TCR_Public/131206.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 6, 2013, Vol. 17, No. 338

                            Headlines

1250 OCEANSIDE: May Foreclose on Katcher Property
1701 COMMERCE: No Objections to Plan Confirmation
AGRIPROCESSORS INC: Court Rejects Bid to Dismiss Suit v. Goldsmith
AM GENERAL: S&P Lowers CCR to 'CCC' on Deteriorating Liquidity
AMC ENTERTAINMENT: IPO Has No Current Impact on Fitch's Ratings

AMC ENTERTAINMENT: IPO No Impact on Moody's 'B2' CFR or Outlook
AMERICAN APPAREL: Hikes Lion/Hollywood Facility by $5 Million
AOXING PHARMACEUTICAL: NYSE Extends Listing Compliance Deadline
AP GAMING: Moody's Rates $155MM Sr. Secured Term Loan Notes 'B3'
ARC REALTY: McCarter & English Has Conflicts, UST Says

ARCH COAL: Downgraded by S&P to B on New Debt Issue
ARMORWORKS ENTERPRISES: Has Until Jan. 13 to Decide on Leases
ASARCO LLC: 5th Circuit Delivers Mixed Ruling on Fee Enhancements
ATP OIL: Has Until Feb. 28 to Assume or Reject Sale Leases
BATE LAND: Objection to Bate Land Company Claim Overruled

BERGENFIELD SENIOR: Parties Consent to Jan. 31 Plan Filing Date
BERKLEY CLUB: Case Summary & 2 Unsecured Creditors
BRODKEY BROTHERS: Court Allows President's Subrogation Claim
BUILDING #19: UST Balks at Murphy Hiring for All Debtors
BUILDING #19: UST Says Tron Group Shouldn't Duplicate Gordon Bros.

BUILDING #19: Creditors' Panel Hires Duane Morris as Counsel
CAMARILLO PLAZA: Court Confirms Third Amended Plan
CASH STORE: Enters Into Credit Agreement with Coliseum Capital
CASH STORE: Q4 Results Conference Call Set for Dec. 12
CENTRAL ENERGY: Issues 3,000,000 Common Units to CEGP

CHRIST HOSPITAL: Prime Healthcare's Suit Against Buyer Barred
CLEARWIRE COMMUNICATIONS: Moody's Rates $629MM Notes 'Ba1'
CONSOLIDATED CONTAINER: Moody's Rates $25MM Add-on Notes 'Caa1'
CUMULUS MEDIA: Moody's Rates First Lien Sr. Secured Notes 'B1'
CUMULUS MEDIA: S&P Revises Outlook to Positive & Affirms 'B' CCR

DEBORAH HEART: Fitch Affirms 'B' Rating on $17.6MM Revenue Bonds
DETROIT, MI: Ruled Eligible for Chapter 9 Municipal Bankruptcy
DETROIT, MI: Christie's Values Art at Up To $866 Million
DISPENSE ALL-PRODUCTS: Case Summary & 9 Top Unsecured Creditors
DOMINGO VILLAS: Order Denying Anti-SLAPP Motion Reversed

DRYSHIPS INC: Suspends Evercore Market Equity Offering
DUMA ENERGY: Has Agreement to Acquire Hydrocarb
EASTCOAL INC: B.C. Court Extends Proposal Deadline to Jan. 17
ECOTALITY INC: Lease Decision Period Extended to Dec. 11
EDISON MISSION: Files Plan With Creditors' Recoveries

EDWIN WATTS: Hilco Global Completes $40MM Acquisition of Assets
ELBIT VISION: Shareholders Re-elect Amos Uzani as Director
EMPRESAS OMAJEDE: Has Until Dec. 18 to File Plan and Disclosures
EQUIPOWER RESOURCES: Moody's Affirms B1 Rating on Upsized Debt
EVANGELICAL HOMES: Fitch Affirms 'BB+' Rating on $23MM Bonds

EWGS INTERMEDIARY: Hilco Joint Venture Wins Auction
EXCEL MARITIME: Hearing on Revised Plan Disclosures Today
EXCELLIUM INC: Intends to File Bankruptcy Proposal in Canada
FAIRFAX HOMES: Voluntary Chapter 11 Case Summary
FIRST STAR: Case Summary & 2 Largest Unsecured Creditors

FLETCHER INT'L: Gets $300,000 Damage Award in Suit v. ION
FLINTKOTE COMPANY: Calif. Court Dismisses Aviva's Suit
FRESH & EASY: Completes Sale, Name Becomes Old FENM
GATEHOUSE MEDIA: S&P Withdraws 'D' Corporate Credit Rating
GELT PROPERTIES: Okayed to Foreclose on Berwick Property

GENERAL MOTORS: Pulls Chevy From Europe to Focus on Opel, Vauxhall
GENOIL INC: Incurs C$369,767 Net Loss for 3 Qtrs. Ended Sept. 30
GETTY PETROLEUM: Sues Law Firm for $2.5 Million
GETTY PETROLEUM: Creditors Sue Former Owners for $6 Million
GLOBAL AVIATION: Proposes Selling to Lender Cerberus

GMX RESOURCES: Debt-Swap Plan Heading to Creditors for Voting
GORDIAN MEDICAL: Confirmation Hearing Continued to Jan. 15
GROEB FARMS: Non-Voting Creditors Got Plan by Nov. 20
GROEB FARMS: Panel Can Hire Dykema Gossett as Co-Counsel
GROEB FARMS: GlassRatner Approved as Panel's as Advisor

GROEB FARMS: Panel Can Hire Pachulski Stang as Counsel
HARDWICK CLOTHES: Files to Reorganize in Chattanooga
HOYT TRANSPORTATION: Bids for Busted Competitor
HUDBAY MINERALS: Moody's Rates $100MM Sr. Unsecured Notes 'B3'
HUDBAY MINERALS: S&P Affirms 'B-' CCR After Add-on Debt Financing

INTEGRATED HEALTHCARE: Amends Employment Pacts with Executives
INT'L FOREIGN EXCHANGE: Taps DiConza Traurig as Conflicts Counsel
ION GEOPHYSICAL: Seismic-Services Provider Downgraded to B3
ION GEOPHYSICAL: Moody's Lowers Corp. Family Rating to B3
ISAACSON STEEL: Files 2 Proposed Plan Confirmation Orders

JEFFERSON COUNTY, AL: Exits Bankruptcy Protection
KEMET CORP: Files Revised Slide Presentation with SEC
KRONOS WORLDWIDE: Moody's Rates Loan B1 & Alters Outlook to Neg.
LAS VEGAS SANDS: Moody's Rates New $3 Billion Secured Debt 'Ba2'
LAS VEGAS SANDS: S&P Raises CCR From 'BB+', Outlook Stable

LEHMAN BROTHERS: Estate Shopping Its Stake in D.E. Shaw Group
LEHMAN BROTHERS: FirstBank Held in Contempt for Suing Barclays
LIFE CARE ST. JOHNS: Files Bankruptcy-Exit Plan
LIGHTSQUARED INC: Signs Agreement to Settle Arent Fox's Claim
LIGHTSQUARED INC: Court Sets Dec. 11 Auction, Jan. 9 Plan Hearing

LIGHTSQUARED INC: Asks Judge Not to Toss Suit Against Dish, Ergen
LIGHTSQUARED INC: Harbinger Appeals Dismissal of Suit v. Dish
LOCAL SERVICE: Pretrial Conference Dec. 19 in Suit v. Colo. County
MACCO PROPERTIES: Living Investments Objects to Dismissal Motion
MCGRAW-HILL SCHOOL: Moody's Rates $200MM Secured Term Loan 'B2'

MENORAH CONGREGATION: Voluntary Chapter 11 Case Summary
METRO AFFILIATES: Hoyt Bids for Busted Competitor
METRO FUEL: NYSB Insists on Ch. 7; Debtor Says Bid Premature
MINERS OIL: Court Allows Copeland Fees Amid Ex-Officer's Protest
MONTANA ELECTRIC: Prudential Opposes Liquidating Plan

MORGAN INDUSTRIES: Court Converts Case to Chapter 7
MOUNTAIN PROVINCE: Obtains Permit on Gahcho Kue Land Use
MSI CORP: Can Access FCB Cash Collateral Until March 1
MTS GOLF: Court Confirms Reorganization Plan
NASSAU TOWER: Santander Bank Finds Plan "Unconfirmable"

NEWLEAD HOLDINGS: Acquires One Newbuilding Dry Bulk Vessel
NORTH ATLANTIC TRADING: S&P Rates $165MM Loan B- & Affirms B- CCR
NORTH TEXAS BANCSHARES: Park Cities Bank Has Loan OK to Pay Attys
OCZ TECHNOLOGY: Meeting to Form Creditors' Panel on Dec. 11
OPEN TEXT: Moody's Rates $800MM Sr. Secured Term Loan Notes 'Ba1'

ORMET CORP: Attracts Higher Offer to Sell Carbon Anodes
PANACHE BEVERAGE: Plans to Create Two New Liquor Brands
PARADISE HOSPITALITY: Dec. 19 Hearing on Plan Modification
PARADISE VALLEY: Court Approves Holmes & Turner as Accountant
PARAMOUNT RESOURCE: Moody's Rates C$100MM Unsecured Notes Caa1

PATIENT SAFETY: Presented at LD Micro Conference
PLASTIC TECHNOLOGIES: CCC Completes Acquisition of Assets
PRIME PROPERTIES: Asks Court to Dismiss Chapter 11 Petition
PRINCE PREFERRED: Voluntary Chapter 11 Case Summary
PRM FAMILY: Drops Plan and Targets $53.6 Million Sale

PRM FAMILY: Asks for 60-Day Plan Exclusivity Extension
QUIZNOS: Struggles as It Faces Store Closures, Franchisees Tension
RESIDENTIAL CAPITAL: Junior Lenders Settle for $125 Million More
RESIDENTIAL CAPITAL: Says Impac Objections Unfounded & Moot
RESIDENTIAL CAPITAL: Court Expunges 2 Claims Filed by Paul Papas

RESIDENTIAL CAPITAL: Has Deal on Lehman's RMBS-Related Claims
RESIDENTIAL CAPITAL: White & Case Supplements Rule 2019 Statement
RESIDENTIAL CAPITAL: Appeals Court Affirms Foreclosure Suit Ruling
REYNOLDS GROUP: Moody's Affirms 'B3' Corporate Family Rating
REYNOLDS GROUP: S&P Assigns 'CCC+' Rating to Proposed $590MM Notes

REYNOSO VINEYARDS: Must Have Confirmed Plan by Feb. 1
RICHMOND VALLEY: Fails to Make Nov. 23 Payment to TD Bank
RITE AID: Myrtle Potter Appointed to Board of Directors
ROCK AIRPORT: Court Wants West Penn Power Design Plan Implemented
ROUNDY'S SUPERMARKETS: S&P Lowers CCR to 'B-' & Removes from Watch

SCOOTER STORE: Reorganization Milestones Eliminated
SEARS HOLDINGS: Edward Lampert Held 48.4% Equity Stake at Dec. 2
SENSATA TECHNOLOGIES: S&P Revises Outlook & Affirms 'BB' CCR
SHELBOURNE NORTH: Jan. 27 Fixed as Claim Bar Date
SHERIDAN HEALTHCARE: S&P Lowers CCR to 'B' on Proposed Dividend

SHERIDAN HOLDINGS: Moody's Affirms Rates $70MM Term Loan 'B1'
SHERIDAN FUND I: S&P Assigns 'B+' Issuer Credit Ratings
SHERIDAN FUND II: S&P Assigns 'B+' Issuer Credit Ratings
SIERRA HAMILTON: Moody's Assigns B3 CFR & Rates Secured Notes B3
SIMPLY WHEELZ: Gets Final Loan Approval Pending Sale

SOUTH SAUNDERS: Case Summary & Largest Unsecured Creditor
SPECTRUM BRANDS: Moody's Rates New EUR200MM Term Loan 'Ba3'
SPENDSMART PAYMENTS: Joe Proto Becomes Chairman of the Board
STELLAR BIOTECHNOLOGIES: Conference Call Dec. 11 on Milestones
STOCKTON, CA: March 5 Plan Confirmation Hearing Set

SUGARLEAF TIMBER: Court Confirms Ch. 11 Plan; Hearing on Dec. 20
T-L BRYWOOD: Asks Court's OK to Use Cash Collateral Until Dec. 31
TLO LLC: Competing Bidder Asserts Breach of Bidding Procedures
TMT GROUP: Lender Identifies Fraudulent Transfer in Taiwan
TOMSTEN INC: Landlords Consent to Lease Decision Extension

TRIGEANT LTD: Filing Halts Appeal Over Texas Refinery Ownership
VELTI INC: Gets Final Approval for Blackstone Affiliate's Loan
W.R. GRACE: Dec. 12 Call Set to Review UNIPOL Acquisition
WALTER INVESTMENT: S&P Rates $500MM Sr. Unsecured Notes 'B+'
WATERSIDE CAPITAL: Won't Contest SBA Receivership

WAVE SYSTEMS: Inks Factoring Agreement with CapFlow Funding
WEN-KEV MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
WHEATLAND MARKETPLACE: Case Summary & 15 Top Unsecured Creditors
ZEEK REWARDS: Receivership Team Fees and Expenses Okayed
YRC WORLDWIDE: Plans to Sell 3 Million Common Shares

ZOGENIX INC: Inks Co-Marketing Agreement with Battelle

* Notice to Lawyer Imputed to Client in Another Matter

* Northstar Leading Bidder for Surgery Centers
* Business Bankruptcy Filings Down 16% in Third Quarter
* Moody's Sees No 'Broader Weakening' as Liquidity Stress Rises
* November Bankruptcy Filings Are Fewest Since 2007
* Florida Lawyer Accused of Embezzling Client Funds, Suspended

* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers


                            *********


1250 OCEANSIDE: May Foreclose on Katcher Property
-------------------------------------------------
1250 Oceanside Partners seeks to enforce a promissory note and
foreclose a mortgage made by Keith Katcher and Nickie Branco-
Katcher.  The other defendants claim interests in the mortgaged
property.  Oceanside now seeks summary judgment.  The Katchers
argue that the court lacks jurisdiction, that Oceanside is not
entitled to foreclose, and that if it is entitled to foreclose, it
is not entitled to a deficiency judgment.

Bankruptcy Judge Robert J. Faris in Hawaii said there is no
dispute as to any material fact.  In a Dec. 2, 2013 Proposed
Findings of Fact and Conclusions of Law on Motions to Dismiss and
for Summary Judgment available at http://is.gd/w4Ix6Afrom
Leagle.com, Judge Faris held that Oceanside is entitled to
foreclose on the property, but it is not entitled to a deficiency
judgment against the Katchers at this stage in the litigation.
Judge Faris recommends that the District Court enter judgment
accordingly.

Oceanside sold the Katchers a lot in a planned, but unfinished,
development called Hokuli'a, in May 2003.

The adversary proceeding began on July 25, 2013.  Oceanside seeks
summary judgment on two issues: first, that the Katchers are in
default and owe Oceanside according to the terms of the note; and
second, that Oceanside is entitled to foreclose on the lot.  The
Katchers filed a motion to dismiss.

Judge Faris said his decision is largely governed by the principle
of stare decisis and his decision in 1250 Oceanside v. Maryl Group
(In re 1250 Oceanside Partners), No. 13-90049, slip op. (Bankr. D.
Haw. Oct. 1, 2013).

The present case is, 1250 Oceanside Partners, Plaintiff, v. Keith
Michael Katcher and Nickie Marie Branco-Katcher, et al.,
Defendants, Adv. Proc. No. 13-90051 (Bankr. D. Hawaii).

                  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.


1701 COMMERCE: No Objections to Plan Confirmation
-------------------------------------------------
Michael D. Warner, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., counsel to 1701 Commerce, LLC, served notice that
as of the date of Nov. 23, 2013, no objections to confirmation of
the Plan have been filed.  The deadline for filing and serving
objections to confirmation was Nov. 22, 2013.

As reported in the TCR on Nov. 15, 2013, Bankruptcy Judge D.
Michael Lynn on Oct. 31, 2013, entered an order approving the
explanatory disclosure statement describing 1701 Commerce LLC's
Plan of Reorganization.

The Debtor is not required to solicit votes on the Plan since all
classes of creditors are unimpaired by the Plan.

The Debtor has sold its primary assets -- its hotel property --
and is holding $4 million in cash.  The Debtor initially signed a
deal to sell its Sheraton-branded hotel in Fort Worth to a
subsidiary of Dallas-based Prism Hotels & Resorts but Prism was
unable to complete the purchase.  In July, the Debtor completed
the sale of the property to an affiliate of Presidio Hotel Fort
Worth, L.P.

                          The Plan

The Plan proposes to pay the holders of all allowed claims, 100%
of the amount of their allowed claims, plus interest accrued since
the Petition Date.  General unsecured claims total $2.978 million.
Holders of general unsecured claims will be paid in full plus
postpetition interest calculated on the Federal Post-Judgment
Interest Rate.  Holders of equity interests in the Debtor will
retain their interests.  The effective date of the Plan is
expected to be on or before Dec. 30, 2013.

1701 Commerce filed on Nov. 25, 2013, a First Amended Plan of
Reorganization. A copy of the First Amended Plan is available at:

        http://bankrupt.com/misc/1301commerce.doc549.pdf

The Reorganized Debtors will continue to be managed by Vestin
Mortgage, LLC, which is managed by Michael Shustek.  After the
Effective Date, the Reorganized Debtor will continue to exist in
accordance with the applicable law in Nevada and pursuant to its
organizational documents in effect prior to the Effective Date.

                        About 1701 Commerce

1701 Commerce, LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential confusion
relating to an entity named Presidio Fort Worth Hotel LP, an
unrelated and unaffiliated partnership that was the former owner
of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.


AGRIPROCESSORS INC: Court Rejects Bid to Dismiss Suit v. Goldsmith
------------------------------------------------------------------
Judge Thad J. Collins entered an order denying the Defendants'
motion to dismiss the adversary complaint, JOSEPH E. SARACHEK, in
his capacity as CHAPTER 7 TRUSTEE OF AGRIPROCESSORS INC.,
Plaintiff v. RICARDO GOLDSMITH, p/k/a RICARDO GOLDSCHMIDT, and
FIME-PAK, LTD. Defendant, Adv. No. 10-09179 (Bankr. N.D. Iowa).

The Trustee brought the action against the Defendants seeking
recovery of preferential transfers or fraudulent conveyances
totaling $168,804.

Defendant Richardo Goldsmith, a citizen and resident of Israel, is
the sole owner and director of Fime-Pak Ltd.  Goldsmith worked on
behalf of St. George Inc., a company that provided ritual
slaughter services.

The Defendants moved for dismissal or, alternatively, summary
judgment.  They contended that dismissal is appropriate because
they are not subject to the personal jurisdiction of the Iowa
bankruptcy court.  In the alternative, the Defendants moved for
summary judgment.  The Defendants assert that, under the
undisputed factual record, the transfers were in the ordinary
course of business and therefore cannot be preferential transfers.

On review, Judge Collins finds that the Defendants are subject to
the personal jurisdiction of the Bankruptcy Court.  The Court
cites that "[Mr. Goldsmith] admits receiving payments from Debtor,
claims he had a longstanding relationship to Debtor, and claims to
have billed Debtor and been paid in a regular and ordinary course
of business."

Even if the Court lacks personal jurisdiction, the Defendant
waived that objection by materially participating in the
litigation process, Judge Collins said.

Moreover, the judge granted the Defendants' Motion for Summary
Judgment on all claims as to Defendant Fime-Pak; but denied the
Defendants' Motion for Summary Judgment on all claims as to
Defendant Goldsmith.

A copy of Judge Collins' Oct. 21, 2013 Order is available at
http://is.gd/S2XGKxfrom Leagle.com.

Mario Aieta, Esq. -- maieta@ssbb.com -- and Bob Gainer, Esq.
appeared on behalf of Defendants.  Nick Kilburg appeared on behalf
of Trustee, Joseph E. Saracheck.

                   About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors once produced
half the kosher beef and 40% of the kosher poultry in the U.S.  It
filed for bankruptcy following a raid by immigration authorities
in May 2008 on the plant in Postville, Iowa, where 389 workers
were arrested for having forged immigration documents.  The raid
led to numerous federal criminal charges, including a high-profile
case against Agriprocessors' President, Sholom Rubashkin.  The
Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate, Joseph Sarachek.  The Chapter 11 trustee
became the trustee in the Chapter 7 case to liquidate the Debtor's
remaining assets and provide distributions to creditors.


AM GENERAL: S&P Lowers CCR to 'CCC' on Deteriorating Liquidity
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on U.S. defense contractor AM General LLC to 'CCC' from 'B'
and assigned a developing outlook.  At the same time, S&P lowered
the issue-level rating on the $350 million secured credit facility
-- which includes a $330 million term loan and a
$20 million revolver -- to 'CCC+' from 'BB-', with a recovery
rating of '2'.  This indicates expectations of substantial
recovery (70%-90%) in a payment default scenario.

"The downgrade reflects a deterioration in AM General's liquidity
profile in recent months, resulting in a reduced cushion against
adverse conditions," said Standard & Poor's credit analyst Chris
Mooney.  "Cash balances are significantly lower than previously
expected because of weak demand combined with an unanticipated
capital investment in its commercial business in the third quarter
of 2013.  We believe a lack of revenue visibility, combined with
the company's high borrowing costs and meaningful near-term debt
maturities, make financial commitments vulnerable to nonpayment in
the event that adverse business conditions continue."

Standard & Poor's could lower the rating on AM General if the
potential for default increases, which could be caused by a
continued lack of international orders over the next year that
lead to covenant violations that AM General is unable to resolve,
or from increasing investment in working capital to support sales
growth that result in lower cash balances.

S&P could raise the rating if the company's liquidity profile
improves, including increased covenant headroom and effective
management of cash while securing international awards.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the downgrade by Standard & Poor's to CCC matches the
action taken in June by Moody's Investors Service.

Controlled by affiliates of MacAndrews & Forbes Holdings Inc., the
South Bend, Indiana-based company generated $1.5 billion of
revenue for the year ended in March, Moody's said.


AMC ENTERTAINMENT: IPO Has No Current Impact on Fitch's Ratings
---------------------------------------------------------------
AMC Entertainment Holdings, Inc.'s initial public offering of
common stock has no current impact on AMC's ratings, according to
Fitch Ratings.

According to the amended registration filing, AMCH intends to
offer approximately 18.4 million shares at $18 - $20 per share for
expected net proceeds of $323 million (assuming share price
midpoint of $19). The underwriters have an option to purchase an
additional 2.6 million shares. The company indicated in its filing
that its principal reason for raising the capital is primarily to
reduce debt, including potentially its 8.75% senior unsecured
notes, due 2019. Any remaining net proceeds not used to reduce
debt would be used for general corporate purposes, including
capital expenditures. However, AMCH has not made a definitive
determination as to how to allocate its net proceeds among these
and other possible general corporate purposes. AMC's 8.75% senior
notes due 2019 are callable in June 2014 at 104.375%.

The use of proceeds from the IPO towards debt reduction is
positive to the credit. However, Fitch previously expected an
additional $400 million in invested capital from Dalian Wanda
Group (Wanda) over the next 3 - 5 years; Fitch no longer expects
this capital to be deployed. The positive implication for the
credit from the potential of reduced debt balances following the
IPO are offset by the change in expected capital from Wanda and
the pressure on free cash flow (FCF) from AMCH's planned dividend
(discussed below).

AMCH intends to institute a quarterly dividend of $19 million ($76
million for the full year), with the first dividend payment
expected in the first quarter of 2014. The dividend will more than
offset any potential interest savings from debt reduction
discussed above, pressuring FCF. Fitch has modeled capital
expenditure spending of $260 million - $290 million in 2013 and
approximately $245 million 2014 and 2015. As a result, Fitch
expects FCF will be near breakeven over the next few years. LTM
FCF at Sept. 30, 2013 was $73 million.

