the U.S. Securities and Exchange Commission have
issues with the plan.


COSTA BONITA: Taps Fuentes Law as Special Counsel
-------------------------------------------------
Costa Bonita Beach Resort, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Fuentes
Law Offices, LLC, as special counsel.

Fuentes Law will represent the Debtor as to legal developments
that have arisen with DF Investments Inc. due to a breach of
contract in relation to the loan agreement dated Jan. 13, 2004.

Fuentes Law will be compensated on the basis of a 30% contingency
rate plus the reimbursement of filing fees and costs.

Fuentes Law will require the expert advice of Leroy Lewis, Esq.,
due to the nature of the complaint to be filed.  Fuentes Law
agreed to share the aforementioned contingency rate with Lewis in
equal parts, meaning 15% each.

Fuentes Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Alexis Fuentes-Hernandez, founder of Fuentes Law, 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.

Fuentes Law can be reached at:

       Alexis Fuentes-Hernandez, Esq.
       FUENTES LAW OFFICES, LLC
       P.O. Box 9022726
       San Juan, PR 00902-2726
       Tel: (787) 722-5215, 5216
       Fax: (787) 722-5206
       E-Mail: alex@fuentes-law.com

                        About Costa Bonita

Costa Bonita Beach Resort, Inc., owns 50 apartments at the Costa
Bonita Beach Resort in Culebra, Puerto Rico.  It filed a
bankruptcy petition under Chapter 11 of the Bankruptcy Code for
the first time (Bankr. D.P.R. Case No. 09-00699) on Feb. 3, 2009.
During this case, the Court entered an Opinion and Order finding
that the Debtor satisfied all three (3) prongs of the Single Asset
Real Estate, and, as such is a SARE case subject to 11 U.S.C. Sec.
362(d)(3). The Court also entered an Order modifying the automatic
stay to allow creditor DEV, S.E., to continue in state court
proceedings for the removal of the illegal easement and the
restoration of DEV, S.E.'s land to its original condition by the
Debtor.  The first bankruptcy petition was dismissed on May 10,
2011 on the grounds that the Debtor failed to comply with an April
21, 2011 Order and the Debtor's failure to maintain adequate
insurance.  The case was subsequently closed on Oct. 11, 2011.

Costa Bonita Beach Resort filed a second bankruptcy petition
(Bankr. D.P.R. Case No. 12-00778) on Feb. 2, 2012, in Old San
Juan, Puerto Rico.  In the 2012 petition, the Debtor said assets
are worth $15.1 million with debt totaling $14.2 million,
including secured debt of $7.8 million.  The apartments are valued
at $9.6 million while a restaurant and some commercial spaces at
the resort are valued at $3.67 million.  The apartments serve as
collateral for the $7.8 million while the commercial property is
unencumbered.

Bankruptcy Judge Enrique S. Lamoutte presides over the 2012 case.
Charles Alfred Cuprill, Esq., serves as counsel in the 2012 case.
The petition was signed by Carlos Escribano Miro, president.


CROSSOVER FINANCIAL: Beats Deadline, Files 5th Amended Plan
-----------------------------------------------------------
Crossover Financial I, LLC, filed its proposed Fifth Amended Plan
of Reorganization and an explanatory Disclosure Statement last
month.

The Debtor submitted another iteration of its plan documents after
the bankruptcy court denied the adequacy of the information in the
Fourth Amended Disclosure Statement.  The judge set a Nov. 20
deadline for the new plan documents.

A copy of the Fifth Amended Disclosure Statement dated Nov. 20,
2013, is available for free at:

    http://bankrupt.com/misc/Crossover_Financial_5th_DS.pdf

As of Dec. 3, 2013, a hearing on the new disclosures has not yet
been set.

According to the Disclosure Statement, the Plan provides for the
orderly liquidation of estate property and for payment of
creditors in a fair and equitable manner.  The Debtor will convey
estate assets, primarily the real estate, to the liquidating
trust.  The Debtor has withdrawn the proposed sale to Rivers
Development, Inc.  The liquidating trustee will determine the best
method for selling the property.  The Debtor is informed and
believes that Rivers still intends to pursue the purchase of the
property through the liquidating trust.

The Fifth Amended Plan clarifies that the Bankruptcy Court's
retention of jurisdiction extends to potential disputes that may
arise from the administration of the liquidating trust.

                    About Crossover Financial I

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located near Monument,
Colorado.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

An official unsecured creditors committee has not been appointed.


CYCLONE POWER: LG Capital Buys $46,000 Convertible Note
-------------------------------------------------------
Cyclone Power Technologies, Inc., closed a securities purchase
agreement with LG Capital Funding LLC pursuant to which LG Capital
purchased from the Company a $46,000 Convertible Promissory Note,
bearing 10 percent interest, which matures Aug. 21, 2014.

The principal amount of the Note can be converted to common stock
of the Company after 180 days from issuance at a 44 percent
discount to the average of the two lowest closing prices during
the previous 10 trading days.  The Company may prepay the Note
within the first six months at a premium.  The Note bears standard
price protection provisions should the Company issue shares at a
greater conversion discount, as well as piggy-back registration
rights.  There are no warrants or other rights attached to the
Note.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power disclosed a net loss of $3 million on $1.13 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $23.70 million on $250,000 of revenue in 2011.  The
Company's balance sheet at June 30, 2013, showed $1.36 million
in total assets, $4.26 million in total liabilities and a $2.89
million total stockholders' deficit.

Mallah Furman, in Mallah Furman, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses raises substantial doubt
about its ability to continue as a going concern.


D & L ENERGY: Dec. 10 Hearing on Exclusivity Extensions
-------------------------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 10, 2013, at
9:30 a.m., to consider the motion of D & L Energy, Inc., and
Petroflow, Inc., to extend their plan exclusivity period.

As reported in the Troubled Company Reporter on Dec. 3, 2013, the
Debtors requested, for the second time, that the Court extend
their exclusive period to file a Chapter 11 plan until Feb. 10,
2014, and the exclusive period to solicit acceptances of that plan
until April 11, without prejudice to their right to seek further
extensions.

Kathryn A. Belfance, Esq., at Roderick Linton Belfance LLP,
explained that the Debtors in September 2013 filed two motions
seeking approval to sell substantially all of its assets and
approving sale procedures with respect to the sale.  Since that
date, the Debtors have focused substantially all of its efforts
working diligently and expeditiously to market and ready its
assets for a sale in November 2013.

According to Ms. Belfance, one aspect of readying and preserving
the Debtors' assets for sale was reviewing each of the oil and gas
leases in order to file omnibus motions with respect to the leases
seeking a determination that said leases do not fall within the
scope of 11 U.S.C. Sec. 365, or alternatively, seeking to assume
the same prior to the deadline set forth in Sec. 365(d)(4).  Due
to the sheer volume of leases in which Debtor is lessee, the
effort of reviewing and categorizing each of the leases required a
significant amount of Debtors' resources.

The Debtors believed that the auction for substantially all of
assets will generate sufficient proceeds to satisfy its creditors
in full.  While the Debtors continue to work diligently and
expeditiously towards an orderly reorganization, they presently
require additional time to explore its restructuring alternatives.

                         Contingencies

Ms. Belfance also noted that "cause" exists to extend exclusivity
because the Debtors need additional time to resolve various
contingencies before it can finalize any viable plan.  The Debtors
require additional time to evaluate the proofs of claim that have
been timely filed, along with any claims or cure amounts that
arise while the Debtors attempt to assume, if necessary, any
contracts and unexpired leases, including oil and gas leases which
cover 5,200 parcels of real estate.

In light of the size and complexity of the Chapter 11 cases, the
discussions with the creditors committee, and the ongoing efforts
to quantify the Debtors' total liabilities, additional time is
needed for the Debtor to develop and negotiate a plan and to
prepare a disclosure statement, Ms. Belfance tells the Court.

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.

Resource Land Holdings emerged as the winning bidder for the
substantially all of the Debtor's assets.  Resource Land offered
to buy the assets for $20.4 million.


D & L ENERGY: Can Decide on Executory Contract Until Sale Closing
-----------------------------------------------------------------
The Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern
District of Ohio extended the deadline for D & L Energy, Inc., et
al., to file motion(s) to assume or assign executory contracts or
unexpired leases from the current deadline of Nov. 22, 2013, until
the date set for the closing of the sale of substantially all of
the Debtors' assets to Resource Land Holdings, LLC.

As reported in the Troubled Company Reporter on Dec. 3, 2013,
Resource Land emerged as the winning bidder for the sale of
substantially all of the Debtor's assets.  Resource Land offered
to buy the assets for $20.4 million.

Pursuant to terms of the negotiated asset purchase agreement
between the Debtors and the buyer, Resource Land is entitled to a
60-day due diligence period beginning from the effective date of
the sale order, which has not yet been submitted to or approved by
the Court.  As contemplated by the parties in the negotiations of
the APA, the buyer would have the ability to utilize the due
diligence period prior to making a final determination as to what
executory contracts or unexpired leases it would desire the
Debtors to assume and assign to the Buyer and to add or remove
specific contracts/leases from the list to be assumed and assigned
prior to the closing date.

In light of the due diligence period, as negotiated and reflected
in the terms of the APA, the Debtors believe there is sufficient
cause to extend the deadline to file motions to assume and assign
any executory contracts or unexpired leases through the date of
closing with buyer.

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.

Resource Land Holdings emerged as the winning bidder for the
substantially all of the Debtor's assets.  Resource Land offered
to buy the assets for $20.4 million.


DETROIT, MI: Intention to Appeal Eligibility Ruling Announced
-------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court entered an
oral summary of the Court's written opinion regarding the City of
Detroit's eligibility to file for protection under Chapter 9 of
the U.S. Bankruptcy Code (a written opinion is to follow).

The summary asserts that the City of Detroit is insolvent and
eligible for Chapter 9 protection and that this Chapter 9 filing
is constitutional.

According to a statement on the AFL-CIO site, "Attorneys for city
workers, firefighters and police officers say they will appeal the
judge's ruling."

The Michigan State AFL-CIO and Metropolitan Detroit AFL-CIO issued
the following response to the ruling, "Working people across
Michigan are appalled by today's ruling in the Detroit bankruptcy
case. Taking from retirees who already make do with very little
will not fix the city and sets a dangerous precedent for our
entire state."

The Detroit Fire Fighters (IAFF) Local 344's president, Jeff Pegg,
comments, "This is far from the end of our fight....As the process
moves forward, we will continue working to preserve our pension
rights and the protections they have under the state Constitution,
while we work to convince the City and the Court that, precisely
because of our essential contribution to public safety, we must
not be treated like the general unsecured debt of Wall Street
bankers and their insurers."

                 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: NCPERS Objects to Chapter 9 Bankruptcy Ruling
----------------------------------------------------------
Hank Kim, Esq., Executive Director and Counsel of the National
Conference on Public Employee Retirement Systems (NCPERS), issued
a statement on the Dec. 3 court ruling allowing the city of
Detroit to enter Chapter 9 bankruptcy:

"The National Conference on Public Employee Retirement Systems
(NCPERS) respectfully but strenuously objects to U.S. Bankruptcy
Judge Steven Rhodes's decision to allow the city of Detroit to
enter Chapter 9 bankruptcy -- and cut the pensions of Detroit's
police, firefighters and city workers to resolve its financial
dilemma.

"We take strong exception to the notion that retirees can be
lawfully affected.  Their pensions are simply deferred wages for
work performed over decades.  The sanctity of Detroit's public
pension plans -- one for police and firefighters, another for
other city workers -- is guaranteed by Michigan state law.  Both
pension plans are well funded and can sustain most if not all of
promised benefits with a relatively modest employer contribution.

"[Tues]day's ruling is the beginning of a process -- not the end.
There are substantial legal issues to be settled in the U.S. Court
of Appeals for the 6th Circuit and, perhaps, the Supreme Court.

"We do not believe that [Tues]day's ruling is a harbinger of a
wave of bankruptcies by cities.  Detroit is an extreme example of
municipal financial decline, having lost 75 percent of its citizen
population and 80 percent of its tax-paying population.  Those are
the real root causes of Detroit's financial predicament, not
greedy city employees or overly generous pension plans -- despite
the acerbic political hyperbole employed by Michigan Gov. Rick
Snyder and his appointed Emergency Manager Kevin Orr.

"Further, 27 states do not permit municipal bankruptcy.  States
cannot file for bankruptcy.  And the vast majority of public
pension plans are well funded, at a cost of less than three
percent of the state or municipal budget.

"To his credit, Judge Rhodes has emphasized that he won't accept
"deep cuts" and won't necessarily agree to any pension cuts unless
the city's final reorganization plan is fair and equitable.  The
city is expected to deliver an initial proposal to restructure its
debt and reorganize its government operations by the end of the
year.

"What Detroit officials will propose, and how Judge Rhodes will
deal with that proposal remain to be seen.  But NCPERS will
continue to advocate for public pension plans, which are a
substantial driver of the U.S. economy.  And NCPERS will continue
to advocate for restoring defined benefit pension plans to the
private sector, as the least costly and most effective means of
ensuring retirement security for American workers."

                          About NCPERS

The National Conference on Public Employee Retirement Systems
(NCPERS) is the largest trade association for public sector
pension funds, representing more than 550 funds throughout the
United States and Canada.  It is a unique non-profit network of
public trustees, administrators, public officials and investment
professionals who collectively manage more than $3 trillion in
pension assets.  Founded in 1941, NCPERS is the principal trade
association working to promote and protect pensions by focusing on
advocacy, research and education for the benefit of public sector
pension stakeholders.

                 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: Nat'l League of Cities Hopes for Quick Plan
--------------------------------------------------------
Clarence Anthony, Executive Director, National League of Cities,
Following the Dec. 3 court ruling allowing the city of Detroit to
enter Chapter 9 bankruptcy:

"In light of United States Bankruptcy Court Judge Steven W.
Rhodes' decision [Tues]day to allow Detroit to qualify for
bankruptcy protection, we hope that all parties are prepared to
find a quick resolution on a plan of adjustment that allows the
city to restructure its debt and find a sustainable path forward.

"As Detroit moves forward in this process, we believe that local
elected officials have a key role to play in resolving the city's
financial difficulties and driving new investment.  As the new
leaders selected in the recent election prepare to take office
next month, it is important that they have a voice in the
decision-making process.

"We know difficult decisions lie ahead and that many people may be
affected.  A quick resolution will allow for further growth and
greater opportunities for Detroit to prosper.

"It is also important to note that Detroit's situation is
extremely rare and is due in part to long-term structural issues
such as a dramatic drop in population.  There were only 54 filings
from 1970 to 2009 and only four of those were cities or counties.
Today, municipal issuers are defaulting at their lowest rate in
four years and municipal credit is improving following the
recession of 2008.

"NLC's 2013 Fiscal Conditions Report shows that a vast majority of
cities are seeing improvements in their finances.  This is due to
the changes many elected officials are making to ensure healthy
balance sheets while continuing to meet the needs of the
communities they serve."

The National League of Cities (NLC) is dedicated to helping city
leaders build better communities.  NLC is a resource and advocate
for 19,000 cities, towns and villages, representing more than 218
million Americans.

                 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: GRS & PFRS to Appeal Chapter 9 Ruling
--------------------------------------------------
The General Retirement System and Police and Fire Retirement
System Board on Dec. 3 issued a statement on the City of Detroit's
Chapter 9 bankruptcy.

"We respectfully disagree with the Court's ruling and intend to
appeal the decision in order to uphold the Pensions Clause of the
State Constitution under Tenth Amendment principles.

"The Pensions Clause of the Michigan Constitution absolutely bars
any attempt by the City to cut or impair accrued pensions, no
matter the reason.

"The State Constitution represents the people's will.  That will
cannot be ignored or subverted because it's financially convenient
to do so, or because slashing pensions allows for a city to escape
from its constitutionally protected pension benefit obligations.

"We submit that the Pensions Clause requires that the Court has
two options.  The first option is that it follows the earlier
State Court ruling and finds the Emergency Manager Act -- or
Public Act 436 -- unconstitutional, which means the City can't be
a debtor under Chapter 9 under these circumstances.  The second
option is that it determines that the law is limited by the
Pensions Clause of the Michigan Constitution, which requires that
as the City works through bankruptcy its pension obligations will
be fully respected and upheld.

"The General Retirement System Board and the Police and Fire
Retirement System Board have and will continue to work in good
faith with all stakeholders to find the best outcomes to benefit
Detroit, our members, retirees and beneficiaries."

                 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: Retiree Panel Wins Interim OK to Hire Lazard
---------------------------------------------------------
United States Bankruptcy Judge Steven Rhodes ordered that the
hearing on the application of the Official Committee of Retirees
of the City of Detroit, Michigan, to retain Lazard Freres & Co LLC
as the panel's financial advisor effective as of September 3,
2013, is adjourned to December 16, 2013, at 10:00 a.m., in
Courtroom 100, Theodore Levin United States Courthouse, 231 W.
Lafayette Blvd., Detroit, Michigan.

The retention of Lazard is granted on an interim basis through the
date of this hearing, Judge Rhodes added.

The Court requested that the fee examiner, Robert M. Fishman, be
present at the adjourned hearing or appear by telephone.

Prior to the Court's entry of its order, the Retiree Committee and
the City of Detroit stipulated that the Debtor's limited objection
to Lazard's retention is resolved and asked that a proposed
revised order consistent with the agreement of the parties be
approved.  The Fee Examiner indicated he has no objection to the
form of order.

The proposed revised order provides, among other things, that
Lazard will be compensated and reimbursed by the Debtor, in
accordance with and subject to the terms of the Fee Review Order,
entered September 11, 2013, provided that (i) the Monthly Fee
payable to Lazard for the month of September 2013 will be prorated
to reflect that Lazard's engagement did not commence until the
third day of the month and, if applicable, the Monthly Fee payable
to Lazard for the final month of Lazard's engagement will be
prorated if this chapter 9 case or Lazard's engagement is
terminated prior to the end of the month and (ii) Lazard is
determined not to be a professional billing on an hourly basis and
will comply with paragraph 13 of the Fee Review Order by providing
a summary description of the work performed each month and such
other information as may be agreed upon by the Fee Examiner.

It further provides that for purposes of Section VI of the Lazard
Agreement, (i) "consummation of the City's chapter 9 proceedings"
will mean "confirmation of a plan of adjustment" and (ii) Lazard's
engagement also will be automatically terminated upon the
dissolution of the Committee unless such dissolution will be by
court order and such order is the subject of an appeal and a stay
of such order has been entered.

Attorneys for the Debtor may be reached at:

   Jeffrey B. Ellman
   JONES DAY
   1420 Peachtree Street, N.E., Suite 800
   Atlanta, Georgia 30309-3053
   Telephone: (404) 521-3939
   Facsimile: (404) 581-8330
   E-mail: jbellman@jonesday.com

Attorneys for the Retiree Committee may be reached at:

   Matthew E. Wilkins (P56697)
   Paula A. Hall (P61101)
   BROOKS WILKINS SHARKEY & TURCO PLLC
   401 South Old Woodward, Suite 400
   Birmingham, MI 48009
   Telephone: (248) 971-1711
   Facsimile: (248) 971-1801
   E-mail: wilkins@bwst-law.com
           hall@bwst-law.com

        - and -

   Carole Neville
   Claude D. Montgomery
   DENTONS US LLP
   1221 Avenue of the Americas
   New York, NY 10020
   Telephone: (212) 768-6700
   E-mail: carole.neville@dentons.com
           claude.montgomery@dentons.com

        - and -

   Sam J. Alberts
   DENTONS US LLP
   1301 K Street, NW
   Suite 600, East Tower
   Washington, DC 20005-3364
   Telephone: (202) 408-6400
   E-mail: sam.alberts@dentons.com

                 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: Claims Bar Date Set for Feb. 21
--------------------------------------------
The deadline to file proofs of claim in the bankruptcy case of the
City of Detroit, Michigan, is set for Feb. 21, 2014, at 4:00 p.m.

The 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: Judge Rules Public Pensions Aren't Safe from Ch. 9
---------------------------------------------------------------
The Wall Street Journal reported that Judge Steven Rhodes removed
a major obstacle to Detroit's economic revival on Dec. 3 by
allowing the city to proceed with its bankruptcy filing. And he
may have done an even larger public service for cities nationwide
by ruling that the pensions of local government employees can be
impaired under Chapter 9 of the federal bankruptcy code.

According to the report, public unions had sued to block Motown's
bankruptcy, claiming that the city hadn't negotiated in good faith
with its roughly 100,000 creditors before filing for Chapter 9 in
July. The unions also claimed that emergency manager Kevyn Orr's
plan to slash the city's $3.5 billion unfunded pension liability
violated the Michigan constitution.

But as Mr. Orr argued, the city needed to impair debts including
pensions in order to provide the most basic public services, the
report said.  Detroit has cut its police force by 40% over the
last decade, police response times are five times the national
average, and two in five street lights did not work at the time of
the Chapter 9 filing.

Bankruptcy was a "foregone conclusion for a very long time," Judge
Rhodes concluded, the report cited.  He added that negotiating
with so many creditors while being slammed with lawsuits and
performing budget triage was "impracticable." Without Chapter 9's
stay on litigation, the creditor brawl over the city's limited
assets and cash would have turned into a legal Game of Thrones.

More significant for the future of America's cities, Judge Rhodes
also dismissed the union conceit that the language of Michigan's
constitution protects public pensions as "contractual obligations"
that cannot be "diminished or impaired," the report further
related.  The express purpose of bankruptcy is to impair
contracts, and Judge Rhodes emphasized that pension benefits are
"not entitled to any heightened protection in bankruptcy."

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Emergency Manager to Present Plan for Cuts
-------------------------------------------------------
John Gallagher, writing for The Detroit Free Press, reported that
now that Detroit has won the right to enter bankruptcy and even
cut the pensions of city retirees, the next step comes when
emergency manager Kevyn Orr presents his plan to reorganize the
city's finances and shows how deep those cuts will be.

According to the report, known as a "plan of adjustment," the
document is expected within a week or two or at least by early
January. It will show in detail where Orr intends to cut and how
he intends to raise new revenues for the city.

Likely elements of Orr's plan of adjustment will include what city
assets, if any, he intends to sell or otherwise "monetize,"
including artwork at the Detroit Institute of Arts and the city's
lucrative water system, the report said.

U.S. Bankruptcy Judge Steven Rhodes cleared a major hurdle for Orr
when he ruled that pension cuts are allowed in a federal
bankruptcy case even if those municipal pensions appear to be
protected under the Michigan Constitution, the report related.
But Rhodes also said he won't approve pension cuts unless Orr's
entire plan of adjustment is equitable.

That puts pressure on Orr to present a plan that is realistic as
well as fair, said Doug Bernstein, a bankruptcy attorney with the
firm Plunkett Cooney, the report added.  And the plan of
adjustment needs to contain enough details to be credible.

                 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.


DEWEY & LEBOEUF: New Lawsuits Demand $9.8 Million From Ex-Partners
------------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that the official leading Dewey & LeBoeuf LLP?s bankruptcy-court
liquidation filed lawsuits against nine of the firm?s former
equity partners, seeking to recover the $9.8 million the
attorneys, who now practice at different firms, received over the
past several years.

According to the report, Trustee Alan Jacobs filed the suits on
Dec. 2, seeking payments made to those ex-partners, including
bonuses and returns of the capital the partners invested in the
firm, as well as personal income tax payments that Dewey made on
the partners? behalf.

Bankruptcy procedures allow for the undoing of such payments when
certain creditors?in this case, the partners?were paid while other
creditors, like retired partners or vendors, were paid late or not
at all, the report said.

Any recovered payments would be added to the pot of money set
aside for creditors of Dewey, which sought Chapter 11 protection
in May 2012 owing them nearly $350 million, the report added.

The litigation comes after a separate lawsuit seeking to recover
$21.8 million from the firm?s former leaders, Stephen DiCarmine
and Joel Sanders, including $15.9 million in contractually
obligated compensation paid over a six-year span, the report
related.

                       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.


DOGWOOD PROPERTIES: Secured Creditors Opposing 3rd Amended Plan
---------------------------------------------------------------
Dogwood Properties, G.P.'s Third Amended Plan of Reorganization is
facing objections from Orion Federal Credit Union and Independent
Bank, which are complaining that the plan provides a low valuation
of their collateral and relies on overly optimistic projections
that it could make balloon payments.

Orion Federal, the largest secured creditor with a prepetition
claim of $4,249,017 secured by a deed of trust interest in 40 real
properties located in western Tennessee and north Mississippi,
says the Plan fails on multiple levels and is not confirmable
under Sec. 1129 of the Bankruptcy Code.

Orion explains that the Debtor has not provided sufficient
financial information regarding operating costs, future repairs
and maintenance costs, future tax obligations, and other
information necessary to determine whether the monthly cash flow
will be sufficient to keep the business as a viable going concern.

Orion also claims the Plan is not proposed in good faith.  It
notes the Plan proposes to write down Orion's secured claim from
$4.2 million to $3.2 million and pay the undersecured portion
($1,000,000) as an unsecured claim over a 30-year period.  The low
valuation, an improper interest rate, a 30 year-payout to
unsecured creditors, and other deficiencies show that the Plan has
not been proposed in good faith, Orion tells the Court.

Another secured creditor, Independent Bank, is raising similar
objections.  Independent Bank, which asserts a $3,525,919 claim
secured by 22 parcels of real property located in Shelby County,
Tennessee and DeSoto County, Mississippi, claims that, among other
things, the Plan is not proposed in good faith as it provides for
payment over a commercially unreasonable time period.  It adds
that the Plan is not feasible primarily because it proposes a
30-year payout to Independent and massive balloon payments to
other lenders after 10 years.

According to Independent Bank, the Debtor has valued its
collateral at $2,147,027.  In the event that Independent does not
elect treatment under 11 U.S.C. Sec. 1111(b), the Plan provides
that the claim will be paid $2,147,027 as a secured claim
beginning on the effective date and amortized over 25 years at 4%
interest with a balloon in 10 years at which time the entire
remaining balance will be due.  If, however, Independent makes the
Sec. 1111(b) election (which it now has), the Debtor proposes to
pay to Independent the full amount of its allowed claim in the
amount of $3,525,920 based upon a net present value of $2,147,027
with interest at 4% amortized over 30 years.

Independent is also asking the Court to set a valuation hearing to
determine the value of its collateral.

                  Third Amended Chapter 11 Plan

The Debtor filed with the U.S. Bankruptcy Court for the Western
District of Tennessee on Sept. 20, 2013, a Third Amended Plan of
Reorganization.  The Plan will be carried out and funded by future
rental income generated by the Debtor.

Under the Plan:

   * Unsecured priority claims (Class 2) will be paid in full
     within 60 months following the Petition Date of Feb. 16,
     2013.

   * Holders of general unsecured claims (Class 23) will recover
     100% in 360 equal monthly installments beginning on or
     before 90 days after the Effective Date of the Plan without
     interest.

   * The existing equity interest in the Debtor (Class 24) will
     be retained.

A copy of the Third Amended Chapter 11 Plan is available at:

      http://bankrupt.com/misc/dogwoodproperties.doc235.pdf

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Russell W. Savory, Esq. at Gotten,
Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel.

Independent Bank is represented by:

         BUTLER SNOW LLP
         James E. Bailey III, Esq.
         6075 Poplar Avenue, Suite 500
         Memphis, TN 38119
         Tel: (901) 680-7347
         Fax: (901) 680-7201
         E-mail: jeb.bailey@butlersnow.com

Orion Federal is represented by:

         Steven N. Douglass, Esq.
         HARRIS SHELTON HANOVER WALSH, PLLC
         40 S. Main, Suite 2700
         Memphis, TN 38103
         Telephone: (901) 525-1455
         E-mail: sdouglass@harrisshelton.com


DTF CORPORATION: Exits Chapter 11 Bankruptcy
--------------------------------------------
DTF Corporation last month won confirmation of its plan of
reorganization and, as a result, the Debtor has exited bankruptcy
protection.

The court on Nov. 7 conducted a hearing on confirmation of the
Second Amended Plan of Reorganization dated as of Nov. 5, 2013.

The Court concluded that the Second Amended Plan satisfies the
requirements of Section 1129 of the Bankruptcy Code and should be
approved and confirmed.  A copy of the order is available for free
at http://bankrupt.com/misc/DTF_Corp_Plan_Order.pdf

The judge simultaneously approved the explanatory disclosure
statement.

The Debtor has served a notice saying that conditions to the
effectiveness of the Plan have been satisfied, and, accordingly,
the "effective date" of the Plan is November 20, 2013.

These deadlines have been established by the Plan and the
confirmation order entered by the Court:

    * Administrative and Fee Claims Bar Date ?
           60 Days: January 19, 2014

    * Rejection Damage Claims Deadline ?
           30 Days: December 20, 2013

    * Claims Objection Bar Date ?
           60 Days: January 19, 2014

                             The Plan

According to the First Amended Plan, the Debtor and its non-debtor
parent International Hospital Corporation Holding, N.V., have
reached a deal with Grupo Angeles Servicios de Salud, S.A. de
C.V., a Mexican corporation not affiliate with the Debtor, that
will enable it to pay and satisfy substantially all of the
Debtor's debts.  The parent will use $9.05 million of the proceeds
to pay claims of creditors and the parent will make new capital
contributions to fund any shortfall.  The Debtor says the Plan
will provide for 100% payment to the Debtor's secured creditors,
and payments to the Debtor's unsecured creditors ranging from 90%
to 100%.  The parent will retain control of the Debtor.

The amendments and modifications made by the Second Amended Plan
only change the treatment provided to Class 7 Claims of the Jordan
Parties who actively negotiated and agreed to such changes.  The
Second Amended Plan does not change any of the classifications
established by the First Amended Plan and does not alter, modify,
or change any treatment provided to any creditor or interest
holder other than the Jordan Parties.

                       About DTF Corporation

DTF Corporation, f/k/a International Hospital Corporation, is a
Texas corporation that was organized in 1991 to provide management
services and personnel to numerous affiliated companies involved
in the ownership and  operation of healthcare facilities in
foreign jurisdictions such as Mexico, Brazil, and Costa Rica.

The Debtor does not own any real property.  The Debtor's property
consists primarily of (a) 99.8% of the stock in Hospital Privado
de Monterrey, S.A. de C.V., a Mexican company that operates a
healthcare facility in Monterrey, Mexico, which stock is pledged
to Minerva Partners, Ltd, and (b) numerous promissory notes and
accounts receivables due from its foreign affiliates at an
approximate aggregate face amount of $20,081,916.

DTF filed for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No.
11-37362) on Nov. 21, 2011.  In its schedules, the Debtor
disclosed $28,692,980 in assets and $38,947,695 in liabilities.
The petition was signed by Gary B. Wood, CEO and director.  Judge
Stacey G. Jernigan presides over the case.  John P. Lewis, Jr.,
Esq., at the Law Office of John P. Lewis, Jr., in Dallas,
represents the Debtor as counsel.

No trustee or creditors committee has been appointed in the case.


DUMA ENERGY: Tyler Moore Replaces Sarah Berel-Harrop as CFO
-----------------------------------------------------------
The board of directors of Duma Energy Corp. accepted the
resignation of Sarah Berel-Harrop as chief financial officer and
appointed her as chief accounting officer.

Effective on Dec. 2, 2013, the board of directors of Duma Energy
Corp. appointed Tyler W. Moore as chief financial officer.

As a result of the above-referenced resignation and appointment,
the Company's current directors and Executive Officers are as
follows:

   Name                 Position
   ----                 --------
   Pasquale V. Scaturo  Chief Executive Officer and a director
   Charles F. Dommer    President and Chief Operating Officer
   Tyler W. Moore Chief Financial Officer
   Sarah Berel-Harrop   Chief Accounting Officer and Treasurer
   Kent P. Watts        Chairman of the Board of Directors
   Chris Herndon        Director

Tyler W. Moore, age 50, is a CPA licensed in Texas.  Mr. Moore has
spent his entire post graduate career from 1987 until 2013 working
at KPMG including the past 16 years as a partner where he
specialized in auditing publicly traded companies with global
operations.  Mr. Moore has a BBA and a BAccy from the University
of Houston.

                          About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $40.47 million on $7.07 million
of revenues for the year ended July 31, 2013, as compared with a
net loss of $4.57 million on $7.16 million of revenues during the
prior year.  As of July 31, 2013, the Company had $26.27 million
in total assets, $16.91 million in total liabilities and $9.36
million in total stockholders' equity.


EARTHWORKS EXCAVATION: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Earthworks Excavation Company
        9709 US 169
        Agency, MO 64401

Case No.: 13-50778

Chapter 11 Petition Date: December 3, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (St. Joseph)

Judge: Hon. Cynthia A. Norton

Debtor's Counsel: Bradley D. McCormack, Esq.
                  THE SADER LAW FIRM, LLC
                  2345 Grand Boulevard, Suite 1925
                  Kansas City, MO 64108-2663
                  Tel: 816-561-1818
                  Fax: 816-561-0818
                  Email: bmccormack@saderlawfirm.com

                     - and -

                  Neil S. Sader, Esq.
                  THE SADER LAW FIRM, LLC
                  2345 Grand Boulevard, Suite 1925
                  Kansas City, MO 64108-2663
                  Tel: 816-561-1818
                  Fax: 816-561-0818
                  Email: nsader@saderlawfirm.com

Total Assets: $5.99 million

Total Liabilities: $10.31 million

The petition was signed by Jarrett Archdekin, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mowb13-50778.pdf


EDGMONT GOLF: Maschmeyer Karalis Approved as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Edgmont Golf Club, Inc., and Edgmont County Club to
employ Maschmeyer Karalis P.C. as bankruptcy counsel.

As reported in the Troubled Company Reporter on Nov. 1, 2013, the
hourly rates of the firm's personnel are:

   Shareholders                         $500
   Associates                      $190-$420
   Paralegals                           $120

Aris J. Karalis, Esq., a shareholder at Maschmeyer Karalis P.C.,
in Philadelphia, Pennsylvania, 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.  On Oct. 25, 2013, Maschmeyer
Karalis received a retainer from the Debtors in an amount of
$65,000.  On or within 90 days before the Petition Date,
Maschmeyer Karalis received no other payments from the Debtors
that aggregate more than the $6,225 cap put forth in Section
547(c)(9) of the Bankruptcy Code.

                     About Edgmont Golf Club

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

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

Edgmonth Golf disclosed $148,803 in assets and $2,532,815 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Peter Mariani, chief financial officer.

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


EDGMONT GOLF: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Edgmont Golf Club, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $148,803
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $2,532,815
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                       $148,803       $2,532,815

Edgmont County Club also filed its schedules, disclosing $96,956
in assets and $$2,643,345 in liabilities.

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/EDGMONTGOLFsal.pdf
     http://bankrupt.com/misc/EDGMONTGOLFsal2.pdf

                     About Edgmont Golf Club

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

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

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

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


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

According to the Disclosure Statement, "The Plan provides for a
sale (the 'NRG Transaction') of substantially all of EME's assets,
including its direct and indirect equity interests in the Debtor
Subsidiaries and the Non-Debtor Subsidiaries (other than any Homer
City Debtor and any subsidiary of any Homer City Debtor), to NRG
Energy Holdings Inc. ('Purchaser' or 'NRG'), a subsidiary of NRG
Energy, Inc. ('Parent,' together with Purchaser, the 'Purchaser
Parties'), a Fortune 500 company and the largest competitive power
generation company in the U.S., with approximately 47,000 MW of
fossil, nuclear, solar, and wind generation capacity."

In exchange for this transfer, Purchaser will provide EME's estate
with the Sale Proceeds of $2,635 million (comprised of $2,285
million payable in cash and $350 million payable in Parent Common
Stock) to be distributed by the Debtors in accordance with the
Plan and assume certain liabilities of the Debtors, including the
leveraged leases for Debtor Midwest Generation, LLC's Powerton and
Joliet facilities.

The Debtors, the Purchaser Parties, the Committee, the Supporting
Noteholders, and the PoJo Parties entered into the Plan Sponsor
Agreement, which was approved by the Bankruptcy Court on October
24, 2013, to implement the NRG Transaction pursuant to the Plan.

More specifically, the Plan, which will effectuate the NRG
Transaction, contemplates the following distributions to Holders
of Claims and Interests, among other recoveries: Holders of
Allowed Other Priority Claims against EME and Allowed Other
Priority Claims against Debtor Subsidiaries shall receive payment
in full, in Cash; Holders of Allowed Secured Claims against EME,
Allowed Secured Claims against Debtor Subsidiaries, and Allowed
Secured Claims against Homer City Debtors shall receive (a)
payment in full, in Cash, or (b) such other treatment such that
the Holder shall be rendered Unimpaired; Holders of Allowed
General Unsecured Claims against Debtor Subsidiaries shall receive
payment of principal in full in Cash; Holders of Allowed General
Unsecured Claims against EME (Assumed Liabilities) shall receive
payment in full in Cash from the Purchaser pursuant to the terms
of the Purchase Agreement; Holders of Allowed General Unsecured
Claims against EME (Not Assumed Liabilities) and Allowed Joint-
Liability General Unsecured Claims shall receive (a) a Pro Rata
distribution of the Net Sale Proceeds, and (b) a Pro Rata
distribution of the New Interests; and Holders of Allowed Claims
against the Homer City Debtors shall be paid in absolute priority
from the Homer City Wind Down Proceeds for the applicable Homer
City Debtor.

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

                      About Edison Mission

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

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

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

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

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

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

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

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

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

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

In November 2013, Edison Mission Energy filed a reorganization
plan to carry out a sale of its business to NRG Energy Inc.  NRG,
based in Princeton, New Jersey, will pay $2.64 billion, including
$2.29 in cash billion and $350 million in stock.  The plan calls
for secured creditors and unsecured creditors of the operating
companies to be paid in full.  Unsecured creditors of Santa Ana,
California-based EME will split what remains of the purchase price
and the NRG stock.  EME's subordinated creditors receive nothing
under the plan.  The hearing to approve the disclosure statement
will take place Dec. 18.


ENDICOTT INTERCONNECT: Sued by Workers Fired After Bankruptcy
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Endicott Interconnect Technologies Inc., formerly a
producer of printed circuit boards and "advanced flip chips," was
sued in November on behalf of 250 to 300 workers who were fired
without the two to three months' notice required by federal and
state labor law.

According to the report, the class lawsuit also seeks to recover
payment for unused vacation time that wasn't paid when workers
were fired in several waves between September and October. There
were about 580 workers before the firings, according to the
complaint.

Endicott filed for Chapter 11 reorganization in July and received
court approval in October to sell the business to an insider group
including a company owned by minority shareholder James T.
Matthews. The sale contract gives the buyer no liability related
to the workers' lawsuit.

The contract price included $350,000 cash for expenses of the
bankruptcy, a so-called $1 million credit bid, and the assumption
of a $6.1 million secured term loan. There was about $10 million
owing on two other secured loans.

                    About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be
$20.8 million in claims to bring against insiders.  In August, the
judge authorized the committee to conduct an investigation of the
insiders.


ERF WIRELESS: Director Tom Wiedebush Resigns
--------------------------------------------
Thomas Wiedebush resigned from his position as a director of ERF
Wireless Inc. for personal reasons effective Nov. 25, 2013.

                        About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

The Company incurred a consolidated net loss of $3.75 million for
the nine months ended Sept. 30, 2012, as compared with a
consolidated net loss of $2.32 million for the same period a year
ago.  The Company's balance sheet at June 30, 2013, showed $6.80
million in total assets, $10.69 million in total liabilities and a
$3.88 million total shareholders' deficit.


EWGS INTERMEDIARY: Source Says GWNE, Hilco Win Auction
------------------------------------------------------
Katy Stech and Patrick Fitzgerald, writing for DBR Small Cap,
reported that struggling golf retailer Edwin Watts found a buyer
at a bankruptcy auction that has offered $40 million in a deal for
the company's assets, according to a person familiar with the
matter.

According to the DBR report, at the end of a marathon auction that
ended early morning on Dec. 4, a bid from a joint venture of GWNE,
Inc., an affiliate of Worldwide Golf Shops, and liquidator Hilo
Merchant Resources, LLC, was designated as the top offer,
according to the source. It's unclear how many of the chain's 91
stores will remain open.

Law360 separately reported that the United States on Dec. 3
objected to the auction of Edwin Watts, saying it wants details
about a contract between Edwin Watts and the Army and Air Force
Exchange Service before it is transferred through the sale.

According to the Law360 report, the United States filed its
objection on behalf of AAFES, a U.S. Department of Defense agency
that provides retail goods and services to military members,
arguing that nonbankruptcy law requires AAFES' approval before any
of its contracts can be assumed or rejected.

                     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.


EXECUTIVE BENEFITS: Attorney General Fights for Magistrate Judges
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Attorney General Eric Holder is participating in a
bankruptcy case before the U.S. Supreme Court to avoid having some
powers of federal magistrate judges found in violation of the
Constitution.

According to the report, the case, Executive Benefits Insurance
Agency v. Arkison, calls on the high court to decide whether a
defendant sued in bankruptcy court can, in some instances, waive
the right to have a final decision made by a life-tenured federal
district judge.

The outcome could affect the constitutionality of parts of the
magistrate judge system because federal law allows parties to
consent to final rulings or trials before magistrates.

A finding that waiver isn't possible would "eviscerate the
functioning not only of the bankruptcy courts, but also of the
federal magistrate system," a group of bankruptcy law professors
told the justices in a friend-of-the-court brief.

Federal magistrates -- who, like bankruptcy judges, lack life
tenure -- take some of the load off district judges by handling
aspects of civil and criminal cases.

A decision forbidding waivers also would cast doubt on the
validity of prior rulings by bankruptcy and magistrate judges.

The Executive Benefits case will be argued on Jan. 14. The
attorney general, through the solicitor general, filed a brief
last month concluding that wavier is possible.

The solicitor general, who argues cases in the Supreme Court on
behalf of the federal government, said that the right to a final
ruling by a district judge is a "waivable personal right" both in
bankruptcy matters and when parties consent to final rulings by
magistrates.

To support the argument, the solicitor general looked to a 2003
Supreme Court case, Roell v. Withrow, for the proposition that
consent to a final ruling by a magistrate may be inferred from
"litigation conduct."

In the Executive Benefits case, the solicitor general conceded,
the defendant didn't explicitly consent to a final ruling in
bankruptcy court. To avoid what he called sandbagging, the
solicitor general urged the high court to rule that consent may be
inferred from conduct.

Executive Benefits follows by two years the Supreme Court's ruling
in Stern v. Marshall. In that case, the justices ruled 5-4 that
bankruptcy judges can't make final rulings on certain state-law
claims against defendants who hadn't filed claims against the
bankrupt's estate. Executive Benefits asks whether the
constitutional right can be waived, either explicitly or by
implication.

Executive Benefits is pivotal for the bankruptcy courts, as shown
by 15 other friend-of-the-court briefs. Some, including a brief by
the trustee for Bernard L. Madoff Investment Securities Inc.,
contended that waiver is permissible.

Lenders being sued by creditors of liquidated homebuilder Tousa
Inc. urged the justices to rule that waiver can't be implied.

The law professors took the position that consent must be explicit
and can't be implied.

The American Bar Association submitted a brief saying the burden
on district judges would increase if waiver isn't permitted.

The outcome of Executive Benefits may turn on the Supreme Court's
interpretation of its own 1986 decision in Commodity Futures
Trading Commission v. Schor, in which a litigant consented to a
ruling by the commission and thus waived the right to sue in
federal district court.

The Supreme Court will consider two other bankruptcy cases this
term. On Jan. 13, the justices will entertain arguments in Law v.
Siegel to decide whether bankruptcy courts have general equity
power to take otherwise exempt property away from individual
bankrupts.

The high court has agreed to hear Clark v. Rameker to decide
whether an inherited individual retirement account is an exempt
asset a person can retain despite bankruptcy.

The Supreme Court case on waiver is Executive Benefits Insurance
Agency v. Arkison, 12-01200, U.S. Supreme Court.  The case on
equity powers is Law v. Siegel, 12-5196, U.S. Supreme Court
(Washington). The case on IRAs is Clark v. Rameker, 13-299, U.S.
Supreme Court, (Washington).


FIRST HORIZON: Bank Owner Lowered to Highest Junk Status
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that First Horizon National Corp., parent of First
Tennessee Bank NA, lost investment-grade status when Standard &
Poor's lowered the long-term issuer rating one level on Nov. 27 to
BB+, the highest junk rating.

S&P said there are "uncertainties about the company's future
mortgage repurchase risks and litigation." On the plus side, S&P
said "capital ratios remain satisfactory."

This month, Memphis, Tennessee-based First Horizon reached a
settlement with Fannie Mae regarding the mortgage origination
business it sold in 2008.


FLABEG SOLAR: Asset Webcast Auction Scheduled for Dec. 17
---------------------------------------------------------
Tiger Group's Remarketing Services Division is liquidating the
assets of a solar mirror manufacturing plant in the Pittsburgh
area owned by the bankrupt Flabeg Solar U.S. Corp.  Late-model
solar glass bending and coating lines, handling and transfer
systems, rolling stock, facility and office equipment are among
the assets available for sale at the onsite and live Webcast
auction scheduled for Dec. 17.  Tiger's sale is being conducted by
U.S. Bankruptcy Court Order.

The 228,000-square-foot facility at 2201 Sweeney Drive in Clinton,
near Pittsburgh International Airport, opened in October 2009 and
was shuttered in late-March 2013 following a slowdown in the solar
energy industry.  An involuntary Chapter 7 filing by creditors of
Flabeg Solar U.S. Corp. was made in April 2013 in the Pennsylvania
Western Bankruptcy Court (Case Number 2:13-bk-21415).

"In addition to global solar companies, a variety of regional
manufacturers and local businesses will be interested in the
diverse assets offered in this auction," said Jeff Tanenbaum,
President of Tiger's Remarketing Services Division.  "These range
from robotics and conveyors to glass washers and grinders,
material handling equipment, facility equipment, laboratory
equipment, high-end office furnishings, and net/server equipment."

Scheduled for 10:30 a.m. (ET) on Dec. 17, the onsite and live
Webcast auction on BidSpotter.com will offer two glass bending
lines and associated handling and transfer systems; a water jet
cutting system; coating and bonding lines; and facility equipment
that includes a Cummins backup diesel generator, rotary air
compressors and forklifts.  Warehouse and support, networking and
telecom equipment will also be up for bid, along with office
furniture, furnishings and equipment.

The equipment will be available for preview on Dec. 14 and 16,
from 9:00 a.m. to 4 p.m. (ET), and at other times by appointment
only.  For a full description of the offering and details on how
to schedule a site visit and bid, visit: http://www.SoldTiger.com

                        About Tiger Group

Tiger Group -- http://www.TigerGroup.com-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients.  With over 40 years of
experience and significant financial backing, Tiger offers a
uniquely nimble combination of expertise, innovation and financial
resources to drive results. Tiger's seasoned professionals help
clients identify the underlying value of assets, monitor asset
risk factors and, when needed, provide capital or convert assets
to capital quickly and decisively.  Tiger's collaborative,
straight-forward approach is the foundation for its many long-term
'partner' relationships and decades of success.  Tiger operates
main offices in Boston, Los Angeles and New York.


FLY LEASING: Moody's Rates $250 Million Unsecured Debt 'B3'
-----------------------------------------------------------
Moody's Investors Service rated FLY Leasing Limited's $250 million
senior unsecured notes, issued off the company's shelf, B3.
Moody's also assigned ratings to the following instruments that
form part of FLY's $500 million shelf:

  Senior Unsecured Notes (P)B3
  Subordinated Notes (P)Caa1
  Cumulative Preferred Stock (P)Caa2
  Non-Cumulative Preferred Stock (P)Caa3

Moody's affirmed FLY's Corporate Family Rating of B1 and secured
term loan rating of Ba3. The outlook is stable.

Ratings Rationale:

The B3 rating assigned to FLY's notes, the firm's first such
offering of senior unsecured debt, considers the notes' ranking
and terms, as well as modest asset coverage. FLY, through its
subsidiaries, acquires, manages, and leases commercial aircraft to
airlines globally. The aircraft and related operating leases are
pledged to creditors that provide financing for a portion of FLY's
cost of acquiring the aircraft. Asset coverage of the notes is
comprised primarily of FLY's equity interest in its subsidiaries
and their aircraft, the value of which can vary materially through
economic cycles. Were FLY to meaningfully strengthen asset
coverage of the senior unsecured notes to include unencumbered
aircraft, the rating of the notes relative to the firm's B1
corporate family rating could increase by one notch. Proceeds of
the notes will be used by FLY for general purposes, including
aircraft acquisition.

The Corporate Family rating reflects FLY's improved leverage and
profitability. FLY steadily repaid debt since 2011, when leverage
peaked after the company acquired a highly leveraged aircraft
portfolio. The company also raised $170 million of equity in July
2013, further improving leverage measures.

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

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

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


FOREST LABORATORIES: Moody's Assigns 'Ba1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba1 to the new
senior unsecured note issuance of Forest Laboratories, Inc.
Moody's concurrently assigned a Ba1 Corporate Family Rating, a
Ba1-PD Probability of Default Rating, and a Speculative Grade
Liquidity Rating of SGL-1. The rating outlook is stable.

Ratings assigned:

Ba1 Corporate Family Rating

Ba1-PD Probability of Default Rating

Ba1 (LGD 4, 55%) senior unsecured notes of $1 billion

SGL-1 Speculative Grade Liquidity Rating

"Forest's Ba1 rating reflects good pipeline success and cash flow
expansion from cost reductions and growth drivers like Bystolic
and Linzess, but is offset by upcoming Namenda generics and
uncertainty around acquisition plans and execution," stated
Michael Levesque, Moody's Senior Vice President.

Ratings Rationale:

Forest's Ba1 rating reflects its good presence in the US
pharmaceutical market, its long history of successful product
approvals and commercial success, and the growth potential from a
series of newly launched products. While its products treat
specialty conditions and diseases, the products are broadly
prescribed by primary care physicians. Forest recently launched a
number of promising new products that have the potential for good
revenue and cash flow, which is critical given the upcoming loss
of Namenda exclusivity in January 2015. Forest will steadily
convert this franchise to Namenda XR, which faces long-term patent
protection, but conversion back to generics of the original
version will pressure the franchise. The rate of commercial uptake
of Forest's new products is difficult to predict, and creates
execution risk, especially in light of accelerating pricing
pressure in the US market driven by managed care formulary
strategies. The immediate focus of new senior leadership is cost-
reduction. However, the Ba1 rating reflects some risk that the
company will pursue debt-financed acquisitions to diversify its
portfolio and obtain new growth drivers.

The rating outlook is stable, incorporating Moody's expectation
that debt/EBITDA will be sustained below 3.0 times even as EBITDA
is reduced by the January 2015 Namenda patent expiration.

Moody's could upgrade Forest's ratings if new product launches are
successful, if the company retains a significant portion of the
Namenda franchise in Namenda XR, and if business development
activities, such as acquisitions and in licensing, are pursued in
a manner that preserves solid credit ratios. Specific factors
Moody's will consider include revenues above $4 billion and
debt/EBITDA sustained below 2.0 times. Conversely, factors that
could result in a downgrade include debt/EBITDA sustained above
3.0 times, failure to achieve cost synergies or solid growth in
new products, or debt-financed acquisitions or share repurchases.
Although not expected, the addition of secured debt or guaranteed
debt to Forest's capital structure could cause the rating on the
unsecured notes to be downgraded.

Headquartered in New York, NY, Forest Laboratories, Inc. is a
mid-sized pharmaceutical company operating primarily in the United
States. Net sales for the 12 months ended September 30, 2013
totaled $3.2 billion.


FOREST LABORATORIES: S&P Gives 'BB+' CCR & Rates $1BB Notes 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to New York City-based Forest Laboratories Inc.  The
outlook is stable.  At the same time, S&P assigned a 'BB+' issue-
level rating to Forest's $1 billion of senior unsecured notes.
The recovery rating on the notes is '3', reflecting S&P's
expectation for meaningful (50%-70%) recovery in the event of
payment default.

The ratings reflect S&P's assessment of business risk as "weak,"
underpinned by product and therapeutic concentration and pressure
from managed care payors.  S&P's belief that financial risk is
"intermediate" reflects its expectation that acquisition activity
will result in leverage and a ratio of funds from operations (FFO)
to total debt of more than 2x and about 26%, respectively.  Forest
is a manufacturer of branded pharmaceutical products.

"Forest's product and therapeutic concentration is a key factor in
our assessment of business risk as weak," said Standard & Poor's
credit analyst Michael Berrian.  "Although Forest has a product
portfolio of nine products, in fiscal 2013 its Namenda franchise
accounted for about 50% of revenues and pharmaceutical products to
treat central nervous system conditions accounted for about 75%.
Moreover, despite scale that we believe is better than its
similarly rated peers, pressure from managed care formularies is
resulting in lower sales expectations for four of Forest's five
core therapeutic franchises.  We expect this downward pressure to
persist for the medium to long term."

S&P's stable outlook reflects its expectation that mid-single-
digit revenue growth and benefits from cost reductions will result
in EBITDA growth but that business development activity could
result in leverage exceeding 2x.


FREESEAS INC: To Effect a 1-for-5 Reverse Common Stock Split
------------------------------------------------------------
FreeSeas Inc.'s Amended and Restated Articles of Incorporation
were amended to effect a reverse stock split of the Company's
issued and outstanding common stock at a ratio of one new share
for every five shares currently outstanding.

The Company anticipates that its common stock will begin trading
on a split adjusted basis when the market opens on Dec. 2, 2013.
FreeSeas' common stock will continue to trade under the symbol
"FREE."  The common shares will also trade under a new CUSIP
number Y26496300.

The reverse stock split will consolidate five shares of common
stock into one share of common stock at a par value of $.001 per
share.  The reverse stock split will not affect any shareholder's
ownership percentage of FreeSeas' common shares, except to the
limited extent that the reverse stock split would result in any
shareholder owning a fractional share.  Fractional shares of
common stock will be rounded up to the nearest whole share.

After the reverse stock split takes effect, shareholders holding
physical share certificates will receive instructions from
American Stock Transfer and Trust Company LLC, the Company's
exchange agent, regarding the process for exchanging their shares.

As previously disclosed, the shareholders of the Company
authorized the Board to effect a reverse split of the Company's
issued and outstanding common stock at a ratio of not more than
1 for 5, at any time prior to Nov. 14, 2014, at the discretion of
the Company's Board of Directors.

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  As of Sept. 30, 2013, the Company had $107.35
million in total assets, $106.63 million in total liabilities, all
current, and $711,000 in total shareholders' equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


GENERAL MOTORS: Selling Remaining Stake in Ally Financial
---------------------------------------------------------
Dana Mattioli and Jeff Bennett, writing for The Wall Street
Journal reported that General Motors Co. is severing its ownership
ties with Ally Financial Inc. by selling its remaining stake in
its former lending arm, according to people familiar with the
matter. The so-called private placement deal is worth around $900
million, one of the people said.

According to the report, the planned sale comes on the heels of
Ally repurchasing $5.9 billion of shares from the U.S. Treasury
Department. The Detroit-based auto lender has now repaid more than
two-thirds of its $17.2 billion crisis-era bailout. The U.S.
government is still the majority owner of Ally.

Ally, one of the largest auto lenders in the U.S., was formerly
GM's in-house financing arm, the report said.  In 2006, GM sold a
51% stake in the company, then known as GMAC, to Cerberus Capital
Management LP and other investors for around $7.5 billion.
Cerberus funds still own around 8.7% of Ally. GM has continued to
own 9.9% of Ally.

GM has been overhauling its Ally relationship for more than year,
the report noted. In November 2012, the auto maker spent $4.2
billion to purchase Ally's European, Latin American and China
operations, which it then melded with its new lending arm, GM
Financial.

The purchase allowed GM more control over the type of lending and
leasing options it could offer customers in those regions, the
report added.

                        About Ally Financial

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

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

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

                       About General Motors

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

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

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

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

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


GENESIS HEALTHCARE: Moody's Cuts Secured Term Loan Due 2018 to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded to B3 from B2 the Corporate
Family Rating of FC-GEN Operations Investment, LLC ("FC-GEN") --
the parent company of Genesis HealthCare LLC (Genesis LLC).
Moody's also downgraded FC-Gen's Probability of Default Rating to
B3-PD from B2-PD. In addition, Moody's lowered Genesis LLC's $238
million senior secured term loan rating to B3 from B2. The outlook
is stable.

The downgrade of FC-Gen's CFR reflects lower EBITDA and cash flow,
due to reimbursement reductions and weaker than expected
performance over the past nine months, which has resulted in very
high debt to EBITDA at 8.6 times (per GAAP reporting). In
addition, the downgrade also reflects Moody's concern related to
the minimal cushion under the company's bank financial covenants
and Moody's expectation that a waiver or an amendment may be
required over the near-term. Moody's expects only modest
improvement in financial performance in 2014, which will limit
near-term improvement in leverage.

The following ratings were downgraded and LGD assessments revised:

FC-GEN Operations Investment, LLC:

  Corporate Family Rating to B3 from B2

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

Genesis HealthCare LLC:

  Senior secured term loan due 2018 to B3 (LGD 3, 45%) from B2
  (LGD 3, 44%)

Ratings Rationale:

Genesis' B3 Corporate Family Rating reflects Moody's expectation
that the company will continue to operate with significant lease
adjusted financial leverage, given that the majority of its
skilled nursing facilities operate under long term leases. Moody's
further believes that it will be difficult for Genesis to reduce
its leverage over the medium-term, given that the preponderance of
its adjusted debt is associated with the company's master lease
agreements While Moody's expects cash requirements for these
obligations to increase over time, the rating agency expects the
company to have a relatively modest amount of funded debt
outstanding. The rating also reflects Moody's assessment of the
risks associated with the reliance on government programs for the
majority of revenues and its anticipation that Medicare and
Medicaid reimbursement rates will remain under pressure.

The rating also reflects Moody's belief that the considerable
scale Genesis has as one of the largest providers of post-acute
care services and good geographic diversification in skilled
nursing facilities, will continue to support the company's
position in the sector.

The stable outlook reflects Moody's expectation that the company
will continue to generate modest, albeit stable cash flows that
can be used to fund modest debt repayment or planned investments
in growth initiatives. The outlook also reflects Moody's
expectation that credit metrics will not materially improve in the
near term given that the majority of adjusted debt is related to
the significant lease obligations of the company. Finally, Moody's
expects that the company will remain disciplined with regard to
acquisitions and remain focused on mitigating any additional
Medicare rate costs with cost reduction initiatives.

A downgrade of the rating is possible if there are further
negative developments regarding future reimbursement levels or if
the company's operations weaken, including a softening in
occupancy levels, which materially impact revenues. Additionally,
the rating would likely be lowered if the company engages in debt-
financed acquisitions, if free cash flow remains negative, or if
for any reason liquidity deteriorates.

A rating upgrade is not likely in the near-term as key credit
metrics remain weak. However, if the company can grow EBITDA while
sustaining debt to EBITDA incorporating the GAAP basis lease
obligations below 6.5 times and decrease the risk related to
escalating rent expense requirements, Moody's could upgrade the
ratings.

FC-GEN Operations Investment, LLC, through its subsidiary Genesis
HealthCare LLC (collectively Genesis), is a provider of post-acute
care services, including skilled nursing and contract
rehabilitation.


GEOMET INC: Inks Sixth Amendment to BofA Credit Agreement
---------------------------------------------------------
GeoMet, Inc., and the banks executed an amendment to the Fifth
Amended and Restated Credit Agreement, effective Nov. 26, 2013,
pursuant to which Bank of America, N.A., serves as administrative
agent.  The Sixth Amendment eliminated all remaining borrowing
base determinations under the Credit Agreement, and set the
borrowing base at the outstanding principal amount, reduced dollar
for dollar with each principal payment made after the effective
date of the amendment.  Because the Credit Agreement matures on
April 1, 2014, the Company and its lenders agreed that further
borrowing base determinations were unnecessary.  No assurances can
be made that the Company will be able to refinance, repay or
further extend the maturity date of the Credit Agreement

A copy of the Sixth Amendment is available for free at:

                        http://is.gd/NNEYN9

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $149.95 million on $39.38 million of total revenues, as
compared with net income of $2.81 million on $35.61 million of
total revenues in 2011.  The Company's balance sheet at Sept. 30,
2013, showed $58.35 million in total assets, $92.15 million in
total liabilities, $41.19 million in mezzanine equity, and a
$74.99 million total stockholders' deficit.

                           Going Concern

"We previously disclosed our engagement of FBR Capital Markets &
Co. to assist the Company in exploring strategic alternatives.  We
have concluded that process, and have engaged Lantana Oil & Gas
Partners to assist us in pursuing the possible sale of all or
substantially all of our assets," the Company said in its
quarterly report for the period ended Sept. 30, 2013.

"We currently anticipate that any such sale transaction would be
followed by either a merger or a liquidation and distribution of
our remaining assets in accordance with applicable law.
Generally, in a dissolution, the net proceeds of a sale would be
used to repay the amount outstanding under our Credit Agreement
and make adequate provision for satisfaction of other known or
contingent payment obligations.  Remaining assets, if any, would
first be used to satisfy all or a portion of the liquidation
preference of our outstanding Preferred Stock, then, if any assets
remained, be made available for distribution to the holders of our
common stock.

"Any such sale of assets, and any subsequent merger or
liquidation, would require approval by (i) our board of directors,
(ii) the holders of a majority of our Preferred Stock (voting
separately as a class), and (iii) the holders of a majority of our
outstanding shares with holders of the Preferred Stock voting with
the common stock on an as-converted basis.  On an as-converted
basis, the Preferred Stock currently represents approximately 52%
of the outstanding shares and therefore would have the ability to
control any vote requiring the approval of our shareholders,
including a vote to approve a sale transaction and any subsequent
merger or liquidation.

"No assurance can be given that a suitable proposal for the sale
of all or substantially all of our assets will be presented, that
any sale transaction will be consummated, or the terms or
structure of any transaction if such a sale transaction is
consummated.

"Although our recent sale of assets brought us into conformity
with the borrowing base under our Credit Agreement, we remain
highly leveraged.  In addition, our Credit Agreement matures on
April 1, 2014, and no assurances can be made that we will be able
to refinance, repay or further extend the maturity date of the
Credit Agreement.  Also, as of September 30, 2013, we had a
working capital deficit of $68.3 million, a retained deficit of
$264.6 million and stockholders' deficit of $75.0 million.
Depressed natural gas prices in 2012 resulted in significant
property impairments and full valuation of our deferred tax assets
during 2012.  On April 2, 2013, all the indebtedness under our
Credit Agreement was reclassified to current liabilities.  In
addition, our Preferred Stock continues to accrue a dividend of
12.5% per annum, which we have been paying through the issuance of
additional shares of Preferred Stock.  Beginning in September
2015, dividends on the Preferred Stock will accrue at 9.6% per
annum and be payable in cash.

"These and other factors raise substantial doubt about the
Company's ability to continue as a going concern for the next
twelve months."


GLOBAL AVIATION: Plans Stalking Horse Sale to Cerberus Unit
-----------------------------------------------------------
Law360 reported charter air service provider Global Aviation
Holdings Inc. asked a Delaware bankruptcy court late on Dec. 3 to
consider a plan for a stalking horse auction to a unit of Cerberus
Capital Management LP, setting the floor with an as-yet
undetermined credit bid against first-lien debt.

According to the report, in the proposed auction, Cerberus
Business Finance LLC would be able to credit bid up to the total
amount it is owed by Global Aviation, which includes a portion of
a $52 million revolving post-petition credit facility.

                  About Global Aviation Holdings

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

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

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

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

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

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

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


GULFCO HOLDING: Hits Ch. 11 Amid Control Fight at Unit
------------------------------------------------------
Law360 reported that an attorney for oil drilling equipment
holding company Gulfco Holding Corp. told a Delaware bankruptcy
judge on Dec. 4 that the company filed for Chapter 11 protection
in a bid to negate a lender takeover of its nondebtor operating
affiliate Gulf Coast Machine & Supply Co.

According to the report, attorney Michael J. Barrie of Benesch
Friedlander Coplan & Aronoff LLP told U.S. Bankruptcy Judge
Brendan L. Shannon that Gulfco intends to file a motion requesting
enforcement of bankruptcy's automatic stay against lender Prospect
Capital Corp., which is owed nearly $41 million.


HASSEN IMPORTS: Property Can't Be Sold Free of Deed Restriction
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy court couldn't sell real property free
of a municipality's right to approve the purchaser, U.S. District
Judge Christina A. Snyder in Los Angeles said.

According to the report, an auto dealership in bankruptcy received
financing from the city. In return, the dealer agreed to a deed
restriction known in California as an equitable servitude. The
restriction was recorded with land records.

The deed restriction gave the city the right to approve a buyer
and provided that the property could only be used as a dealership.
The city also had a lien on the property, subordinate to a first
mortgage.

When the city didn't approve the buyer, the bankruptcy court
overruled the objection and said the property could be sold
without regard for the deed restriction under Section 363(f)(5) of
the Bankruptcy Code, which allows a sale free of a lien where the
creditor could be compelled to accept a "money satisfaction."

Judge Snyder reversed, saying the restriction is enforceable
because the bankruptcy trustee had constructive notice through the
filing in land records.

Section 363(f)(5) didn't apply because the city couldn't be forced
to accept money in place of enforcement of the equitable remedy
provided in the restriction, Judge Snyder said.

Hassen Imports Partnership filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 11-42068) in Los Angeles, California, on
July 27, 2011.  Marina Fineman, Esq., at Stutman Treister & Glatt,
served as counsel to the Debtor.  HIP disclosed $9,238,486 in
assets and $37,555,776 in liabilities as of the Chapter 11 filing.


HD GERLACH: Court Declined to Vacate 2nd Cash Collateral Order
--------------------------------------------------------------
A Kansas bankruptcy court denied creditor Central National Bank's
Motion to Vacate a March 27, 2013 Order Granting Debtor HD Gerlach
Company, Inc.'s Second Motion to Use Cash Collateral.

Central National appealed the Cash Collateral Order to the
District Court, but, before the appeal was decided, Central
National and the Debtor entered a settlement that addressed all of
their disputes, including the appeal.  Central National argues
that because the controversy underlying the order has become moot
due to the settlement, vacating the order is the only way to
preserve the rights of the parties, and ensure that, if necessary,
relitigation of this issue would be possible at a later date.

In an Oct. 17, 2013 Order available at http://is.gd/uYNJRefrom
Leagle.com, Judge Janice Miller Karlin found that Central National
does not meet its burden to demonstrate that extraordinary
circumstances justify vacation of the order.

HD Gerlach Company, Inc., filed a Chapter 11 petition on May 9,
2012 (Case No. 12-40685, Bankr. D. Kan.).  The petition was signed
by Harold D. Gerlach, president and director.  Paul D. Post, Esq.,
serves as counsel to the Debtor.  The Debtor listed $3.7 million
in assets and $1.4 million in liabilities as of the bankruptcy
filing date. A copy of the Company's list of its nine largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ksb12-40685.pdf


HDD ROTARY: Failed to Prove Insolvency at June 2009, Court Says
---------------------------------------------------------------
In the adversary case ROBERT OGLE, Plaintiff v. JT MILLER, INC.,
et al., Defendants, Adv. Proc. No. 13-03031 (Bankr. S.D. Tex.),
Judge Marvin Isgur entered a memorandum opinion holding that
Robert E. Ogle, the Plan agent under HDD Rotary Sales, LLC's
confirmed plan of reorganization, has not satisfied his burden of
proof to demonstrate insolvency on June 30, 2009 -- or the date
HDD incurred the initial $100,000 obligation to JT Miller and Jay
Miller.

On the other hand, the Court held, HDD was insolvent on or after
Dec. 31, 2009 -- or the date when it incurred the additional
$193,167 obligation to Miller.

Accordingly, the Court scheduled a trial for Nov. 25, 2013, on
whether the alleged Dec. 31, 2009 obligation is avoidable.

Under the adversary complaint, Mr. Ogle sued Miller, et al., to
avoid alleged fraudulent conveyances made in the 2009-2010 time
period.  These conveyances were in relation to loans Miller
extended to HDD Rotary.

A copy of Judge Isgur's Oct. 15, 2013 Memorandum Opinion is
available at http://is.gd/7JYWWNfrom Leagle.com.

                        About HDD Rotary

HDD Rotary Sales LLC sold, serviced and supported drill pipe and
drill stem components -- from the top drive sub down to the drill
bit.  HDD Rotary developed its own proprietary connection and
patent pending PTECH+ technology.

HDD Rotary filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
11-38053) on Sept. 23, 2011, in Houston.  Leonard H. Simon, Esq.,
at Pendergraft & Simon LLP, in Houston, Texas, served as counsel
to the Debtor.  The Debtor posted $9,000,000 in assets and
$9,000,000 in liabilities in its schedules.  Gary Haub, managing
member, signed the petition.

HDD's assets were sold to Redneck Pipe Rentals, Inc.  The Court
confirmed HDD Rotary's Chapter 11 plan on Dec. 22, 2011.  The
confirmed plan in the case allowed for the selection of an agent
to effectively implement the plan.  Examples of the Plan Agent's
powers and responsibilities include the ability to prosecute
avoidance actions and claim objections.  Robert Ogle was
eventually selected as Plan Agent.


HIRAM LL LLC: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hiram LL, LLC
        4641 Roswell Rd NE Ste A
        Atlanta, GA 30342

Case No.: 13-76282

Chapter 11 Petition Date: December 3, 2013

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

Debtor's Counsel: David A. Geiger, Esq.
                  GEIGER LAW, LLC
                  Suite 525, 1275 Peachtree Street, NE
                  Atlanta, GA 30309
                  Tel: 404-815-0040
                  Fax: 404-549-4312
                  Email: david@geigerlawllc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Asa Candler, V, manager.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb13-76282.pdf


iGPS COMPANY: 2nd Amended Chapter 11 Plan Declared Effective
------------------------------------------------------------
Pallet Company LLC, formerly known as iGPS Company LLC, notified
the U.S. Bankruptcy Court for the District of Delaware that the
Effective Date of the Second Amended Chapter 11 Plan proposed by
the Debtor and the Official Committee of Unsecured Creditors
occurred on Nov. 27, 2013.

As reported in the Troubled Company Reporter on Nov. 19, 2013,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that creditors of iGPS Co., will soon be receiving 28% to
35% on their $13.8 million in unsecured claims after a bankruptcy
judge in Delaware signed a confirmation order approving the
liquidating Chapter 11 plan.

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

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

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

                          About iGPS Co.

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

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

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

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

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

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

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

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

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

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


INSTITUTO MEDICO: Latimer Biaggi Approved as Counsel
----------------------------------------------------
Instituto Medico del Norte, Inc., obtained approval from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
F. David Godreau Zayas of the law firm Latimer, Biaggi, Rachid &
Godreau as attorney for the Debtor.

The Debtor proposed to pay attorneys at the firm at the rate of
$250 per hour; and associates $125 per hour, plus expenses. A
retainer of $20,000 has already been paid.

                     About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor is represented by Fausto David Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- and Rafael A Gonzalez Valiente, Esq. --
rgonzalez@lbrglaw.com -- at LATIMER BIAGGI RACHID & GODREAU, in
San Juan, Puerto Rico.


INTEGRATED BIOPHARMA: To Hold "Say-On-Pay" Votes Every 3 Years
--------------------------------------------------------------
At Integrated Biopharma, Inc.'s Annual Meeting of Shareholders
which was held on Dec. 2, 2013, the shareholders voted to conduct
future non-binding advisory stockholder votes on executive
compensation once every three years.  The Company's shareholders
adopted a non-binding, advisory resolution approving the
compensation paid to the Company's named executive officers and
voted in favor of ratifying the appointment of Friedman, LLP, as
the Company's independent auditors for the fiscal year ending
June 30, 2014.

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/-- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.

The Company's balance sheet at Sept. 30, 2013, showed
$12.56 million in total assets, $22.55 million in total
liabilities and a $9.99 million total stockholders' deficiency.

"At June 30, 2013, we had cash of approximately $55,000 and a
working capital deficit of approximately $2.5 million.  Our
working capital deficit includes (i) $4.5 million outstanding
under our revolving line of credit which is not due until July
2017, but is classified as current due to a subjective
acceleration clause that could cause the advances to become
currently due and (ii) $0.3 million in long term debt which is
also classified as current due to a prepayment provision in
connection with our term loan with PNC Bank, National Association.
These factors have raised substantial doubt as to our ability to
continue as a going concern in previous years and we may continue
to generate net losses for the foreseeable future.  Although we
were able to achieve profitability, we did not do so until the
fourth quarter of our fiscal year ended June 30, 2013.  We cannot
assure that we will remain profitable, although we have taken
several actions to correct the continued losses, including
reducing our selling and administrative expenses by approximately
$3.7 million or 46% and refinancing our debt to, among other
things, provide for a maturity of 5 years, with approximately 4
years remaining as of June 30, 2013," the Company said in its
annual report for the year ended June 30, 2013.


INTELLIPHARMACEUTICS INT'L: Presents at Piper Jaffray Conference
----------------------------------------------------------------
Intellipharmaceutics International Inc.'s Vice President Finance
and Chief Financial Officer Shameze Rampertab presented a Company
overview at the 25th Annual Piper Jaffray Healthcare Conference at
the New York Palace Hotel in New York at 1:00pm EST on Wednesday,
Dec. 4, 2013.  The presentation was webcast live.

                     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.


INTELSAT JACKSON: Moody's Says Upsized Term Loan is Credit Pos.
---------------------------------------------------------------
Intelsat Jackson Holdings S.A.'s decision to up-size the refinance
of its Ba3-rated senior secured term loan to $3.1 billion from
$1.75 billion is credit-positive, according to Moody's Investors
Service.

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


INT'L FOREIGN EXCHANGE: Assets Fetch $7.48 Million at Auction
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that International Foreign Exchange Concepts Holdings
Inc., the parent of investment adviser FX Concepts LLC, sold the
assets at auction last week for $7.48 million to Ruby Commodities
Inc.

According to the report, FX filed for Chapter 11 protection on
Oct. 17 and quickly set up an auction that was held Nov. 25. The
sale was an old-fashioned auction with the assets first offered in
six lots and then in bulk.

The piecemeal auction fetched combined bids of $3.38 million. When
the assets were offered in bulk, Ruby came out on top with an
offer of $7.48 million, which the bankruptcy court in New York
approved on Nov. 26.

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

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

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


ION MEDIA: Moody's Rates Proposed First Lien Credit Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
first lien credit facility of ION Media Networks, Inc.  Moody's
also assigned a B1 Corporate Family Rating (CFR) and a B2-PD
Probability of Default Rating (PDR) to ION Media.

ION Media plans to use proceeds of the $720 million term loan to
fund a shareholder dividend. Media Holdco, LP (Media Holdco) is
the primary owner of ION Media with an 87% equity ownership and
therefore the largest recipient of the dividend. Media Holdco will
use a portion of its dividend proceeds to repay its $253 million
of outstanding debt.

The outlook is stable, and a summary of actions follows.

ION Media Networks, Inc.

  $75mm First Lien Revolver, Assigned B1, LGD3, 33%

  $720mm First Lien Term Loan, Assigned B1, LGD3, 33%

  Corporate Family Rating, B1

  Probability of Default Rating, B2-PD

  Outlook, Stable

Ratings Rationale:

Assuming close of the transaction as proposed, Moody's would
withdraw the B2 rating on Media Holdco's term loan and the B1 CFR
and B2-PD PDR of Media Holdco, since this entity would not hold
any rated debt following repayment after the close of the
transaction. All ratings are subject to review of final
documentation.