AMCH is currently nearly 100% owned by Wand), who purchased AMCH
in 2012 (management/executives hold a small ownership percentage).
Post-IPO, Wanda will hold 91% to 92% and 78% to 80% of voting and
economic interest, respectively, with the range depending on the
underwriters exercising their option.

Key Rating Drivers

-- AMC's ratings reflect Fitch's belief that movie exhibition will
continue to be a key promotion window for the movie studios'
biggest/most profitable releases.

-- The ratings continue to reflect AMC's scale as the second
largest domestic movie exhibitor, with 343 theaters and 4,950
screens. Fitch believes this large-scale provides for geographic
diversity and benefits when negotiating with vendors and movie
studios.

-- For the long term, Fitch continues to expect that the movie
exhibitor industry will be challenged in growing attendance and
any potential attendance declines will offset some of the growth
in average ticket prices. The ratings factor in the intermediate-
to long-term risks associated with increased competition from at-
home entertainment media, limited control over revenue trends,
pressure on film distribution windows, and increasing indirect
competition from other distribution channels (such as VOD and
other OTT services). AMC and its peers rely on the quality,
quantity, and timing of movie product, all factors out of
management's control.

-- Industry fundamentals have benefitted from a strong film slate
that produced mid-single-digit growth in 2012 and roughly flat
performance to date in 2013. The 2013 film slate has been solid
and the remainder of 2013 includes 'The Hobbit: The Desolation of
Smaug' and 'Anchorman: The Legend Continues.' The 2014 film slate
includes movies from highly successful franchises such as The
Hunger Games, The Hobbit, X-Men, Spider-Man, Transformers, 300,
and Fast & Furious. Fitch recognizes the hit-driven nature of the
industry that could influence attendance growth year-over-year.

Leverage and Liquidity:

Fitch calculates Sept. 30, 2013 LTM EBITDA margins of 15.2%
(excludes National Cinemedia distribution), an improvement from
13.6% at Sept. 27, 2012. Recognizing the hit cyclical nature of
the industry, and the volatility this can cause to revenues and
EBITDA, Fitch expects AMC to hold EBITDA margins at or above 12%
to maintain the 'B' rating.

EBITDA growth and debt reduction have reduced gross unadjusted
leverage to 4.7x (EBITDA includes NCM distribution and debt is
based on face value). Fitch's base case incorporates AMC managing
leverage under 5.0x.

AMC's liquidity is supported by $128 million of cash on hand, $150
million of availability on its revolving credit facility, and the
expected net proceeds from the IPO ($323 million to $370 million).

The company has a manageable maturity schedule, which consists of:

-- Revolver due in 2018;
-- $600 million in senior unsecured notes due in 2019;
-- $771 million term loan and $600 million in subordinated
   notes due 2020.

Recovery Ratings:

AMC's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation. Fitch estimates an
adjusted, distressed enterprise valuation of $1.4 billion using a
5x multiple and including an estimate for AMC's 15% stake in
National CineMedia LLC (NCM) of approximately $150 million.

The 'RR1' Recovery Rating for the company's secured bank
facilities reflects Fitch's belief that 91% -- 100% expected
recovery is reasonable. While Fitch does not assign Recovery
Ratings for the company's operating lease obligations, it is
assumed the company rejects only 30% of its remaining $2.3 billion
(calculated at a net present value) in operating lease commitments
due to their significance to the operations in a going-concern
scenario and is liable for 15% of those rejected values. The 'RR4'
Recovery Ratings for AMC's senior unsecured notes (equal in
ranking to the rejected operating leases) reflect an expectation
of average recovery (31% - 50%).

In Fitch's recovery rating analysis, Fitch assumes a nominal
concession payment is made to the subordinate debt holders in
order to secure their support of a reorganization plan. The
'CCC+/RR6' rating for AMC's senior subordinated notes reflects
Fitch's expectation for nominal recovery.

Rating Sensitivities:

Positive Trigger: Positive momentum in the rating could be
triggered if AMC demonstrated sustained interest coverage above
3.0x and leverage below 4.5x. In strong-performing box office
years, metrics may be higher in order to provide a cushion for
weaker box office years.

Negative Trigger: Secular events that lead Fitch to believe there
would be a significant long-term downward trend in the industry
would put negative pressure on the rating. In the shorter term,
interest coverage below 2.0x could lead to a negative rating
action.

Fitch currently rates AMC as follows:

AMC
-- IDR 'B';
-- Senior secured credit facilities 'BB/RR1';
-- Senior unsecured notes 'B/RR4';
-- Senior subordinated notes 'CCC+/RR6'.

The Rating Outlook is Stable.


AMC ENTERTAINMENT: IPO No Impact on Moody's 'B2' CFR or Outlook
---------------------------------------------------------------
Moody's said that the commencement of an initial public offering
announced by AMC Entertainment Holdings, Inc., the parent of AMC
Entertainment, Inc. (AMC Entertainment, B2 Stable), does not
impact AMC Entertainment's B2 corporate family rating or stable
outlook. Moody's believes debt reduction is a likely use of
proceeds, which would lower AMC Entertainment's leverage, a credit
positive. However, Moody's also expects the company to begin
paying a dividend, which could exceed the interest reduction from
the repayment of debt and therefore have a modest negative impact
on free cash flow. Moody's nevertheless expects the company to
continue to generate positive free cash flow, possibly through a
moderation of capital expenditures.

Headquartered in Leawood, Kansas, AMC Entertainment operates 343
theatres with 4,950 screens primarily in major metropolitan
markets in the United States. Its revenue for the twelve months
ended September 30 was approximately $2.7 billion.


AMERICAN APPAREL: Hikes Lion/Hollywood Facility by $5 Million
-------------------------------------------------------------
American Apparel, Inc., entered into an amendment to its loan
agreement with Lion/Hollywood L.L.C. to increase the loan amount
under the agreement by $5 million and to make certain other
technical amendments.

Pursuant to the loan agreement, as amended, Lion/Hollywood has
made term loans to the Company in an initial aggregate principal
amount equal to $9.5 million.  The term loans under the loan
agreement mature on Oct. 4, 2018, and bear interest at a rate of
18 percent per annum, subject to increase to a rate of 20 percent
per annum if the Company's net leverage ratio for the year ended
Dec. 31, 2013, is greater than 4.50 to 1.00 (the same leverage
ratio as set forth in the indenture governing the Company's senior
secured notes with respect to a special interest trigger event
under the indenture).  Interest under the loan agreement is
payable in cash or, to the extent permitted by the Company's other
debt agreements, in-kind.  The Company's obligations under the
loan agreement are guaranteed by the Company?s domestic
subsidiaries.

The loan agreement contains customary representations and
warranties and events of default and a covenant to comply with
certain covenants contained in the indenture governing the
Company's senior secured notes.  The Company is permitted to
prepay the loans under the loan agreement, on at least two
business days' prior notice, subject to a prepayment penalty.  The
loans under the loan agreement are currently unsecured, but at
such time, if any, that the terms of the Company's other debt
agreements permit the obligations under the loan agreement to be
secured, the Company is obligated to cause such obligations to be
secured on a junior priority basis to the obligations under the
indenture governing the Company's senior secured notes and the
Company's credit facility with Capital One Leverage Finance Corp.

The Company or its Chief Executive Officer, Dov Charney, also is a
party to certain voting, investment and letter agreements with
Lion/Hollywood or its affiliates, and Lion/Hollywood also holds
warrants to purchase an aggregate of 21,606,025 shares of the
Company's common stock.

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.

                           *     *     *

American Apparel carries a Caa1 Corporate Family Rating from
Moody's Investors Service and a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


AOXING PHARMACEUTICAL: NYSE Extends Listing Compliance Deadline
---------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc. disclosed that on October 30,
2013 it had received notice from NYSE MKT LLC that, based upon the
financial statements contained in Aoxing Pharma's Annual Report on
Form 10-K for the year ended June 30, 2013, Aoxing Pharma (a) is
not in compliance with Section 1003(a)(iii) of the NYSE MKT
Company Guide since it reported stockholders' equity of less than
$6,000,000 at June 30, 2013 and has incurred losses from
continuing operations and/or net losses in its five most recent
fiscal years then ended, and (b) is not in compliance with Section
1003(a)(iv) of the Company Guide since it has sustained losses
that are so substantial in relation to its overall operations or
its existing financial resources, or its financial condition has
become so impaired that it appears questionable, in the opinion of
the NYSE MKT, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.

The Company was afforded the opportunity to submit plans of
compliance to the Exchange.  On November 8, 2013 the Company
presented its plan of compliance with Section 1003(a)(iv).  On
December 3, 2013 the Exchange notified the Company that it
accepted the Company's plan of compliance with Section 1003(a)(iv)
and granted the Company an extension until March 1, 2014 to regain
compliance with Section 1003(a)(iv).  The Company will be subject
to periodic review by the Exchange Staff during the extension
period.  Failure to make progress consistent with the plan or to
regain compliance with Section 1003(a)(iv) by the end of the
extension period could result in the Company being delisted from
the NYSE MKT LLC.

On November 25, 2013 the Company presented its plan of compliance
with Section 1003(a)(iii).  However, on December 3, 2013 the
Exchange notified the Company that its review of the Company's
Form 10-Q for the quarter ended September 30, 2013 indicated that
Aoxing Pharma is also not in compliance with Section 1003(a)(ii)
of the Company Guide since it reported stockholders' equity of
less than $4,000,000 at September 30, 2013 and has incurred losses
from continuing operations and/or net losses in three of its four
most recent fiscal years ended June 30, 2013.  The notice advised
that Aoxing Pharma is not required to submit an additional plan of
compliance, but will be permitted to supplement the plan of
compliance submitted on November 25, 2013 to address how it
intends to regain compliance with Section 1003(a)(ii) by April 27,
2015.  If the plan, as supplemented, is not accepted, Aoxing
Pharma will be subject to delisting proceedings.

Management of Aoxing Pharma intends to supplement the plan of
compliance submitted on November 25, 2013 on the stated schedule.

                About Aoxing Pharmaceutical Company

Aoxing Pharmaceutical Company, Inc. --
http://www.aoxingpharma.com/-- is a US incorporated specialty
pharmaceutical company with its operations in China, specializing
in research, development, manufacturing and distribution of a
variety of narcotics and pain-management products.  Headquartered
in Shijiazhuang City, outside Beijing, Aoxing Pharma has the
largest and most advanced manufacturing facility in China for
highly regulated narcotic medicines.  Its facility is one of the
few GMP facilities licensed for the manufacture of narcotic
medicines by the China State Food and Drug Administration (SFDA).
Aoxing Pharma has a joint venture collaboration with Johnson
Matthey Plc to produce and market narcotics and neurological drugs
in China.


AP GAMING: Moody's Rates $155MM Sr. Secured Term Loan Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to AP Gaming I,
LLC's proposed $155 million senior secured term loan due 2020 and
proposed $25 million senior secured revolver due 2018. A B3
Corporate Family Rating, B3-PD Probability Default Rating, and
stable rating outlook were also assigned.

Proceeds from the proposed $180 million credit facility along with
$100 million of cash equity from an affiliate of Apollo Global
Management ("Apollo") and a $2.2 million pay-in-kind ("PIK")
seller note, will be used by Apollo to acquire American Gaming
Systems. American Gaming Systems ("AGS") designs and manufactures
Class II and Class III casino gaming equipment and systems for
Native American and commercial gaming facilities.

AGS entered into an agreement to be acquired by Apollo on
September 16, 2013. AP Gaming I, LLC, the acquisition vehicle used
by Apollo to acquire AGS, will be the legal borrower. The PIK
seller note (not rated) will be issued by AP Gaming Inc., the
direct parent of AP Gaming I, LLC, and will not be guaranteed by
AP Gaming I, LLC. The acquisition is scheduled to close by the end
of this year.

New Ratings Assigned:

  Corporate Family Rating, at B3

  Probability of Default Rating, at B3-PD

  $155 million senior secured term loan due 2020, at B3 (LGD 3,
  49%)

  $25 million senior secured revolver due 2018, at B3 (LGD 3, 49%)

  Stable rating outlook

Rating Rationale:

The B3 Corporate Family Rating considers AP Gaming I, LLC's
("APG") very small size in terms of revenue and EBITDA as well as
the company's significant customer concentration. For the 12-month
period ended September 30, 2013, revenue and EBITDA totaled only
about $62 million and $32 million. One customer, a Native American
Gaming tribe, currently accounts for about one-third of the
company's total revenue. APG's top 10 customers account for about
70% of total revenue. Also considered is the company's heavy
reliance on only a few key managers for game design and
relationship management along with the fact that the company's
contracts with its Native American customers do not contain
sovereign immunity waivers.

Key concerns also include Moody's expectation that APG will not
generate free cash flow in the near-term as it will continue to
invest in initiatives designed to grow earnings, expand the
company's geographic footprint into Illinois and other
jurisdictions, and reduce its reliance on only a relatively few
customers. Also incorporated into the rating is Moody's view that
Apollo, a private equity sponsor, will maintain an aggressive
financial policy.

Positive rating considerations include better-than-average credit
ratios for the rating category -- pro forma debt/EBITDA is near
4.0 times -- high EBITDA margins at over 50%, and a demonstrated
ability to compete effectively against larger, better capitalized
peers.

The B3 assigned to the proposed credit facilities, the same as
APG's Corporate Family Rating, considers that the credit
facilities will account for almost all of the company's pro forma
debt capital structure.

The stable rating outlook considers APG's strong contract
retention rate, the recurring revenue nature of the company's
multi-year contracts with customers, and good liquidity profile.
APG will have full availability under its revolver at closing and
no material long-term debt maturities until the term loan matures
seven years after the acquisition closes.

The stable rating outlook also incorporates Moody's view that APG
may be able to benefit from Apollo's presence in the gaming
sector. Apollo, through other affiliates, owns a substantial
ownership position in Caesars Entertainment Corporation, one of
the largest gaming operators in the US with casino assets located
throughout the country.

A higher rating could result if APG expands and diversifies its
customer base and demonstrates that growth initiatives
areaccretive to earnings such that Moody's expects a higher level
of operating and financial stability over the longer-term. Ratings
could be lowered if APG's earnings or liquidity profile materially
deteriorate for any reason.

AP Gaming I, LLC is the legal borrowing entity funding the debt
portion of Apollo's acquisition of American Gaming Systems.
American Gaming Systems is a designer and manufacturer of gaming
systems, with annualized revenue of $62 million over the latest
twelve month period ended September 30, 2013. American Gaming
Systems entered into an agreement to be acquired by an affiliate
of Apollo Global Management on September 16, 2013.


ARC REALTY: McCarter & English Has Conflicts, UST Says
------------------------------------------------------
The United States Trustee commented on Arc Realty Ventures, LLC's
application to employ McCarter & English, LLP, as counsel, on
grounds that the firm appears to have an interest adverse to the
estate.

The U.S. Trustee noted that the certification of Eduardo J. Glas,
Esq., a partner at the firm, indicates that Ram Ajjarapuu, a
member of North East Realty, LLC, ("NER") paid McCarter & English
$30,000 as an advance payment retainer.  The certification, which
was filed together with the Debtor's application, states that NER
is the Debtor's primary secured lender and that NER has assigned
the mortgage to Third Eye Capital Corporation.  In addition, the
certification reveals that Mr. Ajjarapu owns an interest in NER,
and that his wife owns an interest in Durham, the sole member of
the Debtor.

On Nov. 22, 2013, NER filed a motion to dismiss the Debtor's case
or, in the alternative, for relief from the automatic stay.
According to the U.S. Trustee, the motion alleges that Murty
Azzarapu is the brother of Mr. Ram Ajjarapu, and that Durham was
formed one week prior to the Petition Date.

The U.S. Trustee also contends that McCarter & English appears to
have an interest adverse to the estate in that their fees are
being paid by Mr. Ram Ajjarapu, who has an interest in NER.

According to the U.S. Trustee, McCarter & English might be placed
in a situation where it has a conflict of interest because it
received its retainer and possible future fees from Mr. Ram
Ajjarapu.

The U.S. Trustee avers that at a minimum, further disclosure is
needed to understand the relationship between Mr. Ram Ajjarapu,
Durham, and Murty Azzarapu.  There should also be further
disclosure about any future payments of the firm's legal fees.

A hearing on the U.S. Trustee's objection is slated for Dec. 17,
2013, at 2:00 p.m.

                       Debtor's Application

As reported in the Nov. 12, 2013 edition of the TCR, the Debtor
filed an application to employ McCarter & English as counsel, nunc
pro tunc to the Petition Date.  The firm will charge the Debtor at
these rates:

   Partners           $370 to $825 per hr.
   Associates         $220 to $450 per hr.
   Law Clerks         $145 to $190 per hr.
   Paralegals          $90 to $225 per hr.

Professionals who are expected to take primary roles in
representing the Debtors are:

                                                      Hourly Rate
                                                      -----------
   Eduardo J. Glas, Esq. -- eglas@mccarter.com              $500
   Scott H. Bernstein, Esq. -- sbernstein@mccarter.com      $395
   Stacy Lipstein, paralegal                                $200

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

                     About Arc Realty Ventures

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

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


ARCH COAL: Downgraded by S&P to B on New Debt Issue
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arch Coal Inc. is adding $300 million to an existing
secured term loan, raising the facility to $1.95 billion and
prompting Standard & Poor's to downgrade the corporate rating by
one level to B.

The new debt will be used to finance a tender offer for $600
million in senior notes due in 2016.

The new S&P rating is one level higher than the downgrade issued
in October by Moody's Investors Service.

Although the coal market remains "very weak," S&P said that Arch's
"strong liquidity" will enable the coal producer "to endure the
current downturn."

S&P lowered the B- senior unsecured rating by one level to CCC+.

The $1 billion in 7 percent senior unsecured notes due in 2019
traded on Dec. 4 for 78.5 cents on the dollar, to yield 12.511
percent, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

Arch closed unchanged on Dec. 4 at $4.29 in New York Stock
Exchange trading. In the past three years, the closing high was
$36.04 on March 31, 2011. The closing low was $3.60 on June 27.

St. Louis-based Arch is the second-largest U.S. coal producer.


ARMORWORKS ENTERPRISES: Has Until Jan. 13 to Decide on Leases
-------------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona extended Armorworks Enterprises, LLC, and
TechFiber LLC's time to assume or reject unexpired leases of non-
residential real property through and including the earlier of:

   i) the date of entry of an order confirming a plan of
      reorganization in the case; and

  ii) Jan. 13, 2014.

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.


ASARCO LLC: 5th Circuit Delivers Mixed Ruling on Fee Enhancements
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a law firm ended up with a diminished victory even
though the U.S. Court of Appeals in New Orleans upheld an enhanced
fee award for "exceptional results" representing asbestos
claimants in the reorganization of Asarco LLC.

According to the report, for "extraordinary results," the
bankruptcy judge awarded Stutzman Bromberg Esserman & Plifka PC a
10 percent enhancement on part of its fee. The enhancement worked
out to about $450,000.

What the New Orleans-based appeals court gave with one hand, it
took way with the other by disallowing some $525,000 in fees the
Dallas-based firm expended in defending the enhancement.

In several respects, U.S. Circuit Judge Andrew S. Hanen made
important law about fees in his Nov. 26 opinion for the three-
judge panel.

He reiterated prior rulings by saying that fee enhancements are
awarded only in "rare and exceptional circumstances." The firm's
extraordinary work "directly caused" the outstanding outcome for
clients and thus entitled the firm to an enhancement.

Judge Hanen next ruled that a court isn't required to "justify how
they arrived at a particular enhancement." He said that "fee
calculation is not an exact science."

The New Orleans court joined a majority of other appeals courts by
allowing fees for preparation and defense of fee requests.

On the other hand, Judge Hanen said, expenses in seeking and
defending a fee enhancement aren't compensable because they aren't
necessary or beneficial for the bankrupt estate.

The case is Asarco v. Stutzman Bromberg Esserman & Plifka PC, 11-
00291, U.S. Court of Appeals for the Fifth Circuit (New Orleans).

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ATP OIL: Has Until Feb. 28 to Assume or Reject Sale Leases
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved an agreement and stipulation further extending ATP Oil &
Gas Corporation's time to assume or reject certain of its
remaining unexpired leases.

The stipulation entered among the Debtors, Bureau of Ocean Energy
Management, and United States Department of Interior, provides
that, among other things, the Debtor has until:

   1. Feb. 28, 2014, to assume or reject the 363 sale leases; and

   2. Dec. 31, 2013, to assume or reject the other remaining
      leases.

                           About ATP Oil

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

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

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

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

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


BATE LAND: Objection to Bate Land Company Claim Overruled
---------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse overruled the objection
lodged by Bate Land & Timber, LLC, to the proof of claim filed by
Bate Land Company, LP, and granted Bate Land Company's request to
set aside a special warranty deed.

On April 14, 2006, debtor Bate Land & Timber and Bate Land Company
entered into an agreement for the sale of real property to the
Debtor consisting of approximately 79 tracts of land located
throughout Beaufort, Brunswick, Craven, Duplin, Jones, Onslow,
Pamlico, Pender, and Pitt counties, North Carolina, and totaling
almost 17,000 acres.  The purchase price was $65,000,000; the
debtor was to pay $9,000,000 in cash at closing, with the
remaining balance financed by Bate Land Company and secured by
purchase money deeds of trust.

On Sept. 8, 2006, the debtor executed a purchase money promissory
note in the amount of $56,000,000 in favor of Bate Land Company,
secured by purchase money deeds of trust encumbering all the land
sold by the Purchase Contract.  Each purchase money deed of trust
was recorded in the appropriate North Carolina county and
identified what specific tracts were pledged as security in that
particular county.  Each deed of trust also referenced the
purchase money promissory note in the principal amount of
$56,000,000, "of even date."

Over the next several years after closing on the Purchase
Contract, the debtor paid down a substantial amount of the debt it
owed to Bate Land Company through, inter alia, land sales of
certain parcels pledged as collateral for the loan.  Bate Land
Company released those parcels from the affected deeds of trust
upon payment by the debtor of the release prices.

By July 25, 2013, the remaining balance on the note, including
accrued interest, was approximately $12,936,254.65, which was
secured by land located in seven North Carolina counties.

On July, 26, 2013, at approximately 2:32 p.m., the debtor recorded
a special warranty deed in Pamlico County, North Carolina, that
conveyed to Bate Land Company two tracts of land securing the
purchase money note, commonly known as the Broad Creek and Bay
River/Smith Creek tracts.  Less than two hours later, the debtor
filed a petition for relief under chapter 11 of the Bankruptcy
Code.

In anticipation of Bate Land Company filing a proof of claim, the
debtor preemptively filed an objection to Bate Land Company's
claim on Sept. 10, 2013.  On Sept. 27, Bate Land Company filed a
proof of claim in the amount of $12,924,417.87.

The basis of the debtor's objection to Bate Land Company's claim
is the debtor's assertion that the transfer of the Broad Creek and
Bay River tracts fully satisfied the claim of Bate Land Company.

Bate Land Company, on the other hand, disputes first the
effectiveness of the transfer and alternatively, should the
transfer be determined to be effective, the value attributed to
the transfer; i.e., Bate Land Company contends the value of the
land transferred is significantly less than $12,924,417.87, the
amount of its proof of claim.

On Sept. 27, 2013, Bate Land Company filed a motion to set aside
the special warranty deed on the grounds that it neither solicited
nor accepted the transferred tracts of land.  The debtor contends
that N.C. Gen. Stat. Sec. 45-21.38 precludes Bate Land Company
from refusing acceptance of the tracts of land.  The debtor also
asserts the values set out on Exhibit E of the Purchase Contract
must be ascribed to the tracts of land transferred prepetition.