The transaction would result in leverage of approximately 4.9
times debt-to-EBITDA for ION Media (based on the trailing twelve
months through September 30 and incorporating Moody's standard
adjustments), which is materially higher than the approximately
2.6 times leverage at Media Holdco currently. However, a track
record of strong performance and expectations for leverage to fall
to the low 4 times debt-to-EBITDA range over the next 18 months
through the combination of EBITDA growth and debt reduction
support the company's B1 corporate family rating. ION Media's
revenue and EBITDA growth for 2013 exceeded Moody's expectations,
but the willingness to operate with leverage represents a more
aggressive fiscal policy. If leverage does not decline over the
next year, due to either operational challenges or incremental
shareholder returns, Moody's would likely downgrade the ratings.

Moody's expects ION Media's revenue growth to exceed television
advertising industry growth over the next two years as it
continues to shift hours to scripted programming and away from
infomercials, and its demonstrated success with this strategy in
the prime time day part provides a track record for achieving
similar success during non-prime periods. Furthermore, Moody's
believes ION Media can continue to win modest incremental share
from other cable networks and gain some pricing lift.
Nevertheless, while ION Media has to date secured access to third
party content at cost-effective rates, inherent risk exists in
evaluating the costs relative to the potential audience. Also,
changing consumer behavior for viewing content creates the risk of
audience erosion, which would pressure advertising revenue.
Moody's does not envision transformative changes in either viewing
behavior or advertising spending that would materially impact ION
Media's growth over the next couple of years, but as business
conditions evolve, the leverage target might need to migrate lower
to sustain the rating.

The stable outlook incorporates expectations for revenue and
EBITDA growth and application of a portion of free cash flow to
debt reduction such that leverage falls to the low 4 times range
over the next 18 months.

Any increase in leverage or inability to bring leverage down over
the next 18 months, whether due to operating challenges or fiscal
policy, would likely lead to a negative outlook or downgrade.

ION Media's small scale, sponsor ownership, and concerns about the
impact of media fragmentation constrain upward ratings momentum.
However, Moody's would consider a positive rating action or
upgrade with expectations for revenue and EBITDA growth in line
with or better than GDP and a commitment to maintaining a stronger
credit profile, including leverage sustained around 2 times debt-
to-EBITDA, free cash flow-to-debt around 20%, and good liquidity.

ION Media owns and operates the ION Television network through a
geographically diversified group of wholly-owned broadcast
stations in the U.S. as well as through carriage agreements with
pay television providers. ION Media also owns and operates the
Qubo and ION Life television networks. The company maintains
headquarters in West Palm Beach, Florida, and generated revenue of
approximately $375 million for the 12 months ended September 30.
Black Diamond Capital Management's affiliates are the primary
indirect owners of ION Media through their ownership of Media
Holdco, whose primary asset is an 87% equity interest in ION
Media.


ION MEDIA: S&P Assigns 'B+' CCR & Rates $720MM Term Loan 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned U.S. television
broadcaster ION Media Networks Inc. a 'B+' corporate credit
rating.  The outlook is stable.  At the same time, S&P affirmed
the 'B+' corporate credit rating on holding company, Media Holdco
L.P.

In addition, S&P assigned ION's new $75 million five-year
revolving credit facility and $720 million seven-year term loan B
its 'B+' issue-level rating, with a recovery rating of '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
for lenders in the event of a payment default.

S&P expects the company to use the upsized revolving credit
facility (undrawn at close) for general corporate purposes.  The
company will use proceeds from the term loan to pay a dividend.
S&P expects Media Holdco L.P., which owns 87% of the equity of ION
Media Networks, will use a portion of the proceeds to repay the
$253 million of debt at the holding company.

The 'B+' rating on ION Media Networks reflects S&P's view of ION's
business risk profile as "weak" and its financial risk profile as
"aggressive."

S&P's assessment of ION's business risk profile as weak reflects
ION Television's relatively modest audience ratings when compared
with peers', and minimal original programming.  The company's
flagship network, ION Television, has extensive reach, covering
100 million homes, largely through cable system carriage.  Cable
and satellite providers must carry the station in markets in which
ION owns a TV station, based on Federal Communications Commission
(FCC) rules.

Over the past few years, ION has shifted its strategy and
increased the amount of entertainment programming it airs, and now
programs about 16 hours per day.  At the same time, it has reduced
infomercials. Entertainment programming offers ION greater
potential advertising revenue and consists mainly of off-network
and off-cable shows, often in their second off-network run.  ION
has minimal original programming, which S&P views as an obstacle
to generating subscription fees and growing advertising rates.
The company has been somewhat successful in raising advertising
rates, but rates are still low by broadcast and cable network
standards.  ION Television is also vulnerable to ongoing ratings
erosion affecting broadcasting and cable networks.  The company
generates minimal retransmission revenue when compared with peers.
S&P believes that it will also be difficult to grow this revenue
stream, given the company's reliance on lower-cost non-original
content and its FCC "must-carry" status.

S&P's assessment of ION's financial risk profile as aggressive
reflects its expectation that pro forma leverage will increase to
the mid-4x area following the transaction, and that leverage will
remain in the 4x to 5x area into 2015.  S&P expects ION to
generate solid free operating cash flow by growing ad sales and
from the company's selective content spending.  S&P expects the
company to use a significant portion of cash flow to fund
dividends, which would slow the pace of debt reduction.


JC PENNEY: Estimates Same-Store Sales Jumped 10% in November
------------------------------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that
J.C. Penney Co. estimated that its same-store sales climbed 10%
during November, while its online sales were well ahead of year-
earlier levels and were consistent with the previous month's
trend.

"We are pleased with our performance over the Thanksgiving holiday
weekend, particularly in light of the continued spending pressures
on consumers," Chief Executive Myron E. Ullman III said on Dec. 3,
the report cited.

The preliminary November sales view came after Penney reported
that its same-store sales rose 0.9% in October, marking the
company's first monthly same-store sales increase since December
2011, a sign the struggling retailer is making progress in its
turnaround strategy, the report related.

Penney has been struggling to rebound following a disastrous year
under former Apple Inc. executive Ron Johnson, the report said.
In April, Penney rehired former CEO Mr. Ullman to replace Mr.
Johnson in the top job. Mr. Ullman has been bringing back popular
in-house brands and reinstating coupons, both of which had been
eliminated by Mr. Johnson.

On Dec. 3, Mr. Ullman said, "The traffic and conversion we saw
both in stores and online this weekend was exciting for everyone
across our organization," the report further cited. However, he
added, "We know the environment will remain as competitive as
ever, and we are all working to maintain our momentum through the
holiday season."

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

                           *     *     *

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


JONESBORO HOSPITALITY: 3rd Interim Cash Collateral Order Entered
----------------------------------------------------------------
Judge Harlin DeWayne Hale entered a third agreed interim order
allowing Jonesboro Hospitality, LLC, access to the cash collateral
of Ciena Capital LLC, as servicer for Bank of New York Mellon
Trust Company, as indenture trustee of an Indenture dated March
2006.

The Debtor is authorized to use cash collateral provided that it
may utilize only the sums indicated in the Debtor's November 2013
"operating budget."

A copy of the Court's Oct. 16, 2013 Order is available at
http://is.gd/epe079from Leagle.com

                   About Jonesboro Hospitality

Jonesboro Hospitality, LLC -- fka Fairbridge Inns & Suites and fka
Jonesboro Holiday Inn -- in Dallas sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 13-34324) on Aug. 27, 2013.
Judge Harlin DeWayne Hale oversees the case.  In its petition,
Jonesboro Hospitality estimated under $10 million in both assets
and debts.  The petition was signed by Atul Nanda, managing
member.

The Debtor's proposed counsel is David L. Woods, Esq., of McGuire,
Craddock & Strother, P.C.  The Debtor previously hired Arthur I.
Ungerman, Esq., and Joyce W.Lindauer, Attorneys at Law, as
counsel.

Howard Marc Spector, Esq., at Spector & Johnson, PLLC, in Dallas,
Texas, represents lender Ciena Capital LLC.


KSL MEDIA: Panel May Hire Pachulski; To Co-File Liquidating Plan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of KSL Media, Inc.,
and its debtor-affiliates won approval from the U.S. Bankruptcy
Court for the Central District of California to retain Pachulski
Stang Ziehl & Jones LLP as counsel.

The Debtors and the U.S. Trustee have raised objections to the
Committee's application.  Peter C. Anderson, the U.S. Trustee,
later withdrew the objection based on the firm's agreement to
commence employment as of Oct. 11, 2013 (rather than Sept. 11),
and include a provision regarding allocation of its fees among the
three Debtors in the order approving the firm's employment.

Following negotiations, the Debtors and the Committee signed a
stipulation providing that:

   -- the opposition to Pachulski's retention is withdrawn and
      the parties will cooperate, to the extent necessary, to
      remove the opposition from the docket due to the dispute
      concerning its admissibility.

   -- The parties will promptly propose a liquidating plan for
      the estates which will name a specific agreed upon
      liquidating trustee.

Judge Alan M. Ahart has approved the parties' stipulation.

                     Pachulski's Services

As reported in the TCR on Oct. 30, 2013, Pachulski Stang is
expected to render, among other things, the following services to
the Committee:

   (a) assist, advise and represent the Committee in its
       consultations with the Debtors regarding the administration
       of these Cases;

   (b) assist, advise and represent the Committee in analyzing the
       Debtors' assets and liabilities, participating in and
       reviewing any proposed asset sales, any asset
       dispositions, and financing arrangements or proceedings;

   (c) assist, advise and represent the Committee in any manner
       relevant to reviewing and determining the Debtors' rights
       and obligations under leases and other executory contracts;

   (d) assist, advise and represent the Committee in investigating
       the acts, conduct, assets and liabilities of the Debtors
       and the Debtors' financial condition, business operations
       and any other matters relevant to these Cases or to the
       formulation of a plan;

   (e) assist, advise and represent the Committee in its
       participation in the negotiation, formulation and drafting
       of a plan of liquidation or reorganization;

   (f) provide advice to the Committee on the issues concerning
       the appointment of a trustee or examiner under Section 1104
       of the Bankruptcy Code;

   (g) assist, advise and represent the Committee in the
       performance of all of its duties and powers under the
       Bankruptcy Code and the Bankruptcy Rules and in the
       performance of such other services as are in the interests
       of those represented by the Committee;

   (h) assist, advise and represent the Committee in the
       evaluation of claims and on any litigation matters; and

   (i) assist, advise and represent the Committee regarding such
       other matters and issues as may be necessary or requested
       by the Committee.

Pachulski Stang will be paid at these hourly rates:

       Richard M. Pachulski      $995
       Jeffrey W. Dulberg        $675
       Paralegal                 $295

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

Pachulski can be reached at:

       Jeffrey W. Dulberg, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       10100 Santa Monica Blvd., 13th Floor
       Los Angeles, CA 90067
       Tel: (310) 277-6910
       Fax: (310) 201-0760
       E-mail: jdulberg@PSZ&Jlaw.com

                        About KSL Media

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

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

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

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


LAFAYETTE YARD: Edison Broadcasting Buys Hotel for $6 Million
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edison Broadcasting LLC is buying the Lafayette Yard
Hotel & Conference Center in Trenton, New Jersey, for $6 million,
after a competing bid at a Nov. 25 auction pushed Edison to raise
its initial $5.53 million offer.

According to the report, a judge approved the sale at a Nov. 26
hearing in U.S. Bankruptcy Court in Trenton, court records show.
Net proceeds from the sale will be $5.94 million, according to a
court filing.

Following its Chapter 11 filing in September, the hotel had to be
sold because financing to operate the property would have run out
by year-end. The hotel went into bankruptcy when the city and
state declined to continue covering losses.

The 197-room hotel opened in 2002 and needs renovation, according
to court papers. Situated on 3.7 acres, it's owned by not-for-
profit Lafayette Yard Community Development Corp. There is $29.9
million in long-term debt, including $14.4 million in tax-exempt
bonds.

Although there were only two bidders at auction, the owner said
earlier that a dozen "interested parties have recently expressed
an interest in buying the hotel."

                       About Lafayette Yard

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23,
2013.  The Debtor is represented by Gregory G. Johnson, Esq., at
Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.


LANDAUER HEALTHCARE: Amends Plan Outline Ahead of Dec. 9 Hearing
----------------------------------------------------------------
Landauer Healthcare Holdings, Inc., et al., last week fine-tuned
its joint plan of reorganization and the explanatory disclosure
statement ahead of a Dec. 9 hearing.

The Debtors hope to obtain approval of the disclosure statement at
the hearing on Dec. 9 at 1:00 p.m., so they can send solicitation
packages to creditors this month and present the Plan for
confirmation in January.

Landauer is targeting a confirmation hearing on the Plan on
Jan. 17, 2014, at 11:00 a.m.; and a Jan. 10, 2014, at 4:00 p.m.
deadline for submitting ballots and any objections to
confirmation.

When they filed for bankruptcy, the Debtors had a deal to sell the
business to Quadrant Management Inc. for $22 million, absent
higher and better offers.  A unit of Passaic Healthcare Services
LLC, doing business as Allcare Medical, submitted a counteroffer
but the bid was deficient and failed to meet the deadlines, and
the offer was later withdrawn.

After Herbard Ltd., an affiliate of Quadrant, purchased the
outstanding claims of the prepetition lenders and thus became the
"secured lender", the Debtors, in consultation with the statutory
committee of unsecured creditors elected to suspend the sale
process in pursuing confirmation of a Chapter 11 plan.

The Debtors believe that after extensive, good faith negotiations
among the Debtors, their secured lender, Herbard, Ltd., and the
Official Committee of Unsecured Creditors, they have proposed a
plan that they believe is fair and equitable, maximizes the value
of the Debtors' estates and provides the best recovery to holders
of allowed claims.

The Plan is also premised on the terms of the settlement between
the Creditors' Committee, LMI DME Holdings LLC and Quadrant, which
provides for the creation of a trust for the sole benefit of
holders of general unsecured claims and if the Plan is confirmed,
holders of allowed convenience class claims and to which the
secured lender carved out from its collateral certain assets to be
contributed thereto.  The Bankruptcy Court approved the settlement
on Oct. 22, 2013.

Under the Plan:

     * Administrative claims expected to total $324,000, priority
tax claims of $170,000 and priority non-tax claims of $86,000 will
be paid in full;

    * Quadrant, which acquired the prepetition credit facility
claim of $29.98 million, will have a 73.4% recovery in the form of
a $10 million secured note and 100% of the new common stock.

    * Holders of general unsecured claims estimated at $16 million
to $26 million will receive shares in the GUC trust and are
expected to have a 4.8% to 14.5% recovery.

    * Small unsecured claims (convenience class) are expected to
total $366,000 and holders of those claims will be paid 10% in
cash on the effective date of the Plan.

    * Holders of existing equity interests won't receive any
distributions.

A copy of the Disclosure Statement dated Nov. 27, 2013, is
available for free at:

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

                    About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H.
Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A.
Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea,
Esq., at K&L Gates LLP, serve as the Debtor's counsel.  Carl Marks
Advisory Group serves as the Debtor's financial advisors, and Epiq
Systems as claims and notice agent.  Maillie LLP serves as the
Debtors' tax accountants.

The Debtor filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.


LE-NATURE INC: Former VP Says Lawyer Botched Fraud Trial
--------------------------------------------------------
Law360 reported that a convicted former executive with bankrupt
drink maker Le-Nature's Inc. told a Pennsylvania federal judge
that his 15-year prison sentence and $661 million restitution
payment should be vacated because of errors made by his attorney
in his 2011 trial.

According to the report, in a pro se petition, former Executive
Vice President Robert Lynn said that his trial counsel refused to
let him take the stand in his own defense and abandoned their
agreed-upon trial strategy to bring forth expert witnesses.

The case is USA v. PODLUCKY et al., Case No. 2:09-cr-00279
(W.D.Pa.).

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks.  Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations.  Within several days, Kroll
uncovered massive fraud at Le-Nature's.  On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  Kroll converted the proceedings from
Chapter 7 to Chapter 11.

On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.

The Debtors' cases were jointly administered.  The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee.  David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors.  Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq.,
at Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders.  Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.

On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.


LIGHTSQUARED INC: Harbinger Revises Suit v. Ergen, Dish Network
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harbinger Capital Partners LLC is trying once more to
mount a successful lawsuit against Charles Ergen and Dish Network
Corp., which he controls.

According to the report, attempting to prevent Dish from buying
spectrum licenses owned by LightSquared Inc., which Harbinger
controls, the revised suit once again contends that Ergen was
barred from buying LightSquared debt because Dish is a competitor.

In mid-November, the bankruptcy judge dismissed the prior
iteration of Harbinger's complaint.

Dish and Ergen have papers on file to dismiss the suit
LightSquared filed in bankruptcy court for the same purpose. Dish
and Ergen contend there was no prohibition against purchases of
LightSquared debt by affiliates of Dish.

There will be a confirmation hearing on Dec. 10 to approve
one of the four competing reorganization plans for LightSquared.
The plans were filed by the company itself, Harbinger, a group
of secured lenders and Mast Capital Management LLC.

                      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.


LIVE OAK HOLDING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Live Oak Holding, LLC
           dba Live Oak Enterprises, LLC
           dba Live Oak Spring Resort
        PO Box 1241
        Boulevard, CA 91905

Case No.: 13-11672

Chapter 11 Petition Date: December 3, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Ruben F. Arizmendi, Esq.
                  ARIZMENDI LAW FIRM
                  110 West "C" Street, Suite 707
                  San Diego, CA 92101
                  Tel: 619-231-0460
                  Fax: 619-231-1899
                  Email: rfalaw@gmail.com

Total Assets: $1.81 million

Total Liabilities: $2.07 million

The petition was signed by Nazar Najor, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb13-11672.pdf


LONGVIEW POWER: Claims Bar Date Set for Dec. 16
-----------------------------------------------
At the behest of Longview Power LLC et al., the U.S. Bankruptcy
Court set the deadline for creditors to file their proofs of debt
not later than Dec. 16, 2013, at 5:00 p.m.

Government units must file their proofs of debt not later than
Feb. 26, 2014, at 5:00 p.m.

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.

Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant.  Under the Plan, the
lenders would share between 85 percent and 90 percent of the
reorganized company's equity, court papers show.  The lenders
providing the bankruptcy loan would get the rest of the equity.


MAGYAR TELECOM: Dec. 11 Hearing Set for Chapter 15 Recognition
--------------------------------------------------------------
Magyar Telecom B.V. on Dec. 4 provided an update
on its petition for recognition under Chapter 15 of the US
Bankruptcy Code of its Scheme of Arrangement Under the UK
Companies Act 2006 and post-restructuring governance and ownership
changes.

As previously announced, a hearing took place before Judge Lane of
the US Bankruptcy Court at 2:00 p.m. (New York time) on
December 3, 2013 in respect of the petition under Chapter 15 of
the US Bankruptcy Code for recognition of the Scheme as a foreign
main proceeding and for related relief giving full force and
effect to the Scheme and related documents.

After consideration of the Company's petition and the relief
sought, the US Bankruptcy Court adjourned the hearing of the
Company's petition for the Chapter 15 Order until 11:00 a.m. (New
York time) on December 11, 2013.  A copy of the order adjourning
the hearing, to which Note Creditors should refer, is available on
the website of the Company's Information Agent, Lucid Issuer
Services Limited.   The deadline for the filing of any objections
to the relief requested under the petition in advance of the
adjourned hearing is 4:00 p.m. (New York time) on
December 10, 2013.

The Chapter 15 Order is a condition to the Scheme becoming
effective as set out in the explanatory statement dated
October 28, 2013 in relation to the Scheme.

            Anticipated Completion of the Restructuring

Subject to the receipt of the Chapter 15 Order on December 11,
2013, the Company intends the Effective Date of the Restructuring
to occur on 12 December 2013.  Note Creditors who have submitted a
valid Account Holder Letter to the Information Agent should expect
to receive their Restructuring Consideration Entitlements and/or
Cash Option Entitlement (as applicable) on December 12, 2013.

Details of the Restructuring Consideration that will be issued on
the Effective Date will be as follows:

(i) Cash Option

The Clearing Price will be EUR1,000 for every EUR1,000 of New
Notes Entitlement successfully tendered pursuant to the terms of
the Cash Option.  The aggregate sum to be paid to Note Creditors
pursuant to the Cash Option will be EUR14,949,000.  In accordance
with the Explanatory Statement, those Note Creditors who validly
submitted an Account Holder Letter on or before the Cash Option
End Date and elected to tender all or some of their New Notes
Entitlement will receive their pro rata proportion of the Cash
Option Consideration at the Clearing Price on the Effective Date.

(ii) New Notes, EquityCo Shares and Units

In accordance with the terms of the Scheme, the aggregate New
Notes Entitlement of Note Creditors of EUR155,000,000 will be
reduced by the principal value of the New Notes Entitlement
successfully tendered by Note Creditors pursuant to the terms of
the Cash Option.  The aggregate principal value of the New Notes
to be issued to Note Creditors on the Effective Date will,
therefore, be EUR140,051,000.

In accordance with the terms of the Scheme, a Note Creditor will
receive 1 EquityCo Share for each EUR1 of principal value of New
Notes it receives.  Therefore, EquityCo will issue in aggregate
140,051,000 EquityCo Shares to Note Creditors.

Note Creditors will be aware that the New Notes and EquityCo
Shares will be issued as a Unit comprising New Notes with a
principal value of EUR1 and 1 EquityCo Share.  The aggregate
number of Units to be issued to Note Creditors will, therefore, be
140,051,000.

On the Effective Date, Hungarian Telecom Cooperatief will
subscribe for New Notes (and will receive the corresponding
EquityCo Shares stapled to such New Notes pursuant to the Unit
Agreement) with a principal value of EUR10,000,000 in
consideration for the payment of EUR10,000,000.

Therefore, the aggregate principal value of New Notes issued and
outstanding immediately following completion of the Restructuring
will be EUR150,051,000 and the aggregate number of EquityCo Shares
issued will be 150,051,000.

                        Governance Changes

The Company also disclosed that it is intended that certain
governance changes will be made as of the Effective Date.  In
particular, Nikolaus Bethlen, who holds the position of Director
and Vice Chairman of the Board of the Company, will be appointed
as Chairman of the Company.  Robert Chmelar will be appointed to
the Board of the Company.  Mr. Chmelar will replace Craig Butcher,
the current Chairman, as one of the Mid Europa Partners' nominated
Directors.  Mr. Butcher will be stepping down for personal
reasons.  The Company would like to express its gratitude for his
contribution to the business and especially his pivotal role in
the Restructuring.

Mark Nelson-Smith and Jan Vorstermans have been selected as non-
executive directors to the Board of the Company by the Committee.

Mr. Nelson-Smith has served on the boards of a number of companies
engaged in the European TMT space, most recently as non-executive
director at Primacom GmbH, Germany's fourth largest cable TV
operator.  He was previously a Managing Director in the European
Communications Group at UBS Investment Bank, where he was
responsible for originating and executing transactions for UBS's
telecoms clients across EMEA.

Mr. Vorstermans was most recently Chief Operating Officer at
Telenet, one of the leading providers of cable services in
Belgium, a position he departed in July 2013 having served at the
company for 10 years.  He has also previously held senior
management positions in various companies within the
telecommunications space in Europe, including BT Belgium and NYNEX
Network Systems.

In addition, David McGowan and David Blunck, who are directors of
Invitel Tavkozlesi Zrt., the Company's main operating subsidiary,
will be appointed to the Board of the Company.  Finally, Michael
Adams and Roy Arthur, who are employees of the Company's
administrative services provider TMF, will resign from the Board
of the Company following the conclusion of their role in the
Restructuring.  The Company would like to express its gratitude to
Messrs. Adams and Arthur for their contribution.

Subject to the occurrence of the Effective Date, the composition
of the Board of the Company will be as follows:

Nikolaus Bethlen, Chairman Thierry Baudon Robert Chmelar Mark
Nelson-Smith Jan Vorstermans David McGowan David Blunck

                         Ownership Changes

Following the Effective Date, the Company will become 49% owned by
EquityCo, which is an exempted company with limited liability
incorporated under the laws of the Cayman Islands through which
the Note Creditors will hold the equity interests in the Company
which they will receive as part of the Restructuring.  Mark
Nelson-Smith and Jan Vorstermans have been selected as executive
directors of the Board of EquityCo by the Committee.
Mr. Nelson-Smith was appointed on November 25, 2013 and
Mr. Vorstermans will be appointed on or around the Effective Date.

In case of any enquiries, please contact one of the advisers
below:

* Company Advisers:

         HOULIHAN LOKEY (EUROPE) LIMITED
         Chris Foley
         Tel: +44 20 7747 2717
         E-mail: cfoley@hl.com

         WHITE & CASE LLP
         Stephen Phillips
         Tel: +44 20 7532 1221
         E-mail: sphillips@whitecase.com

    * Information Agent

         Lucid Issuer Services Limited
         Sunjeeve Patel / Thomas Choquet
         Tel: +44 20 7704 0880
         E-mail: invitel@lucid-is.com

    * Noteholder Group Advisers

         MOELIS & COMPANY
         Charles Noel-Johnson
         Tel: +44 20 7634 3500
         E-mail: charles.noel-johnson@moelis.com

         ROHAN CHOUDHARY
         Tel: +44 20 7634 3660
         E-mail: rohan.choudhary@moelis.com

         BINGHAM MCCUTCHEN (LONDON) LLP
         Neil Devaney
         Tel: +44 20 7661 5430
         E-mail: neil.devaney@bingham.com

         James Terry
         Tel: +44 20 7661 5310
         E-mail: james.terry@bingham.com

                    About Magyar Telecom B.V.

Magyar Telecom B.V. is a private company with limited liability
incorporated in the Netherlands and registered at the Chamber of
Commerce (Kamer van Koophandel) for Amsterdam with number
33286951 and registered as an overseas company at Companies House
in the UK with UK establishment number BR016577 and its address
at 6 St Andrew Street, London EC4A 3AE, United Kingdom
(telephone: +44(0)207-832-8936, Fax: +44(0)207-832-8950).

Magyar Telecom BV, owner of Hungarian telecommunications provider
Invitel, commenced proceedings in the United Kingdom on Oct. 21,
2013, to carry out a scheme of arrangement to reduce debt.  Under
the scheme to be implemented through the High Court of Justice of
England and Wales,, EUR350 million (US$481 million) in 9.5%
secured notes will be reduced to EUR155 million.  The company has
the support of holders of 70% of the notes.

On Oct. 28, the U.K. judge authorized holding a creditors'
meeting on Nov. 27 to approve the scheme, Bloomberg News relates.

Magyar filed a petition in New York under Chapter 15 (Bankr.
S.D.N.Y. Case No. 13-bk-13508) on Oct. 29, 2013, to assist a
court in the U.K. in carrying out the scheme.


MARK SPANGLER: Receiver Kent Johnson Recovers 50% of Investments
----------------------------------------------------------------
Defrauded investors often wait years to see a small distribution
in insolvency cases involving financial fraud, if they see any
distribution at all.

But in one of the Northwest's more publicized financial fraud
cases, appointed receiver Kent L. Johnson of Aebig & Johnson
Business Resolutions LLC untangled complex finances and worked
with state and federal regulators to recover about 50 percent of
investors' investments.  The majority of the investors/victims
live in the Pacific Northwest.

"I am particularly proud and appreciative of the hard work by our
receivership team who kept the total receivership expenses,
including legal fees, to under five percent of the total amount
recovered," said Mr. Johnson.  "I am also very appreciative of the
support, patience and cooperation of the investors/victims, many
of whom had their life savings at risk of total loss."

On Nov. 7, 2013, Mark Spangler, a registered investment advisor
and former chair of the National Association of Personal Financial
Advisors, was convicted by a federal jury on 32 counts of wire
fraud, money laundering and investment advisor fraud.

Two years earlier, Mr. Johnson was appointed the receiver for
seven related companies, including Spangler's investment advisory
firm, two large financial funds largely invested in illiquid
start-up companies, three special purpose investment entities and
start-up company TeraHop Networks.  Approximately $60 million of
net cash was invested in these receivership entities.

By harnessing specialized expertise to maximize asset recoveries
promptly and efficiently, Mr. Johnson successfully distributed
approximately $26 million to investors to date --less than two
years after the receiverships were first filed.  A third interim
distribution of more than $2.4 million is anticipated before
year's end and a final distribution is planned in the first half
of 2014, bringing the total recoveries to nearly $30 million or 50
percent of investors' net cash investments.

Mr. Johnson and his receivership team worked through the complex
history, inter-company transactions, obligations and rights of the
related companies.  He brought extensive financial and management
experience to bear, serving as a board observer of one of the
target investment companies, Tamarac Inc. Tamarac was sold for a
significant return on the investment.  As receiver, Mr. Johnson
also supervised the sale of the patent portfolio of TeraHop -- a
company which had consistently lost money and never marketed a
profitable product -- for $10 million to a Fortune 500 company.
Various other Spangler portfolio investments were sold and
liquidated.

The receivership team successfully secured court approval of all
major asset liquidations without objections or appeals.  The team
also gained support for a creative distribution plan to investors
from numerous constituencies with unique and conflicting interests
-- including federal and state agencies and six groups of
investors.  Such achievements are rare feats in insolvency
proceedings.

"A key to our success was the relationship that we formed with our
investors," said Mr. Johnson.  "We maintained full transparency by
providing detailed quarterly updates and holding personal and
group meetings with the investors to ensure they felt confident
and secure during this challenging time."

Financial fraud cases can be challenging for all parties involved,
but having experienced and highly-skilled professionals navigate
the complexities can make a significant difference for investors.
More information is available http://www.ajbr.com

                   About the Receivership Team

Kent Johnson's receivership team included Bucknell Stehlik Sato &
Stubner LLP (legal counsel), Jan M. Kallshian (financial analysis
and accounting), Frank D. Miller (private investigator and
forensic accounting) and Louis Carbonneau (Intellectual Property
Assessment, IP Marketing/Sales).  Messrs. Johnson, Kallshian,
Miller and Carbonneau are all now part of Aebig & Johnson Business
Resolutions LLC, where their expertise is further complemented by
principals Sheena R. Aebig and Jerry E. Keppler, and additional
affiliated members George L. Johnson, Bruce E. Hosford, Scott L.
Hardman and Thomas H. Elzey.

      About Aebig & Johnson Business Solutions LLC (AJBR)

AJBR is a professional firm that provides a full set of business
resolution services and related analysis and litigation support
for troubled businesses and properties.  Its core services revolve
around engagements as Receivers of troubled assets and Trustees of
business bankruptcies.  AJBR works closely with company
management, shareholders and owners, board of directors,
creditors, debtors and government agencies, including the state
and federal court systems.

In addition to serving as Receivers, Trustees and expert
witnesses, AJBR also provides the services of private
investigation and forensic accounting, business valuations and
appraisals, company divestures/sales, debt restructuring,
intellectual property marketing and sales, foreclosure support and
real estate property consulting/disposition.


MCGRAW-HILL SCHOOL: Fitch Assigns B IDR & Rates New Term Loans BB
-----------------------------------------------------------------
Fitch Ratings has assigned an initial Issuer Default Rating (IDR)
of 'B' for McGraw-Hill School Education Holdings, LLC (MHSE) and
assigned a 'BB/RR1' rating to the proposed senior secured term
loans. The Rating Outlook is Stable. MHSE is the K-12 educational
content and test assessment business of McGraw-Hill Education
(MHE).

Proceeds of the term loans, along with cash on the balance sheet,
will be used to fund a $395 million dividend to the shareholders
and cover transaction costs. Funds affiliated with Apollo Global
Management (Apollo) acquired MHE for $2.4 billion in March of
2013. Apollo contributed $1 billion in cash to complete the
acquisition, approximately 40% of the transaction value. The
dividend would reduce the overall equity outlay by Apollo to
approximately 25% (based on the $2.4 billion transaction value).
The ratings reflect Fitch's belief that the current capital
structure is not permanent and over the long term MHSE would carry
higher levels of debt on its balance sheet, which may be used for
further equity returns or acquisitions. However, Fitch does not
expect additional leveraging transactions in the near to mid-term.

The term loans will benefit from a first priority lien on all non-
ABL collateral assets and have a second lien on the ABL collateral
assets. Between the two collateral groups, materially all the
assets of MHSE secure the term loans and the $150 million ABL
facility in either a first lien or second lien position. The term
loans will also be guaranteed by the same subsidiaries that
guarantee the ABL facility. The guarantors are the domestic
wholly-owned subsidiaries of MHSE, which make up a material
portion of the company's operations. McGraw-Hill School Education
Intermediate Holdings will also provide a guarantee.

The term loans will amortize 1% per annum and mature in six years.
There is no mandatory excess cash flow sweep. MHSE expects to have
an uncommitted option to increase the term loans by $75 million
and may increase the term loans for a higher amount, limited by a
Net First Lien Leverage ratio of 2.5x for parity debt and a 4x
limit for term loans junior to the proposed term loans.

Key Rating Drivers:

McGraw-Hill School Education Group (MHSE) is one of three leading
K-12 educational content providers. Fitch believes that Pearson,
Houghton Mifflin Harcourt (HMH) and MHSE hold more than 80% of the
US K-12 text book publishing market.

Fitch believes MHSE and its peers have endured a period of
cyclical weakness. State and municipal revenues and education
budgets are improving. In addition, the adoption of Common Core
State Standards (CCSS) for English language arts and math will
drive demand for new textbook, educational materials and digital
learning solutions. Fitch believes that the educational content
providers will grow revenues organically starting in 2013/2014.

Fitch expects MHSE to continue investing in its digital products,
including through acquisitions. In addition, the company has
refocused its sales force to place it in a position to better sell
its digital products. These investments and sales force
initiatives should position MHSE to benefit in the rebound in the
K-12 educational market. Fitch expects MHSE to at least defend its
existing market share. Fitch's base case model assumes revenues
growth in the low-single digits in 2014 and 2015. Fitch recognizes
that there could be upside in 2015 revenue growth, supported by
the expected California and Texas adoptions. Fitch's base case
demonstrates that the company can deliver lower revenue growth and
maintain current ratings.

Based on Fitch's base case, MHSE is expected to generate $75 to
$100 million in FCF in 2013 and $50 to $75 million in 2014. The
lower FCF in 2014 is driven by working capital swings and
investments in product development due to the increased
adoption/sale expectations. The ratings reflect Fitch's
expectation that FCF will be dedicated towards acquisitions and
organic investments. Fitch believes most acquisitions will be
small tuck in acquisitions. Investments into adjacent K-12
educational markets may provide diversity away from highly
cyclical state and local budgets.

MHSE did not provide audited financial statements. Audited
combined financial statements for McGraw-Hill Education LLC were
provided, which combined MHSE and McGraw-Hill's Global Education
Holdings (MHGE). Unaudited break out of these two divisions were
provided by management and used by Fitch to assign ratings. Upon
the acquisition of MHE by Apollo, MHSE and MHGE were separated
into two sister non-recourse subsidiaries of MHE.

Liquidity, FCF and Leverage:

Based on Fitch's base case, Fitch calculated FFO adjusted leverage
is expected to be approximately 2.3x at the end of 2013, exceed 3x
in 2014 and decline below 3x by 2015. Adjusting EBITDA for
deferred revenue, one-time items and deducting plate expenditures,
gross leverage is expected to range from 1.8x to 2.3x in 2013 and
2014.

As of Sept. 30, 2013, liquidity was supported by $269 million in
cash (prior to the proposed dividend). The company also has its
undrawn $150 million ABL facility due in 2018. Fitch expects 2013
year end cash balances of approximately $100 million (following
the proposed dividend). Fitch believes MHSE will have sufficient
liquidity to fund seasonal cash flow needs.

Recovery Ratings Analysis:

MHSE's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Given the strong
recovery prospects, the $200 million senior secured term loan is
notched up to 'BB/RR1'.

Rating Sensitivities:

Rating Upgrade: Long-term, meaningful diversification into
international markets (through its royalty received from MHGE) and
into new business initiatives could lead to positive rating
actions. Also, growth of EBITDA and FCF ahead of Fitch's
expectations, which would likely demonstrate the company's ability
to drive digital revenue growth and/or retake market share from
its competitors, could lead to positive rating momentum.

Rating Downgrade: Revenue declines in the low to mid-single digits
could result in rating pressures.

Fitch has assigned the following ratings:

MHSE

-- Long-term IDR at 'B';
-- Proposed senior secured term loans at 'BB/RR1';

The Rating Outlook is Stable.


MEDCORP INC: Bankr. Court Denies Bid to Dismiss Suit v. Huntington
------------------------------------------------------------------
The Huntington National Bank failed to convince an Ohio bankruptcy
court to dismiss a complaint filed by John N. Graham, as
bankruptcy trustee of debtor Medcorp, Inc., seeking to avoid a
pre-bankruptcy transfer.

The transfer at issue had been made under the direction of Mark
Uhrich who, prior to the commencement of the Debtor's bankruptcy
case, had been appointed a state-court receiver of the Debtor's
assets and business operations.

The transfer at issue in the matter was made on September 21,
2010, and was for the sum of $685,678.46.  These funds had come
under the receiver's custody and control as the result of a
prepetition settlement reached in a legal malpractice case brought
by the Debtor.  The transfer was then made by the receiver to the
Bank on account of a prepetition judgment the Bank had obtained
against the Debtor for the approximate amount of $10,000,000.

The complaint is John N. Graham, Trustee Plaintiff, v. The
Huntington National Bank Defendant, Adv. Proc. No. 13-3065 (Bankr.
N.D. Ohio).  A copy of the Bankruptcy Court's Oct. 1, 2013
Memorandum Decision is available at http://is.gd/BIIsdofrom
Leagle.com.

                         About MedCorp Inc.

MedCorp, Inc., filed a Chapter 11 petition (Bankr. N.D. Ohio Case
No. 11-33239) on June 10, 2011, estimating assets and debts of up
to $50,000.  Affiliate Medcorp E.M.S. South, LLC (Bankr. N.D. Ohio
Case No. 11-33256) and Stickney Avenue Investment Properties LLC,
also filed.  Judge Richard Speer presides over the bankruptcy
cases.