According to Judge Humrickhouse, in the absence of the theory
advanced by the debtor that N.C. Gen. Stat. Sec. 45-21.38 allows
it to unilaterally return land sold to it by Bate Land Company,
acceptance of a deed is determined by the principles of delivery
and acceptance.  Here, Bate Land Company has been adamant that it
did not solicit and does not accept the Broad Creek and Bay River
tracts conveyed to it by way of the special warranty deed.
Therefore, the special warranty deed fails for want of acceptance.
The objection to claim is denied, and the motion to set aside the
special warranty deed is granted.

A copy of the Court's Dec. 4, 2013 Order is available at
http://is.gd/JO5izkfrom Leagle.com.

Meanwhile, Bate Land Company has objected to confirmation of the
debtor's Plan of Reorganization.  The Plan proposes to pay nothing
to BLC because, the debtor contends, BLC's debt was fully
satisfied prior to the filing of the Chapter 11 petition.

                     About Bate Land & Timber

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

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

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

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


BERGENFIELD SENIOR: Parties Consent to Jan. 31 Plan Filing Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
a consent order extending until Jan. 31, 2014, Bergenfield Senior
Housing LLC's exclusive period to file a Chapter 11 Plan.

Parties-in-interest consenting to the extension include, Boiling
Springs Savings Bank, SM Global Group, LLC, well as the office of
the U.S. Trustee.  The parties agreed that no party-in-interest
may file a plan in the case, unless the Debtor has not filed a
plan that has been accepted by each class of claims or interests
that is impaired under the plan.

The Debtor filed a plan on Aug. 30, 2013.  The Debtor has not yet
solicited votes on the Plan, as the parties have engaged in
discussions to resolve outstanding issues in the case so as to
agree to terms of a consensual plan.

                             The Plan

As reported in the Troubled Company Reporter on Nov. 5, 2013,
according to the First Amended Disclosure Statement filed Oct. 18,
2013, the purpose of the Plan is to liquidate, collect and
maximize the cash value of the assets of the Debtor and make
distributions on account of allowed claims against the Debtor's
estate.  The Plan is premised on the satisfaction of Claims
through distribution of the proceeds raised from the sale and
liquidation of the Debtor's assets, claims and causes of action.

The proposed timeline contemplates that the last day to vote to
accept or reject the Plan will be Dec. 3, at 5:00 p.m.  Then there
will be a Dec. 10, 2013 confirmation hearing.

                 About Bergenfield Senior Housing

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.
Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor
as counsel.

In its schedules, the Debtor disclosed $14,061,100 in assets and
$19,957,026 in liabilities as of the Petition Date.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.  The Debtor operates and wholly owns a
90-unit residential apartment building located at 47 Legion Drive,
Bergenfield, New Jersey.

The Debtor's primary secured creditor is Boiling Springs Savings
Bank.  The Debtor is indebted to Boiling Springs on account of two
promissory notes, both of which are secured by mortgages on the
Property.  Boiling Springs' first-position mortgage secures
indebtedness in the total amount of $12.02 million and the second-
position mortgage secures indebtedness of $575,000.

According to the Debtor's First Amended Disclosure Statement for
Plan of Liquidation filed Oct. 18, 2013, the purpose of the Plan
is to liquidate, collect and maximize the cash value of the assets
of the Debtor and make distributions on account of allowed claims
against the Debtor's estate.  The Plan is premised on the
satisfaction of Claims through distribution of the proceeds raised
from the sale and liquidation of the Debtor's assets, claims and
causes of action.


BERKLEY CLUB: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Berkley Club, LLC
        PO Box 3629
        Kill Devil Hills, NC 27948

Case No.: 13-07526

Chapter 11 Petition Date: December 4, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: 252 633-1930
                  Fax: 252 633-1950
                  Email: efile@ofc-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George E. Goodrich, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb13-7526.pdf


BRODKEY BROTHERS: Court Allows President's Subrogation Claim
------------------------------------------------------------
In an Oct. 15, 2013 Order in the bankruptcy case of Brodkey
Brothers, Inc., et al., Judge Thomas L. Saladino (1) allowed the
subrogation claim of Sherman Brodkey, (2) granted Mr. Brodkey's
motion for payment, and (3) approved a claims settlement among Mr.
Brodkey, the Debtors and the Unsecured Creditors Committee.

Creditors Tache USA, Inc. and Jay Gems, Inc., d/b/a Simply
Diamonds, filed objections to the motions before the Bankruptcy
Court entered its ruling.

Brodkey Brothers, et al., filed for Chapter 11 bankruptcy on
Feb. 4, 2013 (Bankr. D. Neb., Case No. 13-80203).  Sherman Brodkey
is the Debtors' president.

Mr. Brodkey filed his $345,455 claim for "subrogation rights"
secured by the Debtors' assets for the amounts he paid pursuant to
a guaranty he executed in favor of Salus Capital Partners, LP,
when the Debtors obtained a loan from Salus in May 2012.  He also
sought a distribution of a portion of certain sale proceeds for
his claim.

"There does not appear to be any dispute that the claim of Mr.
Brodkey was executed and filed in accordance with the bankruptcy
rules. Therefore, the claim constitutes prima facie evidence of
the validity and amount of the claim," Judge Saladino held.  "It
is clear that while Mr. Brodkey's subrogation claim was subject to
a limited waiver and was, therefore, contingent on the date of
bankruptcy filing, it was a claim nonetheless," the judge added.

On review, the judge also found that it would not be inequitable
for Mr. Brodkey's subrogation claim to have priority over the
Objecting Creditors.

The Court-approved settlement, provides for (1) a $361,450 payment
by the Debtors to Mr. Brodkey in full satisfaction of Claim No.
11, (2) Mr. Brodkey will waive any further claim against that
Debtors' estates, including General Unsecured Claim No. 68, and
(3) mutual releases among the parties.

The Court finds the settlement fair, reasonable and adequate.

A copy of Judge Saladino's Oct. 15 Order is available at
http://is.gd/hoaGp0from Leagle.com.

Robert Ginn, Esq. -- rvgbknotice@huschblackwell.com -- and
Jennifer Cooke, Esq. of HUSCH BLACKWELL LLP, appeared for the
Debtors; T. Randall Wright, Esq. -- rwright@bairdholm.com -- and
Emily McElravy, Esq. -- emcelravy@bairdholm.com -- of BAIRD HOLM
LLP, appeared for Sherman Brodkey; Michael Mullen appeared for
Tache USA, Inc. and Jay Gems, Inc., d/b/a Simply Diamonds; and
Patrick Orr, Esq. and Michael Whaley, Esq., appeared for the
Unsecured Creditors Committee.


BUILDING #19: UST Balks at Murphy Hiring for All Debtors
--------------------------------------------------------
The United States Trustee objects to the request filed by Building
#19, Inc. and five affiliated debtors to hire Murphy & King,
Professional Corporation, as their general bankruptcy counsel,
because there is insufficient information regarding intercompany
liabilities that may give rise to disqualifying adverse interests.

The U.S. Trustee notes that according to court filings, Building
#19 owes approximately 92% of total debt to insiders, including
landlords and the affiliated debtors.  Building #19 acknowledges
that it owes $9,400,000 to insider-controlled entities under pre-
petition credit facilities, which are collateralized by first
priority liens on substantially all of its assets.  The affiliated
debtors are not obligors on the insider facilities.

The U.S. Trustee avers that it is apparent from the financial
information that the Debtors have provided to date that they have
significant intercompany liabilities.

The U.S. Trustee avers that without additional information about
the Debtors' assets, liabilities, operations, intercompany
workings, prepetition transactions and relationships with non-
debtor affiliates, insider owners and insider lenders, it is
difficult to understand the scope of their intercompany
liabilities and the extent to which they have creditors in common.

According to the U.S. Trustee, without this information, the Court
cannot assess (a) whether M&K has fully disclosed relevant
connections under Fed. R. Bankr. P. 2014 and (b) whether
intercompany liabilities give rise to material adverse interests
that would disqualify M&K from simultaneously representing all of
the debtors.

The bankruptcy judge has scheduled a hearing for Dec. 12, 2013, at
10:30 a.m.

                       Debtor's Application

As reported in the Nov. 27, 2013 edition of the TCR, Building #19,
Inc. et al., seek Court permission to employ Murphy & King as
their bankruptcy counsel.

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

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

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

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

The firm's hourly rates are:

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

                        About Building #19

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
13-16429) on Nov. 1, 2013.

Building #19 operates 10 retail stores and estimated $10 million
to $50 million in assets in its bankruptcy petition.  Its
affiliates operate specialized departments within the stores.

The Debtors have tapped Donald Ethan Jeffery, Esq., and Harold B.
Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, to serve as bankruptcy counsel.  The
Debtors also tapped The Tron Group, LLC, as financial advisor.

The Debtors have filed a motion to conduct going out of business
sales and enter into an agreement with Gordon Brothers Retail
Partners, LLC, to provide consulting services with respect to the
liquidation of the assets.


BUILDING #19: UST Says Tron Group Shouldn't Duplicate Gordon Bros.
------------------------------------------------------------------
The United States Trustee objects to the application filed by
Building #19, Inc. and five affiliated debtors to employ The Tron
Group, LLC as their financial advisors, because there is
insufficient information regarding intercompany liabilities that
may give rise to disqualifying adverse interests.

If the Court were to approve the application, the United States
Trustee requests that any employment order (a) refine the
indemnification provision in Tron's Oct. 30, 2013 engagement
letter and (b) direct Tron not to duplicate services performed by
Gordon Brothers.

According to the U.S. Trustee, it is apparent from the financial
information that the Debtors have provided to date that they have
significant intercompany liabilities.  Unless the Debtors provide
additional information, the Court cannot assess (a) whether Tron
has fully disclosed relevant connections under Fed. R. Bankr. P.
2014 and b) whether intercompany liabilities give rise to material
adverse interests that would disqualify Tron from simultaneously
representing all of the Debtors.

The U.S. Trustee also notes that the Debtors have moved to retain
Gordon Brothers as an estate professional under 11 U.S.C. 327(a)
to assist them in conducting the GOB sales.  In the application,
it appears that Tron's services might overlap those of Gordon
Brothers.

Moreover, the U.S. Trustee argues that if the Court were to
approve the application, an employment order should refine the
indemnification provision in the Engagement Letter to exclude
claims arising from gross negligence, bad faith and disputes
pertaining to the services that Tron has agreed to provide under
the Engagement Letter.

The bankruptcy judge has scheduled a hearing for Dec. 12, 2013, at
10:30 a.m.

                         Tron Application

As reported in the Nov. 12, 2013 issue of the TCR, Building #19,
Inc., et al., are seeking authority to employ The Tron Group, LLC,
as financial advisers, to, among other things, oversee store
closing sales and assist in the day-to-day management of the
Debtors' cash and disbursements.

Robert Wexler, the president of Tron, will be paid $350 per hour
for his services to the Debtors.  Managing directors and
accounting managers will be paid $250 per hour and $180 per hour,
respectively.  The firm will also be reimbursed for any necessary
out-of-pocket expenses.

                        About Building #19

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 13-
16429) on Nov. 1, 2013.

Building #19 operates 10 retail stores and estimated $10 million
to $50 million in assets in its bankruptcy petition.  Its
affiliates operate specialized departments within the stores.

The Debtors have tapped Donald Ethan Jeffery, Esq., and Harold B.
Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, to serve as bankruptcy counsel.  The
Debtors also tapped The Tron Group, LLC, as financial advisor.

The Debtors have filed a motion to conduct going out of business
sales and enter into an agreement with Gordon Brothers Retail
Partners, LLC, to provide consulting services with respect to the
liquidation of the assets.


BUILDING #19: Creditors' Panel Hires Duane Morris as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Building #19,
Inc. and its debtor-affiliates seeks permission from the U.S.
Bankruptcy Court for the District of Massachusetts to retain Duane
Morris LLP as counsel, nunc pro tunc to Nov. 14, 2013.

The Committee requires Duane Morris to:

   (a) advise the Committee with respect to its rights, duties and
       powers in this Chapter 11 case;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of this chapter
       11 case;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors and of the operation of the Debtors' businesses;

   (e) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors' insiders and affiliates;

   (f) assist the Committee in its negotiations with the Debtors
       or any third party concerning matters related to, among
       other things, the assumption or rejection of certain leases
       of non-residential real property and executory contracts,
       asset dispositions, financing of other transactions and the
       terms of one or more plans of reorganization or liquidation
       for the Debtors and accompanying disclosure statements and
       related plan documents;

   (g) assist and advise the Committee as to its communications to
       the general creditor body regarding significant matters in
       this chapter 11 case;

   (h) represent the Committee at all hearings and other
       proceedings before this Court;

   (1) review and analyze motions, applications, orders,
       statements, operating reports and schedules filed with this
       Court and advise the Committee as to their propriety,
       and, to the extent deemed appropriate by the Committee,
       support, join or object thereto, as applicable;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interests and objectives;

   (k) assist the Committee in its review and analysis of all of
       the Debtors' various agreements;

   (1) prepare, on behalf of the Committee, any pleadings,
       including without limitation, statements, motions,
       applications, memoranda, adversary complaints, objections
       or comments in connection with any matter related to the
       Debtors or these Chapter 11 cases; and

   (m) perform such other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code, the Bankruptcy Rules or other
       applicable law.

Duane Morris will be paid at these hourly rates:

       Jeffrey D. Sternklar, Partner     $730
       Michael R. Gottfried, Partner     $700
       Stephen M. Johnson, Associate     $395
       Partners                        $390-$1,045
       Special Counsel and Counsel     $390-$935
       Associates                      $255-$585
       Paralegals                      $125-$390

Duane Morris will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Jeffrey D. Sternklar, partner of Duane Morris, 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.

Duane Morris can be reached at:

       Jeffrey D. Sternklar, Esq.
       DUANE MORRIS LLP
       100 High Street, Suite 2400
       Boston, MA 02110-1724
       Tel: (857) 488-4216
       Fax: (857) 401-3034
       E-mail: JDSternklar@duanemorris.com

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


CAMARILLO PLAZA: Court Confirms Third Amended Plan
--------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has confirmed Camarillo Plaza, LLC's Third Amended Plan of
Reorganization.

Upon receipt of proceeds of the sale of Debtor's property,
Debtor's counsel, Janet A. Lawson, Esq., will place $500,000 in a
separate attorney trust fund account as a reserve to pay for the
disputed claims of Brendan's Irish Pub & Restaurant and Ramiro
Martinez against Debtor's estate and promptly cure all defaults of
Debtor (if any), under the leases the Debtor has assumed and
assigned to the buyer of Debtor's property.

As reported in the TCR on Aug. 27, 2013, the Debtor filed with the
Bankruptcy Court a Third Amended Chapter Plan of Reorganization
that will be funded through the all-cash sale of the Debtor's
74,072 square foot shopping center commonly known as Camarillo
Plaza and the underlying real property, located at 1701-1877 East
Daily Drive, in Camarillo, California to be conducted via a
competitive bidding process.

The Debtor has filed a motion to approve the sale of the Property,
which will be heard at the same time as the confirmation hearing
for the Plan.  Following consummation of the sale, there will be
net cash proceeds sufficient to satisfy all allowed claims.

The Debtor and the Wells Fargo Bank, N.A., as Trustee for the
Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Pass-Through Certificates, Series
2006-C3 (the "Noteholder"), have entered into the Stipulation
Regarding Proof of Claim 3-1 regarding the Noteholder's claim.

Under the Stipulation, the Noteholder's allowed claim as of July
15, 2013, is $15,159,517.42, but is subject to adjustment as of
the Effective Date as more specifically set forth therein.  The
Debtor has filed a motion to approve the Claim Stipulation, which
will be heard at the same time as the confirmation hearing for
this Plan.  This class is impaired and entitled to vote.

General unsecured creditors holding undisputed claims under Class
3(a) each will be paid 100% of its claim without interest on the
Effective Date.

A copy of the Third Amended Plan is available at:

        http://bankrupt.com/misc/camarilloplaza.doc174.pdf

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Cal. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.

Alan M. Feld, Esq., at Sheppard, Mullin, Richter & Hampton LLP
represents Wells Fargo Bank, N.A.


CASH STORE: Enters Into Credit Agreement with Coliseum Capital
--------------------------------------------------------------
The Cash Store Financial Services Inc. on Dec. 5 disclosed that it
has entered into a credit agreement with Coliseum Capital
Management, LLC, 8028702 Canada Inc. and 424187 Alberta Ltd.
pursuant to which the Lenders have agreed to provide $12.0 million
of loans in the aggregate.  The loans will be guaranteed by the
Company's subsidiaries.  The Credit Agreement provides that a
total of up to $32.5 million may be advanced, but the Lenders, at
this time, have made no commitment to provide additional loans.
The $32.5 million facility falls within the first lien carve-out
provisions of the Company's January 2012 Indenture governing the
Company's 11.5% senior secured notes due 2017.

The Credit Agreement is instrumental to the Company's long-term
strategic plans, and the first advance of $12.0 million will fund
operations and growth in key business areas.

The loans made under the Credit Agreement will mature on November
29, 2016 and bear interest at a rate of 12.5% per annum, paid
monthly.

The Credit Agreement incorporates the covenants contained in the
Indenture governing the Company's 11.5% senior secured notes due
2017.  The Credit Agreement also contains additional covenants
relating to minimum Adjusted EBITDA and Cash/Accounts Receivable
thresholds to be met on a quarterly basis as well as prepayment
premiums in each of the first two years of the Credit Agreement in
respect of repaying the loans prior to maturity.  The loans are
secured by a first priority lien on all assets under the Company's
existing Collateral Trust and Intercreditor Agreement.

The Company's board of directors, after considering, among other
things, a recommendation from the independent audit committee of
the board of directors, determined that the funding under the
Credit Agreement provides more flexibility than the other funding
alternatives considered by the Company.  The board approved the
Credit Agreement, with Gordon Reykdal abstaining.

Alberta Ltd., which has committed to loan $2.0 million to the
Company, is controlled by the Company's CEO and a director,
Gordon Reykdal.  Coliseum, which has committed to loan $5.0
million to the Company, holds 17.8% of the common shares of the
Company.

Cash Store Financial relied on the exemption from the minority
approval requirement provided for in Multilateral Instrument
61-101 based on the fact that the transaction involves the
creation of a credit facility that has been obtained by the
Company on reasonable commercial terms that are no less
advantageous to the Company than those that could have been
obtained from a person dealing at arm's length with the Company.

                    About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

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

                          *     *     *

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

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

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


CASH STORE: Q4 Results Conference Call Set for Dec. 12
------------------------------------------------------
The Cash Store Financial Services Inc. on Dec. 5 released the
details for its management conference call and webcast with
shareholders, analysts and institutional investors to discuss its
fourth quarter results for the three and twelve months ended
September 30, 2013.  The call will be held on Thursday,
December 12, 2013 at 11:00 a.m. EST (9:00 a.m. MST).  The results
will be released after market closes on Wednesday, December 11,
2013.

The conference call may be accessed by dialing toll-free 1-888-
231-8191 and providing the conference ID #16023132.  It will also
be broadcast live via the Internet at http://cnw.ca/Yxz5e

A replay of the conference call will be available until
December 19, 2013 by dialing toll-free 1-855-859-2056 and
providing the conference ID #16023132.

                    About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

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

                          *     *     *

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

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

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


CENTRAL ENERGY: Issues 3,000,000 Common Units to CEGP
-----------------------------------------------------
In July 2013, Central Energy Partners LP and its affiliates and
subsidiaries, including Central Energy GP LLC (the "General
Partner") and Regional Enterprises, Inc., had exhausted all
available cash and had a number of pending obligations coming due.
On July 19, 2013, JLD Services, Ltd., made a non-binding
preliminary indication of interest in acquiring a controlling
interest in the General Partner.  In connection with that
preliminary indication of interest, JLD made a payment of
$100,000, secured by a second lien on the assets of Regional, to
the General Partner as consideration for the General Partner
agreeing not to solicit, entertain or accept any proposal by a
third party to purchase an interest in the General Partner or the
Company for a period of 45 days.  The Stand-Still Payment was used
to fund working capital to pay certain of the outstanding
obligations at that time.  The General Partner was obligated to
repay the Stand-Still Payment within 30 days of the termination of
the Letter of Intent or the Stand-Still Period in the event the
parties did not enter into a definitive agreement to acquire an
interest in the General Partner by the end of the Stand-Still
Period.

As reported in the Company's Form 8-K filed Aug. 23, 2013, on
Aug. 19, 2013, the General Partner and JLD executed a non-binding
Letter of Intent for JLD or its assignee to (1) acquire a 55
percent interest in the General Partner through the purchase of
newly issued membership interests of the General Partner, (2)
acquire 3,000,000 common units representing limited partner
interests of the Company, and (3) purchase a performance warrant
that provides the Buyer with the opportunity, but not the
obligation, to acquire an additional 3,000,000 Common Units in the
event the Company successfully completes one or more asset
acquisition transactions, approved by the Board of the General
Partner, with an aggregate gross purchase price of at least $20
million within 12 months after closing (items (1) through (3)
above, all for an aggregate purchase price of $2,750,000.  In
connection with the execution of the LOI, the Buyer made a payment
of $300,000 to the Registrant as consideration for the extension
of the Stand-Still Period set forth in the Letter of Interest for
an additional 60 days from Aug. 19, 2013, or Oct. 23, 2013.  These
funds were treated as an increase of the Stand-Still Payment.  The
additional $300,000 was used as working capital for the Company
and Regional.  The LOI expired according to its terms, but the
General Partner and CEGP Acquisition, LLC, the assignee of the
Buyer, continued to negotiate definitive documents to finalize the
terms set forth in the LOI, subject to approval by Members of the
General Partner.

On Nov. 4, 2013, the Board of Directors of the General Partner
voted to call a meeting of all the Members to vote on the
proposals.  On Nov. 20, 2013, a Special Meeting of the Members of
the General Partner was held to approve:

   (1) The issuance of the additional membership interests in the
       General Partner to grant the Buyer a 55 percent interest in
       the General Partner;

   (2) Waiving the pre-emptive rights provided to each Member of
       the General Partner to participate in the issuance of
       additional membership interests;

   (3) The adoption of the Third Company Agreement; and

   (4) Amending and restating the Registration Rights Agreement by
       and among the Company, Cushing and the Members of the
       General Partner holding Common Units.

Each of the proposals was unanimously approved by all Members of
the General Partner.  On Nov. 24, 2013, the Board voted to approve
the Proposed Transactions upon the terms set forth in a Purchase
and Sale Agreement and other transaction documents as set forth in
such Purchase and Sale Agreement.  On Nov. 26, 2013, the Company,
the General Partner and CEGP executed a definitive Purchase and
Sale Agreement and certain other transaction documents, and the
Proposed Transactions were consummated.

On Nov. 26, 2013, in connection with the Proposed Transactions,
the Company issued 3,000,000 Common Units to CEGP in consideration
for the payment of $280,484, or $0.093478 per Common Unit which is
the average closing bid price for a Common Unit as reported by the
"Pink Sheets" published by Pink OTC Markets, Inc., for the 30-day
period ended Nov. 22, 2013.  These Common Units were sold to CEGP
pursuant to the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended.  There were no
underwriting discounts or commissions paid in connection with the
transaction.

Election of Directors

On Nov. 26, 2013, the Members of the General Partner, having the
authority to appoint members to its Board of Directors pursuant to
the terms of the Third Company Agreement, voted by written consent
to appoint these persons to the Board of the General Partner:

   * Thomas Graves III
   * John L. Denman, Jr.
   * David M. Laney
   * Alexander C. Chae
   * Alan D. Bell
   * Imad K. Anbouba
   * Carter R. Montgomery
   * Daniel L. Spears
   * Michael T. Wilhite, Jr.

Election and Departure of Officers

On Nov. 26, 2013, Mr. Imad K. Anbouba tendered his resignation as
the chief executive officer and president of the General Partner,
and Mr. Carter R. Montgomery tendered his resignation as the
executive vice president of Corporate Development of the General
Partner.  By Written Consent, effective Nov. 26, 2013, the Board
accepted the resignations of Messrs. Anbouba and Montgomery and
appointed John L. Denman, Jr. as the chief executive officer and
president of the General Partner.  Mr. Graves was appointed as
Chairman of the Board.  Each of Messrs. Denman and Graves will
serve in their appointed offices until their respective
resignations or termination by the Board.  Mr. Ian T. Bothwell
will continue to serve as executive vice president, chief
financial officer and secretary of the General Partner.

Amendments to the General Partner's Company Agreement

At a Special Meeting of the Members of the General Partner held on
Nov. 20, 2013, all of the Members of the General Partner voting
either in person or by proxy unanimously approved the Third
Company Agreement.  The Third Company Agreement incorporates
certain amendments to the Company Agreement as contemplated in the
LOI and Purchase Agreement, including:

   (1) changing Section 3.2 to better memorialize the activities
       that will need to take place to provide the pre-emptive
       rights for Members of the General Partner;

   (2) inserting the changes to the constitution of and
       appointment of persons to the Board of Directors as
       contemplated in the LOI and the Purchase Agreement;

   (3) eliminating references to the Buy-Sell Agreement among
       Messrs. Anbouba and Montgomery and The Cushing MLP
       Opportunity Fund I, LP, which was cancelled at the Closing;

   (4) reconstituting the Board of Directors;

   (5) amending Section 6.13 of the Company Agreement to remove
       the right of the Members to vote on any borrowing by the
       General Partner;

   (6) revising the percentage vote of Members required to amend
       any provision of the Company Agreement or restate the
       Company Agreement from a unanimous vote to those Members
       holding 80 percent of the issued and outstanding membership
       interests of the General Partner;

   (7) changing the definitions section of the Company Agreement
       consistent with changes in the text of the agreement; and

   (8) including the concept of unitizing the Membership
       Interests.

Amendments to the Company's Partnership Agreement

As part of the contemplated transaction, certain amendments to the
Partnership Agreement were approved by more than a majority of the
limited partners of the Registrant on Nov. 20, 2013, in accordance
with the provisions of Article XIII of the Partnership Agreement.
These amendments include:

   * incorporating the provisions of the First Amendment to the
     Partnership Agreement adopted by those limited partners
     holding more than a majority of the Common Units of the
     Company on March 28, 2012, as reported in the Company's Form
     10-K for the year ended Dec. 31, 2011; and

   * changing the amount to be paid per Common Unit per fiscal
     quarter of the Company as a "First Target Distribution" -
     from $0.292 to $0.288 per Common Unit, and "Second Target
     Distribution" - from $0.362 to $0.313 per Common Unit, and a
     "Third Target Distribution" from $0.462 to $0.375 per Common
     Unit.  These changes are proposed to bring the Registrant in
     line with current market prices for target distributions.

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

                       http://is.gd/tfkUHh

                   About Central Energy Partners

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc. ("Regional").

Central Energy Partners LP filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.03 million on $5.47 million of revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $1.36 million
on $6.84 million of revenue during the prior year.

Montgomery Coscia, LLP, in Plano, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing insufficient cash flow to pay its
current obligations and contingencies as they become due.

The Company's balance sheet at Sept. 30, 2013, showed $7.94
million in total assets, $8.23 million in total liabilities and a
$290,000 total partners' deficit.

                        Bankruptcy Warning

"Central's ability to raise capital is hindered by the existing
pledge and therefore the ability to obtain additional capital over
the cash generated from operations to make the Hopewell Note
payments, for payment of income taxes, for expansion, capital
improvements to existing assets, for working capital or otherwise
is limited.  In addition, the Partnership has obligations under
existing registrations rights agreements.  These rights may be a
deterrent to any future equity financings.  Management continues
to seek acquisition opportunities for the Partnership to expand
its assets and generate additional cash from operations.  As
described above, there is no assurance that Regional will have
sufficient working capital to cover its ongoing cash requirements
or any of the ongoing overhead expenses of the Partnership for the
period of time that management believes is necessary to complete
an acquisition that will provide additional working capital for
the Partnership.  If the Partnership does not have sufficient cash
reserves, its ability to pursue additional acquisition
transactions will be adversely impacted.  Furthermore, despite
significant effort, the Partnership has thus far been unsuccessful
in completing an acquisition transaction.  There can be no
assurance that the Partnership will be able to complete an
accretive acquisition or otherwise find additional sources of
working capital.  If an acquisition transaction cannot be
completed or if additional funds cannot be raised and cash flow is
inadequate, the Partnership and/or Regional would be required to
seek other alternatives which could include the sale of assets,
closure of operations and/or protection under the U.S. bankruptcy
laws," the Company said in the quarterly report for the period
ended Sept. 30, 2013.


CHRIST HOSPITAL: Prime Healthcare's Suit Against Buyer Barred
-------------------------------------------------------------
The Hudson entities were the successful bidder in bankruptcy for
essentially all of the assets of Christ Hospital, a New Jersey
not-for-profit corporation.  The sale, pursuant to a court-ordered
auction process, was approved by Court order on March 27, 2012.
That Order provided Hudson with what it contends are the benefits
of broad "free and clear" protections as a purchaser of hospital
assets per 11 U.S.C. Sec. 363(f).

In a lawsuit, Hudson seeks to enjoin Prime Healthcare Services,
Inc., from pursuing its pending lawsuit against Hudson in the New
Jersey Superior Court.  Prime asserts remaining active claims of
"Tortious Interference in Contractual Relations," "Tortious
Interference with Prospective Economic Gain" and "Unfair
Competition" relating to Hudson's acquisition of hospital assets
but with origins before the hospital filed its Feb. 6, 2012
voluntary Chapter 11 bankruptcy petition.

Hudson asserts, inter alia, that the Sale Approval Order and the
court's order confirming the hospital's plan of liquidation are
being collaterally attacked and violated by Prime's pursuit in the
State litigation.  Hudson relies heavily on res judicata and
collateral estoppel concepts.  Prime, as Hudson sees it, should
thus be enjoined from continuing that litigation.  In fact, sale-
related injunctions inuring to the benefit of the successful Sec.
363 sale bidder were included in the Sale Approval Order and the
Confirmation Order.

Prime filed opposition to Hudson's motion for an injunction and a
cross-motion to have the reference withdrawn by the district court
pursuant to 28 U.S.C. Sec. 157(d), thus allowing that court to
hear the current disputes.  Prime argues that none of the
following gives the bankruptcy court subject matter jurisdiction
over Prime's state law claims: any order entered in the bankruptcy
case; 28 U.S.C. Sec. 1334(b); United States Supreme Court cases
which otherwise restrict bankruptcy court jurisdiction or the
ability of the bankruptcy court to enter final judgments; or,
11 U.S.C. Sec. 105(a) (bankruptcy court power to issue orders
"necessary or appropriate" to carry out provisions of Title 11 or
enforce its orders).  Prime also argues that no bankruptcy court
order precludes Prime's State litigation claims under collateral
estoppel or res judicata.

The Hudson entities are Hudson Hospital Propco LLC, Hudson
Hospital Opco LLC, Hudson Hospital Holdco LLC and Vivek Garipalli,
a principal of and alleged major stakeholder in the Hudson
entities.

In a Dec. 3, 2013 Opinion available at http://is.gd/15g7KEfrom
Leagle.com, Bankruptcy Judge Margaret Cohen held that Prime's
would-be State litigation remedy -- damages from Hudson --
presents a frontal attack on the economic integrity of the Sec.
363(b) sale, and is thus no less a collateral attack than one
which seeks to set aside that sale.  Prime also attacks through
the State litigation the "good faith" purchase finding of the Sale
Approval Order.  Accordingly, Hudson's motion for injunctive
relief is granted.

Judge Cohen explained that, "At outset and most fundamentally,
this court disagrees with Prime's characterization of its economic
tort claims -- they are quite obviously intertwined with this
Chapter 11 case. Indeed, Prime's convenient current statement that
its tort claims do not encompass any Hudson misconduct 'in
connection with' the bankruptcy or its sale proceeding flies in
the face of its own State litigation pleadings; a 'forced'
bankruptcy is alleged and, having supposedly driven Prime from the
marketplace by unfair competitive practices, Hudson is said to
have acquired the Christ Hospital assets for a diminished price.
Moreover, the 'missing' bankruptcy hearing on Prime's remaining
economic tort claims was solely a function of Prime's silence.
Those claims, which are independent of later market competition
between Prime and Hudson for other hospitals, had manifested as of
the time of the Sec. 363 sale. However, only Prime was in a
position to be aware of its status as a potential tort claimant.
While Prime was not required to voice its objection to the sale in
bankruptcy, it was put to the burden as a knowing claimant to
object or risk loss of its claim to a necessarily accelerated
bankruptcy process (with broad orders of process protection)."

Judge Cohen noted that the cross-motion to withdraw the reference
was transmitted to district court pursuant to D.N.J. LBR 5011-1;
hearing on this withdrawal motion was eventually adjourned at
Prime's request, pending resolution by the bankruptcy court of
Hudson's motion.  Prime had filed with the bankruptcy court
(pursuant to Fed. R. Bankr. P. 5011(c)) a motion to stay the
hearing on Hudson's motion for an injunction until the district
court's resolution of Prime's motion to withdraw the reference.
The bankruptcy court denied Prime's motion for a stay for the
reasons set forth on the record, and heard extensive oral argument
on Hudson's motion.

Prime is a major operator of for-profit acute care hospitals (16
in California, Nevada, Pennsylvania and Texas). It also operates
not-for-profit hospitals in California and Texas through a
charitable foundation. Its hospital employees total more than
16,000.

Hudson owns and operates three for-profit hospitals (including the
successor to Christ Hospital) in Hudson County, New Jersey.

Counsel to Hudson Hospital Propco, LLC, Hudson Hospital Opco, LLC,
Hudson Hospital Holdco, LLC and Vivek Garipalli:

         Louis A. Modugno, Esq.
         McELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
         1300 Mount Kemble Avenue, P.O. Box 2075
         Morristown, NJ  07962-2075
         Tel: 973-425-8660
         Fax: 973-425-0161
         E-mail: lmodugno@mdmc-law.com

Counsel to Prime Healthcare Services, Inc.:

         Bruce S. Rosen, Esq.
         McCUSKER, ANSELMI, ROSEN & CARVELLI, P.C.
         210 Park Avenue, Suite 301
         Florham Park, NJ 07932
         Tel: 973-457-0123
         Fax: 973-635-6363
         E-mail: brosen@marc-law.com

              - and -

         LAW OFFICES OF WILLIAM S. KATCHEN, LLC
         Florham Park, NJ

                      About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D.N.J.
Case No. 12-12906) on Feb. 6, 2012. Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County. The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer. Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through. Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel. Alvarez & Marsal North America LLC serves as financial
advisor. Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.

Attorneys at Sills, Cummis & Gross, P.C., represent the Official
Committee of Unsecured Creditors.

On March 27, 2012, Judge Stern approved the sale of the Hospital's
assets to Hudson Hospital Holdo, LLC. Hudson bid $45,271,000 for
the Hospital's assets. The sale of the Debtor's assets to Hudson
closed on July 13, 2012.

The Joint Liquidation Plan of Christ Hospital was declared
effective June 27, 2013.  The Plan was confirmed June 4, 2013.


CLEARWIRE COMMUNICATIONS: Moody's Rates $629MM Notes 'Ba1'
----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to co-issuers
Clearwire Communications LLC's and Clearwire Finance, Inc.'s
existing $629 million 8.25% Exchangeable Notes due 2040. The
rating is supported by Sprint Corporation ("Sprint") and Sprint
Communications, Inc. providing an irrevocable and unconditional
guarantee in respect of the Clearwire notes. The rating is given
an additional uplift due to the high asset coverage provided by
Clearwire's extensive spectrum holdings. Sprint's other ratings
and stable outlook remain unchanged.

Moody's has taken the following rating action:

Rating Assigned:

Issuer: Clearwire Communications LLC

8.25% Exchangeable Notes due 2040 -- Ba1, LGD2 (27%)

Ratings Rationale:

Clearwire's spectrum holdings total almost 47 billion MHz-POPs
(defined as the product of the number of megahertz associated with
a spectrum license multiplied by the estimated population of the
license's service area) in the 2.5 GHz band. These extensive
spectrum holdings, which are largely contiguous and include around
160 MHz of spectrum in the top 100 US markets, provide very
significant asset coverage for Clearwire's remaining debt (about
$1.1 billion in total) after Sprint redeemed in full the Clearwire
12% Senior Secured Notes Due 2015 and the Clearwire 12% Second-
Priority Secured Notes Due 2017. While about 58% of its licenses
are leased under long-term contracts, the largely contiguous
nature of the spectrum permits the deployment of wide channels
which facilitates the provision of very high mobile data bandwidth
services.

Sprint's underlying Ba3 Corporate Family Rating recognizes its
large scale, its valuable spectrum assets, slowly improving
operating profile, substantial liquidity, and the implicit support
from Sprint's parent company and majority shareholder, SoftBank.
Offsetting these strengths are high leverage, weak margins, and
Moody's projection for negative free cash flow through 2015. Near
flawless execution across all aspects of the business, including
the requirement to quickly redesign and modernize its entire
network will be necessary before Sprint can hope to grow its
market share in the brutally competitive US wireless industry.

Sprint's ratings could be raised if leverage were likely to drop
below 4.0x, and free cash flow were to turn positive.

Sprint's ratings could be lowered if the network upgrade falls
behind schedule or doesn't yield the financial and operational
benefits promised or if Sprint's competitive position deteriorates
as evidenced by postpaid churn rising (outside of normal quarterly
variances) or overall market share declines. Also, if the company
allows its liquidity position to weaken significantly, negative
rating pressure will ensue. Specifically, if leverage was likely
to exceed 6.0x (Moody's adjusted) on a sustained basis, the
ratings could be downgraded.


CONSOLIDATED CONTAINER: Moody's Rates $25MM Add-on Notes 'Caa1'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$25 million add-on to the $250 million senior unsecured notes due
7/15/2020 of Consolidated Container Company LLC ("CCC").

Additionally, Moody's affirmed the company's B2 Corporate Family,
B2-PD Probability of Default, and all other instrument ratings.
The rating outlook is revised to negative.

The company will use the proceeds of the add-on to to repay loans
outstanding under the revolver, pay related fees and expenses, for
general corporate purposes, and to support continued future
acquisitions.

Moody's took the following actions:

-- Affirmed B2 Corporate Family Rating

-- Affirmed B2-PD Probability of Default Rating

-- Affirmed $370 million senior secured Term Loan due 7/3/2019
   to B1 (LGD 3, 38%) from B1 (LGD3, 37%)

-- Affirmed $250 million senior unsecured notes due 7/15/2020
   Caa1(LGD 5, 83%)

-- Assigned $25 million senior unsecured notes due 7/15/2020
   Caa1(LGD 5, 83%)

The rating outlook is negative.

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

Rating Rationale:

The B2 Corporate Family Rating reflects the company's
concentration of sales, significant percentage of commoditized
products and percentage of business that is not under contract.
CCC has a high concentration of sales by both product line and
customer. The rating also reflects the strong competition in the
industry and fragmented structure. The company's product line
contains a significant percentage of commoditized products and
approximately 20-25% of the business (by revenue) is not under
long-term contract and subject to market pricing.

The rating is supported by the company's on-going cost reduction
initiatives, anticipated ramp-up of higher margin new business and
good liquidity. CCC has long-standing relationships with certain
well-established manufacturers and has approximately 35% of its
plants co-located on its customer's premises. Despite a small
revenue base, CCC has scale relative to many competitors.
Approximately 75-80% of business by sales volume is under contract
with raw material cost pass-through provisions, but other costs
are not passed through on all contracts and lags in passing
through costs can be significant.

The revision of the outlook to negative reflects an expectation
that the company may be challenged to restore credit metrics to a
level commensurate with the rating category over the intermediate
term. CCC has not achieved projected operating results and the
issuance of additional debt, while not significant, further
stretches credit metrics. The continued soft economic environment
may slow the commercialization of new business and spending to
support these initiatives will continue. Previous volume losses
from a major customer may not reverse over the near term. CCC is
expected to remain acquisitive; however, the company's
acquisitions involve integration risk and, in some cases, the
realization of synergies in order to contribute positively to
profitability and cash flow. Additionally, acquisitions may also
involve the incurrence of additional costs to integrate and
realize synergies. CCC has little room for negative operating
variance within the rating category and will need to execute on
its plan.

The ratings could be downgraded if credit metrics do not improve
or there is a deterioration in liquidity or the operating and
competitive environment. Specifically, the ratings could be
downgraded if debt to EBITDA remains above 6.0 times, EBIT to
interest coverage remains below 1.3 times, the EBIT margin remains
below 7.5% and/or free cash flow to debt does not improve to the
mid single digits on an adjusted basis.

A ratings upgrade is unlikely in the near term given the stretched
credit metrics. The ratings could be upgraded if CCC improved its
credit metrics while maintaining an adequate level of capital
expenditures on a sustained basis within the context of a stable
competitive and operating environment. Specifically, the ratings
could be upgraded if debt to EBITDA declined below 5.0 times, the
EBIT margin increases to above 8.0%, EBIT to interest coverage
rises above 1.8 times, and free cash flow to debt improves to
above 9.5%.


CUMULUS MEDIA: Moody's Rates First Lien Sr. Secured Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Cumulus Media
Inc.'s proposed 1st lien senior secured credit facilities
consisting of a $200 million revolver and a $2,025 million term
loan. Proceeds from the new term loan and $13 million of balance
sheet cash will be used to repay the outstanding $1,237 million
first lien term loan due 2018 and $786 million second lien term
loan due 2019 along with transaction related fees and expenses.
Moody's also affirmed the company's B2 Corporate Family Rating
(CFR), B2-PD Probability of Default Rating (PDR), Caa1 on the
existing 7.75% senior notes, and SGL-2 Speculative Grade Liquidity
(SGL) Rating. The rating outlook remains stable.

Assigned:

Issuer: Cumulus Media Holdings Inc.

  $200 million 1st Lien Senior Secured Revolver: Assigned B1, LGD3
  -- 38%

  $2,025 million 1st Lien Senior Secured Term Loan: Assigned B1,
  LGD3 -- 38%

Affirmed:

Issuer: Cumulus Media Inc.

  Corporate Family Rating: Affirmed B2

  Probability of Default Rating: Affirmed B2-PD

  Speculative Grade Liquidity (SGL) Rating: SGL-2

Issuer: Cumulus Media Holdings Inc.

  $610 million of 7.75% senior notes due 2019: Affirmed Caa1, LGD6
  -- 90%

Outlook Actions:

Issuer: Cumulus Media Inc.

  Outlook is Stable

To be withdrawn upon completion of the transaction or upon full
repayment:

Issuer: Cumulus Media Holdings Inc.

   1st lien sr secured revolver due 2016 ($150 million
   commitment): Ba2, LGD2 -- 22%

   1st lien sr secured term loan due 2018 ($1,237.3 million
   outstanding): Ba2, LGD2 -- 22%

   2nd lien sr secured term loan due 2019 ($785.5 million
  outstanding): B3, LGD4 -- 67%

Ratings Rationale:

Cumulus' B2 CFR reflects its high debt-to-EBITDA ratio of 6.8x as
of 9/30/2013 (including Moody's standard adjustments) pro forma
for recent and pending transactions and giving credit for a
portion of targeted synergies for the Dial Global/Westwood One
acquisition. Although high, leverage is improved from a recent
peak of 7.4x in 2012 and Moody's expects leverage to improve to
under 6.5x by the end of 2014. Ratings are supported by Cumulus'
national scale and good EBITDA margins of 33% or more (including
Moody's standard adjustments). Moody's expects revenue to grow in
the low single digit percentage range over the next 12 months
supported by increased demand for political advertising in the
second half of 2014, an election year, and by incremental sales
from new revenue streams (CBS Sports Radio, NASH, Right Now
Traffic, SweetJack.com). Moody's expects the recent sale of 53
stations to Townsquare Radio, LLC (B2 stable) to fund the pending
acquisition of Dial Global/Westwood One will result in a net
increase in EBITDA as half of the $40 million in targeted
acquisition synergies are achieved in 2014 from the elimination of
duplicative expenses including corporate overhead. Even in a
scenario with flat revenue, Cumulus will be able to generate
greater free cash flow given more than a $30 million reduction in
annual interest expense and preferred dividends. The proposed
refinancing represents another step in management's effort to
lower debt service by reducing debt balances and by refinancing
higher coupon debt or preferred shares. Since the initial funding
of the debt facilities, the company has repaid a total of $417
million of debt and preferred stock. Earlier this year, the
company issued common equity with most of the $89.8 million of net
proceeds applied to redeem $77.6 million of high coupon preferred
shares.

Ratings also reflect Moody's expectation that the company will
apply free cash flow towards debt reduction resulting in debt-to-
EBITDA declining below current levels over the next 12 months.
Moody's expects free cash flow to be more than $200 million or 7%
of total debt (including Moody's standard adjustments) with excess
cash flow provisions requiring additional debt reductions. Lower
leverage provides some financial flexibility and partially offsets
risks related to the maturing demand for radio advertising, media
fragmentation and potential for increased competition within its
markets. Management states its target reported gross debt-to-
EBITDA leverage is 4.0x or better and Moody's expects the company
will apply free cash flow to repay debt until leverage comes
closer to this target. After which, Cumulus may look to fund
dividends from a portion of free cash flow, step up investments in
organic growth, or fund tuck-in acquisitions net of dispositions.

The stable outlook reflects Moody's expectations for flat to low
single digit percentage growth in advertising revenue for the
radio industry over the next 12 months combined with the potential
for Cumulus to generate positive EBITDA from combined new revenue
streams. The outlook incorporates an improvement in leverage and
coverage ratios as free cash flow is applied to reduce debt
balances over the next 12-18 months. Ratings could be downgraded
if debt-to-EBITDA ratios are sustained above 7.0x due to
deterioration in performance as a result of increased competition
or weak ad demand in key markets, audience and advertising revenue
migration to competing media platforms, or the inability to
achieve most of the targeted synergies for the Dial
Global/Westwood One transaction. Deterioration in liquidity could
also result in a downgrade. Moody's could consider an upgrade of
ratings if the company realizes its targeted synergies for the
Dial Global/Westwood One transaction and leverage is sustained
under 5.25x with free cash flow-to-debt ratios in the high single
digit percentage range. Liquidity would also need to remain good.

Headquartered in Atlanta, GA, Cumulus Media Inc. is the largest
pure-play radio broadcaster in the U.S. with approximately 460
stations in 95 cities and a nationwide network serving over 10,000
broadcast and digital affiliates pro forma for pending
transactions. Cumulus is publicly traded with Crestview Radio
Investors, LLC owning an estimated 27% interest adjusted for the
exercise of penny warrants. The Dickey family owns 8% with Canyon
Capital Advisors LLC owning roughly 11%, and the remainder being
widely held. Net revenues pro forma for announced transactions
totaled more than $1.1 billion for LTM September 30, 2013.


CUMULUS MEDIA: S&P Revises Outlook to Positive & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Atlanta,
Ga.-based Cumulus Media Inc. to positive from stable.  S&P also
affirmed its 'B' corporate credit and existing debt ratings on the
company.

In addition, S&P assigned a 'B+' issue-level rating (one notch
higher than the corporate credit rating) and '2' recovery rating
to Cumulus Media Holding Inc.'s proposed first-lien senior secured
credit facilities.  The facilities will consist of a
$2.025 billion term loan due 2020 and a $200 million revolving
credit facility due 2018.  The '2' recovery rating indicates S&P's
expectation of substantial (70%-90%) recovery for lenders in the
event of default.