MedCorp filed for Chapter 11 protection to halt the pending sale
of the ambulance company to Enhanced Equity Fund LP, which bid
$5.3 million in cash to buy the firm.  The sale was ordered by
Lucas County Common Pleas Court Judge Gary Cook, who is presiding
over a MedCorp receivership case that began in August. Mark Uhrich
of Hillyer Group LLC was appointed receiver.

The Court subsequently divested the Debtor of its status as a
debtor-in-possession, and appointed John Graham as trustee.  The
Court ultimately entered an order, consummating a sale of
substantially all of the Debtor's assets.


MOBILESMITH INC: Sells $120,000 Additional Convertible Note
-----------------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$120,000, to a current noteholder.  The Company is obligated to
pay interest on the New Note at an annualized rate of 8 percent
payable in quarterly installments commencing Feb. 25, 2014.  As
with the Existing Notes, the Company is not permitted to prepay
the New Note without approval of the holders of at least a
majority of the aggregate principal amount of the Notes then
outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                        About MobileSmith Inc.

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

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.67 million in total
assets, $31.59 million in total liabilities, and stockholders'
deficit of $29.92 million.

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


MONTANA ELECTRIC: Trustee Removed to Allow Liquidation
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Southern Montana Electric Generation & Transmission
Cooperative Inc., its Chapter 11 trustee removed, appears headed
for liquidation rather than reorganization.

According to the report, after the Chapter 11 filing in October
2011, the co-op lost two of its six municipal customers and about
35 percent of revenue. With the co-op board deadlocked, contending
factions of creditors prevailed on the court to appoint a Chapter
11 trustee.

The creditors divided themselves into two factions. One included
trustee Lee Allen Freeman and secured noteholders including
Prudential Insurance Co. of America. On the other side were the
four remaining municipal customers and the unsecured creditors'
committee.

The factions couldn't agree on the co-op's future. The customers
wanted liquidation, while the noteholders and the trustee sought
reorganization.

The municipal customers contended that reorganization would force
the ratepayers to foot the bill for the noteholders' benefit.

U.S. Bankruptcy Judge Ralph Kirscher in Butte, Montana, previously
rebuffed efforts by the municipal customers to convert the case to
liquidation. Although he approved the trustee's disclosure
statement in early October, the judge said there were "significant
hurdles" before the plan could be approved.

The trustee's plan would have repaid the noteholders $60 million,
while the municipal customers advocated a plan of their own where
the noteholders would be paid by transferring a newly built
generating plant to them. The remainder of the business would be
liquidated, under the customers' proposal.

There is no longer a deadlock among the owners, Judge Kirscher
said in his Nov. 26 opinion. He therefore terminated the trustee,
returning control to the co-op and its municipal owners.

Near the end of his opinion, Judge Kirscher said the trustee, his
counsel and the noteholders' counsel have applied to be paid $6
million. "And yet, after two years, the trustee has not secured
confirmation of a plan," Judge Kirscher said in his opinion.

Referring to a suggestion made by the customers in seeking to end
the trusteeship, Judge Kirscher said, "there is the appearance of
a perverse incentive to keep this case going along under the
status quo, so the trustee, his counsel and counsel for the
noteholders can continue filing interim fee applications."

The trustee's plan was based partly on a settlement with secured
noteholders who agreed to waive a $46 million claim for a so-
called make-whole premium. The plan would have saddled the co-op
with about $60 million on two issues of secured notes after
emerging from Chapter 11.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


MONTANA ELECTRIC: Hires Goodrich Law as Counsel
-----------------------------------------------
Southern Montana Electric Generation and Transmission Cooperative,
Inc., seeks authorization from the U.S. Bankruptcy Court for the
District of Montana to employ Malcolm H. Goodrich, Maggie Stein,
Felicia Smith, professionals from Goodrich Law Firm, P.C. as
counsel.

The professional services that Goodrich Law will render include
general counseling and representation before the Bankruptcy Court
in connection with the Chapter 11 case and any associated matters
before the Court.

Goodrich Law will be paid at these hourly rates:

       Malcolm H. Goodrich               $300
       Maggie Stein, associate           $180
       Felicia Smith, legal assistant    $80

Photocopying by third-party copying firms, postage or other
package delivery and multiparty conference call hosting services
will be charged at cost; mileage will be charged at per mile rate
allowed by the Internal Revenue Service or $.45 per mile,
whichever is less.

Goodrich Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The Debtor will pay a retainer of $5,000 to Goodrich Law which
will be held in its trust account for application against Court
approved fees and costs which are not paid by the Debtor.

Mr. Goodrich, Ms. Stein and Ms. Smith 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.

Goodrich Law can be reached at:

       Malcolm H. Goodrich, Esq.
       GOODRICH LAW FIRM, P.C.
       2619 St. Johns Ave., Ste. F
       P.O. Box 1899
       Billings, MT 59103-1899
       Tel: (406) 256-3663
       Fax: (406) 256-3660

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


MONTREAL MAINE: Buyer to Sign Contract This Week
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Montreal Maine & Atlantic Railway Ltd., the bankrupt
railroad whose runaway train killed 47 after derailing and burning
in Lac-Megantic, Quebec, is in the final throes of negotiating a
contract with a so-called stalking horse bidder, trustee Robert J.
Keach said in a phone interview.

According to the report, Keach said a contract to sell the
railroad should be signed this week in time for a Dec. 16 hearing
to approve auction and sale procedures. The hearing will be held
jointly with the Canadian court supervising a parallel bankruptcy
reorganization.

There is "considerable interest," Keach said, from a half dozen
"really committed parties" doing "heavy due diligence." Keach
wouldn't disclose the price or the identities of potential buyers.
The sale is to be completed before the railroad finishes
reorganizing.

Repairs on the damaged track in Lac-Megantic are nearing
completion, allowing the railroad to resume carrying cargo between
the U.S. and Canada as soon as next week, Keach said.  The
inability to carry cross-border freight has depressed revenue.
Although it's legally permitted, the railroad isn't carrying shale
oil similar to that which burned and caused the disaster, Keach
said.

The railroad reported a $453,000 net loss in October on revenue of
$920,000.

October's loss before interest, taxes, depreciation and
amortization was $440,000, according to the operating report filed
with the U.S. Bankruptcy Court in Bangor, Maine.

Last week the U.S. Trustee appointed three individuals to an
official committee representing victims of the disaster.

In a railroad reorganization like MM&A's, creditors' committees
aren't automatically appointed. The bankruptcy judge called for a
victims' committee in October.

Unlike the wide-ranging powers ordinarily conferred on a
creditors' committee, Bankruptcy Judge Louis H. Kornreich said,
the victims' committee would be limited to conferring with the
trustee and participating in formulation of a Chapter 11 plan.

The U.S. Trustee found three Canadians to serve on the committee.
Judge Kornreich had instructed the U.S. Trustee to select a
committee "of sufficient size and diversity" to assist in
"formulation of a plan which will determine the extent to which
victims may share in any distribution."

In railroad reorganizations, unlike other companies in Chapter 11,
a trustee is appointed automatically.

                        About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel.  Development Specialists, Inc.,
serves as his financial advisor.  Gordian Group, LLC, serves as
the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, is seeking financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

The Hermon, Maine-based carrier is still working to create a
formal claims process for the families of the victims and other
claims holders.  The carrier will present a formal process to the
court for approval by Nov. 30, according to the filings, Bloomberg
News reported.


MOUNTAIN PARADISE: Bid to Stay Fannie Mae Foreclosure Denied
------------------------------------------------------------
District Judge Gloria M. Navarro denied Mountain Paradise Village,
Inc.'s emergency motion to stay a real property foreclosure sale
scheduled for mid-October 2013 pending an appeal of the bankruptcy
court order denying approval of the Debtor's Third Disclosure
Statement.  The foreclosure sale was to be conducted by Federal
National Mortgage Association (Fannie Mae).

In an Oct. 15, 2013 order, the District Court finds that the
Debtor has not shown a likelihood of success on the merits of its
appeal, particularly where the reasoning of the bankruptcy court
does not appear to show an abuse of discretion.

The District Court adds that imposition of the harms on Fannie Mae
and the public cannot be justified solely for the sake of
preserving the property in the unlikely event of a successful
appeal.

The case is MOUNTAIN PARADISE VILLAGE, INC., Appellant v. FEDERAL
NATIONAL MORTGAGE ASSOCIATION, Appellee, Case No. 2:13-CV-01813-
GMN (D. Nev.).  A copy of the District Court's Oct. 15, 2013 Order
is available at http://is.gd/aKqT8rfrom Leagle.com.

After the bankruptcy judge denied approval of Mountain Paradise's
third proposed plan of reorganization and lifted the stay as to
Fannie Mae, a trustee's sale of the real property of the estate,
an apartment complex, was scheduled for Oct. 16, 2013.  On Oct. 1,
2013, the bankruptcy judge denied Mountain Paradise's Motion for
Stay Pending Appeal, and on Oct. 3, 2013, the Emergency Motion for
Stay Pending Appeal was filed before the Court.


MYERS MILL: Trustee Wins Dismissal of Bankruptcy Case
-----------------------------------------------------
Judge A. Thomas Small in November entered an order dismissing the
Chapter 11 case of Myers Mill, LLC.

Gerald A. Jeutter, Jr., the Chapter 11 trustee in the bankruptcy
case, sought case dismissal, asserting that a reorganization plan
is not necessary in the case and would only serve to diminish the
recovery to the remaining junior secured claimants.

The Chapter 11 Trustee explained that the Debtor's assets
consisted of lots located in Dorchester County, South Carolina.
During the pendency of the case, all of the lots were sold, and
the first lien holder -- Wachovia Bank, N.A. -- was paid in full.

All property of the estate has been liquidated, with the exception
of a cash bond with the State of South Carolina in the amount of
$146,000.  This bond cannot be released for one year to insure the
payment of any expenses in connection with the maintenance of
roadways, landscape, etc., in the Debtor's developed subdivision.
This one-year deadline will not expire until May 2014.

The Debtor's estate has liquidated funds of $1,541,653 as of
Aug. 31, 2013.

The Bankruptcy Administrator withdrew her objection to the motion
for dismissal after the Chapter 11 Trustee satisfactorily answered
all the Bankruptcy Administrator's questions and concerns.

The dismissal order signed Nov. 8, 2013, provides that the Trustee
is authorized:

  (a) to pay Chapter 11 fees and expenses as previously allowed by
      order of the Court, as follows:

     * Trawick H. Stubbs, Jr., Attorney   $43,885 (fees)
                                           $5,071 (expenses)

     * John A. Northen                    $13,559 (fees)
                                             $325 (expenses)

     * Neal Bradsher and Taylor            $3,130 (fees)

     * Gerald A. Jeutter, Jr., Trustee    $32,825 (commission)
                                             $504 (expenses)
     * Adams, Martin and Assoc., Acct.    $10,312 (fees)
                                          $ 1,133 (expenses)

     * Clerk, USBC                             $0 (spec. charges)

  (b) After payment of Chapter 11 fees and expenses, the Trustee
      will reserve sufficient funds to pay quarterly fees to the
      Clerk, based upon the aggregate disbursements, until the
      case is dismissed.  All remaining funds in the Trustee's
      account shall be distributed to John A. Northen, Disbursing
      Agent, and Trustee will assign the Debtor's rights to
      receive any refund or release of escrowed funds held to
      secure existing bonds to the Disbursing Agent;

  (c) the Disbursing Agent is authorized to distribute those funds
      received from the Trustee, including any funds received in
      the future from the escrow account with the State of South
      Carolina, pursuant to the Order Granting Committee Motion to
      Treat Investor Claims as A Class and Authorize Committee to
      Represent Investor Class in All Affiliated Cases entered
      April 2, 2009 in this case. The Disbursing Agent will file a
      report in this case as to distributions made, unclaimed
      funds may be deposited with the Clerk, and no quarterly fees
      will be assessed upon the distributions made by the
      Disbursing Agent;

  (d) upon distribution of all funds by the Trustee, and the
      filing of the report by the Disbursing Agent as to
      distributions made, the Trustee will advise the Clerk that
      all funds have been distributed, and submit a zero balance
      bank statement to the Bankruptcy Administrator; and

  (e) upon receipt of the zero balance bank statement, this
      Chapter 11 case will be dismissed, and the case will be
      closed.

                         About Myers Mill

Headquartered in Charlotte, North Carolina, real estate company
Myers Mill LLC filed for Chapter 11 protection on Sept. 22, 2008
(Bankrk. E.D. N.C. Case No. 08-06508).  Laurie B. Biggs, Esq., and
Trawick H. Stubbs, Jr., at Stubbs & Perdue, PA, represents the
Debtor as counsel.  In its schedules, the company listed total
assets of $13,986,640 and total debts of $10,817,772.

The Debtors are North Carolina and South Carolina limited
liability companies that engage in the business of land
development.  The Debtors' members are J. Franklin Martin, Scott
A. Stover, and Matthew A. McDonald.  The Debtors' affiliate and
managing member, Landcraft Management, LLC and its predecessor
Landcraft Properties, Inc. have been engaged in the real estate
development business for over 20 years.  J. Franklin Martin, Scott
A. Stover, and Matthew A. Mcdonald are the sole members of
Landcraft.  Each of the Debtors is the owner of a single piece of
real estate, which is in the process of being developed into a
subdivision.

Some of the Debtors are currently being managed by Landcraft
Communities, LLC, which is a limited liability company owned by
Messrs. Martin, Stover, and McDonald, on an interim basis.  The
remaining Debtors are being managed by Landcraft Management, LLC.

On June 27, 2008, Eagle Creek, Eagles Trace, Back Creek, Aumond
Glen, and Saddlebrook filed their Chapter 11 cases.  On Sept. 22,
2008, The Heights, Kelsey Glen, The Rapids at Belmeade, Water
Mill, Chandler Oaks, Myers Mill, and River Chase filed their
Chapter 11 petitions.  On Oct. 9, 2008, The Village at Windsor
Creek and Lismore Park filed their Chapter 11 petitions.  On
Oct. 15, 2008, Old Towne filed its Chapter 11 petition.  On
Oct. 29, 2008, Caledonia filed its Chapter 11 petition.


NASCO PRODUCTS: 22nd Century Purchases Manufacturing Facility
-------------------------------------------------------------
22nd Century Group, Inc., on Dec. 3 disclosed that it has
purchased all of the equipment at a cigarette manufacturing
facility in Mocksville, North Carolina.  Until now, 22nd Century
Group's subsidiary, Goodrich Tobacco Company, had produced all of
its products through contract manufacturers.

22nd Century Group and NASCO Products, LLC entered into a lease
agreement for the 61,500 square foot manufacturing facility this
past October.  "This turnkey facility will speed up our own
production and distribution of our brands by at least 6 months,"
stated Joseph Pandolfino, Founder and CEO of 22nd Century Group.
22nd Century plans to first manufacture SPECTRUM research
cigarettes within the next 30 days and shortly thereafter begin
production of its RED SUN and MAGIC super-premium brands.  The
Company also expects to enter into a manufacturing agreement with
a strategic partner and to begin exporting its products later in
2014.

As reported last September, 22nd Century Group and NASCO Products
entered into a binding agreement for 22nd Century Group to
purchase NASCO Products.  NASCO Products, a federally licensed
tobacco product manufacturer, is also a participating member of
the Tobacco Master Settlement Agreement known as the MSA, an
agreement among 46 U.S. states and the tobacco industry
administered by the National Association of Attorneys General
(NAAG).  Mr. Pandolfino added, "22nd Century is working with NAAG
to obtain the consent of the attorneys general for our acquisition
of NASCO Products and we have made great progress over the last
few weeks."

22nd Century Group will immediately start hiring key personnel
formerly employed at the factory, which was producing cigarettes
up until August 2013.  The Company believes that having its own
factory will create tremendous shareholder value since control and
production of its differentiated tobacco products will be greatly
facilitated and costs will be reduced.

Terry Bralley, President of Davie County Economic Development
Commission, stated, "We welcome 22nd Century Group to North
Carolina.  As a growing and innovative publicly-traded company,
22nd Century will rejuvenate one of North Carolina's important
manufacturing enterprises.  This is exceedingly good news and will
assist us in restoring jobs to Davie County."

22nd Century Group's legal team was led by William F. Savino of
Damon Morey LLP.  The Company's winning bid in the Chapter 7
bankruptcy proceeding was $3.22 million, $50,000 more than the
losing bid.  The Order was signed by the Honorable William L.
Stocks on December 2, 2013.  Approximately one-third of the
manufacturing equipment purchased will not be needed and is
expected to be sold to other parties that have already expressed
interest.

                     About 22nd Century Group

22nd Century is a plant biotechnology company whose proprietary
technology allows for the levels of nicotine and other nicotinic
alkaloids (e.g., nornicotine, anatabine and anabasine) in the
tobacco plant to be decreased or increased through genetic
engineering and plant breeding.  22nd Century owns or is the
exclusive licensee of 114 issued patents in 78 countries plus an
additional 36 pending patent applications.  Goodrich Tobacco
Company, LLC and Hercules Pharmaceuticals, LLC are wholly-owned
subsidiaries of 22nd Century.  Goodrich Tobacco is focused on
commercial tobacco products and potential less harmful cigarettes.
Hercules Pharmaceuticals is focused on X-22, a prescription
smoking cessation aid in development.


NBTY INC: S&P Affirms 'B+' Corp. Credit Rating on New Notes Upsize
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of the ratings on
Ronkonkoma, N.Y.-based NBTY Inc., including the 'B+' corporate
credit rating and 'B-' issue rating on the proposed upsized
7.75%/8.50% payment-in-kind (PIK) toggle $1 billion Alphabet
Holding Co. senior unsecured notes due 2017.  The recovery rating
on the holding company notes is '6', indicating that lenders could
expect negligible (0% to 10%) recovery in the event of a payment
default.  The outlook is negative.

At the same time, S&P affirmed the 'BB-' issue rating on NBTY's
$1.7 billion senior secured credit facilities and 'B+' issue
rating on NBTY's $650 million 9% senior unsecured notes due 2018.
The recovery rating on the secured bank debt is '2', indicating
that lenders could expect substantial (70% to 90%) recovery in the
event of a payment default.  The recovery rating on the senior
unsecured notes is '5', indicating that lenders could expect
modest (10% to 30%) recovery in the event of a payment default.

Standard & Poor's speculative-grade ratings on NBTY reflects its
assessment that the company has a "highly leveraged" financial
risk profile due to the increasingly aggressive financial policy
of its sponsor, as demonstrated by the proposed second dividend in
a year aggregating almost $1.2 billion, of which $1 billion will
have been debt-financed.  The debt-financed dividend results in a
deterioration of already weak credit metrics--specifically, pro
forma leverage, funds from operations (FFO) to total debt, and
EBITDA interest coverage of about 6x, 8%, and 2.3x, respectively,
including holding company debt.

"We assess NBTY's business risk profile as "fair" due to its
position as a meaningful but not dominant player in the highly
fragmented, competitive wholesale VMHS industry; favorable
industry demographics associated with aging populations; and
consumers' focus on health and well-being, which should continue
to translate into growing demand and steady cash flows.  Our
business risk assessment also incorporates the strong bargaining
power of certain of the company's large retail customers,
including NBTY's top four retailers, which account for 30% of
sales, and inherent industry risks stemming from regulation and
potential unfavorable publicity if large product recalls were to
occur.  We believe barriers to entry in the private label/contract
manufacturing wholesale business are modest, though NBTY has a
stronger position in branded products as demonstrated by its long
relationships and category captain/validator status with 18 of the
top 25 largest US retailers.  Although we believe profit pressure
resulting from private label share losses to one or more low-cost
foreign competitors have generally subsided, its possible
competition could re-intensify in the future," S&P said.

The negative outlook reflects the financial sponsor's increasingly
aggressive financial policy and the risk that NBTY may not be able
to improve profitability and credit measures through restructuring
actions that are projected to take hold later in 2014.  Although
S&P thinks the company should be able to improve profits, it is
possible a continuation of the sponsor's more aggressive financial
policy, an escalation of competitive conditions, or an inability
to realize restructuring cost savings, may prevent this from
occurring.


NCR CORP: Moody's Puts 'Ba2' CFR on Review for Downgrade
--------------------------------------------------------
Moody's Investors Service placed the ratings of NCR Corporation on
review for downgrade following the company's announcement that it
will acquire Digital Insight and Alaric Systems Limited for all-
cash consideration of over $1.7 billion. As Moody's expects the
entire purchase price will be funded primarily with debt, the
company's credit profile will be strained as the anticipated
deleveraging will be delayed further. Moody's estimates that the
transaction would increase the company's adjusted debt/EBITDA
leverage above 5.0 times at closing, although with the company's
strong free cash flow generation, NCR should have the capacity to
reduce its funded debt and pension underfunding over the next
couple of years. Nevertheless, the acquisition marks the third
consecutive debt funded purchase by the company, and in addition
to increasing financial risk, the company would be integrating
Digital Insight while it is still finishing up the integration of
Retalix, which it acquired earlier in 2013.

Rating Actions:

  Corporate Family Rating -- Rating Under Review from Ba2

  Probability of Default Rating -- Rating Under Review from Ba2-PD

  Senior unsecured notes -- Rating Under Review from Ba3 (LGD-4,
  62%)

Ratings Rationale:

The rating review will encompass Moody's assessment of the
ultimate debt financing of the transaction and the potential for
the company to reduce financial leverage over time. The review
will also consider the strategic fit for NCR and the company's
plans to integrate Digital Insight and look for avenues to grow
each company's addressable customer base. Moody's expects to
conclude the review within a short time frame, as the acquisition
is slated to close in early 2014 and the company will likely raise
a significant portion of the required funding ahead of time.
Should the review conclude in a downgrade, the ratings are
unlikely to be downgraded by more than one notch.

Despite the heightened leverage, this transaction is generally
seen as strategically prudent for NCR as it is consistent with
management's stated strategy to broaden the scope and enhance the
competitiveness of its product portfolios. The Digital Insight
acquisition strengthens NCR's position in the financial services
industry, by adding a growth software and services portfolio to
the company's mature and margin pressured ATM product line. Pro
forma for the acquisition NCR will have about $7 billion in
revenue, while the additional scale and the greater mix of revenue
contribution from software and services provides more
opportunities to improve operating margins.


NEWLEAD HOLDINGS: Supreme Court Approves Settlement with Hanover
----------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered an order on Dec. 2, 2013, approving, among other things,
the fairness of the terms and conditions of an exchange pursuant
to Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement among NewLead Holdings
Ltd., Hanover Holdings I, LLC, and MG Partners Limited, in the
matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd.,
Case No. 160776/2013.

Hanover commenced the Action against the Company on Nov. 19, 2013,
to recover an aggregate of $44,822,523 of past-due indebtedness of
the Company, which Hanover had purchased from certain creditors of
the Company pursuant to the terms of separate purchase agreements
between Hanover and each of those creditors, plus fees and costs.
The Order provides for the full and final settlement of the Claim
and the Action.  The Settlement Agreement became effective and
binding upon the Company, Hanover and MGP upon execution of the
Order by the Court on Dec. 2, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company agreed to issue to MGP, as
Hanover's designee, 5,250,000 shares, or 1,750,000 shares on a
post-split basis of the Company's common stock, $0.01 par value.
The Settlement Shares are expected to be issued as soon as
practicable.  Giving effect to that issuance, the Settlement
Shares will represent approximately 9.92 percent of the total
number of shares of Common Stock then outstanding.  The Settlement
Agreement provides that the Settlement Shares will be subject to
adjustment on the trading day immediately following the
Calculation Period to reflect the intention of the parties that
the total number of shares of Common Stock to be issued to MGP
pursuant to the Settlement Agreement be based upon a specified
discount to the trading volume weighted average price of the
Common Stock for a specified period of time subsequent to the
Court's entry of the Order.

Upon entry of the Order by the Court, all of the outstanding
principal amount, together with any accrued and unpaid interest
thereon, under that certain convertible promissory note in the
principal amount of $3,900,000, which was issued by the Company to
Hanover on Nov. 13, 2013, as collateral for the payment by Hanover
of a portion of the purchase price for the Claim, was extinguished
without any cash payment by the Company in accordance with the
terms of that convertible promissory note.

A copy of the Court's Order is available for free at:

                        http://is.gd/CcNknx

A copy of the Stipulation is available for free at:

                        http://is.gd/szoZ4l

                    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 incurred 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.


NEWLEAD HOLDINGS: MG Partners Held 9.9% Equity Stake at Dec. 2
--------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, MG Partners Limited and its affiliates disclosed that
as of Dec. 2, 2013, they beneficially owned 5,250,000 shares of
common stock of NewLead Holdings Ltd. representing 9.92 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/zUIFgU

                    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 incurred 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.


NNN PARKWAY: Sec. 341 Creditors' Meeting Set for Dec. 19
--------------------------------------------------------
The U.S. Trustee for Region will convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of NNN Parkway
Corporate Plaza 3 on Dec. 19, 2013, at 2:30 p.m.  The meeting will
be held at RM 1-159, 411 W Fourth St., in Santa Ana, California.

NNN Parkway Corporate Plaza 3, which owns 17.25% tenant-in-common
interest in four parcels in the real property commonly referred to
as Parkway Corporate Plaza, in Roseville, California, sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 14,
2013 (Case No. 13-19322, Bankr. C.D. Calif.).

The Debtor is represented by Scott H. McNutt, Esq., Michael C.
Abel, Esq., and Thomas B. Rupp, Esq., at McNutt Law Group LLP, in
San Francisco, California; and Robert A. Hessling, Esq., and
Matthew F. Kennedy, Esq., at ROBERT A. HESSLING, APC, in Torrance,
California.

U.S. Bank is represented by Keith C. Owens, Esq. and Jennifer L.
Nassiri, Esq. at Venable LLP, in Los Angeles, California.


NNN PARKWAY: Schedules Filing Deadline Extended Until Dec. 6
------------------------------------------------------------
NNN Parkway Corporate Plaza 3 sought and obtained an extension
until Dec. 6, 2013, of the deadline to file its schedules.

NNN Parkway Corporate Plaza 3, which owns 17.25% tenant-in-common
interest in four parcels in the real property commonly referred to
as Parkway Corporate Plaza, in Roseville, California, sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 14,
2013 (Case No. 13-19322, Bankr. C.D. Calif.).

The Debtor is represented by Scott H.McNutt, Esq., Michael C.
Abel, Esq., and Thomas B. Rupp, Esq., at McNutt Law Group LLP, in
San Francisco, California; and Robert A. Hessling, Esq., and
Matthew F. Kennedy, Esq., at Robert A. Hessling, APC, in Torrance,
California.

U.S. Bank is represented by Keith C. Owens, Esq. and Jennifer L.
Nassiri, Esq. at Venable LLP, in Los Angeles, California.


NORTH AMERICA POWER: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: North America Power Partners LLC
        308 Harper Drive, Suite 320
        Moorestown, NJ 08057

Case No.: 13-36430

Chapter 11 Petition Date: December 3, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Douglas J. McGill, Esq.
                  WEBBER MCGILL, LLC
                  760 Route 10, Suite 203
                  Whippany, NJ 07981
                  Tel: 973-739-9559
                  Email: dmcgill@webbermcgill.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Laurie Wiegand-Jackson, president, CEO
and managing member.

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


NORTH ATLANTIC TRADING: Moody's Rates New $165MM Term Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 (LGD 3, 34%) rating to
North Atlantic Trading Company, Inc.'s ("NATC") proposed $165
million senior secured term loan B and a Caa1 (LGD 5, 78%) rating
to its $90 million second lien term loan. Moody's also affirmed
NATC's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) of B3 and B3-PD, respectively. The rating outlook is
stable.

Ratings assigned include the following:

  $165 million senior secured term loan B maturing in 2019 at B2
  (LGD 3, 34%)

  $90 million second lien term loan maturing in 2020 at Caa1
  (LGD 5, 78%)

The following ratings are affirmed:

  -- Corporate Family rating of B3

  -- Probability of Default rating of B3-PD

The rating outlook is stable.

The existing senior secured second lien notes rating of B2 (LGD 3,
37%) and the existing senior secured third lien notes rating of
Caa2 (LGD 5, 87%) will be withdrawn at the close of the
transaction.

Ratings Rationale:

NATC's B3 Corporate Family Rating reflects the company's small
scale and weak credit metrics, including high leverage (7.2 times
at September 30, 2013 pro forma for its December 2013 financing)
and inconsistent free cash flow despite the company's solid market
share position in niche tobacco categories. While growth prospects
for smokeless tobacco are more favorable than for cigarettes which
continue to decline, NATC must compete, primarily based on price
and quality, against significantly larger, better resourced, well
known branded competitors. NATC's financial policies have been
very shareholder oriented with a history of distressed debt
exchanges or open market share repurchases. The company's primary
shareholders are Chairman of the Board Thomas Helms Jr., and
Standard General, with a 20.7% and 31.5% equity stake each,
respectively.

The stable outlook for NATC reflects Moody's expectation that the
company will realize some earnings growth and improve the
currently weak credit metrics. The stable outlook reflects Moody's
expectation that the company will delever and maintain positive
annual free cash flow.

NATC's ratings could be downgraded if the company fails to bring
leverage below 6.5 times by the end of 2014, or if operating
performance deteriorates as a result of heightened competitive
activity or failure of new products to achieve expected growth and
profitability expectations. A weakening of the company's liquidity
profile could also result in a ratings downgrade.

Though unlikely in the near term, NATC's ratings could be upgraded
if the company's financial performance improves significantly such
that debt-to-EBITDA approaches 5.0 times and free cash flow to
debt remains positive.


NUVERRA ENVIRONMENTAL: Moody's Puts 'B2' CFR on Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed Nuverra Environmental Solutions'
B2 corporate family and B2-PD probability of default ratings on
review for downgrade as the company's recent financial performance
challenge Moody's expectations on which the current ratings are
based. Moody's expects to resolve the review the end of the first
calendar quarter of 2014 by which time several credit enhancing
initiatives may be completed.

On Review for Downgrade:

Issuer: Nuverra Environmental Solutions, Inc.

Corporate Family Rating, Placed on Review for Downgrade, currently
B2

Probability of Default Rating, Placed on Review for Downgrade,
currently B2-PD

$250M Senior Unsecured Regular Bond due Apr 15, 2018, Placed on
Review for Downgrade, currently B3 LGD 5-73%

Issuer: Rough Rider Escrow, Inc. (Assumed by Nuverra Environmental
Solutions, Inc)

$150M Senior Unsecured Regular Bond due Apr 15, 2018, Placed on
Review for Downgrade, currently B3 LGD 5-73%

Downgrades:

Issuer: Nuverra Environmental Solutions, Inc.

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

Outlook Actions:

Issuer: Nuverra Environmental Solutions, Inc.

Outlook, Changed To Rating Under Review From Stable

Issuer: Rough Rider Escrow, Inc.

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale:

Nuverra's B2 CFR is limited by the company's dramatically weakened
profitability in 2013 compared to 2012. Since the acquisition of
Power Fuels in November 2012, both the legacy and acquired
businesses have experienced low utilization of the extensive fleet
of trucks and water tanks. This, combined with weak industry
conditions for processed used motor oil, led to operating losses
and materially higher than expected leverage, on a Moody's
adjusted pro-forma basis, of about 5.5x for the twelve months
ending September 30, 2013. This performance is often associated
with B3 rated companies. Furthermore, Moody's is concerned the
company's performance over the near term could push leverage above
the recently loosened revolver covenants. In respond to these
challenges, the company announced a plan to sell its Thermo Fluids
(TFI) used oil collection and processing business and apply
proceeds to debt reduction. The company is also exploring
replacement of its revolving credit agreement with an asset backed
line (ABL).

Critical considerations in resolving the review with the CFR
remaining B2 would include Nuverra achieving three goals in the
near term. First, completion of the sale of TFI with sufficient
proceeds to pay off revolver borrowing (or the equivalent amount
of unsecured bond repurchased in the open market). Second, finding
a long term solution to the revolver covenant issue, either by
resetting covenants to meaningfully more accommodative levels or
replacing it with another form of liquidity with no financial
covenants, such as an ABL. Finally, performance of the core
business sustaining its recently demonstrated improvement, as was
articulated on the third quarter earnings call.

Moody's views the company's liquidity as adequate, as indicated by
the SGL-3 rating. Though only $115 million of the $325 million
revolver capacity was utilized as of September 30, 2013, financial
performance limits access to the unused balance as the company is
close to several covenant limits. Still, Moody's expects the
company to generate free cash flow, albeit only around $10 million
per quarter, and there are no maturities over the intermediate
period. The company has limited alternative sources of liquidity
as the assets are pledged to the revolver.

Scottsdale, AZ, based Nuverra Environmental Solutions, Inc.,
provides environmental water solutions to onshore oil and gas
exploration and production companies operating in the major
unconventional shale plays in the United States. The Company also
collects and re-processes used motor oil in the western US states.
Pro-forma for the Company's completed acquisitions, LTM September
30, 2013 revenue was around $660 million.


NUVILEX INC: Acquires Exclusive Rights to Live-Cell Technology
--------------------------------------------------------------
Nuvilex, Inc., has acquired the exclusive worldwide rights to use
the cellulose-based live-cell encapsulation technology for the
development of treatments for diabetes from SG Austria Pte. Ltd.

Nuvilex has secured $1.5 million in funding through the sale of
restricted stock to accredited investors at a fixed price of $0.15
per share, a premium to the current market price per share, to
complete this acquisition.  One million dollars of the funds will
be used for this acquisition.  The balance of the funds will be
used for ongoing preparations for Nuvilex's Phase 3 clinical
trials in pancreatic cancer.

Nuvilex's decision to make the acquisition stems, in large part,
from the results of "proof-of-principle" studies in which cells
that produce insulin were transplanted into diabetic animals.  The
diabetic animals had much higher than normal levels of glucose in
their bloodstream and had a difficult time controlling their
glucose levels, just as humans with diabetes do.  In animals
provided with the encapsulated cells, their blood glucose levels
normalized and remained stable for the duration of one six-month
study, indicating the encapsulated cells produced insulin in
response to their higher than normal blood glucose levels.  The
cellulose-based capsules seem to have prevented the encapsulated
cells from being attacked by the diabetic animals' immune systems,
even in the absence of immunosuppressive drugs.  Therefore, the
encapsulated cells appear to have acted as an artificial or
replacement pancreas.

Patricia Gruden, the Chairman and CFO of Nuvilex, commented, "On
behalf of my fellow Board members, I would like to thank both Drs.
Ryan and Crabtree for their countless hours of hard work in
securing this potentially world-changing, cutting-edge technology.
We have now secured rights to technology that has the potential to
change the manner in which diabetes will be treated in the future.
According to a report by Transparency Market Research, entitled
'Global Diabetes Devices Market and Diabetes Drugs Market -
Industry Scenario, Trends, Analysis, Size, Share and Forecast,
2011 - 2018,' the global diabetes market for therapeutic devices
and drugs is expected to reach US $114.3 billion by 2018.
Nuvilex's plan is to become the world-wide leader in this market."

The President and CEO of Nuvilex, Dr. Robert F. Ryan, stated, "We
are pleased to have secured this critical financing that has now
enabled us to acquire the worldwide rights for the cellulose-
based, live-cell encapsulation technology for the development of
diabetes treatments.  This acquisition is a major step in the
continuing evolution of Nuvilex as a biotechnology company focused
on live-cell encapsulation for the treatment of cancer and
diabetes."

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.

Nuvilex incurred a net loss of $1.59 million on $12,160 of product
sales for the 12 months ended April 30, 2013, as compared with a
net loss of $1.89 million on $66,558 of total revenue during the
prior year.  The Company's balance sheet at July 31, 2013, showed
$3.39 million in total assets, $994,155 in total liabilities,
$500,000 in preferred stock, and $1.90 million in total
stockholders' equity.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.


OCZ TECHNOLOGY: Gets Preliminary OK of Toshiba Bankruptcy Loan
--------------------------------------------------------------
Peg Brickley, writing for DBR Small Cap, reported that OCZ
Technology Group on Dec. 3 got court approval to start tapping a
bankruptcy loan from Toshiba Corp., ending a week-long cash
drought that left hundreds of employees unpaid.

Law360 reported that a Delaware bankruptcy judge blessed a slate
of first-day motions for OCZ Technology, including approval of a
$23.5 million debtor-in-possession financing package that will
keep the computer drive maker running as it pursues a Section 363
sale with stalking horse bidder Toshiba Corp.

According to the Law360 report, U.S. Bankruptcy Judge Peter J.
Walsh signed off on the interim DIP order, which makes $21 million
available immediately, at a hearing in Wilmington after resolving
several outstanding issues raised by the U.S. trustee's office.

                          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.


OPAL ACQUISITION: Moody's Rates $610MM Sr. Unsecured Notes 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating of Opal Acquisition,
Inc., the indirect parent of workers' compensation cost-
containment services firm, One Call Medical, Inc. ("One Call").
Moody's also assigned a Caa2 rating to the company's proposed $610
million senior unsecured notes offering. At the same time, Moody's
affirmed the B1 ratings of the company's first lien senior secured
credit facilities, including a $1,220 million (upsized from $825
million) senior secured first lien term loan and a $125 million
senior secured first lien revolver. The rating outlook is stable.

The proceeds from the upsized term loan and new senior unsecured
notes will be used to fund the acquisition of Align Networks (and
subsequent merger with One Call), refinance Opal Acquisition,
Inc.'s's existing second lien term loan, and pay transaction fees
and expenses.

Issuer: Opal Acquisition, Inc.