"The outlook revision to positive reflects our expectation that
the company will continue to reduce leverage largely by using
discretionary cash flow to repay debt," said Standard & Poor's
credit analyst Jeanne Shoesmith, noting the company has repaid
over $420 million of debt and preferred stock since acquiring
Citadel Broadcasting Corp. in September 2011.

Standard & Poor's ratings on Cumulus incorporate its healthy
EBITDA margin despite secular pressure on radio advertising
revenue.  The ratings also reflect a debt-to-EBITDA ratio well in
excess of 5x.


DEBORAH HEART: Fitch Affirms 'B' Rating on $17.6MM Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating on the outstanding $17.6
million in series 1993 revenue bonds for the New Jersey Health
Care Facilities Financing Authority's. The bonds are issued on
behalf of the Deborah Heart and Lung Center (DHLC).

The Rating Outlook is Stable.

Security:

The bonds are secured by a revenue pledge and a mortgage on DHLC's
facility and additionally benefit from a Subsidy Agreement with
the Deborah Hospital Foundation (the Foundation), which is
obligated to fund DHLC's cash flow requirements, including
operating costs, capital needs and debt service payments.

Key Rating Drivers:

IRS Proposed Adverse Determination Regarding Series 1993 Bonds:
The IRS has notified DHLC of a proposed determination that the
series 1993 bonds may be subject to taxability due to issues
related to DHLC's 2004 total return swap. DHLC made an offer to
settle on terms that would not materially impact DHLC's liquidity,
but the ultimate outcome of this issue cannot be determined at the
present.

Foundation Key Credit Strength: The Foundation exists for the
support of DHLC. As such, the rating incorporates the Foundation's
commitment to meet DHLC's obligations. The Foundation contributed
a total of $4.5 million to DHLC in the 2012 fiscal year.

Strong Year to Date Results an Exception: Following a typical
operating loss of $2.4 million in fiscal 2012, offset by the
Foundation contribution, DHLC recorded operating income of $4.3
million for the nine months period ended Sept. 30, 2013 (the
interim period), aided by a number of non-recurring items.

Weak Liquidity: DHLC's liquidity at $7.8 million continues to be a
credit concern. However, on a combined basis with the Foundation
unrestricted cash and investments were $26.8 million at Sept. 30,
2013, equal to 68.2 days cash on hand (DCOH), 6.6x cushion ratio
and 130% cash to debt.

Rating Sensitivities:

Final IRS Determination: A final adverse determination regarding
the taxability of the series 1993 bonds, or a settlement which
would materially diminish liquidity, could pressure the rating.

Credit Profile:

Deborah Heart and Lung Center is an 89-bed tertiary care cardiac,
pulmonary and vascular care facility located in Browns Mills, NJ
(approximately 20 miles from Trenton). DHLC had total revenues of
approximately $145 million in fiscal 2012. The rating affirmation
and Stable Outlook reflect the continued support of the Foundation
and the benefit of the Lourdes Medical Center satellite emergency
department (SED) located on DHLC's campus.

IRS Proposed Adverse Determination Regarding Series 1993 Bonds:

DHLC has received a Notice of Proposed Adverse Determination from
the Department of the Treasury regarding the eligibility for tax-
exemption for the series 1993 bonds. This action relates to a
total return swap entered into by DHLC in 2004, relating to the
series 1993 bonds issue. The swap is no longer extant.

DHLC is not in agreement with certain findings made by the
Department of the Treasury regarding the swap. DHLC had received a
legal opinion from a nationally recognized law firm prior its
execution and is in the process of negotiating a potential
settlement. No determination as to the final outcome can be made
at this time. Fitch will continue to monitor the situation and
take rating action as necessary.

Foundation Key Credit Strength:

The Foundation raised $4.7 million in fiscal 2012 and $3.4 million
through Sept. 30, 2013. The interim period included $2.6 million
of proceeds from a New Jersey Stabilization Grant program (which
is being terminated) as well as $375,000 from the Robin Hood
Foundation and a portion of a large estate, resulting in the
interim period fundraising exceeding budget.

Because of accounting regulations, some of the amounts being
reported as other operating revenue for DHLC are funds that were
raised and recognized as revenue by the Foundation and transferred
to DHLC as donor restricted contributions. It is expected that the
Foundation will transfer $4.7 million to DHLC by year end 2013, as
planned, despite DHLC's strong operating results to date.

The Foundation has redirected its focus towards more structured
development efforts, including corporate giving, direct mail and
estates and planned giving, intended to replace what had
traditionally been its grassroots fundraising effort relying on a
large number of small individual supporters.

Combined DHLC and Foundation unrestricted cash through the end of
the third quarter was reported at $26.8 million, equating to 68.2
DCOH, cushion ratio of 6.6x and cash equal to 130% of debt (DHLC
alone had cash and investments of only $7.8 million). This figure
is not adjusted for a $1 million draw on a line of credit which is
secured by a DHLC certificate of deposit and has perpetually
remained drawn at $1 million.

Strong Year to Date Results An Exception:

DHLC's patient revenues increased by 3.4% in fiscal 2012, which
ended with a $2.4 million operating loss (negative 1.7% operating
margin). As is typical, the Foundation contribution of $4.5
million partially offset the operating loss, resulting in excess
income of $2.4 million. For fiscal 2012, DHLC reported maximum
annual debt service (MADS) coverage by EBITDA of 2.0x. Net patient
revenues through the interim period remained level with the prior
year, but because of significantly higher other operating
revenues, total revenues increased by 6.6%, resulting in operating
income of $4.3 million (3.7% operating margin). This is atypical
for DHLC, which usually incurs an operating loss as it accepts all
patients, regardless of insurance status.

Additional revenue pressure in the coming year and beyond comes
from high exposure to Medicare, which represents over 50% of gross
revenues. The interim gain was the result of several one-time
items, as described above, and DHLC is likely to budget an
operating loss for the next fiscal year. Coverage of (MADS) was a
stronger 3.0x though the interim period, even before the
Foundation transfer expected by year end.

Weaker Volumes:

After strong volume growth reported last year, for the interim
period DHLC's utilization is showing some weakening. DHLC
continues to benefit from the Lourdes Medical Center satellite
emergency department (SED) located on its campus, which is owned
and operated by Our Lady of Lourdes Health System (Lourdes), part
of CHE Trinity Inc. (Fitch rated 'AA/F1+'), following the May 2013
Catholic Health East and Trinity Health merger. The SED generates
between 25-30% of DHLC inpatient volumes.

Year to date admissions decreased by 13% and cardiac
catheterizations were 2.9% lower compared to the prior year
period, responsible for the flat year to date patient revenues.
However, open heart procedures remained level with 204 open heart
procedures performed through the third quarter. DHLC's plans for
boosting revenues include a potential second site for the Joslin
Diabetes Clinic, a wound center, launching a bariatric surgery
program and equipping a hybrid operating room, which would allow
performing complex cardiology procedures.


DETROIT, MI: Ruled Eligible for Chapter 9 Municipal Bankruptcy
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit is insolvent, filed its petition for
municipal bankruptcy in good faith, and will be permitted to
propose a debt-adjustment plan reducing pensions, the bankruptcy
judge said at hearing on Dec. 3 in giving a summary of his
forthcoming written opinion.

According to the report, the American Federation of State, County
and Municipal Employees, representing city workers, filed an
appeal even before the judge signed a formal order approving the
Chapter 9 filing. Court records recite "written opinion to
follow."

The ruling concluded a trial culminating in November on the
question of whether Detroit is eligible for municipal bankruptcy.
Unlike businesses or individuals, municipalities must prove they
filed bankruptcy in good faith and meet other state and federal
requirements for being in Chapter 9.

The judge said that federal law overcomes protections for
municipal pensions in the Michigan Constitution. The judge said
that the ability to reduce pensions doesn't mean he will approve
whatever plan the city may propose.

Detroit's emergency manager said the city expects to file a debt-
adjustment plan in January.

                 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: Christie's Values Art at Up To $866 Million
--------------------------------------------------------
Matthew Dolan, writing for Daily Bankruptcy Review, reported that
a slice of the city-owned collection of the Detroit Institute of
Arts is worth as much as $866 million, a controversial valuation
expected to play a key role in Detroit's historic bankruptcy case.

Detroit was declared eligible for the nation's largest municipal
bankruptcy, clearing an important hurdle for the cash-poor city to
restructure billions of dollars in debt, the report related.

Two of the museum's most famous works -- van Gogh's "Self
Portrait" and Bruegel's "The Wedding Dance" -- were part of
Christie's valuation because they were purchased either wholly or
in part with city funds, the report said.

Judge Steven Rhodes, who is presiding over the city's bankruptcy
case, said that Detroit had no obligation to sell assets before
filing for Chapter 9 reorganization and should proceed now with
extreme care, the report related.

Emptying out the world-class collection at the DIA wouldn't have
prevented the city's legal filing, the nation's largest municipal
bankruptcy, according to Judge Rhodes, a federal bankruptcy judge
based in Detroit, the report further related.

                 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.


DISPENSE ALL-PRODUCTS: Case Summary & 9 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Dispense All-Products, Inc.
        904 Sunset Ave
        Asbury Park, NJ 07712

Case No.: 13-36541

Chapter 11 Petition Date: December 4, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY & REILLY
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  Email: kwasnylaw@aol.com

Estimated Assets: not indicated

Estimated Liabilities: $100,001 to $500,000

The petition was signed by Kevin Lotosky, president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-36541.pdf


DOMINGO VILLAS: Order Denying Anti-SLAPP Motion Reversed
--------------------------------------------------------
In the appellate case, DOMINGO VILLAS INC., et al., Plaintiffs and
Respondents, v. THE RYAN FIRM et al., Defendants and Appellants,
No. G047499 (Calif. App.), the Court of Appeals of California,
Fourth District, Division Three, ruled that the order denying The
Ryan Firm's anti-SLAPP motion is reversed. The trial court is
directed to enter a new order granting the motion and to enter
judgment in favor of Ryan Firm.  Ryan Firm is to recover its costs
on appeal.  In the appeal, the plaintiff seeks to hold the
attorneys for the other party responsible for an aggressive
interpretation of a set of loan documents which formed part of the
basis of the defendant's claim for damages in a previously filed
complaint for judicial foreclosure.  All the claims against the
attorneys arose from protected activity under the anti-SLAPP
statute, because they all originated from the legal advice given
in the context of the judicial foreclosure action which was then
immediately manifested in the claim for damages in the complaint
in that action.

A copy of the Appeals Court's Dec. 3, 2013 Opinion is available at
http://is.gd/fUOqhqfrom Leagle.com.

The Ryan Firm's Timothy M. Ryan, Esq., and Michael W. Stoltzman,
Jr., Esq., argue for the Defendants and Appellants.

The Law Offices of Gregory S. Page and Gregory S. Page, Esq.,
argue for the Plaintiffs and Respondents.

Domingo Villas Inc. owned an eight-unit apartment building in
Newport Beach that it hoped to convert into condominium units.
Domingo Villas, based in Los Alamitos, California, filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11-22391) on
Sept. 1, 2011.  Judge Robert N. Kwan oversees the case.  William
M. Burd, Esq., at Burd & Naylor, represents the Debtor.  In its
petition, Domingo Villas estimated $1 million to $10 million in
both assets and debts.  A list of the Company's 16 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/cacb11-22391.pdf The
petition was signed by Dave Chamberlain, president.


DRYSHIPS INC: Suspends Evercore Market Equity Offering
------------------------------------------------------
DryShips Inc., a global provider of marine transportation services
for drybulk and petroleum cargoes and through its majority owned
subsidiary, Ocean Rig UDW Inc., of offshore deepwater drilling
services, on Dec. 5 disclosed that it has suspended purchases
under its previously announced program of at the market issuances
of its common shares through Evercore Group L.L.C. as its sales
agent.  The Company reserves the right to continue the suspension
of the program, reactivate or terminate the program at any time.

                       About DryShips Inc.

Headquartered in Athens, Greece, DryShips Inc. (NASDAQ: DRYS) is
an owner of drybulk carriers and tankers that operate worldwide.
Through its majority owned subsidiary, Ocean Rig UDW Inc.,
DryShips owns and operates 10 offshore ultra deepwater drilling
units, comprising of 2 ultra deepwater semisubmersible drilling
rigs and 8 ultra deepwater drillships, 3 of which remain to be
delivered to Ocean Rig during 2013 and 1 is scheduled for
delivery during 2015.  DryShips owns a fleet of 46 drybulk
carriers (including newbuildings), comprising of 12 Capesize, 28
Panamax, 2 Supramax and 4 Very Large Ore Carriers (VLOC) with a
combined deadweight tonnage of about 5.1 million tons, and 10
tankers, comprising 4 Suezmax and 6 Aframax, with a combined
deadweight tonnage of over 1.3 million tons.

The Company reported a net loss of US$288.6 million on
US$1.210 billion of revenues in 2012, compared with a net loss of
US$47.3 million on US$1.078 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$8.878 billion in total assets, US$5.010 billion in total
liabilities, and shareholders' equity of US$3.868 billion.

                       Going Concern Doubt

Ernst & Young (Hellas), in Athens, Greece, expressed substantial
doubt about DryShips Inc.'s ability to continue as a going
concern, citing the Company's working capital deficit of
US$670 million at Dec. 31, 2012, and in addition, the non-
compliance by the shipping segment with certain covenants of its
loan agreements with banks.

As of Dec. 31, 2012, the shipping segment was not in compliance
with certain loan-to-value ratios contained in certain of its
loan agreements.  In addition, as of Dec. 31, 2012, the shipping
segment was in breach of certain financial covenants, mainly the
interest coverage ratio, contained in the Company's loan
agreements relating to US$769,098,000 of the Company's debt.  As
a result of this non-compliance and of the cross default
provisions contained in all bank loan agreements of the shipping
segment and in accordance with guidance related to the
classification of obligations that are callable by the creditor,
the Company has classified all of its shipping segment's bank
loans in breach amounting to US$941,339,000 as current at
Dec. 31, 2012.


DUMA ENERGY: Has Agreement to Acquire Hydrocarb
-----------------------------------------------
Duma Energy Corp. entered into a Stock Exchange Agreement dated as
of Nov. 27, 2013, by and among Duma Energy Corp., Hydrocarb
Corporation ("HCN"), the holders of 100 percent of the shares of
common stock and preferred stock of HCN (the "Sellers"), and the
holders of rights to acquire DUMA common stock.  This transaction
will make HCN a wholly-owned subsidiary of DUMA.

Hydrocarb Corporation is an energy exploration and production
company targeting major under-explored oil and gas projects in
emerging, highly prospective regions of the world.  In August 2012
Duma purchased a 39 percent working interest in Hydrocarb's highly
prospective 5.3 million acre Owambo Basin concession in northern
Namibia.

The Agreement provides that DUMA will acquire 100 percent of the
shares of common stock and preferred stock of HCN from the Sellers
in exchange for an aggregate of 25,190,000 shares of common stock
of DUMA and 8,188 shares of a yet to be designated Series A 7
percent Convertible Voting Preferred Stock of DUMA.

The Preferred Stock will have the following features:

     -- a stated value of $400.00 per share

     -- a cash dividend of 7 percent per annum

     -- common stock equivalent voting power

     -- conversion into common stock at a price of $2.00 per share
        of common stock

The Agreement further provides that DUMA will issue 22,410,000
shares of common stock to the Rights Holders.  These Rights were
previously issued in an unrelated transaction in August 2012.
These Rights are calculated based on the Company's market
capitalization from time to time.  Market capitalization triggers
have not been reached at this time.  However, the Company believes
that this Rights structure has caused a stock market overhang that
has been and would remain detrimental to the Company.  The Company
has decided to issue those shares to the Rights Holders in
connection with the Agreement to eliminate the stock market
overhang.

The original terms of the Rights provided that the Rights Holders
would receive common stock based on the achievement of market
capitalization milestones of DUMA through the year 2022, as
follows:

   (a) 2,490,000 shares of common stock would have been issued
       when and if DUMA's 10-day volume-weighted average market
       capitalization reaches $82,000,000;

   (b) a further 7,470,000 shares of common stock would have been
       issued when and if DUMA's 10-day volume-weighted average
       market capitalization reaches $196,000,000; and

   (c) a further and final 12,450,000 shares of common stock would
       have been issued when and if Duma's 10-day volume-weighted
       average market capitalization reaches $434,000,000.

Previously in anticipation of the Agreement, HCN accepted
1,859,879 shares of unregistered DUMA common stock at market value
as full payment for DUMA's indebtedness to HCN in the amount of
$3,589,567.  A condition to the closing of the Agreement is that
HCN will have sold its 1,859,879 shares of DUMA common stock.
Other conditions to closing are that:  Hydrocarb Corporation has
received an independent resource estimate from Netherland, Sewall
& Associates, Inc., on its Namibia Concession; DUMA will have
received majority shareholder consent to change its name to
"Hydrocarb Energy Corporation" and to increase its authorized
shares to one billion shares of stock; and DUMA will have
designated the Series A 7 Percent Convertible Voting Preferred
Stock.  The Company anticipates closing the Agreement during the
second week of December 2013.

A copy of the Stock Exchange Agreement is available for free at:

                        http://is.gd/NUdRzl

                         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.


EASTCOAL INC: B.C. Court Extends Proposal Deadline to Jan. 17
-------------------------------------------------------------
EastCoal Inc. disclosed that on Dec. 5, 2013 the Supreme Court of
British Columbia granted the Company a 43-day extension to make a
proposal to its creditors under the Bankruptcy and Insolvency Act
(Canada).  The extension has the effect of allowing the Company
until Jan. 17, 2014 in which to make a proposal to creditors.

EastCoal Inc. owns the Verticalnaya anthracite mine, which is
operated by its 100% owned subsidiary East Coal Company.


ECOTALITY INC: Lease Decision Period Extended to Dec. 11
--------------------------------------------------------
The Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona approved a stipulation extending until
Dec. 11, 2013, Electric Transportation Engineering Corporation
doing business as Ecotality North America, et al.'s time to assume
or reject executory contracts and unexpired leases pursuant to the
asset purchase agreement dated Oct. 10, 2013.

The stipulation was entered among the sellers, and Blink
Acquisition, LLC.  With respect to all such extended deadline
contracts, the assumed contract deadline is Dec. 11, (except that
with respect to Railroad Properties the assumed contract deadline
is Nov. 30, 2013); provided, however, Blink will be responsible
for all carrying costs with respect to any extended deadline
contract as further provided in the APA and the sale order, until
Blink makes a decision to designate any extended deadline contract
as an accepted contract or a non-accepted contract.

                       About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Ecotality,
Inc., disclosed $38,913,918 in assets and $108,197,080 in
liabilities as of the Chapter 11 filing.  Unlike most companies in
bankruptcy, Ecotality has no secured debt.  It simply ran out of
money.  There's $5 million owing on convertible notes, plus
liability on leases.  Part of pre-bankruptcy financing took the
form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when
$84.8 million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.  Carolyn
J. Johnsen, Esq., at Jennings, Strouss & Salmon, P.L.C. represents
the Committee.

In October 2013, the bankruptcy judge cleared Ecotality to sell
its assets after three separate bidders offered $4.3 million in
total for the company's assets at an auction.


EDISON MISSION: Files Plan With Creditors' Recoveries
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edison Mission Energy, the independent power producer
in bankruptcy for a year, filed a revised reorganization plan and
disclosure materials on Dec. 3 supplying details absent from the
versions originally submitted on Nov. 15.

According to the report, the plan is based on a sale of the
business to NRG Energy Inc., described as the largest competitive
power producer in the U.S. So creditors can vote, there will be a
hearing on Dec. 18 for approval of the disclosure statement.

Princeton, New Jersey-based NRG will pay $2.64 billion, including
$2.29 billion in cash and $350 million in stock. Under the plan,
secured creditors and unsecured creditors of the operating
companies with claims of as much as $678 million would be paid in
full.

Unsecured creditors of EME with $3.86 billion in claims would
split up what remains of the purchase price and the NRG stock,
resulting in a recovery ranging from full payment down to 57.3
percent. Were the company liquidated, EME estimates those
creditors at most would recover 46.8 percent.

EME's subordinated creditors receive nothing under the plan.

In October, the bankruptcy court in Chicago approved a support
agreement outlining the plan. EME is a subsidiary of non-bankrupt
Edison International Inc.

The plan is supported by "all of the debtor's major stakeholders,"
including the official creditors' committee and holders of 45
percent of the senior unsecured notes, EME previously said.

EME's $1.2 billion in 7 percent senior unsecured notes maturing in
2017 traded for 74.18 cents on the dollar, up 41 percent from
immediately before bankruptcy, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

                      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.


EDWIN WATTS: Hilco Global Completes $40MM Acquisition of Assets
---------------------------------------------------------------
Hilco Merchant Resources, a unit of Hilco Global, on Dec. 5
disclosed that it has completed a $40 million deal to purchase all
the assets of the venerable golf retail brand Edwin Watts, in
partnership with GWNE, Inc., an affiliate of Worldwide Golf Shops.
The transaction was approved by the bankruptcy court and closed on
Dec. 5, which resulted from the chapter 11 bankruptcy filing by
the retailer on November 04, 2013.

Hilco Merchant Resources plans to immediately leverage its
extensive retail expertise to assist in the revitalization
worldwide of the struggling golf retail chain.  The strategic
rationalization of the Edwin Watts store portfolio and its overall
retail inventory will include disposing of any surplus retail
assets and/or liabilities through a major store closing event
commencing on Friday December 06, 2013.  Hilco Merchant Resources
and its partner in the deal, GWNE Inc. (the owner of other golf
retailers such as Van's Golf Shops, Roger Dunn Golf Shops and The
Golf Mart), indicated that it plans to continue to operate a 48
stores under the Edwin Watts name, while disposing of 42
underperforming locations.

Cory Lipoff, a Principal of Hilco Merchant Resources said "we are
thrilled to assist Worldwide as the brand grows from a strong
regional player in the golf sector to a significant national
player.  As retail specialists, we are certain that the Edwin
Watts nameplate will continue to be a strong and significant brand
in the retail golf category."

Mr. Lipoff added that "Hilco Merchant Resources' role is to manage
all aspects of the strategic rationalization process enabling the
management team to focus on the ongoing operations.  In all of our
retail transactions we seek to maximize the return on any excess
inventory and then work to transition the customer base to new or
existing locations while simultaneously minimizing expenses and
protecting the brand."

                     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.


ELBIT VISION: Shareholders Re-elect Amos Uzani as Director
----------------------------------------------------------
Elbit Vision Systems Ltd. held an Extraordinary General Meeting of
Shareholders on Dec. 2, 2013, at 11:00 Israel time at the offices
of Yigal Arnon & Co., 1 Azrieli Center, 46th Floor, Tel-Aviv,
Israel.

The Company said that the resolutions relating to: (i) the
approval of a compensation policy for the Company's directors and
office holders, in accordance with the requirements of the Israeli
Companies Law 5799-1999; and (ii) the re-election of Mr. Amos
Uzani as an external director for an additional three-year term,
commencing immediately following the termination of his current
term on Dec. 11, 2013, were duly passed at the Meeting.

At the Meeting, shareholders were also presented with the
financial statements of the Company for the fiscal year ending
Dec. 31, 2012, and had an opportunity to review, ask questions and
comment on the financial statements for the fiscal year ended
Dec. 31, 2012.

                        About Elbit Vision

Based in Caesarea, Israel, Elbit Vision Systems Ltd. (OTC BB:
EVSNF.OB) offers a broad portfolio of automatic State-of-the-Art
Visual Inspection Systems for both in-line and off-line
applications, and process monitoring systems used to improve
product quality, safety, and increase production efficiency.
The Company reported income of US$824,000 in 2012, as compared
with income of US$1.08 million in 2011.