Ratings assigned:

  $610 million senior unsecured notes, rated Caa2 (LGD 5, 85%)

Ratings affirmed:

  B3 Corporate Family Rating

  B3-PD Probability of Default Rating

  $125 million (upsized from $100 million) senior secured first
  lien revolving credit facility, B1 (LGD 3, 30%)

  $1,220 million (upsized from $825 million) senior secured first
  lien term loan, B1 (LGD 3, 30%)

Moody's anticipates the following ratings will be withdrawn upon
close of the transaction:

  $420 million senior secured second lien term loan, Caa2 (LGD 5,
  81%)

The rating outlook is stable.

  All ratings are subject to review of final documentation.

Ratings Rationale:

The B3 Corporate Family Rating reflects the company's very high
financial leverage, resulting from the sizeable amount of debt
used to fund the acquisition of the company by funds advised by
Apax Partners, and subsequent acquisition of Align Networks (and
merger with One Call). On a pro forma basis for these
transactions, adjusted debt to EBITDA was approximately 8.1 times
for the twelve months ended September 30, 2013, including 75% of
management's estimate for acquisition-related cost synergies. The
rating also reflects the company's aggressive acquisition strategy
and related integration risks, considerable concentration of
revenues with its largest customers and relatively low
profitability margins. However, the company's credit profile
benefits from its leading market positions within niche sub-
segments of the worker's compensation market and modest regulatory
or reimbursement risk. Despite its concentration by top customers,
the company is well-diversified by state. Moody's also believes
recent acquisitions have strengthened the company's leadership
position across its workers' compensation sub-segments and
provides solid organic growth prospects and good cross-selling
opportunities. Further, despite the company's very high financial
leverage, Moody's expects the company to generate positive free
cash flow and maintain a good liquidity profile.

The stable outlook incorporates Moody's expectation that the
company will exhibit steady organic revenue and earnings growth
such that leverage declines from the currently very high levels,
supported by the realization of acquisition synergies with minimal
integration disruption.

The ratings could be downgraded if the company undertakes a
significant acquisition which increases financial leverage, or if
the company faces delays related to the integration and
realization of acquisition synergies. In particular, the ratings
could be downgraded if the company is unable to reduce adjusted
debt to EBITDA to below 7.5 times over the next 12-18 months, if
free cash flow turns negative, or if liquidity materially
deteriorates.

An upgrade is unlikely over the near-term given the company's very
high financial leverage and aggressive acquisition strategy.
However, the ratings could be upgraded over the intermediate-term
if adjusted debt to EBITDA is sustained below 6.0 times and free
cash flow to debt is sustained above 4%. An upgrade would also
require the company to engage in a more conservative acquisition
strategy that does not lead to material integration risks or
increases to leverage.

Based in Parsippany, New Jersey, Opal Acquisition, Inc., the
indirect parent of One Call Medical, Inc., provides cost
containment services related to workers' compensation claims,
acting as an intermediary between healthcare providers, payors and
patients. On a pro forma basis for the pending merger with Align
Networks, and the recent acquisitions of TechHealth and 3i Corp,
Moody's estimates the combined company generated annualized
revenue of approximately $1.3 billion for the twelve months ended
September 30, 2013.


ORAGENICS INC: Awards 197,033 Common Shares to Executives
---------------------------------------------------------
The Compensation Committee determined that one of the performance
goals established in Oragenics, Inc.'s Long Term Incentive
Programs as part of executive compensation had been achieved.  The
performance goal met was the goal related to the Capital raise by
the Company of $12,000,000 or more in a single year.  On Oct. 1,
2013, the Company announced the sale of 1,300,000 million shares
of Oragenics' common stock in a private placement at a price per
share of $3.00 for an aggregate purchase price of $3,900,000.  On
Nov. 20, 2013 the Company announced the sale of 4,400,000 shares
of Oragenics' common stock in an underwritten public offering at a
public offering price of $2.50 per share for aggregate gross
proceeds of $11,000,000.

As a result of the Compensation Committee's determination, and
pursuant to the LTIP, Dr. John Bonfiglio, the Company's chief
executive officer, Michel Sullivan, the Company's chief financial
officer, and Dr. Martin Handfield, the Company's vice president of
Research and Development, were entitled to the awards of Company
common stock under the Company's 2012 Equity Incentive Plan set
forth below:

  Executive Officer                    Common Stock Issued
  -----------------                    -------------------
  John Bonfiglio, CEO                       114,533
  Michael Sullivan, CFO                      50,000
  Martin Handfield, VP R&D                   32,500

Also on Nov. 27, 2013, the Board met and determined that a similar
performance goal under the previously established Long Term
Incentive Program for the compensation of non-employee directors
had been met.  As a result, the Board approved the award under the
2012 Plan of 0.11 percent of the Company's outstanding common
stock, or 38,397 shares of common stock under the Plan, to each of
the Company's non-employee directors, Frederick Telling, Charles
Pope, Alan Dunton, Christine Koski and Robert Koski.

The closing price of the Company's stock on Nov. 27, 2013, was
$3.00 per share and the Company had 34,906,685 shares of common
stock outstanding prior to those awards.

                       About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $8.81 million in total
assets, $4.45 million in total liabilities, all current, and $4.36
million in total shareholders' equity.


OVERSEAS SHIPHOLDING: Chapter 11 Plan Would Separate U.S. Fleet
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc., whose stock has been
trading higher than $4 this month, said it's working on a Chapter
11 reorganization plan that will separate the international and
U.S. flag businesses.

According to the report, OSG, one of the largest publicly owned
transporters of crude oil and petroleum products, filed a request
on Nov. 26 for a third extension of its exclusive right to propose
a plan. In the filing, OSG said separating the businesses "will
allow the realization of certain tax benefits."

A bankruptcy judge in Wilmington, Delaware, set a hearing for Dec.
19 to consider the exclusivity motion. If it's granted, only New
York-based OSG can propose a plan before Feb. 28.

The company said it's in "active discussions" with creditors about
"potential plan structures." It also has begun talks with lenders
about financing to kick in on emergence from bankruptcy.

One barrier to a plan is the $425 million in claims filed when OSG
terminated unprofitable charter agreements. The company said that
so far it has reduced $120 million of the claims to $86 million.

Another obstacle is a $450 million claim from the Internal Revenue
Service. The U.S. tax agency said the claim must be paid in full
before unsecured creditors can receive a distribution. OSG said
that there has been "meaningful progress" in talks with IRS and
that the tax would have been completely avoidable had the company
received proper legal advice.

OSG's $300 million in 8.125 percent senior unsecured notes due
2018 traded for 98.75 cents on the dollar at 11:58 a.m. on
Nov. 27, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority. The notes brought as
little as 18.75 cents on the day of bankruptcy.

OSG stock has retained value because of the perceived worth of the
U.S. fleet. From a low of about 55 cents on Nov. 15, 2012, the day
after OSG filed for bankruptcy, the shares reached as high as
$5.03 this month. The stock fell 3.7 percent to $4.22 on Nov. 27
in over-the-counter trading.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Creditors Bet Millions on Solvency
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc.'s creditors and
shareholders are betting millions on whether the bankrupt tanker
operator will pay creditors in full, with shareholders retaining
some of the equity after the company emerges from Chapter 11.

According to the report, OSG's $300 million in 8.125 percent
senior unsecured notes due 2018 traded on Nov. 27 for 98.75 cents
on the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority. The notes brought
as little as 18.75 cents on the day of bankruptcy.

Citigroup Financial Products Inc. bought an approved $46 million
claim from a creditor for $15.4 million, according to a statement
by DHT Holdings Inc., the former owner of the claim.  DHT
announced the sale of the claim in early April, when the notes
were fetching less than 80 cents.

Citigroup will have made a tidy profit from the DHT claim,
assuming OSG's Chapter 11 plan pays creditors in full, or close to
it.

Shareholders are also gambling on OSG's solvency, despite the
company's November 2012 Chapter 11 filing.

Worth about 55 cents the day OSG filed for bankruptcy, the stock
has closed as high as $5.03 since then. It climbed 6.6 percent to
$4.50 on Nov. 29 in over-the-counter trading.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PARADISE HOSPITALITY: Jan. 9 Hearing on Case Dismissal Bid
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Jan. 9, 2014, at 10:30 a.m., to consider
the motion to dismiss or convert the Chapter 11 case of Paradise
Hospitality, Inc., to one under Chapter 7 of the Bankruptcy Code.

Peter C. Anderson, U.S. Trustee for Region 16, said that cause
exist for case dismissal or conversion because the Reorganized
Debtor has failed to pay U.S. Trustee quarterly fees due.

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
Petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PARADISE HOSPITALITY: RREF WB Acquisitions Fails to Convert Case
----------------------------------------------------------------
The U.S. Bankruptcy court for the Central District of California
denied creditor RREF WB Acquisitions, LLC's motion to convert the
Chapter 11 case of Paradise Hospitality, Inc., to one under
Chapter 7 of the Bankruptcy Code.

The Debtor, in opposition to RREF's motion to convert, filed a
declaration of Dae In "Andy" Kim attaching a fully executed
purchase agreement for its shopping center in Arkansas.  The
existence of the contract, the Debtor said, shows it can fully
consummate its confirmed Plan.

As reported in the TCR on Aug. 6, 2013, the Debtor said that,
although it has not been able yet to sell its Shopping Center as
RREF would prefer, the Debtor stands at the ready to afford the
alternative treatment provided by the confirmed Plan.  Further,
the Debtor has in fact commenced distributions under the Plan, has
assumed management of substantially all of the property dealt with
by the plan, and had transferred substantially all of the property
proposed by the Plan to be transferred.  The Debtor said, "The
only obstacle is the sale of the Shopping Center.  However, since
the Plan expressly provides an alternative treatment, the
Reorganized Debtor has also complied with this last requirement
since it need only transfer this Property as the Plan expressly
provides."

Pursuant to the confirmed Plan, RREF is to be paid from the
proceeds of the sale of the Shopping Center.  Alternatively, if
the Debtor does not sell the shopping center, RREF is entitled to
exercise its rights under State law after providing a new notice
of default.

The Debtor also said it is not in the best interests of creditors
to convert the case to Chapter 7 as all of the creditors, except
for RREF and possibly taxing authorities, stand to get nothing if
the case is converted to Chapter 7.

RREF's Motion to Convert was reported in the TCR on July 22, 2013.
RREF argues that cause exists to convert the case because the
Debtor has failed to substantially consummate its First Amended
Chapter 11 Plan and is in material default of the Plan.  RREF
noted that the Debtor's Plan requires the reorganized debtor to
sell its retail shopping center, the principal collateral securing
the repayment of one of the reorganized debtor's two structured
secured debts to RREF no later than 60 days after the Plan
Effective Date.

"That deadline has not passed, yet the reorganized debtor has not
only not sold the shopping center but it has rejected at least one
hard offer from a buyer to purchase the shopping center at an
amount substantially above RREF's debt amount," RREF said.

                   About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Giovanni Orantes,
Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the
Debtor as counsel.  The Debtor disclosed $15,628,687 in assets and
$21,430,333 in liabilities as of the Chapter 11 filing.  The
Petition was signed by the Debtor's president, Dae In Kim, a
Korean businessman who lives in southern California.


PARROTT BROADCASTING: General Manager Barred From Filing Suit
-------------------------------------------------------------
Judge Jim Pappas entered a memorandum of decision in the
bankruptcy case of Parrott Broadcasting Limited Partnership over
what amounts to a "trustee vs. trustee" contest.

Parrott was formed in 2007 by Scott Daryl Parker with his mother
and brother.  Scott served as Parrott's general manager, which
allegedly entitled him to a management fee.  On Jan. 7, 2010,
Parrott filed for a Chapter 11 petition.  While Mr. Parker was the
responsible officer in the Parrott case, he did not list himself
as a creditor in the case nor did operating reports disclose any
amounts due to him.  On Feb. 10, 2011, the case was converted to a
Chapter 7 case and Gary L. Rainsdon was appointed as trustee.

On May 24, 2011, Mr. Parker filed a personal Chapter 7 bankruptcy
case (Case No. 11-40823) and R. Sam Hopkins was appointed as
trustee.  In his case, Mr. Parker for the first time listed unpaid
wages owed to him by Parrott and disclosed an alleged unsecured
loan he made to Parrott for retainers.  Moreover, an amended claim
was filed on behalf of Mr. Parker in the Parrott case for unpaid
wages, among other things.  After an evidentiary hearing, the
Court determined that Mr. Parrot had waived his right to wages and
thus had no valid claim in the Parrott case.

Undeterred, Mr. Hopkins, as trustee in the Parker case, on July 8,
2013, filed a Motion for Stay Relief and Reconsideration of the
Claim Denial.  In the Motion, Mr. Hopkins argued that the
automatic stay in the Parrott case should be modified so that he
may commence an adversary proceeding in the Parker case against
Rainsdon/Parrott to establish that Mr. Parker's waiver of his
rights as a creditor constitutes an avoidable transfer, thereby
creating a claim in favor of Hopkins in the Parrott case.  Based
on this alleged avoidance claim, Mr. Hopkins seeks reconsideration
of the Court's order disallowing his claim in the Parrott case.

Mr. Rainsdon, as trustee in the Parrott case, argues that Mr.
Hopkins' new claim is simply too late. He also contends that any
avoidance claim to be asserted by Hopkins would be barred by the
applicable statute of limitations, and thus does not constitute a
colorable claim.

Judge Pappas agrees with Mr. Rainsdon's arguments are both
correct.  "Any action Hopkins wishes to pursue against Rainsdon
and the Parrott estate is likely untimely.  As such, Hopkins has
not shown good cause to grant him relief from the stay in which to
commence and prosecute an adversary proceeding.  Moreover, as
Hopkins does not seek to have the Court change its prior decision,
and amendment of the prior proof of claim would be prejudicial,
the Court will deny Hopkins' motion . . ." the judge said.

A copy of the Court's Oct. 15, 2013 Decision is available at
http://is.gd/yVGHJTfrom Leagle.com.

Daniel C. Green, Esq. -- dan@racinelaw.net -- and Brett R. Cahoon,
Esq. -- brc@racinelaw.net -- of RACINE OLSON NYE BUDGE & BAILEY,
in Pocatello, Idaho, represent Chapter 7 trustee Gary L. Rainsdon.

Steven Taggart, Esq., of MAYNES TAGGART, PLLC, at 525 Park Avenue,
Suite 2E, in Idaho Falls, Idaho, represent Chapter 7 trustee R.
Sam Hopkins.  Mailing address for the firm is P.O. Box 3005, Idaho
Falls, ID 83403


PLATINUM OIL: Doesn't Own Oil & Gas Rights in Jicarilla Land
------------------------------------------------------------
Bankruptcy Judge Robert H. Jacobvitz in New Mexico held that
Platinum Oil Properties, LLC, doesn't own the operating rights
relating to Oil and Gas Lease Nos. 71 and 363 located on tribal
land of the Jicarilla Apache Nation.

According to the Court, central to the determination of the issue
is the application of 25 C.F.R. Sec. 211.53, promulgated by the
Department of the Interior pursuant to the Indian Mineral Leasing
Act of 1938, 25 U.S.C. Sections 396(a)-396(g), and whether the
purported transfer to Platinum of operating rights under the Oil
and Gas Leases is subject to approval of the Secretary of the
Department of the Interior.  The Court noted that the Secretary
has not approved the transfer of operating rights under the Oil
and Gas Leases to Platinum.

The Jicarilla Apache Nation contends the Secretary's approval of a
transfer or assignment of operating rights under an oil and gas
lease is required, both under the terms of the Oil and Gas Leases
themselves, and pursuant to 25 C.F.R. Sec. 211.53.  The Jicarilla
Apache Nation also asserts its approval of the transfer of
operating rights under the Oil and Gas Leases is required.

Platinum counters that the Secretary's approval of the transfer of
operating rights is not required for two reasons: first, because
operating rights are non-record title interests relating to oil
and gas leases; and second, because agreements designating
operators include the transfer of operating rights. Platinum
contends further that the Jicarilla Apache Nation's approval of a
transfer of operating rights under the Oil and Gas Leases is not
required.

The Court finds that, under 25 C.F.R. Sec. 211.53, an assignment
of operating rights in an oil and gas lease on Indian land
requires the Secretary's approval, and because Platinum has not
obtained the Secretary's approval of a transfer to Platinum of
operating rights under the Oil and Gas Leases, the purported
transfer is ineffective.

A copy of the Court's Nov. 26, 2013 Memorandum Opinion is
available at http://is.gd/wYGlcBfrom Leagle.com.

Platinum Oil Properties, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. N.M. Case No. 09-10832) on March 2, 2009.  Platinum
asserts lessee or other interests in two oil and gas leases: Oil
and Gas Mining Leases-Tribal Indian Lands, under which The
Jicarilla Apache Tribe of Indians.  Platinum's interests in or
pertaining to the Leases, if any, comprise substantially all of
the assets of the estate.  The Nation challenged the inclusion of
the operating rights and working interests as part of Platinum's
estate.  Platinum asserted that the lease rights and interests had
been assigned, pursuant to Golden Oil's confirmed bankruptcy plan,
to a group that later formed Platinum Oil.

Platinum filed a plan and disclosure statement on June 30, 2009.
The plan contemplated restarting the wells under the Oil and Gas
Leases.  After a status conference held in the bankruptcy case on
August 31, 2009, the Court determined it should first determine,
as a threshold matter, the issues relating to what rights, if any,
Platinum has in or under the Oil and Gas Leases.

The Debtor is represented by:

          Roger Jones, Esq.
          Austin L. McMullen, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          Roundabout Plaza
          1600 Division Street, Suite 700
          Nashville, TN 37203
          Tel: 615-252-2307
          Fax: 615-252-6307
          E-mail: rjones@babc.com
                  amcmullen@babc.com

Robert J. Labate, Esq., Malcolm H. Brooks, Esq., and Richard
Bixter, Esq., -- robert.labate@hklaw.com -- at Holland &
Knight LLP, represent Jicarilla Apache Nation.


PRESIDENT CASINOS: Court Dismisses Suit Over Plan Distribution
--------------------------------------------------------------
In the lawsuit captioned, STUART A. WILLIAMS, Trustee to The
Stuart A. and Francine W. Williams Revocable Trust, Plaintiff, v.
HENRY L. GUSKY, in his capacity as Liquidation Trustee of
President Casinos, Inc., Liquidation Trust, Defendant, Adv. Proc.
No. 13-4151 (Bankr. E.D. Mo.), Bankruptcy Judge Kathy A. Surratt-
States granted, in part, the Defendant's "Motion to Dismiss for
Failure to State a Claim and Failure to Join Required Parties".

Mr. Williams sued the Liquidation Trustee over distributions made
under the Plan.

According to the Court, the Complaint is dismissed for failure to
state a claim, and the relief requested as to Count I: Declaratory
Judgment is denied.  The judge said the Bankruptcy Court does not
declare the confirmed Plan in the Debtor's case required the
Liquidation Trustee to ensure that the First Liquidation
Distribution was provided to the Stuart A. and Francine W.
Williams Revocable Trust as owner of the 61,000 shares of PCI
stock as of the Distribution Record Date, and rather, the Plan
required the Trustee to ensure that the First Liquidation
Distribution was provided to the Record Holders of PCI stock only
and, through his agent Computershare Trust Company, N.A., and the
Trustee fulfilled this obligation.

The Court also held that the relief requested as to Count II:
Breach of Fiduciary Duty is denied in that the Trustee was not
"outrageous, wanton, malicious and oppressive" and did not
disregard his fiduciary duties as the Liquidating Trustee.  The
relief requested as to Count III: Negligence is denied in that
having concluded that the Trustee did not breach his fiduciary
duties, the Trustee was likewise not negligent and was not the
proximate cause of any loss alleged by the Stuart A. and Francine
W. Williams Revocable Trust.

The Court also denied, as moot, a Motion to Enforce Settlement.

A copy of the Court's Dec. 2, 2013 Order is available at
http://is.gd/dyiW28from Leagle.com.

                      About President Casinos

President Casinos, Inc., filed for chapter 11 protection on June
20, 2002 (Bankr. S.D. Miss. Case No. 02-53055).  On July 11, 2002,
substantially all of the Debtor's operating subsidiaries,
including PRC Management, Inc., filed for Chapter 11 protection in
the same Court.  By Orders dated Oct. 18, 2002 and Dec. 16, 2002,
the Hon. Judge Edward Gaines ordered the transfer of President
Casino's chapter 11 cases from Mississippi to Missouri.  The case
was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No. 02-53005).

Brian Wade Hockett, Esq., at Hockett Thompson Coburn LLP,
represented the Debtors.  David A. Warfield, Esq., at Blackwell
Sanders Peper Martin LLP, represented the Official Committee of
Unsecured Creditors.  Thomas E. Patterson, Esq., and Ronn S.
Davids, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP and
E. Rebecca Case, Esq., and Howard S. Smotkin, Esq., at Stone,
Leyton & Gershman, P.C., represented the Official Committee of
Equity Security Holders.

Prior to December 2006, President Casinos, Inc., was engaged in
the ownership and operation of a dockside gaming casino in St.
Louis, Missouri.

On May 26, 2006, the Missouri Court authorized the sale of the
common stock in President Riverboat Casino-Missouri, Inc., to
Pinnacle Entertainment, Inc., pursuant to a Riverboat Sale and
Purchase Agreement dated Feb. 24, 2006.  Under the Purchase
Agreement, the sale was conditioned upon confirmation of a plan
of reorganization for PRC-MO.  A plan of reorganization for PRC-MO
was confirmed on Dec. 4, 2006, with an effective date of Dec. 20,
2006.

On Aug. 27, 2008, PCI and PRC-MGT filed the Jointly Proposed
Chapter 11 Plan of Liquidation of President Casinos, Inc. and PRC
Management, Inc.  On Nov. 25, 2008, the Court confirmed the Plan.

PCI and PRC-MGT dissolved on December 8, 2008 -- the Effective
Date of their Plan.  Section 5.3 of the Plan provides for the
creation of a Liquidation Trust into which Debtors were required
to contribute all remaining assets of the Debtors. Thereafter, the
Debtors were required to file certificates of dissolution in the
appropriate jurisdictions.

Henry Gusky, Esq., was appointed as the Liquidation Trustee.

The Company's business activities currently consist of managing
its existing litigation matters, discharging its liabilities and
administering the bankruptcy reorganization plans of its former
Biloxi and St. Louis operations.


PRESTIGE BRANDS: Moody's Rates New Sr. Unsecured Notes 'B2'
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Prestige Brands,
Inc.'s proposed senior unsecured notes due 2021, upgraded its
senior secured term loan rating to Ba2 from Ba3, and upgraded its
existing senior unsecured note rating to B2 from B3. Moody's also
affirmed Prestige's B1 Corporate Family Rating (CFR) and Ba3
senior secured note rating, and upgraded the company's
speculative-grade liquidity rating to SGL-1 from SGL-2. Prestige's
rating outlook remains stable.

Prestige plans to utilize proceeds from the offering to redeem its
$250 million senior secured notes due 2018, fund a partial pay
down of its remaining $438 million senior secured term loan due
2019, and pay refinancing expenses. The refinancing extends the
maturity profile modestly and reduces annual cash interest costs
by less than $5 million. These benefits are not meaningful enough
to affect the B1 CFR. Moody's believes that freeing up secured
debt capacity to help fund future acquisitions is a more important
transaction motivator and acquisition event risk is factored into
the CFR.

Moody's upgraded the senior secured credit facility and existing
senior unsecured note ratings to reflect the meaningful shift in
the debt mix toward unsecured debt. This shift enhances the
secured and unsecured recovery prospects in the event of a
default. The instrument ratings are nevertheless sensitive to
changes in the debt mix, and the unsecured note ratings could be
revised to B3 if Prestige issues a meaningful amount of additional
secured debt. The Ba2 rating on the senior secured credit facility
reflects a one notch over-ride to the Ba1 loss given default model
implied outcome. Moody's believes that Prestige is highly likely
to issue additional secured debt, and only a modest amount is
necessary to result in a Ba2 model implied secured debt rating.
Moody's affirmed the Ba3 senior secured note rating since the
proposed redemption means the notes will not benefit from the
incremental unsecured debt cushion.

Moody's took the following specific actions on Prestige Brands,
Inc.

Assignments:

-- Senior Unsecured Regular Bond/Debenture at B2 (LGD 5, 71%)

Affirmations:

-- Corporate Family Rating at B1

-- Probability of Default Rating at B1-PD

-- Senior Secured Regular Bond/Debenture due April 1, 2018 at Ba3
    (LGD 3, 41%) from (LGD 3, 38%)

Upgrades:

-- Senior Secured Bank Credit Facility (Term Loan) to Ba2 (LGD2,
    20%) from Ba3 (LGD 3, 38%)

-- Senior Unsecured Regular Bond/Debenture to B2 (LGD 5, 71%)
    from B3 (LGD 6, 90%)

-- Speculative Grade Liquidity Rating to SGL-1 from SGL-2

Outlook, remains Stable.

Ratings Rationale:

Prestige's B1 CFR reflects the stable cash flow generated from the
company's portfolio of mature niche branded over-the-counter (OTC)
healthcare products, offset by high competition, leverage and
acquisition event risk. The company has good brand names, but
operates in highly competitive near-pharmacy like categories with
flat to low single digit growth and high price elasticity.
Competition includes branded offerings from much larger and more
diversified pharmaceutical companies and a range of generic and
store brands. Prestige is building the portfolio entirely through
acquisitions, and demonstrates good execution investing in product
development, distribution and marketing to stabilize the market
share of those brands. Prestige's outsourced product manufacturing
also results in minimal capital spending. But its small scale and
OTC business focus create greater relative exposure than its more
broadly diversified consumer product peers to category
competition, concentrated retail distribution, product recalls and
possible legal liability. Financial policies are also aggressive
with high debt-to-EBITDA leverage (4.7x LTM 9/30/13 incorporating
Moody's standard adjustments and pro forma for the proposed
refinancing) and significant ongoing leveraged acquisition event
risk. The lack of a dividend or share repurchases only partially
mitigates these risks.

The upgrade of Prestige's speculative-grade liquidity rating
reflects the modest but steady growth in free cash flow,
prepayment of all debt maturities through 2018, and increased
covenant headroom due to gradual leverage reduction.

Prestige's stable rating outlook reflects Moody's view that the
company will generate flat to low single digit organic revenue
growth and more than $100 million of annual free cash flow by
continuing to reinvest in marketing and product development.
Moody's also anticipates that Prestige will continue to complete
modestly sized acquisitions and maintain good liquidity.

Prestige's ratings could be downgraded if its financial
performance deteriorates as result of market share erosion,
lengthy product interruptions/recalls, or increased promotional
spending, or the company completes meaningful acquisitions or
shareholder distributions. Specifically, debt-to-EBITDA above 5.0x
or EBIT-to-interest below 2.0x could result in a downgrade. A
deterioration of liquidity could also result in a downgrade.

For an upgrade, Prestige would need to profitably increase its
scale and diversity, sustain steady organic growth, and commit to
a more conservative financial profile such that debt-to-EBITDA is
sustained below 4.0x and EBIT-to-interest is sustained above 2.5x
factoring in potential acquisitions. Prestige would also need to
maintain a good liquidity position to be considered for an
upgrade.

Prestige, headquartered in Tarrytown, New York, manages and
markets a broad portfolio of branded OTC healthcare and household
cleaning products with the largest categories being cough & cold
(20% of revenue), analgesics (18%), gastrointestinal (15%), and
eye & ear care (14%). Key brands include Chloraseptic, BC,
Goody's, Beano, Dramamine, Compound W, Clear Eyes, Little
Remedies, Efferdent, Luden's, Fiber Choice, Comet and Spic and
Span. Revenue for the 12 months ended September 2013 was
approximately $626 million.


PRESTIGE BRANDS: S&P Rates New $400MM Unsecured Notes 'B+'
----------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'B+'
unsecured debt rating on Tarrytown, N.Y.-based Prestige Brands
Inc.'s proposed $400 million unsecured notes due 2021.  The
recovery rating for the proposed notes is '4', which indicates
S&P's expectation for average (30%-50%) recovery in the event of a
default.

In addition, following completion of this transaction, S&P will be
raising its rating on the company's existing unsecured notes to
'B+' from 'B-' and revising the recovery rating to '4' from '6'.
Also, S&P will be raising its rating on the company's senior
secured debt to 'BB' from 'BB-' and revising the recovery rating
to '1' from '2'.  The '1' recovery rating indicates S&P's
expectation for very high (90%-100%) recovery in the event of a
default.  These rating actions are contingent on the transaction
closing according to the terms presented to S&P.  Material
deviation from these terms, or failure to close the transaction,
would likely prompt S&P to reverse these rating actions.

The 'B+' corporate credit rating on Prestige Brands remains
unchanged.  The outlook is stable.

S&P expects the transaction to be leverage neutral because the
company will use proceeds from the proposed notes issue to
refinance its $250 million senior secured notes due 2018 and repay
borrowings under its term loan.  S&P estimates pro forma debt-to-
EBITDA leverage will increase slightly to 4.6x from 4.5x for the
12 months ended Sept. 30, 2013.  Pro forma for the proposed
transaction, total reported debt will be approximately
$1.0 billion.

S&P's ratings on Prestige Brands reflect its assessment that the
company's financial risk profile continues to be "aggressive",
with leverage in the mid-4x area and our expectation for financial
policy to continue to be aggressive as the company continues to
pursue debt financed acquisitions.

S&P has revised its assessment of the company's business risk
profile to "fair" from "weak", reflecting the company's good
profitability and track record of successfully integrating
acquisitions without material disruptions to date.  However, the
company continues to hold a more limited niche position in the
highly competitive over-the-counter health care and household
consumer product market.

RATINGS LIST

Prestige Brands Inc.
Corporate credit rating             B+/Stable/--

New Ratings
Prestige Brands Inc.
Senior unsecured
  $400 mil. notes due 2021           B+
    Recovery rating                  4

Issue ratings raised; Recovery ratings revised
                                     To            From
Prestige Brands Inc.
Senior secured
  $250 mil. notes due 2018           BB            BB-
    Recovery rating                  1             2
  $660 mil. term loan due 2019       BB            BB-
    Recovery rating                  1             2
Senior unsecured
  $250 mil. notes due 2020           B+            B-
    Recovery rating                  4             6


PRM FAMILY: Opposes BofA Bid for Chapter 11 Trustee
---------------------------------------------------
PRM Family Holding Company, L.L.C., et al., ask the U.S.
Bankruptcy Court to deny a motion filed by Bank of America, N.A.,
as administrative agent and lender, for the appointment of a
Chapter 11 trustee.

The Debtors note that the primary goal of Chapter 11 is
reorganization -- not liquidation.  The existing management team
continues operating the Debtors' business postpetition and in this
case management is actually in the best position to rehabilitate
the debtor.

On the other hand, BOA, wants to liquidate the Debtors' assets
pursuant to 11 U.S.C. Sec. 363 solely for their benefit.  BOA's
collateral is worth substantially less than the amount of its
secured debts.  Thus, a sale of the Debtors' assets securing BOA's
claims will only benefit them. But, the Debtors have not acceded
or capitulated to BOA's demand for sale and instead have proposed
a Joint Plan of Reorganization.

Michael McGrath, Esq., at Mesch, Clark & Rothschild, P.C.,
attorney for the Debtor says that the Debtors' Joint Plan of
Reorganization will benefit all creditors and will result in the
Debtors' successful reorganization.

                    Deteriorating Condition

In response to the Debtors' objection, Bank of America clarified
that it filed the trustee motion due to "the deteriorating
financial condition of these cases after four months had passed
and there were no signs of any progress in these cases."

The bank points out that another month and a half has passed and
the hopelessly conflicted Provenzano family continues to control
all aspects of these cases. No settlement of any kind has emerged
from a multi-week mediation process.

On Sept. 23, 2013, the Debtors filed a bare-bones plan and
disclosure statement.  However, according to the bank, the Debtors
failed to file projections in support of their plan because those
projections would have plainly demonstrated the Provenzano family
does not have the money to recapitalize these estates nor do they
have any third-party financing commitments.

The bank notes that on Nov. 25, the Debtors unilaterally moved to
continue the hearing on their disclosure statement, which is a
tacit admission that the Provenzano family has no ability to go
forward with a cramdown plan that is not supported by a single
creditor in the Chapter 11 cases.

A hearing on the trustee motion was scheduled for Dec. 3.

Counsel for Bank of America, N.A., as Administrative Agent and a
Lender under the Amended and Restated Credit Agreement dated
July 1, 2011, can be reached at:

         Robert J. Miller, Esq.
         Justin A. Sabin, Esq.
         BRYAN CAVE LLP
         Two North Central Avenue, Suite 2200
         Phoenix, AZ 85004-4406
         Telephone: (602) 364-7000
         Facsimile: (602) 364-7070
         E-mail: rjmiller@bryancave.com
                 justin.sabin@bryancave.com

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PROVINCE GRANDE: Levin, et al., Have Standing to Bring Lawsuit
--------------------------------------------------------------
Judge A. Thomas Small denied the defendants' motion to dismiss the
complaint captioned ERIC M. LEVIN AND HOWARD SHAREFF, Plaintiffs,
v. PEM ENTITIES, LLC AND PROVINCE GRANDE OLDE LIBERTY, LLC,
Defendants, Adv. Proc. No. 13-00122-8 (Bankr. E.D.N.C.).

On May 8, 2013, debtor Province Grande Olde Liberty, LLC, filed a
motion to sell free and clear of liens, 12 single-family,
residential lots, and to distribute the proceeds of the sale to
PEM as senior secured creditor.  Creditors Eric M. Levin and
Howard Shareff objected to the motion to sell and the proposed
distribution of sale proceeds to PEM.  Judge J. Rich Leonard
granted the motion to sell but ordered that any proceeds be held
by the debtor for 30 days, within which time the plaintiffs were
to file a lawsuit against PEM setting forth a bona fide dispute as
to the senior secured interest of PEM.

The plaintiffs filed the Complaint on July 25, 2013, in which they
assert claims of equitable subordination and recharacterization of
the claim of PEM.  The complaint also includes a cause of action
for avoidance and recovery of a fraudulent transfer.

In an Oct. 2, 2013 Order available at http://is.gd/VSfPA6from
Leagle.com, Judge Small held the plaintiffs suffered an injury as
a result of the defendants' actions and have standing to bring
claims.

Moreover, the Court ruled that it will not reduce the plaintiffs'
claim to $188,000.

Province Grande Olde Liberty, LLC, filed a voluntary Chapter 11
petition (Bankr. E.D.N.C. Case No. 13-01563) on March 11, 2013.


PUGET ENERGY: S&P Raises CCR From 'BB+' on Revised Criteria
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Seattle-based utility holding company Puget
Energy Inc. to 'BBB-' from 'BB+'.  At the same time, S&P raised
the rating on Puget Energy Inc.'s senior unsecured debt to 'BBB-'
from 'BB+' and withdrew the '3' recovery rating on this debt.  S&P
removed all ratings from CreditWatch, where it placed them with
positive implications Nov. 26, 2013.  The outlook is stable.  In
addition, S&P affirmed the 'BBB' corporate credit rating on
subsidiary Puget Sound Energy.

"We base our upgrade primarily on a reassessment of financial risk
against our utilities medial volatility benchmarks, which
recognize the lower volatility of cash flows in the regulated
utility sector," said Standard & Poor's credit analyst Michael
Ferguson.

The upgrade reflects S&P's reassessment of the company's sustained
improvement of its financial measures, which S&P believes will
remain supportive of a "significant" financial risk profile, and
"strong" business risk profile stemming from its strategic focus
on its core utility operations in a jurisdiction that has been
challenging at times, as well as its ability to distribute both
gas and electricity.

Standard & Poor's bases its ratings on Puget Energy Inc. and its
subsidiary, Puget Sound Energy Inc., on the consolidated group
credit profile and application of S&P's Group Ratings Methodology.
We deem Puget Sound Energy Inc. to be a "core" entity that is
integral to the Puget Energy Inc. group.  S&P rates the parent,
Puget Energy Inc., one notch lower than the subsidiary, with the
'BBB-' representing the consolidated group credit profile.  The
parent derives 100% of its cash flow from the utility and there
are structural protections and dividend restrictions in place that
insulate the subsidiary.

The stable rating outlook on Puget Energy Inc. and its utility
subsidiary Puget Sound Energy Inc. reflects S&P's expectation that
management will continue to reach constructive regulatory outcomes
to avoid any palpable rise in business risk.  The outlook also
includes S&P's projection of cash flow measures that, while lower
than those of many utilities, are likely to stabilize in the
coming period of lower capital spending.  Given the company's
exclusive focus on regulated utility operations, S&P expects that
Puget Energy will avoid any meaningful changes in business risk
and will fund upcoming capital investments in a balanced manner to
support the capital structure.

S&P could raise the ratings if financial measures consistently
exceeded its baseline forecast, including FFO to total debt
consistently greater than 16%.  This would likely be the result of
better-than-expected operational performance and new mechanisms
that reduce regulatory lag, as well as capital spending that is
lower than expected.

S&P could lower ratings if financial measures weakened due to
adverse regulatory outcomes and remained at less-supportive
levels, including FFO to total debt consistently less than 13%.
S&P could also lower ratings if the expected capital spending
savings in coming years do not materialize.


QUEEN ELIZABETH REALTY: Klinger & Klinger Approved as Accountant
----------------------------------------------------------------
Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York authorized Queen Elizabeth Realty Corp. to
employ Klinger & Klinger, LLP as accountant, nunc pro tunc to
Oct. 10, 2013.

As reported in the Troubled Company Reporter on Nov. 6, 2013,
Klinger & Klinger will be paid at these hourly rates:

       Partners                  $350
       Staff Accountants         $225
       Paraprofessionals/
       Administrative Asst.      $125

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

                   About Queen Elizabeth Realty

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
Klinger & Klinger, LLP serves as its accountant.

The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.  The petition was signed by
Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's
shares.  Jeffrey Wu and Lewis Wu (brothers of Phillip Wu,
brothers-in-law of Margaret Wu, each own 1/3 of the shares of the
Debtor.


RAVEN POWER: Moody's Rates $390 Million Sr. Secured Debt 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $390 million of
senior secured credit facilities to be issued by Raven Power
Finance LLC including a $350 million seven-year term loan and a
$40 million five-year revolving credit facility. Proceeds will be
used to refinance/recapitalize the capital structure associated
with Raven's 2,648 MW primarily coal-fired generating portfolio
located in Baltimore, Maryland. The assets consist of three
facilities that Raven acquired from Exelon Corporation in December
2012 - Brandon Shores (1,273 MW); H.A. Wagner (976 MW); and C.P.
Crane (399 MW). Raven's rating outlook is stable.

Ratings Rationale:

The B1 rating reflects the competitive position of Raven's
relatively low cost, environmentally clean, coal-fired merchant
generating portfolio within the BGE pricing zone of the PJM
Interconnection (PJM), recognizes the stability provided by PJM's
three year forward capacity auction process but also considers the
cash flow volatility as demonstrated by prior auctions. The rating
recognizes the improvement in Raven's energy margins that is
expected to come as a result of new coal and transportation
contracts for Brandon Shores and lower operating and maintenance
costs for Crane and Wagner. Moreover, the B1 rating further
acknowledges Raven's substantial dependence on cash flow from
inherently volatile merchant energy margins at Brandon Shores and
capacity payments from the 50 year old Wagner facility.

The B1 rating considers a reasonable capital structure which, in
Raven's base case projections, results in three year average
projected cash flow credit metrics (funds from operations to debt)
that are toward the upper end of the Ba scoring ranges indicated
in Moody's December 2012 rating methodology for Power Generation
Projects (the Methodology). In more conservative cases evaluated
by Moody's, including those based on lower gas and associated
power prices, a more modest level of Brandon Shores' dispatch, and
an assumption that future capacity auctions will approximate an
average of past results, credit metrics are still within the Ba
scoring range, albeit at the lower end.

The B1 rating reflects Moody's expectation of fairly steady debt
repayment based on a sweep of 100% of excess cash flow down to a
targeted debt balance determined by a straight line amortization
schedule. In most scenarios, Moody's expects near full repayment
of the term loan by its scheduled maturity date. In a stress
scenario where energy margins are reduced by 50% from management's
base case (about 30% below current estimates for 2013), Moody's
expects approximately 50% of the term loan to be repaid by
maturity.

The financing structure incorporates many traditional project
financing features, including: separateness provisions; first
priority liens on the equity and assets of the projects;
limitations on liens, indebtedness, and asset sales, etc.; an
initially funded maintenance reserve with an ability to look
forward and retain funds for future needs; a $40 million five-year
credit facility to be used for letters of credit and working
capital; a six month debt service reserve provided by a letter of
credit written from the project level credit facility; and, a
financial covenant to maintain a minimum 1.10 times debt service
coverage ratio. However, the structure will not include all the
aspects of a typical trustee administered waterfall, and
distributions for partner taxes are allowed prior to the use of
excess cash flow to repay debt or for the retention of funds for
major maintenance. Moody's believes these features weaken the
project finance structure. The terms of the financing will also
allow for the issuance of up to $100 million of additional debt,
subject to rating agency affirmation.

The rating outlook is stable reflecting Moody's view of the
predictability of Raven's cash flow generating ability over the
next 12-18 months. The outlook recognizes that a significant
portion of the Raven projects' revenue during this period will be
generated from known PJM capacity values, and factors in Raven's
demonstrated financial performance while operating the projects
during 2013 along with the improved contractual arrangements that
Raven has been able to obtain for the projects in the area of coal
procurement and transportation.

Although not anticipated in the near term, upward pressure on the
rating could develop if Raven were to hedge a meaningful
percentage of its output at margins that are consistent with
management's base case forecasts, or if there were to be a
meaningful reduction in leverage.

Downward pressure on the rating could develop if the savings
anticipated by the change in operating strategy at Crane and
Wagner do not materialize, if debt repayment occurs at a
significantly slower pace than anticipated, or if un-cleared
capacity is ultimately sold at values that are materially lower
than past auctions. The issuance of additional debt without
material changes in the cash flow generating profile of the
projects would likely result in a rating downgrade.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and model outputs consistent with initially projected
credit metrics and cash flows.

Raven is ultimately owned by funds managed by Riverstone Holdings
LLC (Riverstone); the assets are managed by Topaz Power
Management, L.P.


RAVEN POWER: S&P Assigns Prelim. 'BB-' Rating to $390MM Debt
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' project rating to Raven Power Finance LLC's
$390 million senior secured facilities, consisting of a
$350 million term loan B due in 2020 and a $40 revolving credit
facility due in 2018.  At the same time, S&P assigned its
preliminary '1' recovery rating, indicating "very high"
(90% to 100%) recovery under our default scenario.  The outlook on
the debt issue ratings is stable.

Raven used net proceeds from the issuance to pay a $149 million
dividend to sponsors and refinance the remaining $173.3 million on
its existing term loan and fund a major maintenance reserve, as
well as pay the fees that are customary with such transactions.  A
fund managed by Riverstone Holdings indirectly owns 100% of Raven
Power Finance, which, in turn, owns 2,649 megawatts of coal-fired
generating plants.  There is no project debt at the plant level
and, consequently, all cash flows from the power plant help to pay
the project debt.  Furthermore, lenders benefit from a modified
cash flow sweep, in which 100% of the excess cash flows pay off
debt up to a prespecified level modeled on straight line
amortization.

The ratings reflect business risk stemming from uncertainty in
merchant energy and capacity markets in the PJM; the portfolio
consists of three primarily coal-fired power plants in Maryland.
The largest, the Brandon Shores unit, with a historically higher
capacity factor, was completed in 1991, while the Wagner and Crane
facilities are each about fifty years old; S&P anticipates closure
of the latter two by the mid-2020s.  The project derives its
revenue from energy and capacity payments.  There has been some
instability in capacity markets, although this has been largely
mitigated through 2017 for this project, while energy margins have
ebbed and flowed.  Through much of 2013, energy margins and
dispatch have been relatively strong, although they were much
weaker in 2012 across the portfolio.

The stable outlook reflects S&P's expectation of effective
operations and reasonable stability of cash flows resulting from
set capacity charges through 2017, a relatively advantaged
position in PJM's energy market, and low debt level, along with
sufficient liquidity to address typical operational problems with
assets of this type and age.

S&P could downgrade the project if energy margins weaken from its
base case, resulting in DSCRs that are below 1.2x in the early
years of the project.  Additionally, although S&P's base case
provides for heightened capital spending 2014; should this persist
beyond that year and weigh on the ability to pay down yet in
subsequent years, especially in light of possibly higher coal
costs beyond 2018, S&P could also downgrade.  By contrast, S&P
could upgrade if its appraisal of the PJM and the Southwest Mid-
Atlantic Area Council market energy markets improves, coupled with
stabilized O&M costs; this would largely mitigate refinancing
risk, which is already low for this project.


RESIDENTIAL CAPITAL: Settles With Bondholders, Revises Plan
-----------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates, and the
Official Committee of Unsecured Creditors filed with the U.S.
Bankruptcy Court for the Southern District of New York a second
amended Joint Chapter 11 Plan to, among other things, incorporate
a settlement entered into with certain holders of the 9.625%
junior secured notes due 2015 issued by ResCap.

The Second Amended Plan, among other things, reflects a settlement
among the Plan Proponents and certain of the Junior Secured
Noteholders, the Ad Hoc Group, the Junior Secured Notes Indenture
Trustee, and the Junior Secured Notes Collateral Agent.  The JSN
Settlement has the support of Ally Financial Inc. and certain of
the Consenting Claimants, and resolves adversary proceeding filed
by the JSNs, as well as the pending objections to confirmation
filed by the Junior Secured Notes Indenture Trustee, the Junior
Secured Notes Collateral Agent and the Ad Hoc Group.

The Second Amended Plan gives the JSNs an indefeasible and
irrevocable distribution without offset or recoupment of any kind
in the amount of $1,247,506,575, in cash, in full and final
satisfaction and release of the Junior Secured Notes Claims, which
amount represents $2,222,506,575 of principal, interest, and fees
owing as of the Petition Date, plus $125,000,000 in settlement of
all claims for postpetition interest and unpaid fees and other
charges under the JSN Documents less $1,100,000,000 previously
paid under the PayDown Orders.  The remaining unpaid fees and
charges are estimated to be in range between $54 million and $56
million.

The Debtors and the Creditors' Committee also filed a notice
stating that they have reached an agreement in principal with
certain holders of the JSNs with respect to resolution of pending
litigation regarding the treatment of the Junior Secured Notes
Claims.  Any Junior Secured Noteholder that returned a Ballot
rejecting the Plan but changes its vote to accept the Second
Amended Plan on or before the Confirmation Date will be treated as
a Consenting JSN and be deemed to be both a Debtor Released Party
and an Exculpated Party under the Second Amended Plan.  Any Junior
Secured Noteholder that voted to reject the Plan but fails to
change its vote on or before the Confirmation Date will not be
deemed either a Debtor Released Party or an Exculpated Party under
the Second Amended Plan.

Furthermore, the Debtors filed a notice identifying scheduled
claims that have been satisfied in full subsequent to the Petition
Date.  In connection with their review of their Schedules of
Assets and Liabilities and the Debtors' books and records, the
Debtors identified 46 claims as claims that have been satisfied in
full subsequent to the Petition Date either by a third party or by
the Debtors in accordance with the authority granted to the
Debtors pursuant to a court order.  A schedule of the satisfied
claims is available for free at:

       http://bankrupt.com/misc/RESCAPclaimsnot1203.pdf

The Plan Proponents will seek a confirmation date for the Second
Amended Plan of Dec. 11, 2013.  Objections are due Dec. 9.

Nick Brown, writing for Reuters, related that at a Dec. 3 hearing,
lawyers for the Debtors and the Creditors' Committee hope to bring
the deal into effect and exit bankruptcy by Dec. 24.  A lawyer for
the bondholder group said at the Tuesday hearing that his clients
will now have the option to change their votes on the plan from
opposed to in favor, Reuters related.

While they do not have to change their votes in order to receive
their share of payouts under the settlement, the lawyer said group
members who remain opposed will not be entitled to certain legal
releases, Reuters further related.

A full-text copy of the Second Amended Plan, dated Dec. 3, 2013,
is available at http://bankrupt.com/misc/RESCAP2ndplan1203.pdf

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Kessler Claims Settlement Approved
-------------------------------------------------------
Judge Martin Glenn entered a final order approving Residential
Capital's settlement with the so-called "Kessler Settlement
Class," which settlement reduces the claims asserted by the
Kessler Settlement Class as an allowed, general unsecured borrower
claim, not subject to subordination under the Joint Chapter 11
Plan, in the amount of $300,000,000 against Debtor Residential
Funding Company, LLC.

These class claimants filed claims against the Debtors asserting
more than $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.

The settlement resolves the claims of the borrowers on 44,535
second mortgage loans made to the members of the Kessler
Settlement Class as against RFC and other Debtors.  These claims
were and currently are part of a larger dispute that has been
pending in the MDL proceeding.

Judge Glenn also finally certified for settlement purposes the
Kessler Settlement Class, the Equitable Tolling Sub-Class and the
Non-Equitable Tolling Sub-Class.

"Kessler Settlement Class" is defined as: "All persons who
obtained a second or subordinate, residential, federally related,
non-purchase money, HOEPA qualifying mortgage loan from Community
Bank of Northern Virginia or Guaranty National Bank of
Tallahassee, that was secured by residential real property used as
their principal dwelling and that was assigned to GMAC-Residential
Funding Corporation n/k/a Residential Funding Company, LLC, who
was not a member of the class certified in the action captioned
Baxter v. Guaranty National Bank, et al., Case No. 01-CVS-009168
in the General Court of Justice, Superior Court Division of Wake
County, North Carolina."

"Equitable Tolling Sub-Class" is defined as: "All persons who meet
the above class-definition, whose loan closed prior to
May 1, 2000."

"Non-Equitable Tolling Sub-Class" is defined as: "All persons who
meet the above class-definition, whose loan has closed after
May 1, 2000."

The Court has considered the objections filed by Tammy Sinclair
and Chad Sinclair, who complained that the amount of award of
attorneys' fees to the class counsel is excessive, and the
objections filed by PNC Bank, N.A., and overruled all objections.

Judge Glenn also awarded a total of $72,500 to certain plaintiffs
as incentive awards for their services as representatives of the
Kessler Settlement Class.  The Settlement Class sought an
incentive fee of $12,500 for named plaintiff Rowena Drennen and
her ex-husband John Drennen based on Ms. Drennen's additional
service as a member of the Official Committee of Unsecured
Creditors, and an incentive fee of $7,500 each for named
plaintiffs Flora Gaskin, Roger and Christine Turner, and John and
Rebecca Picard.  Additionally, the Plaintiffs sought an incentive
fee of $7,500 for each of the following MDL Litigation Plaintiffs:
(1) Brian and Carla Kessler, (2) Phil and Jeannie Kossler, (3)
John and Kathy Nixon, (4) William and Ellen Sabo, and (5) Tammy
and David Wasem.

The Plaintiffs' counsel is awarded $719,759 representing the
litigation expenses and court costs.

                     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: Wins OK to Assume & Assign Syncora Deals
-------------------------------------------------------------
The Bankruptcy Court authorized Residential Capital LLC and its
affiliates to assume certain servicing-related agreements for
trusts insured by Syncora Guarantee Inc. and assign those
agreements to Ocwen Loan Servicing, LLC.

Pursuant to a stipulation entered into among the Debtors, the
Official Committee of Unsecured Creditors, and Syncora, agree that
the cure amount the Debtors must pay to Syncora in connection with
the assumption and assignment of the agreement is $4,500,000.

In full and final satisfaction of all claims that have been
asserted by Syncora in excess of the cure amount, Syncora's claims
will be reduced and allowed as: (a) a $7,840,000 claim against
GMACM as an Allowed General Unsecured Claim in Class
GS-4, and (b) a $7,113,000 claim against Debtor Residential
Funding Company, LLC, as an Allowed General Unsecured Claim in
Class RS-4.

Upon entry of an order authorizing the assumption and assignment,
(i) Syncora's objections to the Joint Chapter 11 Plan are deemed
withdrawn, (ii) Syncora will be deemed to have accepted the Plan,
and (iii) Syncora will otherwise support the Plan in accordance
with the Plan Support Agreement, dated May 13, 2013.

                     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: Mercer US Adjusts Rates
--------------------------------------------
John Dempsey, a partner of Mercer (US) Inc., filed a supplemental
declaration disclosing the following adjusted rates of Mercer
professionals that have provided services to the Debtors:

   John Dempsey (Partner)        $853/hour
   Andre Rooks (Principal)       $650/hour
   Bryan Dluhy (Associate)       $377/hour
   Elyse Knopf (Analyst)         $302/hour
   Ann Corrin (Analyst)          $302/hour
   Alex Nestorov (Analyst)       $302/hour
   Julie Mayer (Researcher)       $80/hour

Residential Capital tapped Mercer (US) Inc. as compensation
consultant, nunc pro tunc to the Petition Date, to assist the
Debtors with the assessment of any employee incentive and
retention plans to be proposed in the Chapter 11 cases.

The TCR reported in June this year an announcement by Mercer to
adjust its rates upwards by approximately 3% to 6%.

                     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).


RG STEEL: Inks Deal With Nat'l. Union Over Release of Collateral
----------------------------------------------------------------
RG Steel, LLC and National Union Fire Insurance Co. signed an
agreement, which requires the Pittsburgh-based company to return
$1.5 million in cash to the steel maker.

Under the deal, National Union is required to return $1.5 million
of the remaining cash in the amount of $23.4 million, which RG
Steel posted as collateral in connection with the insurance
provided by the company.

National Union will have an administrative priority claim against
RG Steel if both sides agree or if it is determined in the
arbitration commenced by the steel maker that the insurance
company is not adequately secured to satisfy the obligations
assumed by the steel maker.  A copy of the agreement is available
for free at http://is.gd/nnp8Db

National Union was contracted by RG Steel and three affiliates to
provide insurance prior to their bankruptcy filing.  In 2011, the
companies entered into an agreement under which RG Steel assumed
all of the existing and future debts and duties of the insureds
under the insurance programs.  The steel maker also posted cash
collateral to secure its obligations to National Union.

In September 2013, RG Steel commenced arbitration against the
insurance company, seeking the return of the collateral on grounds
that it ceased operating and employing personnel early on in its
bankruptcy case, and that most claims covered under the insurance
programs have already been administered.

U.S. Bankruptcy Judge Kevin Carey will hold a hearing on Jan. 7,
2014 to consider approval of the agreement.  Objections are due by
Dec. 11, 2013.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


ROOSEVELT LOFTS: Injunction Bid v. Debtor Over Bldg. Asset Mooted
-----------------------------------------------------------------
LOS ANGELES COMMUNITY COLLEGE DISTRICT, Cross-complainant and
Appellant, v. GS ROOSEVELT, LLC, Cross-defendant and Respondent.
LOS ANGELES COMMUNITY COLLEGE DISTRICT, Petitioner, THE SUPERIOR
COURT OF LOS ANGELES COUNTY, Respondent; GS ROOSEVELT, LLC, Real
Party in Interest, Case Nos. B244809, B247683 (Ct. App. Calif.) is
a consolidated appeal and petition for writ of mandate -- whereby
the College District challenged the denial of its motion for entry
of injunction and judgment.

The litigation, which was the subject of a prior appeal, concerns
a dispute over the use of a private alley in downtown Los Angeles.
The 30-ft. by 90 ft. alley is surrounded by buildings on three
sides and the owners of those three buildings share a common
easement over the alley.

For decades, the three buildings -- 700 Wilshire Building, 770
Wilshire Building and Roosevelt Building -- used the alley for
commercial delivery and trash trucks, loading docks, the
subterranean elevator, and dumpsters.  In 2007, the Roosevelt
Building was converted to condominiums and it made a unilateral
decision to change the way the alley was used.

Subsequently, the trial court rejected a jury finding that the
proposed use of the alley for parking garage access would
overburden the easement.

While 700 Wilshire and the College District appealed the trial
court judgment, Roosevelt Lofts, which then owned the Roosevelt
Building and the appurtenant easement, went bankrupt.  While the
prior appeal was pending, the bankruptcy court confirmed a
reorganization plan that allowed Roosevelt Lofts to transfer the
Roosevelt Building, the eastment and the judgment to GS Roosevelt,
LLC ("GSR), the present owner.

Under its appeal and petition for writ of mandate, the College
District contends that because GSR was a party to the prior
appeal, GSR was bound as a party by the court's disposition in the
prior appeal and the superior court had no valid grounds for
refusing to prohibit GSR from using the alley for parking garage
access.  In opposition, GSR denies that it is a party to the
litigation and argues to affirm the orders because, in the absence
of personal jurisdiction, the court may not enter injunctive or
declaratory relief against a nonparty.  GSR also argues the
orders, if reversed, would violate orders of the bankruptcy court.

In an Oct. 2, 2013 decision available at http://is.gd/0XjJHLfrom
Leagle.com, the Court of Appeals of California, Second District
ruled: "As to the appeal from the October 1, 2012 order denying
[College] District's request for a preliminary injunction and
judgment against GS Roosevelt, LLC, we reverse with directions.
As to the petition for writ of mandate from the January 10, 2013
order denying [College] District's request to enter a judgment and
injunction against Roosevelt Lofts, LLC, and its successor-in-
interest, we dismiss the petition as moot."

Haight Brown & Bonesteel's Morton G. Rosen, Esq. --
mrosen@hbblaw.com -- and Jeffrey A. Vinnick, Esq. --
jvinnick@hbblaw.com -- represent Cross-complainant/
Appellant/Petitioner Los Angeles Community College District.

Abelson Herron Halpern's Vincent H. Herron, Esq. --
vherron@abelsonherron.com ; Susan P. Welch, Esq. --
swelch@abelsonherron.com ; and Gregory O. Lunt, Esq. --
glunt@abelsonherron.com -- represent Cross-defendant, Respondent,
and Real Party in Interest.

Based in Los Angeles, California, Roosevelt Lofts LLC is a luxury
condominium project in downtown Los Angeles.  The company filed
for Chapter 11 protection on April 13, 2009 (Bankr. C.D. Calif.
Case No. 09-14214).  David L. Neale, Esq., at Levene Neale Bender
Rankin & Brill LLP, represents the Debtor.  In its petition, the
Debtor listed assets of between $100 million and $500 million, and
debts of between $50 million and $100 million.


RURAL/METRO CORP: S&P Withdraws 'D' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'D'
corporate credit rating and issue-level ratings on U.S.-based
Rural/Metro Corp. at the issuer's request.


SALIX PHARMA: Moody's Assigns 'B1' CFR & 'Ba1' Sec. Notes Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of B1
to Salix Pharmaceuticals, Ltd. At the same time, Moody's assigned
a B1-PD Probability of Default Rating, a senior secured rating of
Ba1 (LGD 2, 18%), a senior unsecured rating of B2 (LGD 4, 57%) and
a Speculative Grade Liquidity Rating of SGL-1. The rating outlook
is stable.

The ratings are being assigned in conjunction with the financings
for Salix's pending acquisition of Santarus Pharmaceuticals, Inc.

Ratings assigned:

B1 Corporate Family Rating

B1-PD Probability of Default Rating

Ba1 (LGD 2, 18%) $150 million senior secured revolving credit
facility

Ba1 (LGD 2, 18%) $1.2 billion senior secured term loan

B2 (LGD 4, 57%) $750 million senior unsecured notes

SGL-1 Speculative Grade Liquidity Rating

Ratings Rationale:

The B1 rating reflects Salix's position as the leading
gastroenterology pharmaceutical company following the acquisition
of Santarus. Projected combined revenues of $1.3 billion represent
good scale in the specialty pharmaceutical space, although revenue
is concentrated in three key products: Xifaxan, Glumetza and
Zegerid. Strong growth in Xifaxan and a newer product -- Uceris --
will be necessary to offset upcoming 2016 genericization of
Glumetza and Zegerid. The combination of Salix and Santarus has
compelling strategic rationale based on complimentary product
portfolios and good sale synergies. In addition, key products like
Xifaxan and Uceris face high barriers for generic competitors.
Offsetting these strengths, financial leverage will be initially
very high, with projected pro forma 2013 gross debt/EBITDA of 6.4
times giving credit for synergy targets of $40 million. The B1
rating is prospective in that Moody's expects Salix's leverage to
improve through strong EBITDA growth and the repayment of bank
debt with free cash flow.

The SGL-1 Speculative Grade Liquidity Rating reflects cash on hand
in excess of $200 million, good free cash flow with limited
capital expenditures, and an undrawn $150 million revolving credit
agreement.

The rating outlook is stable, reflecting Moody's expectation that
leverage will steadily decline from Moody's projected year-end
2013 figure of 6.3 times. Over time, the ratings could be upgraded
if Salix delivers on its growth strategy and maintains debt/EBITDA
below 4.0 times. Continuation of strong Xifaxan and Uceris sales
trends combined and positive pipeline development will increase
the chance of upward rating pressure. Conversely, the ratings
could be downgraded if debt/EBITDA is sustained above 6.0 times.
This could occur if growth is materially below Moody's
expectations, if one of the key products faces unexpected generic
competition, or if the company pursues debt-financed acquisitions.

Salix Pharmaceuticals, Ltd. is a specialty pharmaceutical company
operating in the US gastroenterology area. Through the recently
announced acquisition of Santarus Pharmaceuticals, Inc. Salix will
become the largest specialty company operating in this market. For
the 12 months ended September 30, 2013 Salix reported revenues of
$874 million and Santarus reported revenues of $338 million.


SAN FRANCISCO MEDICAL: Fails to Get Plan Confirmed
--------------------------------------------------
Bankruptcy Judge Hannah L. Blumenstiel denied confirmation of the
proposed Chapter 11 plan of San Francisco Medical Associates, Inc.
because the proposed treatment of objecting creditor, Saxe
Mortgage Company's claim is not fair and equitable under the
Bankruptcy Code.

The Debtor's primary asset is a commercial building, which is
subject to a first deed of trust held by Saxe.  The note secured
by Saxe's deed of trust matured pre-bankruptcy petition and the
Debtor's chapter 11 plan sought to extend the duration of the note
and modify the essential terms of the note.

Saxe will be granted full relief from stay if the Debtor does not
confirm a plan on or before Feb. 24, 2014, the judge ruled.

A copy of Judge Blumenstiel's Oct. 4, 2013 Memorandum Decision is
available at http://is.gd/j86Khpfrom Leagle.com.

At the confirmation trial, Stephen D. Finestone, Esq. --
sfinestone@pobox.com -- appeared for the Debtor.  Martha J. Simon,
Esq. -- mjs@mjsimonlaw.com -- appeared for Saxe Mortgage.

San Francisco Medical Associates, Inc., owns a two-storey
structure located at 6301 Third Street, in San Francisco,
California.  It filed for bankruptcy on Oct. 8, 2012 (Case No.
12-32859, Bankr. N.D. Calif.).


SAVIENT PHARMACEUTICALS: Creditors Object to Terms for Cash Use
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Savient Pharmaceuticals Inc. is being sold
at auction on Dec. 10, the secured creditors aren't bearing any
expense of the bankruptcy "being run for their sole and exclusive
benefit," the unsecured creditors' committee said in a court
filing last week.

According to the report, Savient, a developer of a treatment for
gout, has a hearing on Dec. 4 for final approval to use cash
representing collateral for secured lenders. Even though the
lenders are providing no new loans, they are receiving an
"extravagant adequate protection package," the committee says.

The committee objects, among other things, to how the lenders will
sweep up all sale proceeds along with all of Savient's other cash,
possibly resulting in "administrative insolvency" where expenses
of the bankruptcy can't be paid and nothing will remain for
holders of $122 million in unsecured claims.

Savient filed for Chapter 11 protection on Oct. 14. The Dec. 10
auction will be followed by a Dec. 13 hearing for sale approval.

Absent a higher competing bid, an affiliate of US WorldMeds LLC
will take the business for $55 million and $3 million in escrow.
The purchase price will be reduced by adjustments and the cost to
cure contracts that are behind in payment.

                   About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SCHUPBACH INVESTMENTS: Counsel Allowed $103,654 in Fees & Costs
---------------------------------------------------------------
Judge Dale L. Somers entered a memorandum opinion and judgment
available at http://is.gd/ByH6uUfrom Leagle.com, allowing Mark J.
Lazzo as Schupbach Investments, LLC's counsel an administrative
claim for fees and expenses in the amount of $103,654.04.

Schupbach Investments, LLC, filed for relief under Chapter 11 of
the Bankruptcy Code on May 16, 2011 (Bankr. D. Kan., Case No.
11-11425).  The Company's owners, Jonathan and Amy Schupbach,
filed for relief on July 16, 2011, under Chapter 13, but the case
was later converted to Chapter 11 (Bankr. D. Kan., Case No. 11-
13633).

Schupbach Investments' schedule A listed 165 parcels of real
property, 39 of which were mortgaged to Bank of Commerce & Trust
Company.  The Bank filed a proof of claim for $748,748.72 against
the Schupbachs.


SIMPLY WHEELZ: Bankruptcy Frustrates Regulators
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Advantage Rent A Car bankruptcy, coming just
months after it was sold at the insistence of the U.S. Federal
Trade Commission, demonstrates the difficulty of trying to
maintain competition in an already concentrated industry.

According to the report, Hertz Global Holdings Inc. was required
by the FTC to divest Advantage as a condition to antitrust
clearance for buying the Dollar Thrifty business.

Unless there's a higher offer, Catalyst Capital Group Inc. will
buy Advantage in exchange for the loan financing the Chapter 11
reorganization begun Nov. 5, up to $46 million.  Competing bids
are due Dec. 4, followed by an auction on Dec. 9.

                     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.


SPECTRUM BRANDS: Fitch to Rate $520MM Sr. Secured Term Loans 'BB+'
------------------------------------------------------------------
Fitch Ratings expects to rate Spectrum Brands, Inc.'s two new
senior secured term loans totaling approximately $520 million,
'BB+'. Loan proceeds from a new $250 million term loan to Spectrum
as borrower and a new Euro 200 million term loan (approximately
$270 million) to a new borrower, Spectrum Brands Europe GmbH
(Spectrum-Germany), will be used to refinance the $513 million
senior secured term loan B outstanding at Sept. 30, 2013.
Spectrum-Germany is a wholly-owned subsidiary of Spectrum. Fitch
also expects to assigns Spectrum-Germany an Issuer Default Rating
of 'BB-', similar to other cross-guaranteed borrowers in the
company's capital structure.

The refinanced $513 million term loan is a tranche within the
initial $800 million senior secured term loan facility established
in December 2012 and further amended in September 2013. Originally
a $700 million tranche was available to Spectrum and CDN$100
million tranche to Spectrum Brands Canada, Inc., as Canadian
borrower (Spectrum-Canada). At Sept. 30, 2013, approximately $513
million was outstanding to Spectrum and $81 million to Spectrum-
Canada. Both of these original term loans are listed as tranche B.

The September 2013 amendments to the senior secured term loan
facility added an $850 million tranche A term loan maturing in
September 2017 and a $300 million tranche C term loan maturing in
September 2019. In order to execute the repayment, a number of
actions are being taken via an amendment and restatement of the
senior term loan facility that impact various portions of the
amended facility.

All other material terms, conditions and covenants related to the
new loans remain unchanged except for additional Spectrum-Germany
collateral discussed below. Overall, Spectrum's consolidated debt
is also unchanged. Fitch expects the new loans to be closed by the
end of this year and that pricing is likely to decline from
current levels. The existing term loans will be withdrawn upon
refinancing.

Key Features of the New Loans

First, the new $250 million term loan with Spectrum as borrower
will be added to the existing $300 million tranche C amount for a
total of $550 million. The amortization rate is the same at 1% per
annum. The maturity date will be shortened slightly to Sept. 4,
2019 in concert with the existing Tranche C date.

Second, the new Euro 200 million facility could also accommodate a
potential UK borrower at a future date to borrow Euro or Sterling
currencies. The maturity date on the Euro facility is Sept. 4,
2019. The loans will amortize at a 1% rate. All amounts owning
under the Euro term facility will be secured by a valid and
perfected first-priority security interest in deposit accounts,
inventory and equipment used in connection with the German
borrower's Tetra(R) business, intellectual property, and other
general intangibles of Spectrum-Germany provided that these have
not already been pledged. The German subsidiary will provide an
unconditional guaranty of all amounts owing under the facilities
and is a cross guarantor to other facilities under the credit
agreement. This is a material change as Spectrum-Germany was not a
guarantor previously.

Third, the maturity date for the $81 million tranche B term loan
currently outstanding to Spectrum-Canada will also be shortened
slightly to Sept. 4, 2019.

All loans in the amended facility are guaranteed by SB/RH
Holdings, LLC (Spectrum's immediate parent company), each of
Spectrum's domestic subsidiaries, Spectrum-Canada and now,
Spectrum-Germany. There is a first lien on substantially all
assets (excluding A/R and inventory) plus a 65% pledge of equity
from first-tier foreign subsidiaries. All of the term loans have a
second lien on A/R and inventory with the $400 million asset-based
loan having the first lien on these assets. There are no financial
maintenance covenants and there is a $350 million accordion
feature subject to a senior secured leverage covenant of 3.25x.

Structural Subordination Increases Modestly

Of Spectrum's $3.2 billion in consolidated debt at Sept. 30, 2013,
$1.39 billion is unsecured maturing on or after 2020. With this
refinancing, structural subordination has increased from
approximately $81 million to $351 million. Moreover, the term
loans have modestly better collateral than just holding a 65%
pledge on Spectrum-Germany voting stock. However, subordination
remains a modest negative at just 11% of total debt.

Rating Rationale:

Spectrum's 'BB-' rating and Stable Outlook is supported by its
solid track record of improving margins, low single-digit organic
growth rates since 2009, ample levels of free cash flow (FCF) that
has been used to reduce debt, and appropriate value-based market
strategy which resonates well with challenged consumers in
developed markets. Spectrum remains committed to deleveraging and
operating in the 2.5x to 3.5x range in the long term.

Rating Outlook:

There is no room in Spectrum's rating for any further material
debt or leveraging transaction. Leverage is tracking in the right
direction and was 5.2x at Sept. 30, 2013. This is a significant
reduction in leverage from the 6.6x level when the company
purchased Stanley Black & Decker's Hardware & Home Improvement
Group (HHI) in a two-part transaction totaling $1.4 billion in
December 2012. On a pro-forma basis with a full year of HHI,
Spectrum's leverage would approximate 4.7x.

Fitch anticipates that at the end of Spectrum's fiscal year ending
Sept. 30, 2014 EBITDA and cash flow should improve with a full
year of the acquisition, lower interest expense and the absence of
fiscal 2013 HHI related transaction fees. FCF was $59 million in
2013 but should improve to the $300 million range next year.
Additionally, the company has strong cash flow and will be
directing a substantial portion towards debt reduction. Spectrum
stated that it expects to reduce debt by at least $250 million in
2014. All else remaining the same, leverage should be in the 4.4x
range at the end of the next fiscal year. Most other credit
protection measures, operating performance, and qualitative
factors solidly support the current rating. Fitch's expectation
that the company will continue to de-lever supports the Stable
Outlook and rating.

Rating Sensitivities:

Negative: Any change in financial strategy such that leverage is
consistently and materially higher than mid-4x levels would be of
concern and may have negative rating implications.

Governance Implications Potentially Negative: A change of control
due to issues with the majority owner could have negative rating
implications. An event of default could occur if an entity or
group, other than HRG and its affiliates, acquires more than 35%
of Spectrum. If there is a change of control, it would most likely
be due to foreclosure on the assets (i.e. Spectrum shares)
collateralizing debt at the parent level. In this event, all of
Spectrum's debt could accelerate unless the company obtains
waivers. Fitch would address this event upon its occurrence.

Positive: As credit protection measure improves with good business
momentum, the potential for a positive rating action could
increase though it is unlikely in the near term.

Fitch currently rates Spectrum as follows:

-- Long-term Issuer Default Rating (IDR) at 'BB-'

-- $400 million senior secured asset backed revolver (ABL) due
   May 24, 2017 at 'BB+'

-- $513 million senior secured term loan B due Dec. 17, 2019 at
   'BB+'

-- $300 million senior secured term loan C due Sept. 4, 2019 at
   'BB+'

-- $850 million senior secured term loan A due Sept. 4, 2017 at
   'BB+'

-- $520 million 6.375% senior unsecured notes due Nov. 15, 2020 at
   'BB-'

-- $570 million 6.625% senior unsecured notes due Nov. 15, 2022 at
   'BB-'

-- $300 million 6.75% senior unsecured notes due March 15, 2020 at
   'BB-'

Fitch currently rates Spectrum Canada as follows:

-- Long-term IDR 'BB-'

-- $81 million senior secured term loan B due Dec. 17, 2019 at
   'BB+'


SPECTRUM BRANDS: S&P Assigns 'BB' Rating to EUR200MM Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a 'BB'
issue rating to Madison, Wis.-based global consumer products
company Spectrum Brands Inc.'s proposed senior secured
EUR200 million ($270 million based on 1.35 USD/EUR exchange rate)
term loan tranche within its bank credit facility.  The recovery
rating is '1', which indicates S&P's expectation for very high
(90% to 100%) recovery for lenders in the events of a payment
default or bankruptcy.  In conjunction with this issuance, the
company is upsizing its existing term loan C to $550 million from
$300 million.  These issuances will repay the remaining
$513 million outstanding under the $700 million term loan B.

All of S&P's existing ratings on the company, including the 'B+'
corporate credit rating, remain unchanged.  S&P's rating outlook
is stable, reflecting its expectation for EBITDA growth above 10%
from a combination of low single-digit revenue growth, cost
reduction initiatives, and debt reduction of more than
$250 million to reduce leverage to the low-4x area during fiscal
2014.

S&P continues to believe the business risk profile, which improved
modestly following the HHI acquisition, will remain "weak."  HHI
increased the company's scale and improved both product and
customer diversification.  S&P's business risk assessment takes
into account the company's participation in highly competitive
markets and its exposure to volatile input costs.  The strong
negotiating power of the company's concentrated retailer customer
base remains a risk factor.

S&P continues to view the financial risk profile as "aggressive,"
given its 2014 base-case forecast for a ratio of debt to EBITDA in
the low-4x area and funds from operations (FFO) to total debt in
the mid-teens percent area.  Harbinger Group's majority ownership
of Spectrum Brands is incorporated in S&P's "negative" financial
policy assessment.

Under S&P's criteria, the combination of a "weak" business risk
profile and an "aggressive" financial risk profile leads to an
initial anchor of 'bb-'.  The "negative" financial policy
assessment results in a negative one notch adjustment to arrive at
a corporate credit rating of 'B+'.

Ratings List

Spectrum Brands Inc.
Corporate credit rating                       B+/Stable/--

New Ratings
Spectrum Brands Europe GmbH
Senior secured
  EUR200 million term loan                     BB
   Recovery rating                             1


ST. JOSEPH'S HEALTHCARE: Moody's Revises Outlook to Positive
------------------------------------------------------------
Moody's Investors Service has affirmed St. Joseph's Healthcare
System's (SJHS) Ba1 bond rating on outstanding debt of $234.9
million issued by New Jersey Health Care Facilities Finance
Authority. The rating outlook is revised to positive from stable.
The revision of the outlook to positive reflects the improvement
in operating performance and balance sheet measures over the last
two fiscal years.

Summary Rating Rationale:

The affirmation of the Ba1 bond rating is based on SJHS's location
in the challenged service area of Paterson, New Jersey, its
historical modest operating performance and balance sheet
position, and its heavy reliance on state charity care subsidy for
profitability as a safety net provider. The revision of the rating
outlook to positive is supported by two years of improving
operating performance and balance sheet measures following the
completion of major construction at both campuses.

Strengths:

SJHS is a sizable safety net and teaching healthcare system with
two acute care hospitals, a combined $700 million revenue base and
more than 36,000 admissions in fiscal year (FY) 2012 commanding a
leading market share of 35% in its broad four county service area.