The Company's balance sheet at June 30, 2013, showed $3.49 million
in total assets, $3.47 million in total liabilities and $19,000
shareholders' equity.


EMPRESAS OMAJEDE: Has Until Dec. 18 to File Plan and Disclosures
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
granted Empresas Omajede, Inc., an extension of 30 days from Nov.
18, 2013, or until Dec. 18, 2013, of the deadline to file its
Disclosure Statement and Plan of Reorganization.

The Debtor was represented by Charles A. Cuprill, PSC Law Offices
until its resignation on Oct. 18, 2013.  At the time of the
resignation, Cuprill requested 30 days for the Debtor to retain
substitute counsel and file a Disclosure Statement and Plan of
Reorganization, which was granted by the Court on Oct. 28, 2013.
While the order was entered on Oct. 28, 2013, the order indicates
that the actions are due by Nov. 18, 2013.

                      About Empresas Omajede

Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Nelson E. Galarza serves as financial advisor.

The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules.  The Debtor is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets
located at La Ectronica Building, 1608 Bori St., in San Juan,
Puerto Rico.


EQUIPOWER RESOURCES: Moody's Affirms B1 Rating on Upsized Debt
--------------------------------------------------------------
Moody's Investors Service affirmed EquiPower Resources Holdings'
B1 rating on its 1st lien debt facilities consisting of $1.4
billion of 1st lien term loans and $146 million of 1st lien
revolving credit and letter of credit facilities. The rating
outlook is stable.

EquiPower plans to acquire the 444 MW Richland gas/oil fired
peaking plant and the 20 MW Stryker oil fired peaking plant
(together 'RSG') both located in Ohio. Financing to purchase RSG,
pay transaction costs, and fund incremental reserves are expected
to be sourced from $125 million of additional 1st lien debt, $31
million of new equity, balance sheet cash, and a draw on the
Project's 1st lien revolving credit facility.

Ratings Rationale:

The B1 rating affirmation reflects Moody's view that the RSG
acquisition is largely credit neutral for EquiPower. Moody's
expects the RSG acquisition will result in a very modest
improvement in consolidated cash flow metrics under Moody's
conservative case with average FFO/Debt of around 7% and DSCR of
1.8 times. Moody's also views positively RSG's contribution of
contracted cash flows sourced from known PJM capacity revenues
through April 2017, additional asset diversity, and RSG's location
in PJM's capacity constrained ATSI zone. These benefits are offset
by the additional debt taken on by EquiPower to fund the majority
of the acquisition cost that will modestly increase the debt to
total capital ratio. As part of the acquisition, Moody's also
understands that EquiPower will also moderately expand its various
additional indebtedness and permitted lien baskets under its
credit agreement, which is marginally negative. The rating
affirmation also considers the completion of Kincaid's SO2
scrubbers, which were completed prior to the January 1, 2014
requirement date with the Illinois EPA.

The main credit factors supporting EquiPower's B1 rating are a
diversified portfolio of nine assets across five states with
transparent capacity and energy markets, known capacity prices
through part of 2017, and some project finance features including
the inability to sell the Liberty plant and a 100% excess cash
sweep. Moody's considers EquiPower's diversification across multi-
regions to be a key strength that helps blunt the impact of new
environmental regulations at Kincaid. Additional credit strengths
include enhanced liquidity via the approximately $87 million of
expected availability under the project's $127 million revolving
credit facility, the attractive competitive position of four of
the main cash flow generating plants, and EquiPower's resiliency
to Moody's conservative cases, albeit with low metrics. The rating
also incorporates sizeable merchant energy and capacity exposure,
high leverage at approximately 67% debt to total capital,
heightened environmental risks at Kincaid, refinancing risk, and
financial metrics in the 'B' category under Moody's conservative
scenarios. The rating also considers some covenant weaknesses
including a lack of financial covenants for the 1st lien term
loans and an ability to sell assets (except Liberty) with sharing
of net proceeds subject to minimum debt paydown.

EquiPower's stable outlook reflects Moody's expectation of
consolidated FFO/Debt of around 7% and a Debt Service Coverage
Ratio (DSCR) of around 1.8 times under conservative assumptions.
The stable outlook also considers Moody's view that energy prices
will moderately improve over time.

In the short-run, limited prospects exist for a rating upgrade.
Over the longer term, positive trends that could lead to an
upgrade include substantial debt reduction according to the
management case or significant additional contracted cash flows
that sustain 'Ba' category financial metrics under Moody's
methodology, along with the resolution of any environmental
uncertainty at Kincaid.

The rating could be downgraded if EquiPower incurs multiple
operating problems, if the EquiPower's financial metrics fall
below expectations or if EquiPower's debt amortization ends up
being significantly below forecasted levels. Additionally, the
inability to extend the revolving credit facility well-in advance
of the 2017 maturity or environmental costs substantially higher
than expected at Kincaid could pressure EquiPower's credit
quality.

EquiPower expects to have full or partial ownership interests in
nine power projects totaling a net 4,685 MW. The projects consist
of the 812 MW Lake Road and 548 MW Milford projects in
Connecticut, the 444 MW Richland plant and 20 MW Stryker plants in
Ohio, 568 MW Liberty asset in Pennsylvania, the 1,100 MW Kincaid
coal plant in Illinois, 50% interest in the 1,487 MW Elwood plant
in Illinois, and the 264 MW MassPower and 168 MW Dighton projects
in Massachusetts. EquiPower is owned by EquiPower Resources Corp.
EquiPower Resources Corp is owned by a private equity fund managed
by Energy Capital Partners and several of the funds co-investors.
Energy Capital Partners manages private equity funds that invest
in the power generation, midstream gas, renewable energy, and
electric transmission sectors of North America's energy
infrastructure.


EVANGELICAL HOMES: Fitch Affirms 'BB+' Rating on $23MM Bonds
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued on behalf of Evangelical Homes of Michigan (EHM).

-- $23,910,000 Michigan Strategic Fund series 2013

-- $10,470,000 Economic Development Corporation of the City
   of Saline (MI) series 2013

The Rating Outlook is Stable.

Security:

The bonds are secured by a pledge of unrestricted receivables of
the Obligated Group, a mortgage on the revenue-generating property
and structures on the three campuses, and two separate debt
service reserve fund.

Key Rating Drivers:

Improving Operating Profitability: Operating performance has
consistently improved since 2010 due to effective strategic
planning and expense management. Net operating margin improved to
5.4% in fiscal year ended April 30, 2013 from 4.3% in fiscal 2011,
and rose to 7.0% in the six month interim period ending Oct. 31,
2013 (the interim period).

Light Debt Burden: EHM's debt burden is light, with maximum annual
debt service (MADS) equal to 5.1% of revenue in fiscal 2013
relative to Fitch's 'BBB' category median of 12.4%. The light debt
burden allows for solid MADS coverage of 1.3x in fiscal 2013 and
1.9x in interim period.

Adequate Liquidity: Unrestricted cash and investments decreased
19% since April 30, 2012 to $13 million at Oct. 31, 2013 due to
continued capital spending and interim timing issues. Liquidity
metrics remain mixed relative to 'BB+' peers with a solid 5.1x
cushion ratio and a light 34% cash to debt.

Consistently Strong Occupancy: Strong and consistent occupancy is
a key credit strength. EHM has maintained solid occupancy levels,
with ILU, ALU, and skilled nursing facility (SNF) occupancy
averaging 90.3%, 90 %, and 95.1%, respectively, since fiscal 2010.

HIGH EXPOSURE TO SKILLED NURSING: With over 70% of total
consolidated revenues generated from skilled nursing facilities,
Fitch believes EHM is more vulnerable to reimbursement changes and
to relatively higher rates of attrition than communities with
higher proportions of assisted and independent living units.

Rating Sensitivities:

Maintenance of Operating Performance: Fitch expects that occupancy
levels will be maintained and that operating performance will
continue at current levels, providing consistent cash flow to
maintain strong debt service coverage and to provide for liquidity
growth.

Credit Profile:

Headquartered in Farmington, MI, EHM provides home support, senior
housing, skilled healthcare, rehabilitation, hospice care and
memory support services in southeastern Michigan with primary
operations located in Saline and Sterling Heights, MI. Total
operating revenues equaled $49 million in fiscal 2013. Fitch's
analysis is based upon the consolidated entity of which the
obligated group accounts for 100% of total assets and 99% of total
operating revenues. EHM covenants to provide quarterly disclosure
within 45 days of each fiscal quarter end and annual disclosure
within 120 days of fiscal year-end. Disclosure is provided through
the Municipal Securities Rulemaking Board's EMMA website.

Improving Operating Profitability:

EHM's operating performance has consistently improved since 2010
due to effective strategic planning and expense management.
Operating ratio improved to 97.6% in fiscal 2013 from 98.7% in
fiscal 2011 while net operating margin increased from 4.3% to
5.4%. The improvement is primarily due to the opening of the
Redies Center, a rehabilitation center, in fiscal 2012 and an
improved payor mix. Profitability continued to improve in the
interim period with net operating margin equal to 7.0%. The
increase was primarily due to increased occupancy rates.

Light Debt Burden:

EHM's light debt burden, with MADS equal to 5.1% of revenues in
fiscal 2013, allows for solid MADS coverage of debt service.
Revenue-only MADS coverage of 1.3x and 1.6x in fiscal 2013 and
2012, respectively, compare favorably to Fitch's 'BBB' category
median of 0.9x and is strong relative to 'BB+' category peers. The
strong interim period operating performance improved revenue only
MADS coverage to 1.9x.

Adequate Liquidity Metrics:

Liquidity metrics are mixed but remain adequate for the rating
category. Unrestricted cash and investments continued to decrease
19% from $16 million at April 30, 2012 to $12.7 million at October
31, 2013. The decrease was primarily due to continued capital
spending and interim timing issues. Cushion ratio is solid for the
rating category at 5.1x while both cash to debt and days cash on
hand of 34% and 88.4 days, respectively, are weak for the rating
category. Capital spending is expected to decrease going forward
which should allow for strengthening of EHM's liquidity metrics.

Consistently Strong Occupancy:

EHM has maintained consistently strong occupancy levels. ILU, ALU
and SNF occupancy averaged 90.3%, 90% and 95.1% since fiscal 2010,
respectively and equaled 94.6%, 96.2% and 96.7% at October 31,
2013. ALU occupancy decreased to 77.0% at April 30, 2011 due to
the addition of 34 memory care units. ALU occupancy rebounded to
95.2% at April 30, 2012 reflecting the successful execution and
fill up of the memory care units.

High Exposure to Skilled Nursing:

Fitch's primary credit concern continues to be EHM's reliance on
skilled nursing services which accounted for approximately 75% of
total consolidated revenues in fiscal 2013. Fitch believes EHM's
relatively high proportion of skilled nursing units to total units
(319 units out of a total of 465 units) make it inherently more
vulnerable to Medicare and Medicaid reimbursement changes, and to
relatively higher rates of attrition.


EWGS INTERMEDIARY: Hilco Joint Venture Wins Auction
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a joint venture between Hilco Merchant Resources LLC
and GWNE Inc. won the Dec. 4 auction for Edwin Watts Golf Shops
LLC, the bankrupt golf retailer.

According to the report, EWGS, based in Fort Walton Beach,
Florida, filed for Chapter 11 protection on Nov. 4 planning to
sell to the Hilco joint venture absent a better offer. A joint
venture including liquidator Gordon Brothers Retail Partners LLC
came in second in the competitive bidding. A hearing to approve
the sale is set for Dec. 6.

The Hilco joint venture initially offered $45 million. EWGS hasn't
disclosed how much the price rose during the auction.

The initial proposal from the joint venture assumed that a
"significant number" of stores would continue to operate after the
sale, while Hilco would liquidate the rest.

                     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.


EXCEL MARITIME: Hearing on Revised Plan Disclosures Today
---------------------------------------------------------
Excel Maritime Carriers Ltd. has overhauled its proposed
bankruptcy exit plan after the company reached an agreement on the
terms of a consensual restructuring with parties holding more than
80% of the secured debt, the official committee of unsecured
creditors, Ivory Shipping, Inc., and other key constituents.

The Debtors will ask the bankruptcy court at hearing today,
Dec. 6, 2013 at 2:00 p.m. (Eastern Time), to approve the adequacy
of the explanatory disclosure statement so that it can begin
sending solicitation packages and schedule a plan confirmation
hearing.

The Debtors are soliciting acceptances from two classes: (i)
holders of secured obligations under Excel's senior secured
syndicate credit facility, and (ii) holders of general unsecured
claims and holders of unsecured deficiency claims.

Approximately $765 million is outstanding under the syndicate
credit facility, after recognition of the adequate protection
payment of $6.2 million in October.  Because the value of the
collateral securing the facility is less than the amount
outstanding, and assuming adequate protection payment is made on
Jan. 2, 2014, the claims are bifurcated into (i) a secured claim
of $579 million, and (ii) an unsecured deficiency claim of $180
million.

The Debtors, with the assistance of their investment banker,
estimate their total enterprise value to be between $605 million
and $655 million, with a mid-point of $630 million.  In the pre-
negotiated plan, the Debtors estimated the enterprise value at
$575 million to $625 million.

Under the Plan:

   -- Holders of administrative claims estimated at $22.1 million
(original plan projected $12.2 million) will be paid in full.

   -- The syndicate credit facility lenders with claims totaling
$579 million will recover 98.6% (original plan projected a 77%
recovery).  They will receive a restructured debt obligation in
the amount of $300 million and $83.3% of the equity in the
reorganized debtor.  Holders of 82.9% of the syndicate credit
facility claims have already signed on to a plan term sheet.

   -- The lenders are waiving their syndicate credit facility
deficiency claims but these claims will be allowed solely for
voting purposes.  The deficiency claims are expected to total $180
million.

   -- Unsecured claims, excluding the syndicate credit facility
claims, are expected to total $163.4 million and holders of these
claims are slated to recover 15.9% (original plan projected 7.6%
recovery).  Holders of general unsecured claims will receive: (i)
8% of the stock in reorganized Excel, subject to dilution on
account of the co-investment rights offered to such holders, (ii)
the right to purchase up to an additional 1.5% of the total
outstanding equity in reorganized Excel, at the price of $16.25
per share, and (iii) the right to purchase up to an additional
1.4% of the total outstanding equity, at an offering price of
$17.25 per share.  The creditors committee and certain noteholders
have signed on to the term sheet.

   -- Ivory Shipping, which is associated with Excel chief Gabriel
Panayotides, will purchase between 7.1% to $10.1% of the stock in
reorganized Excel for $25 million and up to $35 million,
respectively.  The Debtor's business will continue to be managed
by existing management, led by Mr. Panayotides.  In light of the
expertise of Mr. Panayotides and existing management, the
syndicate facility lenders have agreed to afford them incentives
through a combination of a management incentive plan and the offer
to Ivory to purchase shares.

   -- Holders of existing security in Excel won't receive anything
on account of those interests.

A black-lined copy of the Disclosure Statement with Respect to the
Amended Joint Plan of Reorganization filed Nov. 6, 2013, is
available for free at:

  http://bankrupt.com/misc/Excel_Maritime_1st_Amended_DS.pdf

                       Old Plan vs. New Plan

According to Robertson Maritime Investors, LLC, the Plan contains
the following major changes from the earlier version:

   a. There is no Christine Shipco Note to fund unsecured claims;
creditors receive restricted stock rights in a foreign company
instead.

   b. There will be "Minority Protections" on the stock of Holdco
in favor of the Panyotides family, but the exact language has not
been disclosed.

   c. There will be a "Management Incentive Program", the
provisions of which will remain undisclosed until four days before
the voting deadline, in favor of the Panyotides Family.

   d. The ownership of the Debtor and control of the board will no
longer be in the Panyotides family, but there are understandings
with the family about future ownership.

   e. Instead of the 1111(b) election, the secured lenders will
reduce their secured claim but hold a large unsecured deficiency
claim, which will be waived in exchange for stock and the consent
of Class 8.

   f. Instead of a portion of the proceeds from a note, the
unsecured creditors will receive a percentage of ownership of the
reorganized debtor, which have different (perhaps undisclosed) tax
implications.

   g. There will be a rights offering to unsecured creditors to
acquire stock based on their claims.

   h. The Plan Support Agreement is gone.

                 Robertson Says Plan Unconfirmable

At the Dec. 6 hearing, the Debtors will be facing an objection by
Robertson Maritime Investors, which also filed an objection to the
original version of the plan documents.

Robertson says it became involved in the Debtors' bankruptcy when
it learned that Excel and its subsidiary Bird Acquisition Corp.
had purported to transfer a majority interest in Christine Shipco,
which interest was subject to a right of first offer in favor of
Robertson ("ROFO").  Bird and Excel also caused Christine Shipco
to take significant actions to revise loan documents without board
approval or notice to Robertson, who has half the seats on the
two-person board.

Hugh M. Ray, III, Esq., at McKool Smith P.C., counsel, explains,
"For Robertson, this prolix and confusing Disclosure Statement
does not explain how the Plan handles the central concern of
Robertson's previous objections -- whether Robertson's ROFO on
Christine Shipco interests is reinstated after the Plan, or
whether the ROFO was breached and claims for violation of the ROFO
are limited to an unsecured claim.  The Plan described remains
facially unconfirmable because it illegally forces third parties
to release claims against non-debtors."

A full-text copy of Robertson's objection is available for free
at: http://bankrupt.com/misc/Excel_DS_Robertson_Objection.pdf

Robertson Maritime is represented by:

         MCKOOL SMITH P.C.
         Peter S. Goodman, Esq.
         Michael R. Carney, Esq.
         One Bryant Park, 47th Floor
         New York, NY 10036
         Telephone: (212) 402-9400
         Facsimile: (212) 402-9444

              ? and ?

         Hugh M. Ray, III, Esq.
         600 Travis, Suite 7000
         Houston, TX 77002
         Telephone: (713) 485-7300
         Facsimile: (713) 485-7344

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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


EXCELLIUM INC: Intends to File Bankruptcy Proposal in Canada
------------------------------------------------------------
Excellium Inc., a Tier II issuer listed on the TSX Venture
Exchange, disclosed that it has filed on Dec. 4 with the Office of
the Superintendent of Bankruptcy a notice of intention to submit a
proposal to its creditors pursuant to the Bankruptcy and
Insolvency Act (Canada), appointing Raymond Chabot Inc. as trustee
pursuant thereto.

Excellium also disclosed that it will be filing a motion in the
coming days with the Commercial Chamber of the Superior Court of
Quebec seeking authorization to sell certain assets relating to
its electronic security division, which constitute substantially
all of Excellium's assets, to Site Integration Plus Inc., and for
a vesting order.  The proceeds of the sale will be distributed to
the Corporation's secured creditors in accordance with their rank.
The motion is expected to be heard by the Superior Court shortly
after it is filed.

The foregoing steps are taken as a result of the continuing
deterioration of Excellium's precarious liquidity and financial
position.  Excellium has continued to experience negative
operating cash flows, ongoing working capital deficits and cash
shortfalls.  The sale of the Corporation's Security Division to
SIP is further to and consistent with the strategic review process
announced by Excellium on August 29, 2013, which was undertaken to
maximize value for shareholders and other stakeholders of
Excellium, and has resulted from a competitive bid solicitation
process overseen by the Corporation's board of directors with the
assistance of Raymond Chabot Grant Thornton.

The terms of the sale to SIP, including the consideration payable
and other key terms of the transaction, will be disclosed once
Court approval for the transaction has been obtained.  The terms
of the transaction will remain confidential pending Court approval
as the disclosure of such information prior to securing such
approval would be prejudicial to Excellium and its ability to
negotiate an alternative transaction in the event the Court
refuses to grant Excellium's motion.

If approved by the Court, closing of the sale of the Security
Division to SIP will occur shortly thereafter.  Excellium will
continue to own and operate its remaining business unit, the
Electronic Identification division, and will continue to explore
strategic alternatives in that regard.  There can be no assurance
that such exploration of strategic alternatives will result in a
transaction being pursued, entered into or consummated.  Excellium
does not intend to discuss or disclose developments with respect
to this process until its board of directors has approved a
definitive course of action.

Excellium will submit a proposal to its creditors in due course
and will make further announcements in that regard at the
appropriate time.

Excellium -- http://www.sedar.com-- is a security company
specialized in biometrics identity systems and proactive security
management and in the integration of security products for the
institutional and industrial markets.  Excellium is active in two
distinct but complementary lines of business: electronic security,
which includes security management, access control and video
surveillance, and electronic identification, comprising background
checks and biometric identification.


FAIRFAX HOMES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Fairfax Homes, Inc.
        16843 Harbour Town Drive
        Silver Spring, MD 20905

Case No.: 13-00744

Chapter 11 Petition Date: December 4, 2013

Court: United States Bankruptcy Court
       for the District of Columbia (Washington, D.C.)

Judge: Hon. Martin Teel, Jr.

Debtor's Counsel: Marc Harvey Sliffman, Esq.
                  11501 Georgia Ave., Suite 307
                  Wheaton, MD 20902
                  Tel: 301-946-7650
                  Email: marcsliff@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mohamedreza Damani, president.

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


FIRST STAR: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: First Star Properties, LLC
        89 Broad St
        Keyport, NJ 07735

Case No.: 13-36542

Chapter 11 Petition Date: December 4, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: Richard J. Kwasny, Esq.
                  KWASNY & REILLY
                  53 South Main St.
                  Yardley, PA 19067
                  Tel: (215) 321-0300
                  Fax: (215) 321-9336
                  Email: kwasnylaw@aol.com

Estimated Assets: not disclosed

Estimated Liabilities: $500,001 to $1 million

The petition was signed by Nathaniel C. Chadwick, president.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-36542.pdf


FLETCHER INT'L: Gets $300,000 Damage Award in Suit v. ION
---------------------------------------------------------
The Court of Chancery of Delaware imposed a monetary damage award
of $300,000 to Fletcher International Limited in its lawsuit
against ION Geophysical Corporation, formerly known as
Input/Output, in connection with a $40 million bridge financing
obtained by ION that was a minor portion of a much larger
transaction, which bridge loan allegedly violated Fletcher's right
to consent to the note issuance.

The Chancery Court also held that because Fletcher has subjected
ION to unnecessary prejudice and expense by violating its
discovery obligations, attempting to circumvent the rulings of the
court, and changing its damages theories, the court exercises its
discretion to award pre-judgment interest calculated at two-thirds
of the statutory rate, compounded on an annual basis.  The court
will not entertain any further applications for fee-shifting.

In the fall of 2009, ION needed a transaction that would provide
it with liquidity and enable it to continue operating and avoid
bankruptcy.  To alleviate its financial woes, ION reached an
agreement to contribute its land equipment business to a newly
formed joint venture with BGP Inc., a Chinese state-owned
enterprise.  This was a strategically important investment for the
Chinese government and its state-owned bank, the Bank of China,
stepped in to help BGP secure the deal.  As part of that help, the
Bank of China provided ION with $40 million in bridge financing to
give ION a cushion to ensure that it could operate through the
closing of that transaction.  ION already had a credit facility in
place under which it borrowed money on a revolving basis from a
consortium of banks, so the Bank of China provided the bridge
financing by entering into the existing credit facility.  In
connection with the bridge financing, ION International S.ar.l.,
an ION subsidiary, issued a $10 million convertible promissory
note to the Bank of China without obtaining Fletcher's consent.
The only consent right Fletcher had over the deal was over the $40
million bridge loan.  The much larger overall BGP Transaction, in
which BGP contributed between $195 million and $245 million in
consideration to ION, was one that Fletcher had no right to veto.

ION is a Delaware corporation headquartered in Houston, Texas,
that provides technology-focused services and equipment to the
global energy industry, particularly to exploration and production
clients in the oil industry.  ION's stock is listed on the New
York Stock Exchange.  ION S.a.r.l. is a wholly-owned subsidiary of
ION, incorporated in Luxemburg.

On Feb. 15, 2005, ION entered into an Agreement with Fletcher, a
hedge fund organized in Bermuda, under which Fletcher paid $30
million to purchase 30,000 shares of Series D-1 Cumulative
Convertible Preferred Stock of ION at a price of $1,000 per share
and received the right to purchase up to 40,000 additional shares
of ION at the same price and on similar terms and conditions.
Fletcher exercised its right to purchase additional shares under
the agreement in 2007 and 2008 by purchasing 5,000 shares of
Series D-2 Cumulative Convertible Preferred Stock and 35,000
shares of Series D-3 Cumulative Convertible Preferred Stock,
respectively.  Each of the three series of Preferred Stock was
governed by a Certificate of Rights and Preferences with
substantially similar terms that included a provision giving
Fletcher the right to consent to the issuance of any security
issued by a wholly-owned subsidiary of ION.

Fletcher's investment in ION was essential to Fletcher's own
survival, which was unusual even for an aggressive hedge fund. As
of Dec. 31, 2008, the Preferred Stock made up 43.25% of Fletcher's
investment portfolio.  By December 31, 2009, the Preferred Stock
made up 65.68% of Fletcher's investment portfolio.  Thus, Fletcher
had staked its future on ION and taken a large, non-diversified
risk by placing nearly two-thirds of its assets in a single
investment -- an investment that came with no control rights or
board seats.

The suit is FLETCHER INTERNATIONAL, LTD., Plaintiff, v. ION
GEOPHYSICAL CORPORATION, f/k/a INPUT/OUTPUT, INC. and ION
INTERNATIONAL S.ar.l., Defendants, Civil Action No. 5109-CS (Del.
Chancery).

A copy of the Chancery Court's Dec. 4, 2013 Memorandum Opinion is
available at http://is.gd/f23ta0from Leagle.com.

Attorneys for Plaintiff Fletcher International, Ltd., are:

     Kevin G. Abrams, Esq.
     J. Peter Shindel, Jr., Esq.
     Daniel A. Gordon, Esq.
     ABRAMS & BAYLISS LLP
     20 Montchanin Road, Suite 200
     Wilmington, DE 19807
     Tel: 302-778-1002
     Fax: 302-261-0295
     E-mail: Abrams@AbramsBayliss.com
             Shindel@AbramsBayliss.com
             Gordon@AbramsBayliss.com

Attorneys for ION Geophysical Corporation and ION International,
S.ar.l. are:

     Kenneth J. Nachbar, Esq.
     Leslie A. Polizoti, Esq.
     Ryan D. Stottmann, Esq.
     Angela C. Whitesell, Esq.
     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
     1201 North Market Street, 16th Floor
     P.O. Box 1347
     Wilmington, DE 19899-1347
     Tel: (302) 351-9294
     Fax: (302) 425-3013
     E-mail: knachbar@mnat.com

                 About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., at Luskin, Stern & Eisler LLP as his
counsel.

In November 2013, Richard J. Davis, the Chapter 11 trustee
appointed in the bankruptcy case of Fletcher International, filed
a proposed Plan of Liquidation for the Debtor.


FLINTKOTE COMPANY: Calif. Court Dismisses Aviva's Suit
------------------------------------------------------
Judge Susan Illston of the United States District Court for the
Northern District of California granted defendant The Flintkote
Company's motion to dismiss and dismissed without prejudice the
declaratory action filed by Commercial Union Assurance Company
Ltd., now known as Aviva PLC.

CU U.K. asked the bankruptcy court overseeing Flintkote's Chapter
11 case to compel Flintkote to resolve through arbitration their
disputes arising from an agreement concerning asbestos-related
claims.  Flintkote moved to dismiss CU U.K.'s action in light of
an action the company first filed in a Delaware district court,
which tackles the same factual and legal issues.

Judge Illston found that the interests of comity, consistency, and
judicial economy dictate that the action be dismissed.  Judge
Illston noted that the parties do not dispute that the issues in
CU U.K.'s claim for declaratory relief are identical to those in
the Delaware action.  Judge Illston also noted that CU U.K. will
have the opportunity to resolve all issues it sought to have
adjudicated in arbitration.  If CU U.K. is successful with its
appeal before the U.S. Court of Appeals for the Third Circuit, it
may once again move the Delaware court to dismiss or transfer the
case, and it will be provided a full opportunity to vindicate its
rights in that court, Judge Illston said.

The case is AVIVA PLC, formerly known as COMMERCIAL UNION
ASSURANCE COMPANY LTD., Plaintiff, v. THE FLINTKOTE COMPANY,
Defendant, NO. CV 13-00711 SI (N.D. Calif.).  A full-text copy of
Judge Illston's Nov. 21, 2013, order is available at
http://is.gd/9GxnKafrom Leagle.com.

                    About The Flintkote Company

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

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

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


FRESH & EASY: Completes Sale, Name Becomes Old FENM
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fresh & Easy Neighborhood Market Inc. was authorized
by the bankruptcy court on Nov. 22 to sell about 150 supermarkets
plus a production facility in Riverside, California, to Ron
Burkle's Yucaipa Cos.

According to the report, the sale was completed four days later,
according to a filing in U.S. Bankruptcy Court in Delaware. In
compliance with the purchase agreement, the bankrupt company
changed its name, and the name of the case, to Old FENM Inc.

FENM is in the process of selling leases and real estate that
weren't purchased by Yucaipa. The company filed for Chapter 11
protection in September with 167 stores in the western U.S. It
also owned 61 non-operating locations and leased 36 non-operating
stores.

                  About Fresh & Easy Neighborhood

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

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

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehi & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.


GATEHOUSE MEDIA: S&P Withdraws 'D' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on U.S. local newspaper publisher GateHouse Media
Operating Inc.  At the same time, S&P withdrew its 'D' issue-level
ratings on the company's senior secured debt, which was recently
refinanced upon the company's emergence from Chapter 11
bankruptcy.  S&P withdrew the ratings because it lacks adequate
financial information to maintain surveillance.


GELT PROPERTIES: Okayed to Foreclose on Berwick Property
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved Gelt Properties, LLC, et al.'s foreclosure upon the real
property located at 1043-1047 Salem Boulevard, Berwick,
Pennsylvania, pursuant to Sections 105(a), 362 and 363 of the
Bankruptcy Code.

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

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

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

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

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


GENERAL MOTORS: Pulls Chevy From Europe to Focus on Opel, Vauxhall
------------------------------------------------------------------
Sarah Sloat and Jeff Bennett, writing for The Wall Street Journal,
reported that General Motors Co. is abandoning a strategy of
making Chevrolet its global calling card and will pull the brand
from Europe to focus on promoting its German-made Opel nameplate
in the region.

According to the report, most Chevrolet sales will halt in Eastern
and Western Europe by the end of 2015 as the U.S. auto maker puts
its marketing muscle behind Opel and Vauxhall, its British sister
brand. Only "iconic" Chevrolet vehicles, such as the Corvette,
will be sold in those regions. GM will continue to expand its
Cadillac luxury-car marketing in Europe.

"The decision to focus on growing Chevrolet's presence in Europe
was made years ago when Opel's future was in question," GM Vice
Chairman Steve Girsky said in an interview. "It has become clear
that Chevrolet's results have become unacceptable, and we have to
make a resource-allocation decision here. Opel is gaining
momentum, and the Chevrolet resources will be redeployed to help
that and grow the brand elsewhere."

Opel and Vauxhall have had rocky past performance and face strong
competition, the report related.  GM has taken steps to overhaul
the operations, including paring capacity and releasing the Mokka
small sport-utility vehicle.

GM will take a charge of between $700 million and $1 billion as it
winds down Chevrolet's presence, which may allow some of its
dealers to shut their doors, the report further related.  Much of
that cost will be reported during the current quarter, and the
rest booked in the first half of 2014. The auto maker says Europe
is still on track to return to profitability by mid-decade.

                       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.


GENOIL INC: Incurs C$369,767 Net Loss for 3 Qtrs. Ended Sept. 30
----------------------------------------------------------------
Genoil Inc. filed with the U.S. Securities and Exchange Commission
its interim consolidated financial statements for the period ended
Sept. 30, 2013.

Genoil reported a net loss of C$369,767 for the nine months ended
Sept. 30, 2013.  As of Sept. 30, 2013, the Company had C$2.40
million in total assets, C$4.66 million in total liabilities and a
$2.26 million deficit.

"The ability of the Company to continue as a going concern is in
substantial doubt and is dependent on achieving profitable
operations, commercializing its technologies, and obtaining the
necessary financing in order to develop these technologies
further.  The outcome of these matters cannot be predicted at this
time.  The Company will continue to review the prospects of
raising additional debt and equity financing to support its
operations until such time that its operations become self-
sustaining, to fund its research and development activities and to
ensure the realization of its assets and discharge of its
liabilities.  While the Company is expending its best efforts to
achieve the above plans, there is no assurance that any such
activity will generate sufficient funds for future operations,"
the Company said in the Report.

A copy of the report is available for free at:

                        http://is.gd/3SfUVw

                         About Genoil Inc.

Genoil Inc. is a technology development company based in Alberta,
Canada. The Company has developed innovative hydrocarbon and oil
and water separation technologies.  The Company specializes in
heavy oil upgrading, oily water separation, process system
optimization, development, engineering, design and equipment
supply, installation, start up and commissioning of services to
specific oil production, refining, marine and related markets.

MNP LLP, in Calgary, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has a net loss and negative cash flows from operating
activities for the year-ended Dec. 31, 2012 and, as at that date,
its current liabilities exceeded its current assets.  These
conditions indicate the existence of material uncertainties that
cast substantial doubt about the Company's ability to continue as
a going concern.

The Company reported a net loss of C$5.4 million on in 2012,
compared with a net loss of C$1.8 million in 2011.


GETTY PETROLEUM: Sues Law Firm for $2.5 Million
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that law firms that successfully push companies through
Chapter 11 aren't immune from suits over pre-bankruptcy payments,
as Greenberg Traurig LLP learned after serving as primary
reorganization counsel for Getty Petroleum Marketing Inc.

According to the report, Getty Petroleum, which supplied petroleum
products and subleased gasoline stations to operators, filed for
bankruptcy protection in December 2011 after Getty Properties
Corp. terminated the leases on about 800 locations.

The company won court approval of a liquidating Chapter 11 plan in
August 2012 using the cramdown process because unsecured creditors
with $240 million in claims voted against the proposal.

The plan created a trust to sue on behalf of creditors.  With the
two-year limitation for filing suits about to expire, the trust
brought some 75 cases to recover preferences, payments on overdue
debt made within three months of bankruptcy.

Among the targets is New York-based Greenberg Traurig. The trustee
said the law firm should pay back about $2.5 million in fees
received within three months before bankruptcy. The amount the
trust is seeking would represent 80 percent of the fees the firm
got for its work during the Chapter 11 case.

"We were not contacted about this complaint before it was filed
and are not aware of any basis for it," Jill Perry, a spokeswoman
for the firm, said in an interview.

Earlier this year, the trust brought in $93 million through the
settlement of a lawsuit against Lukoil Americas Corp.

                      About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GETTY PETROLEUM: Creditors Sue Former Owners for $6 Million
-----------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
creditors of a defunct company that once ran a string of Getty gas
stations have sued the men who bought the company for $1 from OAO
Lukoil Holdings, accusing them of siphoning more than $6 million
out of the "grossly insolvent" operation in less than a year.

According to the report, an attorney for Bjorn Aaserod and Joseph
Scott Karro couldn't immediately be reached for comment on the
lawsuit, which was filed last week in the U.S. Bankruptcy Court in
Manhattan, in the case of Getty Petroleum Marketing Inc.

The creditors claim Getty Petroleum received an "utter lack of
value" in exchange for the money taken by the pair, who held down
top executive slots at the company, the report said.

Creditors are suing to reclaim the cash under laws that ban
outsize payments to insiders by companies that are unable to pay
their bills, the report related.

Mr. Aaserod, who is generally described in news accounts as a
Norwegian-born businessman and a financier, and his long-time
business ally Mr. Karro, "purchased" the operations of Getty
Petroleum Marketing Inc. from Russia's Lukoil in March 2011, the
report added.

                      About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GLOBAL AVIATION: Proposes Selling to Lender Cerberus
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Aviation Holdings Inc., the largest air-
charter service for the U.S. military, proposes selling the
business to Cerberus Business Finance LLC, as agent for first-lien
lenders, unless there's a better offer at an auction on Feb. 21.

According to the report, Global filed for Chapter 11 protection on
Nov. 12 after emerging from a prior bankruptcy reorganization in
February. The terms of sale to Cerberus weren't immediately
disclosed.

Competing bids would be due Feb. 14 under sale procedures Global
proposed in a Dec. 3 court filing. The hearing for approval of
sale procedures is set for Dec. 20.

                  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.


GMX RESOURCES: Debt-Swap Plan Heading to Creditors for Voting
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GMX Resources Inc., an oil and gas exploration and
production company, is to get a Jan. 21 confirmation hearing for
approval of its reorganization plan after a bankruptcy judge in
Oklahoma City approved disclosure materials at a Dec. 3 hearing.

According to the report, the revised Chapter 11 plan is based on a
settlement between senior secured noteholders and unsecured
creditors. The approval of a disclosure statement, as reflected in
court records, allows creditors to vote on the plan.

Senior secured noteholders in substance are to assume ownership in
exchange for $336.3 million of the $402.4 million they're owed, a
recovery of about 83 percent. The plan reduces debt by $505
million, according to the disclosure statement.

The senior noteholders will waive their $64 million deficiency
claim if unsecured creditors vote in favor of the plan.

Second-lien notes totaling $51.5 million and $42.3 million in
convertible notes will be treated as unsecured debt.  Similarly,
$2 million in old senior notes will be in the class of unsecured
creditors.

Unsecured creditors will share $1.5 million in cash, for a
recovery estimated at 1 percent or an undetermined larger amount
as a result of successful lawsuits.

Before the settlement, the unsecured creditors' committee objected
to selling the assets to lenders in exchange for debt.  The
lenders had won an auction to buy the assets in a debt swap.  The
committee said the sale would have left nothing for unsecured
creditors.

The settlement abandoned the idea of standalone sale, in favor of
giving ownership to senior noteholders through the plan.

The $51.5 million in 9 percent second-lien notes last traded on
Dec. 3 for less than 1 cent on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority. The $48.3 million in senior unsecured notes due 2015
traded on Nov. 20 for less than 1 cent, according to Trace.

                  GXT, Some Equity Owners Objected

GX Technology Corporation objected to approval of GMX Resources,
Inc., et al.'s Disclosure Statement, as filed Oct. 25, 2013,
citing that the document fails to provide adequate information
regarding Debtors' proposed assumption and assignment, or
rejection, of executory contracts.

GXT also sought to ensure that Debtors are not attempting to
retain the benefits of GXT's geophysical seismic license and data
without satisfying the obligations arising under the license
agreement and Bankruptcy Code provisions governing executory
contract assumption and assignment.  The Disclosure Statement is
silent on this critical issue, according to GXT.

A copy of the GXT's limited objection is available at:

            http://bankrupt.com/misc/gmx.doc879.pdf

Equity owners Brian Burr, Taylor Burr, Michael Burr, Brad Keiller,
DCB Capital, LLC, and Technical Management Group, Inc.
("Shareholders") also objected.

They claim that while the shareholders' votes are not being
solicited, the Plan purports to adversely affect substantive
rights of shareholders.  Further, they point out that the Debtors
are going to "cram-down" the Plan on the equity interests and
limit their rights and remedies against certain insiders and
participants in the Chapter 11 cases.

Pursuant to the Plan, on the Effective Date, all equity interests
in GMX will be cancelled and rendered null and void, and the
holders of these interests won't receive anything.

A copy of the shareholders' objection is available at
http://bankrupt.com/misc/gmx.doc886.pdf

                    The Chapter 11 Plan

As reported in the TCR on Oct. 28, 2013, GMX Resources, Inc., et
al., filed with the Bankruptcy Court a Chapter 11 Plan of
Reorganization that would reduce debt by $505 million.

Under the Plan, senior secured noteholders will assume ownership
in exchange for $338 million of the $402.4 million they're owed.
Senior noteholders will have a recovery of 83 percent.  They will
waive their $64 million deficiency claim if unsecured creditors
vote in favor of the Plan.

Second-lien notes totaling $51.5 million and $42.3 million in
convertible notes will be treated as unsecured debt.  Similarly,
$2 million in old senior notes will be in the class of unsecured
creditors.

Unsecured creditors will share $1.5 million in cash, for a
recovery estimated at 1 percent or an unknown larger amount.

A settlement with the unsecured creditors committee scrapped the
sale in favor of giving ownership to senior noteholders through
the Plan.

A copy of the Disclosure Statement is available for free at:

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

                        About GMX Resources

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

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

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

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

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

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


GORDIAN MEDICAL: Confirmation Hearing Continued to Jan. 15
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has further continued to Jan. 15, 2014, at 2:00 p.m., the hearing
on confirmation of the Chapter 11 Plan filed by Gordian Medical,
Inc., on Aug. 23, 2013.

As reported in the TCR on Aug. 27, 2013, the Plan provides for the
payment of all Allowed Claims in full on the later of the
Effective Date and the date upon which a Claim becomes an Allowed
Claim and the continued operation of the Debtor's business.

The source of funds for the payments that the Reorganized Debtor
will be required to make (or reserve for) on the Plan Effective
Date is Cash on hand and the contribution to be made by Gerald Del
Signore in an amount not to exceed $7.5 million.

Because all claims against, and interests, in the Debtor are
Unimpaired under the Plan, the Debtor is not soliciting
acceptances or rejections of the plan from these claims and or
interests.

A copy of the Debtor's Plan of Reorganization, dated Aug. 23,
2013, is available at:

        http://bankrupt.com/misc/gordianmedical.doc685.pdf

                      About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The Debtor has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

In its schedules, the Debtor disclosed $37,877,279 in assets and
$7,585,271 in liabilities as of the Petition Date.

Judge Mark S. Wallace oversees the case.  Jeffrey L Kandel, Esq.,
Teddy M Kapur, Esq., Samuel R. Maizel, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, represent
the Debtor as counsel.  Fulbright & Jaworski LLP serves as the
Debtor's special regulatory counsel.  Loeb & Loeb LLP serves as
the Debtor's special tax counsel.

GlassRatner Advisory & Capital Group LLC serves as the Debtor's
financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GROEB FARMS: Non-Voting Creditors Got Plan by Nov. 20
-----------------------------------------------------
Groeb Farms Inc. sought and obtained an order modifying the plan
solicitation order to provide that the deadline for the balloting
agent to send copies of the plan to non-voting creditors would be
Nov. 20, 2013, instead of Nov. 12.  The Debtor explained that due
to a logistical error, copies of the CD-ROM containing the
disclosure statement and plan were not included in the packages
originally sent to non-voting creditors.

As reported in the TCR in mid-November, the Debtor obtained
approval of the disclosure statement and scheduled a Dec. 19
hearing to confirm its plan.

Under the Chapter 11 plan, Texas investment firm Peak Rock Capital
would take control of Groeb Farms after extending a $30 million
bankruptcy loan to the 76-worker company.  Unsecured creditors
would recover 10% of the amount they are owed.  Holders of the
existing stock would be wiped out.

                       About Groeb Farms

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

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

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

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


GROEB FARMS: Panel Can Hire Dykema Gossett as Co-Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Groeb Farms Inc. sought and obtained approval
from the U.S. Bankruptcy Court to employ Dykema Gossett PLLC as
Co-Counsel.

Sheryl Toby attests that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                       About Groeb Farms

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

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

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

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

In November 2013, the Bankruptcy Court authorized Groeb Farms to
begin soliciting votes on its restructuring plan, which would see
it emerge from Chapter 11 protection under the ownership of
private equity firm Peak Rock Capital.  Texas-based Peak Rock
extended a $30 million bankruptcy loan to the Debtor.  The
bankruptcy loan was designed to pay off the balance remaining on a
$25 million bank loan that Peak Rock bought from Wells Fargo Bank
and to provide money for the company to keep operating during the
Chapter 11 case.

Under the Plan, vendors owed $14.5 million are set to recover 10%
of their claims.  Unsecured creditors would recover 10% of the
amount they are owed, and the company's current owners -- mostly
individual investors -- would be wiped out.  Three private equity
firms that extended another $7 million in financing will remain
the company's lenders but new terms of the loan weren't disclosed
in court papers.

The bankruptcy judge set a Dec. 19 confirmation hearing to look
over the voting results.


GROEB FARMS: GlassRatner Approved as Panel's as Advisor
-------------------------------------------------------
The Official Committee of Unsecured Creditors Groeb Farms Inc.
sought and obtained approval from the U.S. Bankruptcy Court to
employ GlassRatner Advisory & Capital Group, LLC as financial
advisor.

James W. Fox attests that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                       About Groeb Farms

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

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

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

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

In November 2013, the Bankruptcy Court authorized Groeb Farms to
begin soliciting votes on its restructuring plan, which would see
it emerge from Chapter 11 protection under the ownership of
private equity firm Peak Rock Capital.  Texas-based Peak Rock
extended a $30 million bankruptcy loan to the Debtor.  The
bankruptcy loan was designed to pay off the balance remaining on a
$25 million bank loan that Peak Rock bought from Wells Fargo Bank
and to provide money for the company to keep operating during the
Chapter 11 case.

Under the Plan, vendors owed $14.5 million are set to recover 10%
of their claims.  Unsecured creditors would recover 10% of the
amount they are owed, and the company's current owners -- mostly
individual investors -- would be wiped out.  Three private equity
firms that extended another $7 million in financing will remain
the company's lenders but new terms of the loan weren't disclosed
in court papers.

The bankruptcy judge set a Dec. 19 confirmation hearing to look
over the voting results.


GROEB FARMS: Panel Can Hire Pachulski Stang as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors Groeb Farms Inc.
sought and obtained approval from the U.S. Bankruptcy Court to
employ Pachulski Stang Ziehl & Jones LLP as counsel.

Bradford J. Sandler attests that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                       About Groeb Farms

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

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

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

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

In November 2013, the Bankruptcy Court authorized Groeb Farms to
begin soliciting votes on its restructuring plan, which would see
it emerge from Chapter 11 protection under the ownership of
private equity firm Peak Rock Capital.  Texas-based Peak Rock
extended a $30 million bankruptcy loan to the Debtor.  The
bankruptcy loan was designed to pay off the balance remaining on a
$25 million bank loan that Peak Rock bought from Wells Fargo Bank
and to provide money for the company to keep operating during the
Chapter 11 case.

Under the Plan, vendors owed $14.5 million are set to recover 10%
of their claims.  Unsecured creditors would recover 10% of the
amount they are owed, and the company's current owners -- mostly
individual investors -- would be wiped out.  Three private equity
firms that extended another $7 million in financing will remain
the company's lenders but new terms of the loan weren't disclosed
in court papers.

The bankruptcy judge set a Dec. 19 confirmation hearing to look
over the voting results.


HARDWICK CLOTHES: Files to Reorganize in Chattanooga
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hardwick Clothes Inc., calling itself the oldest
closely held clothing manufacturer in the U.S., filed a petition
for Chapter 11 reorganization on Dec. 2 in Chattanooga, Tennessee.

According to the report, the Cleveland, Tennessee-based company
filed bankruptcy in the face of a demand by the Pension Benefit
Guaranty Corp. for payment of $4 million by Dec. 2.

The 133-year-old maker of men's and women's tailored clothing has
230 employees. The petition lists assets and debt both for less
than $10 million.

The case is In re Hardwick Clothes Inc., 13-bk-16079, U.S.
Bankruptcy Court, Eastern District of Tennessee (Chattanooga).