SJHS's operating performance is above rating category medians for
a second year with an operating cash flow margin of 9.5% through
nine months of FY 2013 (after reclassifying interest income to
non-operating revenue from other operating revenue). This follows
the operating cash flow margin of 9.0% achieved in FY 2012
(Moody's removes $5.3 million in one-time Medicare rural floor
settlement funding). The below Baa median operating cash flow
margin is 4.7%.

SJHS's debt coverage ratios have improved with the improved
financial performance. Most notably Moody's-adjusted Maximum
Annual Debt Service (MADS) coverage and adjusted debt-to-cash flow
improved to 3.4 and 4.8 times, respectively based on annualized FY
2013 results, compared to 1.7 and 10.5 times, respectively in FY
2011. The Below Baa median MADS coverage is 1.7 times and debt-to-
cash flow is 7.0 times.

SJHS's absolute unrestricted cash and investments continues to
show improvement; as of September 30, 2013 the balance reached
$156 million or 87 days cash on hand compared to $145 million or
81 days cash at FYE 2012.

SJHS has completed major construction projects at both campuses
and has no new debt plans in the near term. Furthermore, the
system's debt is all fixed rate with no derivative instruments.

SJHS has a non-unionized workforce and Magnet status designation
for the last nine years, the first hospital in New Jersey to
receive the designation for three consecutive terms.

Challenges:

SJHS relies significantly on state subsidies for profitability,
with $85 million in subsidy representing 135% of the $62.8 million
in operating cash flow in FY 2012, an improvement from 255% in FY
2011. The subsidies for hospitals have remained consistent over
the last several years, but future state budget stress could force
funding cuts and place material strain on SJHS's cash flow.

Despite the improvement, the system remains leveraged from a
balance sheet perspective with cash-to-direct debt of 61% as of
September 30, 2013 similar to the below Baa median of 56%. The
leverage position is mainly due to a large increase in debt during
FY 2008 to fund extensive renovations and expansion at both system
hospitals. Furthermore, SJHS's defined benefit pension plan
liability has grown over the last several years and cash-to-
comprehensive debt (including short and long term debt and
operating lease and pension liability) remains low at 34% similar
to the below Baa median of 31%.

The flagship hospital, St. Joseph's Regional Medical Center
(SJMC), is located in Paterson with a below average socioeconomic
demographic as evidence by the high percentage (25%) of Medicaid
patients, almost twice the national median of 13%.

Outlook:

The revision of the rating outlook to positive is based on SJHS's
improved financial performance and balance sheet metrics over the
past two years, resulting in improved debt coverage metrics.

What Could Make the Rating Go Up:

A rating upgrade would be a function of SJHS's ability to sustain
the improved financial performance demonstrated over the past two
years, leading to further debt service coverage improvement and
balance sheet growth.

What Could Make the Rating Go Down:

A rating downgrade will be considered if declining patient volumes
lead to material market share loss and deterioration of operating
performance leading to softer debt coverage ratios and weaker
balance sheet metrics. An increase in leverage or greater than
anticipated capital spending from balance sheet resources would
also be a consideration.


TAYLOR BEAN: Trustee, Ginnie Mae Reach Deal for $610-Mil. Claim
---------------------------------------------------------------
Law360 reported that the plan trustee for defunct Taylor Bean &
Whitaker Mortgage Corp. asked a Florida bankruptcy judge on Dec. 2
to approve a settlement with the Government National Mortgage
Association that would give Ginnie Mae a $610 million allowed
claim for its disputed $5.2 billion claim.

According to the report, in a motion filed with the court, trustee
Neil F. Luria touted the deal as fair and reasonable, noting that
settling Ginnie Mae's claim would benefit all parties involved in
the bankruptcy case.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TEXAS COMPETITIVE: Fitch Affirms 'C' Issuer Default Ratings
-----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of
Texas Competitive Electric Holdings Company LLC (TCEH) and Energy
Future Competitive Holdings Company (EFCH) at 'C'. Fitch has also
affirmed the IDRs of Energy Future Holdings Corp (EFH) and Energy
Future Intermediate Holding Company LLC (EFIH) at 'CC'. The
ratings for Oncor Electric Delivery Company LLC (Oncor) are
unaffected by rating actions.

Key Rating Drivers:

The 'C' IDRs for TCEH and EFCH reflect Fitch's view that a
material restructuring of TCEH's capital structure is imminent.
Fitch forecasts the free cash flow deficits to deplete TCEH's
current available liquidity in the first half of 2014. TCEH had
$1,262 million in cash and cash equivalents and $171 million
availability under letter of credit (LOC) facilities as of Sept.
30, 2013.

TCEH faces maturities of the $3,851 million unextended portion of
term loans and deposit LOC loans in October 2014. Any
qualification by TCEH's auditors regarding the company's ability
to continue as a going concern in the audited financial statements
for the year ending Dec. 31, 2013 will trigger a default under the
TCEH senior secured facilities unless the lenders waive the
covenant. Fitch also expects TCEH to trip the maintenance covenant
in its senior secured facilities in the first half of 2014. The
secured debt-to-adjusted EBITDA ratio, as defined in the
maintenance covenant, stood at 7.38x as of Sept. 30, 2013 as
compared to the threshold level of 8.00x.

Beyond 2014, TCEH faces maturities of the $4,874 million of cash
pay/PIK toggle notes in 2015/2016 (which excludes approximately
$363 million of notes held by EFH and EFIH). The debt maturity
schedule could be exacerbated by the springing maturity provision
for the extended portions of the term loans and deposit LOC loans
if the requisite conditions are not met.

The 'CC' IDRs for EFH and EFIH reflect the possibility that EFH
and EFIH may voluntarily file for Chapter 11 of the U.S.
Bankruptcy Code. EFH has been periodically engaged in discussions
with the TCEH first-lien lenders, EFIH unsecured creditors and
other creditor groups to arrive at a pre-negotiated restructuring
plan. EFH is keen to maintain the entities in one consolidated
group to minimize adverse tax impact and maximize the enterprise
value. All the restructuring proposals put forth by the negotiated
parties as disclosed in EFH's 8-K filing dated Nov. 1, 2013
contemplate Chapter 11 filings for EFH and EFIH.

In the absence of a negotiated deal, Fitch believes a default at
EFH and EFIH remains a real possibility. Combined liquidity at
EFH/EFIH stood at $554 million as of Sept. 30, 2013. Fitch expects
combined liquidity to be affected by reduced upstream dividend and
cash tax payments from Oncor during 2013-2014 as a result of
elevated capex and bonus depreciation benefits. Fitch expects
liquidity to become constrained toward the end of 2016; Fitch's
forecasts include $250 million in second-lien debt issuance at
EFIH. Further liability management, refinancing of the current
high cost debt, and/or equity infusion will be needed to right
size the capital structure and support liquidity, in Fitch's view.
Fitch's financial forecasts assume no tax implications for EFH due
to any potential restructuring activities at TCEH. A default at
TCEH does not trigger acceleration of debt at EFH, and
consequently at EFIH, since there are no cross default linkages
between the entities.

Recovery Valuation
The individual security ratings at TCEH and EFH/EFIH are notched
above or below the IDR, as a result of the relative recovery
prospects in a hypothetical default scenario.

Fitch values the power generation assets at TCEH using a net
present value (NPV) analysis. Fitch uses the plant valuation
provided by its third-party power market consultant, Wood
Mackenzie, as an input as well as Fitch's own gas price deck and
other assumptions. The generation asset NPVs vary significantly
based on future gas price assumptions and other variables, such as
the discount rate and heat rate forecasts in ERCOT.

Fitch's valuation of TCEH's generation fleet at approximately
$14.1 billion reflects a value of approximately $1,800 per
kilowatt (kw) for the nuclear units, $800/kw for the older coal
fleet, $1,600/kw for the newer coal units, and $500/kw for the
natural gas plants. Fitch values TXU Energy at $2.5 billion using
an EV/EBITDA multiple of 5x. Fitch does note that natural gas
prices are a key variable that drives the valuation of TCEH's
power generation assets. According to Fitch's estimates, every
$1/MMBtu move in natural gas prices can drive an approximately
$500 million variance in TCEH's EBITDA beyond 2014. Fitch's
recovery valuation results in 51%-70% recovery for TCEH's first-
lien debt and no recovery for junior debt holders.

Fitch's assessment of the collateral valuation at EFH/ EFIH
continues to depend solely on the value of Oncor Electric Delivery
Holdings Company LLC's (Oncor Holdings) 80% ownership interest in
Oncor. Fitch values Oncor Holdings' proportional interest in Oncor
at $7.5 billion by using an 8.5x EV/EBITDA multiple and Oncor's
expected 2014 EBITDA of $1.8 billion. Fitch's recovery analysis
yields a 100% recovery for both the first-lien and second-lien
debt.

Rating Sensitivities:

Chapter 11 filings: Filing under Chapter 11 of the U.S. Bankruptcy
Code will lead to an IDR downgrade to 'D' for the entities
included in the filings.

Change in Leverage at EFH/EFIH: A reduction in debt at EFH/EFIH
will be positive for their credit profile. Any reduction in
leverage through liability management activities will be evaluated
by Fitch based on the terms of the transaction and could lead to
changes in the recovery analysis.

Lower Than Expected Cash Flows: A material shortfall in cash flows
at EFH/EFIH versus Fitch's current expectations due to factors
such as reduced dividends and/or corporate tax payments from
Oncor, federal tax obligations triggered by a potential
restructuring at TCEH among other factors, could lead to a
downgrade in the ratings of these entities.

Change in Oncor's Valuation: Any change in Fitch's assessment of
the valuation of Oncor due to reasons such as change in regulatory
environment, any restriction placed on upstream dividend
distribution, a change in electric sales outlook, etc., could lead
to a change in recovery ratings for EFH/EFIH's debt instruments.

Commodity Price Changes: Fitch considers it highly unlikely that
TCEH's IDR will be upgraded. The debt instrument ratings for TCEH,
however, could be upgraded or downgraded depending upon Fitch's
long-term view of power prices in ERCOT, which forms a key
assumption for TCEH's recovery analysis.

Increased Retail Competition: Rising competitive intensity in the
retail markets in Texas could lower the value that Fitch ascribes
to TXU Energy, thereby lowering the recovery values for TCEH's
senior secured first lien debt.

Fitch affirms the following ratings:

EFH
-- IDR at 'CC';
-- 9.75% notes due 2019 at 'C/RR6';
-- 10.000% notes due 2020 at 'C/RR6';
-- Senior unsecured guaranteed notes at 'CCC-/RR3';
-- Senior unsecured non-guaranteed notes at 'C/RR6'.

EFIH
-- IDR at 'CC';
-- Senior secured first lien debt at 'CCC+/RR1';
-- Senior secured second lien debt at 'CCC+/RR1';
-- 9.75% notes due 2019 at 'CCC-/RR3';
-- Senior toggle notes at 'CCC-/RR3'.

EFCH
-- IDR at 'C';
-- Senior unsecured notes at 'C/RR6'.

TCEH
-- IDR at 'C';
-- Senior secured first lien debt at 'CC/RR3';
-- Senior secured second lien debt at 'C/RR6';
-- Senior unsecured notes at 'C/RR6';
-- Unsecured pollution control bonds at 'C';
-- Lease facility bonds at 'CC/RR3'.


THOBURN LIMITED: Court Values 15 Parcels at $34.1MM
---------------------------------------------------
Bankruptcy Judge Robert G. Mayer entered an order on the valuation
of Thoburn Limited Partnership and John M. Thoburn's real property
for purposes of confirmation of their proposed Chapter 11 Plan.

Judge Mayer concluded that the "highest and best use" market value
identified by an appraiser -- pegged at $34.1 million -- is the
appropriate valuation for the Debtors' property.

"The highest and best use valuation is the appropriate valuation
in this instance because it is the intended disposition of the
property," the judge opined.

The Debtors accumulated about 15 parcels of unimproved real
property and their plan of reorganization provides that the
property will be sold to a developer.

A copy of Judge Mayer's Oct. 3, 2013 Memorandum Opinion is
available at http://is.gd/XVqYtPfrom Leagle.com.

Thoburn Limited Partnership, based in Vienna, Virginia, filed
for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 12-11243) on
Feb. 27, 2012.  Judge Robert G. Mayer oversees the case.  Kevin M.
O'Donnell, Esq., at Henry & O'donnell, P.C., serves as counsel to
the Thoburn entities.  In its petition, Thoburn LP estimated under
$50,000 in assets and under $50 million in debts.  The petition
was signed by John Thoburn, general partner.


TRIGEANT LTD: Section 341(a) Meeting Scheduled for Jan. 15
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Trigeant, Ltd.,
will be held on Jan. 15, 2014, at 10:30 a.m. at 1515 N Flagler Dr
Room 870, West Palm Beach.  The deadline to file proofs of claim
will be on April 15, 2014.

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

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

Trigeant, Ltd., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 13-38580) in West Palm Beach, Florida, on
Nov. 27, 2013.  The Boca Raton, Florida-based owner of a refinery
estimated $10 million to $50 million in assets, and $50 million to
$100 million in liabilities.  Paul Steven Singerman, Esq., at
Berger Singerman, in Miami, serves as counsel to the Debtor.
Judge Hon. Erik P. Kimball presides over the case.


UFS REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: UFS Real Estate Holdings, LLC
        107 Laurelfield DR
        Friendswood, TX 77546

Case No.: 13-80485

Chapter 11 Petition Date: December 3, 2013

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

Judge: Hon. Letitia Z. Paul

Debtor's Counsel: John Ernest Smith, Esq.
                  JOHN E SMITH & ASSOCIATES
                  907 South Friendswood Drive, Suite 204
                  Friendswood, TX 77546-5489
                  Tel:281-996-9393
                  Fax: 713-620-3093
                  Email: attysmithnotices@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jeff Evans, manager.

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


ULTRA PETROLEUM: Moody's Rates $400MM Notes B2 & Assigns Ba3 CFR
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Ultra Petroleum
Corporation's proposed $400 million senior unsecured notes.
Moody's also assigned a Ba3 Corporate Family Rating (CFR), a Ba3-
PD Probability of Default Rating and a SGL-3 Speculative Grade
Liquidity rating. The rating outlook is positive.

Proceeds from the new notes offering, together with borrowings of
approximately $259 million under the company's revolving credit
facility, will used to fund the $650 million acquisition of oil-
focused properties in the Three Rivers play in the Uinta Basin.

"Ultra's Ba3 CFR reflects its large reserve and production scale
and conservative financial policies," stated Michael Somogyi,
Moody's Vice President -- Senior Analyst. "However, the rating
also incorporates the company's high natural gas concentration
that has resulted in weak cash margins, which in combination with
the debt financed acquisition of Uinta assets, has increased
leverage."

Issuer: Ultra Petroleum Corporation

Assignments:

Long Term Corporate Family Rating (CFR), assigned Ba3

Probability of Default Rating (PD), assigned Ba3-PD

Speculative Grade Liquidity (SGL) Rating, assigned SGL-3

$400 million Senior Unsecured Notes Rating, assigned B2

Loss Given Default (LGD) $400mm Senior Unsecured Notes, assigned
LGD-6 (93%)

Positive rating outlook

Ratings Rationale:

Ultra's Ba3 Corporate Family Rating (CFR) is supported by its
long-term track record of production and proved developed (PD)
reserves growth at competitive costs and conservative financial
policies. The rating is restrained by Ultra's high concentration
in natural gas resulting in weak margins and a higher leverage
profile stemming from a debt-financed expansion into more oil-
focused area.

Ultra's proposed $400 million senior notes are rated B2, two
notches beneath the Ba3 CFR based on Moody's Loss Given Default
methodology and reflective of the size of the revolver lenders'
and existing note holders' senior priority claim on the company's
assets. These claims reside at Ultra's subsidiary, Ultra
Resources, Inc. As of September 30, 2013, after giving effect to
the closing of the Uinta Basin acquisition and the borrowings
under the revolving credit facility, Ultra's subsidiaries have
total indebtedness of approximately $2.1 billion, comprised of
$559 million drawn under the revolving credit facility and $1.56
billion of outstanding senior notes. The $400 million senior notes
issued at Ultra Petroleum Corporation (holding company) are
structurally subordinated to the existing and future indebtedness
at Ultra's subsidiaries.

Ultra is a natural gas weighted independent exploration and
production (E&P) company with operations focused in the Green
River Basin of southwest Wyoming, mainly covering the Pinedale
Anticline and the Jonah Field, and the Marcellus Shale in north-
central Pennsylvania. As of September 30, 2013, Ultra had
approximately 566 million barrels of oil equivalent (mmBOE) of
proved reserves, of which more than 96% was natural gas and about
57% was proved developed (PD). Production averaged about 108,000
BOE per day during September 2013, comprised of 97% natural gas
and 3% liquids.

The acreage acquisition in the oil-focused, Three Rivers play in
the Uinta Basin compliments Ultra's experience and expertise in
the Pinedale. The debt financed acquisition elevates Ultra's
leverage metrics, to around $23,000 per BOE and to over $7.65 per
BOE on an average daily production and PD reserve basis,
respectively, yet will improve the company's cash margins and cash
flow generation over time.

Ultra's SGL-3 Speculative Grade Liquidity Rating reflects its
adequate liquidity profile. The company, through its operating
subsidiary Ultra Resources, Inc., is a party to an unsecured
revolving credit facility. The revolver provides a loan commitment
of $1.0 billion. The revolving credit facility matures in October
2016 and is subject to a debt to EBITDA covenant ratio of no
greater the 3.5x and a PV-10 to total funded debt ratio of no less
than 1.5x. The company will be in close compliance with the debt
to EBITDA ratio on closing of the acquisition.

Pro forma the $400 million senior notes offering, Ultra will have
$5.0 million cash balance and approximately $441 million available
under its $1.0 billion revolving credit facility. Moody's expects
Ultra to generate between $800 million to $1.0 billion in
operating cash flows through mid-2015 driven by increased
production volumes stemming from its Uinta asset acquisition.
Combined with continued capital discipline, Moody's expects Ultra
to generate positive free cash flow over this period, thereby
limiting additional revolver borrowings, ensuring compliance with
financial covenants and supporting management's commitment to debt
reduction with a targeted adjusted EBITDA to debt ratio at or
below 2.0x.

The positive rating outlook reflects the potential for the company
to improve its cash margin and cash flow based leverage metrics as
it grows production at its newly acquired assets. In order for the
ratings to be upgraded, Ultra will need to demonstrate improved
cash margins while maintaining competitive costs. The rating could
be upgraded is cash flow/debt increases toward 35% while
debt/proved developed reserves trend below $8.00/BOE. If Ultra
were to significantly increase its leverage metrics through debt
funded acquisitions or a more aggressive capital spending plan,
the ratings could be downgraded. Retained cash flow/debt sustained
below 20% and debt/PD rising above $12.00/BOE could pressure the
ratings.


VASO ACTIVE: Payments to Former CEO Recoverable Under Sec. 547
--------------------------------------------------------------
Judge Christopher S. Sontchi ruled on a second motion for partial
summary judgment filed by Jeoffrey L. Burtch, a litigation trustee
appointed under Vaso Active Pharmaceuticals, Inc.'s confirmed plan
of reorganization, against a former officer and director of
Debtor.

The summary judgment motion was filed in a lawsuit the trustee
filed, seeking to recover payments made by the Debtor to its
former CEO, John J. Masiz, in the weeks prior to the Debtor's
bankruptcy from the proceeds of a settlement payable to the
Debtor.

The settlement proceeds arose from a resolved legal malpractice
action the Debtor brought against Robinson & Cole LLP.  The case
was settled in December 2009 pursuant to a $2.5 million settlement
agreement.  A portion of the proceeds was paid to Kelley Drye &
Warren LLP, the firm that represented the Debtor in the action,
and the rest was paid to the Debtor.

Of the $1.9 million it received in settlement proceeds, the Debtor
paid $598,000 to John Masiz and $306,000 to Joseph Frattaroli.
The Debtor subsequently paid $178,363 to Mr. Masiz and $16,827 to
Mr. Frattaroli.  At this time, virtually all of the cash in the
Debtor's possession came from the proceeds of the settlement with
Robinson & Cole LLP.

The trustee's first motion for partial summary judgment, filed on
July 13, 2011, sought to recover those payments as fraudulent
conveyances.  That motion was denied, however, in part, as to John
Masiz.  Consequently, the trustee now seeks to recover these
payments as avoidable preferences under 11 U.S.C. Sec. 547.

In an Oct. 15, 2013 opinion, Judge Sontchi said: "Here, Masiz has
conceded that he received the transfers.  As previously discussed,
the transfers were made on account of a debt incurred before the
transfer. There are no facts present which suggest that Masiz was
acting in good faith when he received the transfers.  In contrast,
the facts strongly suggest that Masiz had knowledge of the
avoidability of the transfers, particularly because Defendants
concede that the Debtor was insolvent at the time the transfers
were made, and that Defendants were aware of the financial
condition of the Debtor."  As a result, the Court finds that the
avoidable transfers under Section 547 are recoverable.

The case is, JEOFFREY L. BURTCH, AVOIDANCE ACTION TRUSTEE
Plaintiff, v. JOHN J. MASIZ, AND JOSEPH F. FRATTAROLI Defendants,
Adv. Proc. No. 11-52005 (Bankr. D. Del.).  A copy of the Court's
Oct. 15, 2013 Opinion is available at http://is.gd/ieQD16from
Leagle.com.

COOCH AND TAYLOR, P.A.'s Robert W. Pedigo, Esq. --
rpedigo@coochtaylor.com -- serves as counsel to Jeffrey L. Burtch.

CROSS & SIMON's Christopher P. Simon, Esq. -- csimon@crosslaw.com
-- and Kevin S. Mann, Esq. -- kmann@crosslaw.com -- in Wilmington,
DE, serve as counsel to John Masiz.

McCARTER & ENGLISH, LLP's William F. Taylor, Jr., Esq. --
wtaylor@mccarter.com -- and Kate Roggio Buck, Esq. --
kbuck@mccarter.com -- in Wilmington, DE, as well as Thomas Curran,
Esq. -- tcurran@mccarter.com -- in Boston, MA, serve as counsel
for Defendant John J. Masiz.

                 About Vaso Active Pharmaceuticals

Vaso Active Pharmaceuticals, Inc.'s business was commercializing
over-the-counter pharmaceutical products developed by BioChemics,
Inc. and manufactured by an independent third party.  Vaso Active
filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 10-10855)
on March 11, 2010.  In October 2010, Vaso filed its Second Amended
Chapter 11 Plan of Reorganization, which was confirmed by the
Court in November 2010.  Jeoffrey L. Burtch was appointed as the
Avoidance Action Trustee under the Plan.  Robert W. Pedigo, Esq.,
at Cooch and Taylor, P.A., represents Mr. Burtch.


VELATEL GLOBAL: Inks Cooperation Agreement with StarHub
-------------------------------------------------------
Velatel Global Communications, Inc., and its wholly owned
subsidiary China Motion Telecom (HK) Limited entered into a
Cooperation Agreement with StarHub Mobile Pte, Ltd., a Singapore
corporation and a leading mobile network operator in Asian
telecommunication markets.  The material terms of the Cooperation
Agreement are as follows:

   (i) China Motion and StarHub intend to work together in three
       areas of cooperation in three phases.  During Phase 1,
       China Motion's customers will be permitted to roam on
       StarHub's network in Singapore at agreed prices.  During
       Phase 2, following completion of the upgrade of China
       Motion's telephony core network, each Party will supply the
       other Party with an agreed allotment of phone numbers and
       international mobile subscriber identifiers for
       provisioning onto SIM cards which the assigned Party may
       market or sell to its post-paid subscribers to complete
       interconnections through its own network operations center
       or switch, which will provide subscribers access to the
       home network of the assigning Party or other networks to
       which such Party has been assigned rights by other mobile
       network operators.  During Phase 3, StarHub or its
       affiliates will have an option to purchase up to a 25
       percent equity stake in China Motion at its then market
       value.

  (ii) The StarHub Option is exercisable for three years, based on
       the proportionate total enterprise value of China Motion as
       of the date of exercise, payable within 90 days after
       notice of exercise.  For purposes of the StarHub Option,
       "enterprise value" is defined as the amount of money
       payable in Hong Kong dollars that a willing and well
       qualified buyer would pay to acquire 100 percent of the
       capital stock of China Motion taking into account the net
       asset value on its balance sheet, the relative age, quality
       of and debt service on its capital infrastructure, its
       employees and distribution base and its contracts with
       mobile network operators and other partners, its historical
       and projected revenues and EBITDA, the number and growth
       rates of its subscribers (by category) and the average
       revenue per user and churn rates associated with such
       subscribers, comparable sales of similar companies and the
       revenue and EBITDA multipliers applicable to those sales
       and to the telecommunications industry generally, the
       impact of potential exit into public listing onto the Hong
       Kong Stock Exchange, and those other factors as may be
       reasonably considered.  If the Parties are unable to agree
       on the total enterprise value, such value will be
       determined by appraisal.  Each Party will designate a
       valuation expert with expertise in valuing
       telecommunications companies.  The two experts will first
       agree together on the appointment of a third expert.  Each
       Party's expert will then independently prepare a report of
       the total enterprise value of China Motion.  That valuation
       will be without discount for minority interest compared to
       control premium.  If the total enterprise value as
       determined by each Party's designated expert is within 10
       percent of each other, the Parties shall accept the average
       of the two.  If the enterprise values differ by greater
       than 10 percent, the third expert will review the reports
       of the two experts and determine which report best reflects
       the total enterprise value, and that value will be used for
       payment of the option exercise price.  The StarHub Option
       is subject to limitations based on the Loan Agreement,
       Share Charge and Option Deed with Xin Hua (disclosed in the
       Company's Report on SEC Form 10-Q filed on Nov. 19, 2013)
       during the time any of the loan amount is unpaid.

(iii) The initial term of the Cooperation Agreement is 36 months,
       with automatic renewal in increments of 12 months unless
       either Party delivers notice of non-renewal.

  (iv) During the initial term and following a six month ramp up,
       the Cooperation Agreement contains minimum revenue
       commitments by China Motion of SGD$300,000 during the first
       year, SGD$600,000 during the second year, and SGD$900,000
       during the third year (all amounts are expressed in
       Singapore dollars).

   (v) The Cooperation Agreement describes details for settlement
       and payment of charges China Motion incurs for roaming
       services, and includes schedules setting forth initial per
       minute and per megabyte charges, and a configuration
       showing how the Parties? respective networks will
       interface.

  (vi) The Cooperation Agreement is subject to Singapore law, with
       resolution of disputes through the courts of Singapore.

(vii) The Cooperation Agreement contains other terms regarding
       confidentiality, remedies for breach, warranties, force
       majeure, suspension and termination of service, all
       pursuant to terms the Company considers standard for
       transactions of a similar nature.

A copy of the Cooperation Agreement is available for free at:

                        http://is.gd/jIqkgJ

                        About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  See http://www.velatel.com/

Velatel Global incurred a net loss of $45.60 million on $1.87
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $21.79 million on $0 of revenue for the year
ended Dec. 31, 2011.  The Company's balance sheet at Sept. 30,
2013, showed $2.56 million in total assets, $51.68 million in
total liabilities and a $49.12 million total deficiency.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company's viability is dependent upon its
ability to obtain future financing and the success of its future
operations.  The Company has incurred a net loss of $45,601,292
for the year ended Dec. 31, 2012, cumulative losses of
$298,347,524 since inception, a negative working capital of
$34,972,850 and a stockholders' deficiency of $36,566,868.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.


VELTI INC: U.S. Trustee Appoints 3-Member Creditors Committee
------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 cases of Velti, Inc., et al.

The Creditors Committee members are:

      1. T-Mobile USA, Inc.
         Attn: Aram Meade
         12920 SE 38th Street
         Bellevue, WA 98006
         Tel: (425) 383-4222

      2. Sprint Nextel Corp.
         Attn: Juliette Morrow Campbell
         10002 Park Meadows Drive
         Lone Tree, CO 80124
         Tel: (720) 206-3689
         Fax: (720) 206-3654

      3. Jesper Helt
         773 Rolling Hills Lane
         Pleasanton, CA 94566

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
bk-12878) on Nov. 4, 2013.

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.

Velti plc is a global provider of mobile marketing and advertising
technology.


VELTI INC: Wants Until Dec. 13 to File Schedules and Statements
---------------------------------------------------------------
Velti Inc., et al., ask the U.S. Bankruptcy Court for the District
of Delaware to extend the deadline within which the Debtors must
file their Schedules of Assets and Liabilities and Statements of
Financial Affairs through and including Dec. 13, 2013.

According to the Debtors, as a result of (i) the complexity of the
Debtors' financial affairs and (ii) the time that must be spent to
prepare information for potential alternate bidders, they are
unable to complete the Schedules and SOFAs within thirty days of
the Petition Date as required under the Federal Rules of
Bankruptcy Procedure.

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
bk-12878) on Nov. 4, 2013.

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.

Velti plc is a global provider of mobile marketing and advertising
technology.


VELTI INC: Court OKs Dec. 18 Auction for Assets
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved on
Nov. 20, 2013, approving bidding procedures in connection with the
sale of substantially all of the assets of Velti Inc., Air2Web,
Inc., and Air2Web Interactive, Inc., including as related to the
mobile marketing business unit ("MMBU") Business.

GSO MMBU Acquisition LLC, an affiliate of GSO Capital Partners LP,
the credit division of Blackstone, is approved as the stalking
horse bidder.

The stalking horse bidder will receive expense reimbursement of up
to $750,000.

The bid deadline is Dec. 16, 2013, at 9:00 a.m.

The auction, if necessary, will be held at 10:00 a.m. on Dec. 18,
2013, at the offices of DLA Piper LLP (US), 1251 Avenue of the
Americas, 27th Floor, New York, NY 10020, or at such other
location as will be identified in a notice filed with the
Bankruptcy Court at least 24 hours before the Auction.

The sale hearing will be held on Dec. 20, 2013, at 11:00 a.m.  Any
objections to the Sale will be filed and served no later than
4:00 p.m. on Dec. 13, 2013.

A copy of the Court-approved bid procedures is available at:

           http://bankrupt.com/misc/velti.doc78.pdf

                  Creditors Committee Objection

The Official Committee of Unsecured Creditors prior to the hearing
conveyed objections to the proposed sale process.

The Committee cited, "The commencement of these bankruptcy cases
and the rollout of a highly aggressive sale process have been
engineered to serve the interests of GSO Capital Partners, not the
Debtors' constituents.  GSO, through its various affiliates,
controls virtually all meaningful aspects of the Debtors'
restructuring process, and GSO is exercising this control to
impose an extremely expedited and flawed process that essentially
allows GSO to seize the Debtors' assets before other stakeholders
have time to evaluate this very complex transaction."

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
bk-12878) on Nov. 4, 2013.

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.

Velti plc is a global provider of mobile marketing and advertising
technology.


VIGGLE INC: Fully Draws $25 Million Sillerman Credit Facility
-------------------------------------------------------------
Viggle Inc. and Sillerman Investment Company II LLC, an affiliate
of the Company's executive chairman and chief executive officer,
entered into an amended and restated line of credit (the "New
$25,000,000 Line of Credit"), pursuant to which the Company may,
from time to time, draw on the New $25,000,000 Line of Credit in
amounts of no less than $1,000,000.  On Nov. 25, 2013, the Company
drew $1,045,000 under the New $25,000,000 Line of Credit, and drew
an additional $955,000 from other investors who had committed to
fund under the New $25,000,000 Line of Credit (the "LOC
Investors").  Following those draws on Nov. 25, 2013, the New
$25,000,000 Line of Credit is fully drawn.

In accordance with the terms of the New $25,000,000 Line of
Credit, the Company issued to SIC II warrants to purchase
1,045,000 shares of the Company's Common Stock, par value $0.001
per share.  These warrants will be exercisable at a price of $1.00
per share and will expire five years after issuance.

The Company expects to record a stock-based compensation charge of
approximately $303,000 relating to these warrants.

In August 2011 and May 2012, the Company previously completed
certain private placement offerings in which the Company issued to
certain investors, including the LOC Investors shares of the
Company's common stock and warrants to purchase shares of common
stock.  The Company's Board of Directors previously approved an
exchange by certain PIPE Investors of the common stock and
warrants that they received in the PIPE Transactions for Series A
Convertible Preferred Stock and Series B Convertible Preferred
Stock.  PIPE Investors were only be permitted to participate in
that exchange to the extent that they or their affiliates commit
or have committed to fund a portion of the New $25,000,000 Line of
Credit.  For each $100,000 that a PIPE Investor commits or has
committed to the New $25,000,000 Line of Credit, the PIPE Investor
would be able to exchange the common stock and warrants that it
received for $100,000 of investment in the PIPE Transactions for
100 shares of Series A Convertible Preferred Stock and 46 shares
of Series B Convertible Preferred Stock.

On Nov. 25, 2013, as part of the PIPE Exchange, the Company and
the LOC Investors entered into exchange agreements pursuant to
which the LOC Investors agreed to exchange: (a) a total of 191,000
shares of the Company's Common Stock and (b) warrants to purchase
191,000 shares of the Company's common stock that they had
received in the PIPE Transactions for: (i) a total of 955 shares
of Series A Convertible Preferred Stock and (ii) a total of 439.3
shares of Series B Convertible Preferred Stock.  As a condition of
that exchange, the LOC Investors committed to fund a total of
$955,000 under the New $25,000,000 Line of Credit, and the Company
drew on those commitments on Nov. 25, 2013.  The debt to the LOC
Investors is subordinate to the Company's Term Loan Agreement with
Deutsche Bank Trust Company Americas.  As part of that draw, the
Company also issued to the LOC Investors warrants to purchase
955,000 shares of the Company's Common Stock at $1 per share.
These warrants are exercisable for five years.

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$16.06 million in total assets, $36.26 million in total
liabilities, $36.83 million in series A convertible redeemable
preferred stock, and a $57.04 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WATERFRONT OFFICE BUILDING: Debtors, DG Hyp File Plan Objections
----------------------------------------------------------------
Competing Chapter 11 plans have been filed in the Chapter 11 cases
of Waterfront Office Building LP and Summer Office Building, LP,
and each plan proponent is saying that the rival plan should not
be confirmed.

The bankruptcy judge will convene a hearing on the plan objections
on Feb. 25, 2014, at 2:00 p.m.

Secured creditor Deutsche Genossenschafts-Hypothekenbank AG (DG
Hyp) says its plan is superior to the one submitted by the
Debtors.  DG Hyp contends the Debtors' own plan has numerous fatal
flaws and cannot be confirmed.  The Debtors, on the other hand,
assert their own plan should be confirmed as DG Hyp's liquidating
plan distributes more to DG Hyp than it is entitled to receive.

The Debtors' sole assets are two underperforming office buildings
located at 46/62/68/78/84/102 and certain dockominium units on
Southfield Avenue ("Waterfront") and 600 Summer Street ("Summer"),
Stamford, Connecticut.  DG Hyp is the holder of a senior mortgage
loan on the properties and is owed at least $55,000,000.

In their objection to the DG Hyp Plan, the Debtors stated, "the
Liquidating Plan distributes more to DG-Hyp than it is entitled to
and the competing plan of reorganization proposed by the Debtors
maximizes the recovery for all interest holders and serves the
rehabilitative purposes of Chapter 11.  Thus, even were DG-HYP's
plan confirmable, the Court should confirm the Debtors' plan of
reorganization."

The Debtors will supplement the objection in a memorandum of law
that will be subsequently filed, according to James Berman
James Berman, Esq., at Zeisler & Zeisler, P.C., counsel to the
Debtors.

Deborah J. Piazza, Esq., at Tarter Krinsky & Drogin LLP, counsel
to DG Hyp, avers that "numerous gatekeeper" issues which prevent
confirmation of the Debtors' Plan.

(1) Improperly Gerrymandering Classes

     The Debtors have improperly separated DG Hyp's general
unsecured deficiency claim into a class separate from all other
general unsecured claims.  If the Debtors' Plan properly included
all unsecured creditors in one class as it should, DG Hyp would be
the largest creditor in such class and would control the class.

(2) Plan Not Feasible

     The Plan fails to provide basic information about the
properties, including an appraisal, projections of future income,
a showing of ability to meet plan commitments, a financial
disclosure from the Debtors' principals, or the source and
application of the Debtors' cash infusion.

(3) No Valuation of Properties

     Without a valuation or projections as to income which may be
produced by the properties, it is impossible to determine if the
Debtors are remotely capable of keeping their lofty promises.

(4) Violation of Absolute Priority Rule

     The Debtors' equity holders propose to hold onto their equity
in exchange for a $5,000,000 cash infusion in reliance on the new
value exception to the absolute priority rule.  Competitive
bidding for such equity is to start at $5,250,000.  Because such
process is essentially a disguised sale of the properties, DG
Hyp's credit bid of $55 million would far exceed any other bids
for the equity and thus the Debtors' Pian would in essence be the
same as the DG Hyp Plan.

(5) Improperly Substantively Consolidating 2 Cases

     These bankruptcy estates involve two separate and distinct
Debtors with separate assets and liabilities.  Substantive
consolidation of the two Debtors will only harm the creditors of
both estates and is clearly not in the best interest of the
estates.

                     The Competing Plans

The U.S. Bankruptcy Court for the District of Connecticut has
scheduled a hearing on Feb. 25, 2014, at 2 p.m. to consider
confirmation of the competing plans.

The Debtors' Plan provides that DG Hyp will receive title to the
property owned by Summer, $3.5 million from the Debtors' reserves,
and a promissory note of $20 million.  Holders of general
unsecured claims, estimated to total $350,000, will receive a
payment equal to 100% their allowed claims plus a payment of 5%
interest on the first anniversary of the Effective Date.  DG-Hyp's
general unsecured claims estimated at $16.5 million -- which are
separated from the class of other general unsecured creditors --
will have a 3% recovery and will be paid in four equal quarterly
cash payments.  Holders of interests will be permitted to retain
their interests in exchange for a $5 million contribution.

The DG-Hyp Plan proposes to pay all creditors in full on or around
the Effective Date.  DG Hyp, owed in excess of $55 million, has
recently had the Properties appraised as having a value of
$41,200,000, leaving DG Hyp with a large deficiency claim
estimated at approximately $14,472,000.  DG Hyp will receive the
deeds of the properties, and DG Hyp will waive its deficiency
claim.  Unsecured creditors will be paid in full from the
$3,500,000 held in the Debtors' accounts reserved for DG Hyp.
Pursuant to DG Hyp's plan, equity holders won't receive anything
and their interests will be extinguished.

               About Waterfront Office Building &
                      Summer Office Building

Stamford, Conn.-based Waterfront Office Building, LP, filed a
voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 12-52121)
in Bridgeport on Nov. 27, 2012, listing $50 million to $100
million in both assets and debts.  The Debtor owns a 206,186
square foot multi-tenant office building on 8.1 waterfront acres
with two on site restaurants and an adjacent 71-slip marina.

Summer Office Building, LP, also filed for Chapter 11 (Bankr. D.
Conn. Case No. 12-52122), listing $10 million to $50 million in
assets and $50 million to $100 million in debts.

Judge Alan H.W. Shiff oversees the Chapter 11 cases.  The
petitions were signed by Paul Kuehner, manager of managing member
of sole member of Debtor's GP.

Secured Creditor DG-Hyp is represented by John Carberry, Esq., at
Cumming & Lockwood LLC, in Stamford, Connecticut; and Deborah J.
Piazza, Esq., at Tarter Krinsky & Drogin LLP, in New York


WATERSIDE CAPITAL: SBA Files Receivership Petition
--------------------------------------------------
Waterside Capital Corporation, a Small Business Investment
Company, is a party, as previously disclosed, to a Loan Agreement
with the United States Small Business Administration.  Under the
terms of the Loan Agreement, the Company's then existing
debentures were repurchased effective September 1, 2010 by the SBA
and a new debt instrument was put into place.  The Company's debt
to the SBA matured March 31, 2013.

Also as previously disclosed, on May 24, 2012 the SBA delivered to
the Company a notice of an event of default for failure to meet
the principal repayment schedule under the Loan Agreement.  Under
the terms of the Notice and the Loan Agreement the SBA has
maintained a continuing right to terminate the Loan Agreement and
appoint a receiver to manage the Company's assets.

The Company has been informed that the SBA filed a complaint in
the United States District Court for the Eastern District of
Virginia seeking, among other things, receivership for the Company
and a judgment in the amount outstanding under the Loan Agreement
plus continuing interest.  The complaint alleged that as of
Oct. 31, 2013 there remained an outstanding balance of
$11,762,634.58 under the Loan Agreement, including interest, which
continues to accrue at the rate of $2,021.93 per day.  The SBA, in
filing the complaint, requested that the court take exclusive
jurisdiction of the Company and all of its assets wherever located
and appoint the SBA as permanent receiver of the Company for the
purpose of liquidating all of the Company's assets and satisfying
the claims of its creditors in the order of priority as determined
by the court.

The Company does not intend to contest this action and anticipates
that the court will appoint the SBA as a receiver of the Company
in the near future and, at such time, the officers and directors
of the Company will be dismissed.

It is uncertain whether receivership, after any repayment of the
amounts due under the Loan Agreement, will result in value for the
Company's shareholders.

               About Waterside Capital Corporation

Waterside Capital Corporation -- http://www.watersidecapital.com
-- is a Small Business Investment Company (SBIC) headquartered in
Virginia Beach, Virginia with a portfolio of approximately $11.8
million of loans and investments in 9 companies located primarily
in the Mid-Atlantic region.  Waterside Capital's individual
investments range from $500,000 to over $3 million.


WHEATLAND MARKETPLACE: Files for Chapter 11, Seeks to Use Rents
---------------------------------------------------------------
Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.

The Debtor will ask Judge Pamela S. Hollis at a hearing Dec. 10,
2013, at 10:00 a.m. for approval to use cash collateral through
Jan. 30, 2014.

The Debtor disclosed $11 million in total assets and $7.05 million
in liabilities in its schedules.  Secured creditor Wells Fargo
Commercial Mortgage is owed $7,000,000.

The Debtor proposes to use rents generated by the leasing of its
property, which proceeds constitute as cash collateral.  The
Debtors intend to pay the expenses of operating its facilities,
including salaries, administrative and leasing costs, utilities,
maintenance, purchase of inventory and insurance.

The Debtor says the interest of the secured creditor in the cash
collateral is adequately protected by the value of its assets, the
ongoing operation of the business, the maintenance of hazard and
liability insurance, and the Debtor's performance of its duties to
keep records and make reports.

The Debtor has tapped Thomas W Toolis, Esq., at Jahnke, Sullivan &
Toolis, LLC, in Frankfurt, Illinois, as counsel.


WHEATLAND MARKETPLACE: Files Schedules of Assets and Debts
----------------------------------------------------------
Wheatland Marketplace, LLC, filed together with its bankruptcy
petition its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,798,000
  B. Personal Property              $201,006
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,000,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $52,778
                                 -----------      -----------
        TOTAL                    $10,999,006       $7,052,778

The Debtor owns properties in 3124 3204 and 3224 South Rte 59, in
Naperville, Illinois.  Wells Fargo Commercial Mortgage is owed
$7,000,000 secured by a mortgage on the properties.

According to the statement of financial affairs, the Debtor's
properties generated income of $1.37 million in 2011, $1.12
million in 2012 and $1.04 million in 2013 (year to date).

A copy of the schedules and the SOFA is available at:

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

                    About Wheatland Marketplace

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.

The Debtor has tapped Thomas W Toolis, Esq., at Jahnke, Sullivan &
Toolis, LLC, in Frankfurt, Illinois, as counsel.

Coleen J. Lehman Trust and Lucy Koroluk each holds a 50%
membership interest in the Debtor.


WINDMILL DURANGO: U.S. Trustee Unable to Form Committee
-------------------------------------------------------
August B. Landis, acting United States Trustee, said that an
official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the bankruptcy case of Windmill Durango Office II,
LLC.

The United States 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.

                         About Windmill Durango

Windmill Durango Office II, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 13-16523) on July 25, 2013.  The petition
was signed by Jeff Susa, managing member of IDC Windmill Durango,
LLC, the general partner of Windmill Durango, LP, manager and sole
member.  The Debtor disclosed assets of $817,652 and liabilities
of $14,239,365.  Judge Laurel E. Davis presides over the case.
Flangas McMillan Law Group is the Debtor's special corporate and
litigation counsel.


* Disclosure Not Required on FDCPA Claim After Filing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual bankrupt has no obligation to disclose
a claim under the federal Fair Debt Collection Practices Act based
on a lender's action after the filing of the Chapter 7 petition,
U.S. District Judge Stephen N. Limbaugh Jr. ruled on Nov. 27.

According to the report, nine days after the debtor mailed a
notice of bankruptcy, the lender sent a collection letter
allegedly violating the FDCPA. The bankrupt sued a month after
receiving a discharge, without ever disclosing the existence of
the claim.

The lender sought dismissal of the suit on the basis of judicial
estoppel, contending that nondisclosure of the claim in bankruptcy
was fatally inconsistent with pursing the suit in district court.

Judge Limbaugh rejected that defense, saying there was no duty to
disclose because property arising after bankruptcy isn't part of a
Chapter 7 bankruptcy estate.

The case is Stanfill v. Hawthorn Recovery Services Inc., 13-787,
U.S. District Court, Eastern District of Missouri (St. Louis).


* Judicial Lien May Be Voided on Abandoned Residence
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankrupt individual in Chapter 7 retains the
ability to void a judicial lien on a residence even after the
trustee abandons the property, according to the U.S. Bankruptcy
Appellate Panel in Boston.

According to the report, a judgment creditor recorded a $105,000
judgment against an individual several years before she filed for
Chapter 7 bankruptcy. The bankrupt's home, worth $280,000, had a
$425,000 first mortgage.

The bankrupt was claiming a $21,625 exemption in the property.

The bankruptcy trustee abandoned the property because it had no
value for the estate. Later, the bankrupt sought to void the
judgment lien on the property.

The bankruptcy judge denied the request, saying there was no
jurisdiction after the property was abandoned and was no longer
property of the estate.

In an opinion on Oct. 22 for the three-judge appellate panel, U.S.
Bankruptcy Judge Louis H. Kornreich reversed the bankruptcy court.

Judge Kornreich said that Section 522(f) of the U.S. Bankruptcy
Code has three prerequisites for voiding a judicial lien that
impairs an exemption, and continuation as property of the estate
isn't one of them.

The case is In re Rosado v. Otiz (In re Rosado), 13-005, U.S.
Bankruptcy Appellate Panel for the First Circuit (Boston).


* Lack of Four Words Makes Massachusetts Mortgage Void
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the lack of four magic words left a Massachusetts
lender holding an invalid mortgage.

According to the report, when an individual bought real property,
the lender used a printed-form acknowledgment saying the borrower
appeared and signed the mortgage. The acknowledgment didn't
contain language saying the grant of the mortgage was the buyer's
"free act and deed" as required in Massachusetts law.

The Chapter 7 trustee sought to void the mortgage on the ground
that the acknowledgment was defective in Massachusetts. The
bankruptcy court disagreed and ruled that the mortgage was valid.

On appeal to the U.S. Bankruptcy Appellate Panel in Boston, the
trustee won, voiding the mortgage.

U.S. Bankruptcy Judge Edward A. Godoy interpreted a 1946 opinion
from the Supreme Judicial Court of Massachusetts, that state's
highest court, as requiring "strict adherence" to a statute
prescribing that an acknowledgment of a mortgage must contain some
language to the effect that "execution of the mortgage was a free
act and deed."

The lack of the magic words "free act and deed" rendered the
mortgage invalid, Judge Godoy said.

The case is Weiss v. Wells Fargo Bank  NA (In re Kelley), 13-012,
U.S. First Circuit Bankruptcy Appellate Panel (Boston).


* Tax Audit Isn't Conclusive About Whether IRA Is Exempt
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that successfully defending an individual retirement
account in an audit by the Internal Revenue Service doesn't mean
the IRA is automatically an exempt asset in an individual's
bankruptcy, the U.S. Court of Appeals in Boston ruled.

According to the report, the bankruptcy court decided that the
bankrupt made at least eight substantial transactions in his IRA
prohibited by Section 4975 of the IRS Code. Consequently, the
bankruptcy court wouldn't let the IRA be declared an exempt asset
under Section 522(b)(3) of the Bankruptcy Code. On appeal, a
district judge agreed.

U.S. Circuit Judge Joseph Kayatta Jr. in Boston reached the same
conclusion in an opinion filed Nov. 25.

The bankrupt argued that the IRA must be exempt because it passed
an audit by the IRS. Judge Kayatta rejected the argument that "an
audit closure may be deemed to be a favorable determination of
facts or issues of which the IRS was not made aware."

"To accept the bankrupt's argument that a closed audit blesses all
operations of a plan would be to reward concealment in audits and
presume that all audits are all-encompassing," the judge wrote.

The case is Daniels v. Agin, 12-2376, U.S. Court of Appeals for
the First Circuit (Boston).


* Commercial Bankruptcy Filings Continue Downward Spiral
--------------------------------------------------------
Law360 reported that commercial bankruptcy filings are down 28
percent over this time last year, and overall bankruptcy filings
have dropped 15 percent, putting the country on pace for the
lowest level of petitions since 2007, according to figures
released on Dec. 4.

According to Law360, the data, compiled by Epiq Systems Inc. and
released by the American Bankruptcy Institute, shows that there
were 3,055 commercial filings in November 2013, down from the
4,252 filings in November 2012. Overall filings were 74,021 last
month, down from the 87,090 filings this time last year.


* New Bankruptcy Laws Could Avert Some Rescues of Big Banks
-----------------------------------------------------------
Ryan Tracy, writing for The Wall Street Journal, reported that
Jeffrey Lacker, president of the Federal Reserve Bank of Richmond,
said the U.S. bankruptcy code should be changed to accommodate the
failure of a large financial firm, which he said was preferable to
the federal government rescue of a cratering bank.

According to the report, Mr. Lacker, in testimony at a House
Judiciary Committee hearing on Dec. 3, said improving the U.S.
bankruptcy code would strengthen the financial system by reducing
the chance of a government rescue and, in turn, imposing more
discipline on financial firms and their creditors.

"That's, I think, our best hope for getting out of the 'too big to
fail' box," Mr. Lacker said, referring to the oft-cited problem
that large financial institutions may be considered so important
to the economy the government must bail out troubled firms, the
report cited.

"The path toward a stable financial system requires that policy
makers have confidence in the unassisted failure of financial
firms under the U.S. bankruptcy code," Mr. Lacker said, the report
further cited.  He said it is "vitally important" to ensure U.S.
bankruptcy laws "are well crafted to apply to large financial
institutions."

Policy makers and others have criticized the current bankruptcy
code as ineffective for large financial companies because it takes
too long and is focused on protecting creditors, not financial
stability, the report said.  The 2010 Dodd-Frank law lets federal
banking regulators unwind a large failing financial firm and
borrow from the U.S. Treasury to pay creditors or guarantee
liabilities.


* Fed Approves New Goldman, J.P. Morgan Capital Plans
-----------------------------------------------------
Justin Baer, writing for The Wall Street Journal, reported that
Goldman Sachs Group Inc. and J.P. Morgan Chase & Co. won approval
from the Federal Reserve for capital plans they were required to
resubmit after the regulator found "weaknesses" in the procedures
they used during this year's so-called stress tests.

According to the report, the Fed requires banks to run the tests
each year to prove they have the ability to withstand a severe
economic downturn, and the results are used to determine whether
the firms can buy back stock or raise their dividend payments to
shareholders.

The Comprehensive Capital Analysis and Review, or CCAR, is
designed to ensure big financial institutions won't need to rely
on the government or other firms to prop them up with additional
capital during a financial crisis, the report said.  Numerous
firms required capital infusions after the 2008 bankruptcy of
Lehman Brothers Holdings Inc.

For the banks and their shareholders, the annual stress tests also
represent a way to return excess capital, the report noted.

"It's definitely still a work in progress," Jeff Harte, an analyst
with Sandler O'Neill + Partners, said of the annual stress tests
and some banks' struggles to sail through them, the report cited.


* Ill. Legislature Approves Retiree Benefit Cuts in Pension System
------------------------------------------------------------------
Rick Lyman, writing for The New York Times, reported that the
Illinois legislature on Dec. 3 ended a day of emotional debate and
fierce back-room arm-twisting by passing a deal to shore up the
state's debt-engulfed pension system by trimming retiree benefits
and increasing state contributions.

According to the report, with one of the nation's worst-financed
state employee pension systems -- some $100 billion in arrears --
Illinois has been the focus of intense attention across the
country as states and municipalities struggle to come to grips
with their own public pension problems. The compromise reached in
Illinois, a staunchly blue state with a strong labor movement that
had successfully resisted previous efforts to trim pensions, could
provide a template for agreements elsewhere.

The top leaders of both legislative houses, Democrats and
Republicans, had cobbled together the bill and pushed strenuously
for its passage, supported by the state Chamber of Commerce and
the Illinois Farm Bureau, the report said.  Union leaders and some
Democratic lawmakers opposed it, just as strenuously, arguing that
the bill fell too harshly on state workers who had paid into their
pension plans over the years with the understanding that the
benefits would be there when they retired. Some Republicans also
opposed the bill, saying it did not trim enough to solve the
state's pension troubles.

"Today, we have won," Gov. Pat Quinn, who made overhauling the
pension system a focus of his administration, said in a statement
after the vote, the report cited.  "This landmark legislation is a
bipartisan solution that squarely addresses the most difficult
fiscal issue Illinois has ever confronted." He was expected to
sign the legislation on Dec. 3.

We Are One Illinois, a coalition of labor unions that opposed the
bill, issued a very different assessment, the report related.
"This is no victory for Illinois," it said in a statement, "but a
dark day for its citizens and public servants."


* Insurers Say Global Pandemic Among Most Important Extreme Risks
-----------------------------------------------------------------
Global insurance industry executives ranked a global pandemic, a
large-scale natural catastrophe and a food/water/energy crisis as
the three most important extreme risks for the insurance industry
to worry about in the long term, according to a survey conducted
by global professional services company Towers Watson.

Other top 10 extreme risks named include cyber-warfare, an
economic depression, a banking crisis and a default by a major
sovereign borrower.  The consideration of these extreme risks can
be useful in helping insurers design more robust risk management
processes.

"Much as we would have expected pandemics and natural catastrophes
to figure prominently in insurers' extreme risk thinking, the high
rankings of concerns such as cyber-warfare and a major data
compromise in the cloud (user-submitted idea) illustrate how the
industry is keeping up to date with risk assessment," said
Stephen Lowe, senior consultant, Risk Consulting and Software,
Towers Watson.

Among the top 10 extreme risks identified by survey participants,
Towers Watson sees a range of implications for insurers.  For
example, the impact of a food/water/energy crisis includes a
potential impact on morbidity and mortality, and the creation of
investment winners and losers.

In the case of a sovereign default, Towers Watson believes that as
well as the impact on those insurers holding debt in the
defaulting country, it would in all likelihood result in a
regional insurance crisis and an increase in M&A activity due to
forced disposals from banking groups.

The impact of a prolonged economic depression can also be complex:
Although it can adversely impact the top line, based on the
experience of many European motor insurers, the pressure on
household finances would lead to a reduction in vehicle miles and,
in turn, to reductions in claim frequency and an increase in
profitability.

"We were delighted to get such a geographically diverse and high
response rate to the survey.  The kinds of risks that could wipe
out an insurance business do inevitably evolve over time, so we
were very encouraged to see this degree of engagement from a broad
sample of the industry," said Mr. Lowe.

The survey was carried out as an extension of the company's
regular biennial analysis of the extreme risks likely to affect
the broader investment community.  That research and ranking,(1)
titled Extreme Risks 2013, categorizes very rare events that would
have a high impact on global economic growth and asset returns if
they occurred.(2) Votes were compiled in a wiki survey, which
enabled participants to add their own ideas.  Over 30,000 votes
were cast.

                      About Towers Watson

Towers Watson (NYSE, NASDAQ: TW) -- http://www.towerswatson.com--
is a global professional services company that helps organizations
improve performance through effective people, risk and financial
management.  The company offers solutions in the areas of
benefits, talent management, rewards, and risk and capital
management.  Towers Watson has more than 14,000 associates around
the world.


* Ontario Government Passes New Debt Settlement Legislation
-----------------------------------------------------------
The Ontario government recently passed the STRONGER PROTECTION FOR
ONTARIO CONSUMERS ACT, 2013, new legislation aimed at cracking
down on unscrupulous debt settlement companies.  The new
legislation will affect companies that rely on unfair business
practices to target vulnerable Ontarians carrying unmanageable
debt.  Similar legislation to curb abusive and misleading debt
settlement practices is already in place in British Columbia,
Alberta, Manitoba and Nova Scotia.

Complaints about debt settlement companies have been growing over
the last few years.  These complaints include:

        --  Companies that charge most, if not, all of the fees to
consumers before actually starting negotiations with creditors or
obtaining an accepted settlement deal.
        --  Companies that deny refunds to consumers who have paid
for a service that wasn't delivered.
        --  Companies that delay negotiating with creditors,
leaving consumers in a worse financial position and many times,
being sued by their creditors.

If you have been considering contacting a debt settlement company
to reduce your debt, consider making a consumer proposal instead.
A consumer proposal (also known as a Proposal to Creditors) is a
type of debt settlement offered by federally licensed Trustees in
Bankruptcy.  A consumer proposal is an effective alternative to
unregulated debt settlement arrangements and will reduce the
amount you owe, so you only need to pay back a portion of your
debt.  A consumer proposal offers many additional benefits
compared to an informal debt settlement arrangement.  These
benefits include:

        --  Stopping harassing phone calls from collection
agencies and creditors
        --  Stopping creditors from taking any legal action such
as wage garnishments
        --  Freezing interest charges at the date you file
        --  Protecting your assets (car, home, RRSPs, RESPs)

If you are looking for a manageable way to take control of debt,
talk to a BDO Trustee about whether a consumer proposal is the
right solution for you.


* Volcker Rule on Bank Risk Approaches Its Final Edits
------------------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that federal regulators have reached a tentative agreement to
complete a rule aimed at Wall Street risk-taking, federal
officials said on Dec. 3, overcoming internal squabbling and an
onslaught of Wall Street lobbying that stymied them for years.

According to the report, five federal agencies plan to approve a
tougher-than-expected version of the so-called Volcker Rule next
week, eking out passage before the year is up and providing Wall
Street with some much-sought clarity. While the vote for the
complex rule will come more than a year after a Congressional
deadline passed, it still will meet the recommendation of Treasury
Secretary Jacob J. Lew, who urged the federal agencies to finish
writing the rule in 2013.

The Commodity Futures Trading Commission, one of the five
agencies, announced on Dec. 3 that it would vote on Dec. 10. Three
other agencies -- the Federal Reserve, the Federal Deposit
Insurance Corporation and the Office of the Comptroller of the
Currency -- also announced plans to approve the rule on Dec. 10.
The final agency involved in the rule, the Securities and Exchange
Commission, has said it will vote on or about that date.

The rule, which would ban banks from trading for their own gain
and limit their ability to invest in hedge funds, is not yet a
done deal, the report said.  Regulators continue to put the
finishing touches on the rule, a centerpiece of the Dodd-Frank
overhaul law that Congress adopted in 2010, and talks could still
break down. The S.E.C. is still expected to send in final edits
over the next day or so, an official briefed on the rule said.

But the announcements on Dec. 3 signal that regulators have all
but completed a final draft, a prospect that once seemed remote,
the report noted.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Zulqarnain Muhammad
   Bankr. C.D. Cal. Case No. 13-19633
      Chapter 11 Petition filed November 27, 2013

In re Joseph Talarico
   Bankr. D. Colo. Case No. 13-29783
      Chapter 11 Petition filed November 27, 2013

In re Joseph Jean
   Bankr. S.D. Fla. Case No. 13-38523
      Chapter 11 Petition filed November 27, 2013

In re JADA Associates, LLC d/b/a Kiddie Academy of Miami Lakes
   Bankr. S.D. Fla. Case No. 13-38548
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/flsb13-38548.pdf
         represented by: Jacqueline Calderin, Esq.
                         EHRENSTEIN CHARBONNEAU CALDERIN
                         E-mail: jc@ecclegal.com

In re Angeline Monreal
   Bankr. S.D. Fla. Case No. 13-38555
      Chapter 11 Petition filed November 27, 2013

In re Henry Hopson, Jr.
   Bankr. M.D. Ga. Case No. 13-53206
      Chapter 11 Petition filed November 27, 2013

In re Monica McGinley
   Bankr. D. Md. Case No. 13-30080
      Chapter 11 Petition filed November 27, 2013

In re T&S Properties, LLC
   Bankr. D. Md. Case No. 13-30085
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/mdb13-30085.pdf
         represented by: Steven H. Greenfeld, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: steveng@cohenbaldinger.com

In re Wright, LLC
   Bankr. D. Mass. Case No. 13-43033
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/mab13-43033.pdf
         represented by: James P. Ehrhard, Esq.
                         EHRHARD & ASSOCIATES, P.C.
                         E-mail: ehrhard@ehrhardlaw.com

In re Ronald Momany
   Bankr. E.D. Mich. Case No. 13-61552
      Chapter 11 Petition filed November 27, 2013

In re Metro Direct, Inc.
   Bankr. E.D. Mich. Case No. 13-61681
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/mieb13-61681.pdf
         represented by: Michael D. Lieberman, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: mike@lgcpllc.com

In re Gates Oil & Gas, Ltd.
   Bankr. W.D. Okla. Case No. 13-15259
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/okwb13-15259.pdf
         represented by: Beauchamp M. Patterson, Esq.
                         MCAFEE & TAFT
                         E-mail: beau.patterson@mcafeetaft.com

In re Oklahoma Energy Exchange, LLC
   Bankr. W.D. Okla. Case No. 13-15268
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/okwb13-15268.pdf
         represented by: Beauchamp M. Patterson, Esq.
                         MCAFEE & TAFT
                         E-mail: beau.patterson@mcafeetaft.com

In re Richard Burr
   Bankr. E.D. Pa. Case No. 13-20330
      Chapter 11 Petition filed November 27, 2013

In re Gerald Davenport
   Bankr. M.D. Tenn. Case No. 13-10291
      Chapter 11 Petition filed November 27, 2013

In re Harbor Heaven, LLC
        dba Agave Restaurant and Bar
            Agave Tapas Restaurant & Bar
   Bankr. N.D. Tex. Case No. 13-36099
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/txnb13-36099.pdf
         represented by: Robert Thomas DeMarco, Esq.
                         DEMARCO-MITCHELL, PLLC
                         E-mail: robert@demarcomitchell.com

In re William Edwards
   Bankr. N.D. Tex. Case No. 13-36126
      Chapter 11 Petition filed November 27, 2013

In re Lebys Corporation
   Bankr. S.D. Tex. Case No. 13-70631
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/txsb13-70631.pdf
         represented by: Antonio Villeda, Esq.
                         LAW OFFICE OF ANTONIO VILLEDA
                         E-mail: avilleda@mybusinesslawyer.com

In re BKG Holdings, LLC
   Bankr. E.D. Wash. Case No. 13-04704
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/waeb13-04704.pdf
         Filed Pro Se

In re Jeffrey Stewart
   Bankr. W.D. Wash. Case No. 13-47338
      Chapter 11 Petition filed November 27, 2013

In re Jeffery L. Steers
   Bankr. E.D. Wis. Case No. 13-35454
     Chapter 11 Petition filed November 27, 2013
         See http://bankrupt.com/misc/wieb13-35454.pdf
         represented by: Mark L. Metz, Esq.
                         LEVERSON & METZ, S.C.
                         E-mail: mlm@levmetz.com

In re L. Steers
   Bankr. E.D. Wis. Case No. 13-35454
      Chapter 11 Petition filed November 27, 2013

In re Rising Star Christian Academy, Inc.
   Bankr. E.D.N.C. Case No. 13-07410
     Chapter 11 Petition filed November 29, 2013
         See http://bankrupt.com/misc/nceb13-07410.pdf
         represented by: Travis Sasser, Esq.
                         SASSER LAW FIRM
                         E-mail: tsasser@carybankruptcy.com

In re Moore Family Medical, PLLC
   Bankr. M.D. Tenn. Case No. 13-10320
     Chapter 11 Petition filed November 29, 2013
         See http://bankrupt.com/misc/tnmb13-10320.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Larry Eilers
   Bankr. W.D. Tex. Case No. 13-70149
      Chapter 11 Petition filed November 29, 2013

In re Fuad Helo
   Bankr. W.D. Wash. Case No. 13-20420
      Chapter 11 Petition filed November 29, 2013

In re Jeffrey James
   Bankr. C.D. Cal. Case No. 13-19694
      Chapter 11 Petition filed December 1, 2013

In re Bronx Family Technology Corporation
        aka Modersto Sanchez, President
   Bankr. S.D.N.Y. Case No. 13-13905
     Chapter 11 Petition filed December 1, 2013
         See http://bankrupt.com/misc/nysb13-13905.pdf
         represented by: Nestor Rosado, Esq.
                         E-mail: neslaw2@msn.com

In re E-Z Credit Auto, Inc.
   Bankr. W.D. Ark. Case No. 13-73990
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/arwb13-73990.pdf
         represented by: Donald A. Brady, Jr., Esq.
                         BLAIR & BRADY
                         E-mail: email@johnmblair.com

In re C2K Group, LLC
   Bankr. C.D. Cal. Case No. 13-17493
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/cacb13-17493.pdf
         represented by: Blake Lindemann, Esq.
                         LINDEMANN LAW FIRM
                         E-mail: blindemann@llgbankruptcy.com

In re Glenroy Day
   Bankr. C.D. Cal. Case No. 13-17502
      Chapter 11 Petition filed December 2, 2013

In re Good Shepherd Ambulance, LLC
   Bankr. C.D. Cal. Case No. 13-38526
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/cacb13-38526.pdf
         represented by: Paul Horn, Esq.
                         LAW OFFICE OF PAUL HORN
                         E-mail: attorneypaul2000@yahoo.com

In re Grover Nix
   Bankr. C.D. Cal. Case No. 13-38562
      Chapter 11 Petition filed December 2, 2013

In re Cortney Wells Land & Investment Properties, LLC
   Bankr. E.D. Cal. Case No. 13-35293
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/caeb13-35293.pdf
         Filed Pro Se

In re Richard Ensminger
   Bankr. E.D. Cal. Case No. 13-35297
      Chapter 11 Petition filed December 2, 2013

In re Whalley Avenue Funding, LLC
   Bankr. D. Conn. Case No. 13-51867
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/ctb13-51867.pdf
         represented by: James G. Verrillo, Esq.
                         ZELDES, NEEDLE & COOPER, P.C.
                         E-mail: jverrillo@znclaw.com

In re TJF South Tampa, LLC
   Bankr. M.D. Fla. Case No. 13-15854
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/flmb13-15854.pdf
         represented by: W. Bart Meacham, Esq.
                         E-mail: wbartmeacham@yahoo.com

In re Golden Quest Investment Group, Inc.
   Bankr. S.D. Fla. Case No. 13-38800
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/flsb13-38800.pdf
         represented by: Christian S. Diaz, Esq.
                         ALIANZA LAW FIRM, PLLC
                         E-mail: nekeisha@alianzalaw.com

In re Cedar Ridge Cemetery, Inc.
   Bankr. M.D. Ga. Case No. 13-53243
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/gamb13-53243.pdf
         represented by: Wesley J. Boyer, Esq.
                         KATZ, FLATAU, POPSON AND BOYER, LLP
                         E-mail: wjboyer_2000@yahoo.com

In re Firstline Property Group, Inc.
   Bankr. N.D. Ga. Case No. 13-13021
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/ganb13-13021.pdf
         represented by: Robert A. Chambers, Esq.
                         THE LAW FIRM OF ROBERT A. CHAMBERS
                         E-mail: rachamberslaw@aol.com

In re Diplomat ONH Hotels, LLC
   Bankr. N.D. Ga. Case No. 13-76093
     Chapter 11 Petition filed December 2, 2013
         represented by: Joseph H. Turner, Esq.
                         JOSEPH H. TURNER, JR., P.C.

In re Mark Moskovitz
   Bankr. N.D. Ga. Case No. 13-76114
      Chapter 11 Petition filed December 2, 2013

In re McTeer Oil Company, Inc.
        dba McTeer Food & Fuel
            McTeer Shell
            McTeer BP
            Reeves Service Station
   Bankr. S.D. Ga. Case No. 13-60660
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/gasb13-60660.pdf
         represented by: Jon A. Levis, Esq.
                         MERRILL & STONE, LLC
                         E-mail: bkymail@merrillstonehamilton.com

In re Cynthia Stone
   Bankr. N.D. Ill. Case No. 13-46342
      Chapter 11 Petition filed December 2, 2013

In re Del-Pat Properties, LLC
   Bankr. D.N.J. Case No. 13-36362
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/njb13-36362.pdf
         represented by: Ron Reich, Esq.
                         THE SIMON LAW GROUP
                         E-mail: rreich@simonattorneys.com

In re Klaus Bodesinsky
   Bankr. D.N.J. Case No. 13-36364
      Chapter 11 Petition filed December 2, 2013

In re R & S Enterprises, Inc.
        dba Nates Pub
   Bankr. D.N.J. Case No. 13-36368
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/njb13-36368.pdf
         represented by: Peter E. Zimnis, Esq.
                         LAW OFFICE OF PETER E. ZIMNIS
                         E-mail: njbankruptcylaw@aol.com

In re 849 East 226th Street, Inc.
   Bankr. S.D.N.Y. Case No. 13-13907
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/nysb13-13907.pdf
         Filed Pro Se

In re Ryan Forman
   Bankr. E.D. Pa. Case No. 13-20479
      Chapter 11 Petition filed December 2, 2013

In re Heritage Oil and Gas, Inc.
   Bankr. E.D. Tex. Case No. 13-42886
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/txeb13-42886.pdf
         represented by: Robert L. Knebel, Esq.
                         FERNANDEZ, LLP
                         E-mail: rknebel@fernandezllp.com

In re Gentle Breeze Mobile Home RV Park
        dba Morningside Mobile Home RV Park
   Bankr. S.D. Tex. Case No. 13-70648
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/txsb13-70648.pdf
         represented by: Antonio Villeda, Esq.
                         LAW OFFICE OF ANTONIO VILLEDA
                         E-mail: avilleda@mybusinesslawyer.com

In re Sandra Johnson
   Bankr. S.D. Tex. Case No. 13-37445
      Chapter 11 Petition filed December 2, 2013

In re Antonio Rodriguez
   Bankr. S.D. Tex. Case No. 13-37515
      Chapter 11 Petition filed December 2, 2013

In re Tonys Bar and Grill, LLC
   Bankr. W.D. Wash. Case No. 13-20499
     Chapter 11 Petition filed December 2, 2013
         See http://bankrupt.com/misc/wawb13-20499.pdf
         represented by: James E. Dickmeyer, Esq.
                         JAMES E. DICKMEYER, P.C.
                         E-mail: jim@jdlaw.net

In re Jeffrey Hartmann
   Bankr. W.D. Wash. Case No. 13-47425
      Chapter 11 Petition filed December 2, 2013
In re Guy Bergquist
   Bankr. D. Ariz. Case No. 13-20741
      Chapter 11 Petition filed December 3, 2013

In re SBG, Inc.
   Bankr. C.D. Cal. Case No. 13-17530
     Chapter 11 Petition filed December 3, 2013
         See http://bankrupt.com/misc/cacb13-17530.pdf
         represented by: Leonardo Drubach, Esq.
                         LD LAW OFFICES
                         E-mail: zlaw578@yahoo.com

In re Steven Gentile
   Bankr. C.D. Cal. Case No. 13-19732
      Chapter 11 Petition filed December 3, 2013

In re Mina Montejano
   Bankr. C.D. Cal. Case No. 13-38630
      Chapter 11 Petition filed December 3, 2013

In re Jerica Munoz
   Bankr. C.D. Cal. Case No. 13-38631
      Chapter 11 Petition filed December 3, 2013

In re LA Hair Straighteners, Inc.
   Bankr. C.D. Cal. Case No. 13-38640
     Chapter 11 Petition filed December 3, 2013
         See http://bankrupt.com/misc/cacb13-38640.pdf
         represented by: Mark J. Leonardo, Esq.
                         LAW OFFICE OF MARK J. LEONARDO

In re B&D Properties, LLC
   Bankr. D. Conn. Case No. 13-51872
     Chapter 11 Petition filed December 3, 2013
         See http://bankrupt.com/misc/ctb13-51872.pdf
         represented by: Bruce L. Elstein, Esq.
                         GOLDMAN, GRUDER & WOODS, LLC
                         E-mail: belstein@goldmangruderwoods.com

In re Antonella Carlozzi
   Bankr. S.D. Fla. Case No. 13-38841
      Chapter 11 Petition filed December 3, 2013

In re Hutch Holdings, Inc.
   Bankr. S.D. Ga. Case No. 13-42241
     Chapter 11 Petition filed December 3, 2013
         See http://bankrupt.com/misc/gasb13-42241.pdf
         represented by: C. James McCallar, Jr., Esq.
                         MCCALLAR LAW FIRM
                         E-mail: mccallar@mccallarlawfirm.com

In re Boruch Russell
   Bankr. N.D. Ill. Case No. 13-46520
      Chapter 11 Petition filed December 3, 2013

In re Wallace Davis
   Bankr. N.D. Ill. Case No. 13-46560
      Chapter 11 Petition filed December 3, 2013

In re Nicolaos Spirakis
   Bankr. E.D.N.C. Case No. 13-07462
      Chapter 11 Petition filed December 3, 2013

In re Hopewell Second Street, LP
   Bankr. M.D. Pa. Case No. 13-06178
     Chapter 11 Petition filed December 3, 2013
         See http://bankrupt.com/misc/pamb13-06178.pdf
         represented by: Lawrence G. Frank, Esq.
                         THOMAS LONG NIESEN & KENNARD
                         E-mail: lawrencegfrank@gmail.com

In re MGC Consulting, Inc.
   Bankr. N.D. Tex. Case No. 13-36309
     Chapter 11 Petition filed December 3, 2013
         See http://bankrupt.com/misc/txnb13-36309.pdf
         represented by: Michael Wiss, Esq.
                         MICHAEL WISS & ASSOCIATES
                         E-mail: mjwiss@hotmail.com

In re Avid Oak Ridge Apartments, LLC
   Bankr. N.D. Tex. Case No. 13-36312
     Chapter 11 Petition filed December 3, 2013
         See http://bankrupt.com/misc/txnb13-36312.pdf
         represented by: Richard G. Grant, Esq.
                         RICHARD G. GRANT, P.C.
                         E-mail: rgrant@rgglaw.com

In re Yaupon Partners, LLC
   Bankr. W.D. Tex. Case No. 13-12194
     Chapter 11 Petition filed December 3, 2013
         See http://bankrupt.com/misc/txwb13-12194.pdf
         represented by: Jeffrey S. Kelly, Esq.
                         THE KELLY LEGALGROUP, PLLC
                         E-mail: jkelly@kellylegalgroup.com

In re Roger Shafer
   Bankr. S.D. W.Va. Case No. 13-20613
      Chapter 11 Petition filed December 3, 2013

In re Power Plant Service, Inc.
   Bankr. S.D. W.Va. Case No. 13-20615
     Chapter 11 Petition filed December 3, 2013
         See http://bankrupt.com/misc/wvsb13-20615.pdf
         represented by: Joseph W. Caldwell, Esq.
                         CALDWELL & RIFFEE
                         E-mail: joecaldwell@frontier.com



                            *********

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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