HOYT TRANSPORTATION: Bids for Busted Competitor
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that one bankrupt New York City school bus operator is
bidding to buy a similarly bankrupt competitor.

According to the report, Atlantic Express Transportation Corp.,
the fourth-largest such operator in the U.S., goes up for auction
on Dec. 11.  Atlantic filed for Chapter 11 reorganization on
Nov. 4 in Manhattan.

Hoyt Transportation Corp., a competing bus operator, filed for
Chapter 11 protection in July after its last contract with the
city school system expired. Brooklyn, New York-based Hoyt is
seeking to bid for some of the Atlantic routes to resume
operations.

While Hoyt said it's "somewhat unconventional" for one bankrupt
company to bid for another, buying routes makes sense because the
company still has 200 mini-wagons after selling off 100 buses.

Hoyt said that restarting operations might avoid some or all of
$22 million in pension withdrawal liability through the rehiring
of union workers. Hoyt said it's negotiating with the union to get
favorable wage rates similar to other operators'.

The bankruptcy court in Brooklyn will hold a hearing on Dec. 5 to
decide whether Hoyt can bid for Atlantic. Hoyt said it has more
than $5.3 million to use in an acquisition.

Hoyt at one time operated 350 buses. Initially, Hoyt said the
Chapter 11 case would be a liquidation because its routes were
awarded to other operators.

                      About Metro Affiliates

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

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

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

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

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

                     About Hoyt Transportation

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

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


HUDBAY MINERALS: Moody's Rates $100MM Sr. Unsecured Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to HudBay Minerals,
Inc.'s proposed offering of $100 million of senior unsecured notes
due 2020, which is an add-on to its existing $650 million senior
unsecured notes due 2020. HudBay's B3 corporate family rating
(CFR), B3-PD probability of default rating, B3 senior unsecured
rating and SGL-4 speculative grade liquidity rating (SGL) are
unchanged and the rating outlook remains negative.

Ratings Rationale:

Proceeds from the notes issue will be used to help fund the
company's various development projects in Canada and Peru. Moody's
had contemplated HudBay's proposed debt offering in its November
29, 2013 rating action when the company's long term ratings were
affirmed, its SGL rating was lowered to SGL-4 and its rating
outlook was changed to negative. While proceeds will provide
incremental cushion against possible cost overruns, Moody's
continues to view the company's liquidity as weak.

HudBay's B3 corporate family rating is driven by its small scale,
concentration of near term activity in one underground copper and
zinc mine in Canada and sizeable execution risks associated with
developing Constancia and Lalor, a copper, zinc and gold mine in
Canada. The company's low-cost position, stable production at its
flagship 777 mine and initial production at Lalor should provide a
base of cash flow until production at its new developments begin
to ramp up more substantially by early 2015. Nonetheless, Moody's
expects the company's leverage will remain in excess of 10x
through this timeframe.

Moody's expects HudBay Q4/13 free cash flow consumption will total
about $275 million, leaving the company with about $625 million in
cash by year end incorporating proceeds from the notes issue.
Additional committed sources of cash in 2014 include $268 million
in proceeds to be received from streaming agreements, providing
total cash sources of about $900 million. Moody's assumes Hudbay's
adjusted cash from operations (after interest expense) will be
breakeven in 2014 but that $770 million in capital expenditures
(net of $130 million in equipment financing) will largely leave
the company with about $130 million of surplus cash. Hudbay also
has a $100 million secured revolving credit facility (due 2016)
but access is limited due to outstanding letters of credit ($65
million) and borrowing base restrictions.

The negative outlook reflects Moody's concern that budgeted costs
and/or timing to complete Constancia may slip, requiring more
liquidity than is currently committed. Should Hudbay raise
additional debt to address its weak liquidity position it will
further increase leverage.

The ratings could be lowered if HudBay is unable to complete its
current growth projects on-time and on-budget, if production
challenges arise at the 777 mine or if its liquidity became
further strained. Upward rating pressure could occur if execution
risks related to the development of Constancia and Lalor diminish,
liquidity appeared to be adequate through to achievement of at
least break-even cash flows at those projects and if leverage were
expected to be sustained towards 4.5x.

HudBay is a Canadian mining company that mines copper, zinc, and
precious metals. The company's primary operating asset is the
underground 777 mine located in Flin Flon, Manitoba. It is
currently developing a $1.7 billion copper mine in Peru
(Constancia) and $794 million copper, gold and zinc mine in
Manitoba. Annual revenues total roughly $550 million.


HUDBAY MINERALS: S&P Affirms 'B-' CCR After Add-on Debt Financing
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
Toronto-based base metals producer HudBayMinerals Inc. following
the company's announcement of a proposed senior unsecured notes
add-on of up to US$100 million.

Standard & Poor's affirmed its 'B-' long-term corporate credit
rating on the company and its 'B-' issue-level rating on HudBay's
existing senior unsecured debt.  The '3' recovery rating on the
debt is unchanged.  The outlook is stable.

S&P assumes the proceeds from the proposed notes will be used to
help fund the company's capital spending requirements at its major
growth projects and for working-capital requirements.

S&P affirmed all other ratings based on its opinion that the
company's liquidity position will remain adequate as execution
risks at its two major growth projects (Lalor and Constancia)
moderate despite S&P's expectation of high capital spending
through 2014.

"The ratings on HudBay reflect what we view as the company's high
growth-oriented capital expenditures through 2014, weak pro forma
cash flow/leverage ratios, and its very limited operating
diversity," said Standard & Poor's credit analyst George Economou.
"These weaknesses are offset somewhat, we believe, by some
spending flexibility at HudBay's growth projects and relatively
stable operations in Manitoba, a jurisdiction we view as a
relatively low-risk mining jurisdiction," Mr. Economou added.

S&P believes the execution risks at the Constancia project have
moderated given that almost half of project construction is
complete with more than 70% of the US$1.7 billion budget having
been spent or committed to through September 2013.  As a result,
S&P believes that the remaining funding required at the project is
less exposed to severe cost escalations particularly with industry
cost pressures subsiding meaningfully in the past year.

The stable outlook reflects S&P's view that HudBay's adequate
liquidity and moderating execution risks at its two major growth
projects should support financial flexibility and somewhat
mitigate its highly leveraged cash flow/leverage metrics expected
through next year.  In S&P's base case, it expects the company's
minimum available cash balance to exceed C$200 million through
next year with an adjusted debt-to-EBTIDA leverage ratio above
6.0x and a funds from operations-to-debt ratio close to 8%.

S&P could lower the ratings on HudBay if it believes that its
minimum available cash levels will decline below C$200 million due
to a combination of project cost overruns and lower cash flow
generation.

S&P is not likely to raise the ratings on HudBay before the second
half of 2014 but could do so if either of the company's major
construction projects advance toward full production much sooner
than management's current timelines.


INTEGRATED HEALTHCARE: Amends Employment Pacts with Executives
--------------------------------------------------------------
Integrated Healthcare Holdings, Inc., entered into amendments to
the Amended and Restated Employment Agreements, dated March 29,
2010, of each of Kenneth K. Westbrook, its president and chief
executive officer, Daniel J. Brothman, its chief operating
officer, Steven Blake, its chief financial officer, J. Scott
Schoeffel, its general counsel, and Jerry Kanaly, its chief
accounting officer and treasurer.  The Amendments provide for the
following material changes to each Executive's Employment
Agreement:

     * The termination provisions of each Employment Agreement
       were amended to provide that in the event the Company
       chooses to terminate an Executive without cause, it may do
       so any time by giving 30 days prior written notice to the
       Executive.  The Employment Agreements previously provided
       that such termination must be made only during the final
       120 days of the initial three-year employment period or any
       one-year renewal periods, and if this window was missed
       then employment would renew and would not be terminable
       without cause for another year.

     * The method of calculating the length of the severance
       package for each Executive was modified to provide for 27
       months of severance beginning with the expiration of the
       30-day notice period, rather than 24 months of severance
       following the Executive's last day worked at the expiration
       of the up to 120-day notice period.

     * The dispute resolution provisions of each Employment
       Agreement were amended to provide for mandatory, binding
       arbitration administered by JAMS in the event of a dispute,
       eliminated the requirement to conduct a mediation prior to
       any arbitration, eliminated the requirement to demand
       arbitration within six months after a claim first arose,
       and added a requirement that claims must be brought in an
       individual capacity, and not as a plaintiff or class
       member.

                    About Integrated Healthcare

Santa Ana, Calif.-based Integrated Healthcare Holdings, Inc., owns
and operates four community-based hospitals located in southern
California.

Integrated Healthcare incurred a net loss of $15.86 million on
$383.50 million of net patient service revenues for the year ended
March 31, 2013, as compared with net income of $7.94 million on
$362.19 million of net patient service revenues for the year ended
March 31, 2012.  The Company's balance sheet at Sept. 30, 2013,
showed $218.88 million in total assets, $224.65 million in total
liabilities and a $5.76 million total stockholders' deficiency.


INT'L FOREIGN EXCHANGE: Taps DiConza Traurig as Conflicts Counsel
-----------------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc. and its
debtor-affiliates ask for permission from the Hon. Robert E.
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York to employ DiConza Traurig LLP as conflicts counsel, nunc
pro tunc to Nov. 11, 2013.

The Debtors require DiConza Traurig to:

   (a) advise the Debtors concerning, and assisting in the
       negotiation, litigation and resolution of, Conflicts
       Matters relating to claims against insiders for sums due
       and owing, and any other potential Conflicts Matters
       involving insiders;

   (b) advise the Debtors concerning protection of their interests
       In Inspiration Biopharmaceuticals, Inc.;


   (c) advise the Debtors concerning, and taking appropriate
       actions with respect to, additional Conflicts Matters;

   (d) conduct discovery and Bankruptcy Rule 2004 examinations, as
       the Debtors and the Court may deem appropriate, to
       investigate Conflicts Matters;

   (e) advise concerning, and commence or respond to court
       proceedings as the Debtors may deem appropriate, in
       connection with Conflicts Matters; and

   (f) perform all other legal services for and on behalf of the
       Debtors, and at their request, which may be necessary or
       appropriate in connection with Conflicts Matters.

Richard Milin will be the primary attorney providing services to
the Debtors; his current hourly rate is $550 per hour.  The
current hourly rates of the other attorneys at DiConza Traurig
range between $375 and $575 per hour and paralegal/law clerk rates
range between $110 and $195 per hour.

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

Mr. Milin 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.

DiConza Traurig can be reached at:

       Richard K. Milin, Esq.
       DICONZA TRAURIG LLP
       630 Third Avenue, 7th Floor
       New York, NY 10017
       Tel: (212) 682-4940
       Fax: (212) 682-4942
       E-mail: rmilin@dtlawgroup.com

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 GEOPHYSICAL: Seismic-Services Provider Downgraded to B3
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ion Geophysical Corp., a seismic-services provider
for the oil and gas exploration industry, is generating less cash
flow as leverage increased, causing Moody's Investors Service to
lower the corporate rating one level to B3.

The $175 million in senior unsecured notes slipped one grade to
Caa1 on Dec. 4.

On the plus side, Houston-based Ion had $88 million in cash on
Sept. 30 alongside an undrawn $175 million credit facility.

Ion's $175 million in 8.125 percent second-lien notes last traded
on Nov. 25 for 89.625 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.

Ion fell 3.9 percent in New York trading on Dec. 4 to $3.47, the
lowest closing price in more than three years. In the past three
years, the high was $13.76 on April 4, 2011.


ION GEOPHYSICAL: Moody's Lowers Corp. Family Rating to B3
---------------------------------------------------------
Moody's Investors Service downgraded ION Geophysical Corporation's
Corporate Family Rating (CFR) to B3 from B2, its Probability of
Default Rating (PDR) to B3-PD from B2-PD, its $175 million senior
secured notes to Caa1 from B3, and its Speculative Grade Liquidity
Rating to SGL-3 from SGL-2. The rating outlook is negative.

"ION's ratings downgrade and negative outlook reflects weaker
fundamental performance than originally anticipated in the B2 CFR
rating," commented Gretchen French, Moody's Vice President. "In
addition, the company has not built up its cash cushion as
previously factored into the B2 rating, leaving the company with
less financial flexibility to fund potential legal contingencies
and weather industry cycles."

Issuer: ION Geophysical Corporation

Rating Downgrades:

  Corporate Family Rating to B3 from B2

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

  $175 Million Senior Secured Notes due in 2018, to Caa1 (LGD 5,
  70%) from B3 (LGD 4, 68%)

  Speculative Grade Liquidity rating to SGL-3 from SGL-2

Outlook Actions:

  Outlook Changed to Negative from Stable

Ratings Rationale:

The rating downgrade reflects ION's deterioration in EBITDA and
cash flow generation during 2013, increasing leverage based on
debt/EBITDA less multi-client capex. In addition, the company's
cash balances have fallen below original expectations, while its
potential exposure to legal contingencies has increased above the
$106 million originally assumed in the B2 rating. Moody's outlook
for ION's performance in 2014, even assuming a recovery in
earnings from recent trough levels and the benefit of a reduced
cost structure, is lower than previously anticipated, which puts
ION's credit profile more in line with Moody's B3 rated peers.

ION's B3 CFR continues to reflect its exposure to the highly
volatile and cyclical seismic sector, which is typically the first
sub-sector in the oilfield services industry to decline in a down-
cycle and the last sub-sector to benefit from an up-cycle
recovery. This exposure results in significant earnings and cash
flow volatility, and limits debt capacity. The rating is further
constrained by uncertainties related to the ultimate cash impact
of ION's litigation with WesternGeco. The rating is supported by
ION's long track record in the seismic sector, with good product
line and geographic diversity within the seismic sector, low fixed
costs and a high level of capital spending flexibility.

ION's SGL-3 Speculative Grade Liquidity rating reflects an
adequate liquidity profile through the end of 2014. While ION has
an undrawn $175 million credit facility due March 2015 and $88
million of cash at September 30, 2013, the company's cash balances
have eroded below initial projections and its litigation exposure
has increased. ION's SGL-3 rating is supported by sufficient
cushion under its maintenance financial covenants. Moody's has
assumed that ION would have full access to its revolving credit
facility to fund any unfavorable legal judgments.

The Caa1 rating on ION's $175 million of second priority senior
secured notes due 2018 reflects both the overall probability of
default of ION, to which Moody's assigns a PDR of Caa1-PD, and a
loss given default of LGD 4 (70%). The senior secured notes are
guaranteed by essentially all material domestic subsidiaries on a
senior secured basis, but second in priority to ION's first
priority $175 million senior secured credit facility. The notes do
not benefit from upstream guarantees from ION's foreign
subsidiaries or its joint ventures. The size of potential first
priority claims relative to the second priority notes outstanding
results in the notes being notched one notch below the B3 CFR
under Moody's Loss Given Default Methodology.

The negative rating outlook reflects concern regarding the degree
of success ION will have in generating sufficient free cash flow
in 2014 in order to help build up its cash balances.

The ratings could be downgraded if ION's earnings and liquidity
profile further weakens, including meaningful declines in its cash
balances or a need to fund an unfavorable legal judgment in excess
of $125 million.

The outlook could be stabilized if ION is able to build and
maintain a cash cushion above $125 million in 2014 and completes a
long term extension of its revolving credit facility.

The ratings could be upgraded if ION substantially improves its
liquidity position while sustaining low financial leverage
(debt/EBITDA less multi-client capital spending below 3.5x),
assuming reasonably favorable resolution of ION's litigation
exposure and continued supportive market conditions.

ION Geophysical Corporation provides seismic services and products
to the global energy industry and is headquartered in Houston, TX.


ISAACSON STEEL: Files 2 Proposed Plan Confirmation Orders
---------------------------------------------------------
Isaacson Steel, Inc. and Isaacson Structural Steel, Inc., are
asking the U.S. Bankruptcy Court for the District of New Hampshire
to approve their plan of reorganization by signing one of two
proposed confirmation orders.

The Court on Oct. 28, 2013, held a combined hearing on the
adequacy of the Disclosure Statement and the confirmation of the
First Amended Joint Plan of Reorganization dated Sept. 25, 2013,
as modified Oct. 18, 2013.  After hearing all of the objections,
the Court ordered the Debtors to file proposed orders last month.

The Debtors say that entry of the Disclosure Statement order
should be non-controversial.

The Debtors recount that during the hearing, the Court made clear
its intention to vacate in whole or in part the Order on Joint
Motion for Interim Protective Order and Final Order Approving
Settlement Agreement Filed by Debtors, Creditors' Committee, New
Hampshire Business Finance Authority, Passumpsic Savings Bank and
Turner Construction, Inc., if it confirmed the Plan to eliminate
procedural issues.

Attorneys of the Debtors believe that the Court intends to enter
its own order vacating the Global Settlement Approval Order.
Other counsel who participated in the hearing have different
views.

Accordingly, the Debtors prepared and will submit the two slightly
different Proposed Confirmation Orders, one of which includes a
Paragraph 16(e) which vacates the Global Settlement Approval Order
and one which does not address the issue.

If the Court elects to issue a separate order vacating the Global
Settlement Approval Order in whole or in part, the Debtors ask the
Court consider including text similar to that proposed in
Paragraph 16(e) of the Proposed Confirmation Order.

Paragraph 16(e) provides:

    "With respect to this Court's Order on Joint Motion For
     Interim Protective Order and Final Order Approving Global
     Settlement Agreement Filed By Debtors, Creditors' Committee,
     New Hampshire Business Finance Authority, Passumpsic Savings
     Bank, and Turner Construction, Inc., dated September 25, 2013
     [Doc. No. 1186] (the "Approval Order"), that portion of the
     Approval Order by which this Court approved the GSA shall be
     and hereby is vacated, and superseded by the approval of the
     GSA provided by this Order.  In all other respects, the
     Approval Order is ratified and confirmed.  Notwithstanding
     the vacation of a portion of the Approval Order by this
     Order, no person or entity shall have liability to any other
     person or entity by reason of actions undertaken, or omitted
     in reliance upon the terms of the Approval Order."

The Debtors ask the Court to enter one of the two proposed
confirmation orders:

    * With Paragraph 16(e) which vacates the Global Settlement
      Approval Order:

     http://bankrupt.com/misc/Isaacson_Proposed_PlanOrder_1.pdf

    * Without Paragraph 16(e):

     http://bankrupt.com/misc/Isaacson_Proposed_PlanOrder_2.pdf

                     No Par. 16(e) for UST

The United States Trustee requests that the order confirming the
Plan be slightly modified for the sake of clarity to remove any
reference to the Court's Sept. 25, 2013 order.

The U.S. Trustee is in favor of a confirmation order that has no
reference to the Sept. 25 order because the U.S. Trustee's
position is that the Court's order of Sept. 25 should be and will
be vacated in its entirety.  To vacate it in part adds needless
confusion to a situation that requires clarity, according to the
U.S. Trustee.

The U.S. Trustee notes that on Oct. 9, 2013, it filed a motion to
reconsider the Sept. 25 order asserting a number of legal issues,
with one of the more significant being that the Order would cause
a transfer of the estate's Chapter 5 actions to trustees outside
of a plan in violation of the Bankruptcy Code with no mechanism
for the actions to be returned to the estate.

The U.S. Trustee asks the Court to enter this proposed order
granting the Motion to Reconsider and vacating the Sept. 25 Order:

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

               Trust Agreement, Massachusetts Accord

William K. Harrington, the United States Trustee for Region 1, in
his Nov. 13 filing also requested that any order confirming the
Plan be deferred until such time as the Stipulation with the
Commonwealth of Massachusetts is filed and approved, and until
such time as a fully executed Liquidating Trust Agreement is on
file with the Court.

The U.S. Trustee said it has requested that the Debtors' counsel
and other necessary parties take steps to have a fully executed
Liquidating Trust Agreement made part of the Court file, whether
attached to the Order confirming the Plan or otherwise placed on
the Court docket for any interested party's review.  The Debtors
have filed a form of the Agreement but it has not yet been
executed by the trustees.

The U.S. Trustee also recounts that the Massachusetts Department
of Revenue raised several objections to the Plan.  At the hearing
on Oct. 28, 2013 the parties announced that they were close to
resolving their differences and that a stipulation would be filed
to address them.  The U.S. Trustee argued that the Court should
not enter the confirmation order until the stipulation is filed
and approved by the Court.

Amy A. Pitter, Commissioner of the Massachusetts Department of
Revenue, like the U.S. Trustee, said that the Court should delay
confirmation of the Plan until such time as a Stipulation has been
filed by the parties and approved by the Court.

The Debtor filed a motion seeking approval of the Stipulation on
Dec. 4, 2013.  A copy of the Stipulation is available for free at:

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

The Massachusetts Department of Revenue's representatives can be
reached at:

         John B. O'Donnell
         Counsel to the Commissioner
         Mass. Department of Revenue
         Litigation Bureau
         100 Cambridge Street, P.O. Box 9565
         Boston, MA 02114
         Tel: (617) 626-3869
         Fax: (617) 626-3796
         E-mail: odonnellj@dor.state.ma.us

                         The Debtors' Plan

The Debtors' Chapter 11 plan is built upon the global settlement
agreement entered into among the Debtors, the Official Committee
of Unsecured Creditors of Isaacson Structural Steel, Inc., the New
Hampshire Business Finance Authority, Passumpsic Savings Bank and
its participants, Woodville Guaranty Savings Bank and Ledyard
National Bank, and Turner Construction Company, Inc.

A liquidating trust will be established to be funded by all of the
Debtors' cash except cash to be retained to wind up the Debtors'
affairs, D&O and E&O claims, and proceeds from estate actions.
All classes of claims under the Plan will be impaired.

According to the U.S. Trustee, substantially all of its objections
to the Plan were resolved by the Debtors' agreements and by the
Court's bench rulings made on Oct. 28, 2013.  Those agreements
and/or bench rulings included but were not limited to the
following:

  (1) All allowed chapter 11 administrative tax claims were to
      be paid in full by the Debtors on or before the Effective
      Date;

  (2) All allowed pre-petition priority tax claims were to be
      paid in full and not bypassed by the terms of the GSA; and

  (3) All allowed priority wage or commission claims were to
      be paid in full and not bypassed by the terms of the GSA;

  (4) All unpaid quarterly fees were to be paid in full by the
      Effective Date and the Debtors or Trustees would remain
      liable for unpaid quarterly fees post confirmation and for
      filing the monthly operating reports or post confirmation
      reports until the case was closed.

A copy of the First Amended Plan dated Sept. 25, 2013, as modified
Oct. 18, 2013, is available for free at:

   http://bankrupt.com/misc/Isaacson_Steel_1st_Plan_110613.pdf

                  About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and
11-12415) on June 22, 2011.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  Isaacson Steel estimated assets and
debts of $1 million to $10 million.  The petitions were signed by
Arnold P. Hanson, Jr., president.

Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel.  The
Debtors retained General Capital Partners, LLC to act as their
investment banker.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee.  Mesirow
Financial Consultants also advises the Committee.


JEFFERSON COUNTY, AL: Exits Bankruptcy Protection
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, emerged from bankruptcy on
Dec. 3 by implementing the municipal debt-adjustment plan that was
approved on Nov. 22 when the U.S. bankruptcy judge in Birmingham
signed a confirmation order.

According to the report, while exiting bankruptcy, the county sold
$1.8 billion in bonds to fund the plan. It reduced sewer debt from
$3.2 billion to $1.7 billion.

In November 2011, Jefferson County began what was then the largest
Chapter 9 municipal bankruptcy, listing long-term debt of $4.23
billion, including about $3.2 billion in defaulted sewer debt
where the debt holders could look only to the sewer system for
payment.

                     About Jefferson County

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

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

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

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

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

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

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

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

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

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

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


KEMET CORP: Files Revised Slide Presentation with SEC
-----------------------------------------------------
Per Olof Loof, chief executive officer, and William M. Lowe, Jr.,
executive vice president and chief financial officer, of KEMET
Corporation, have scheduled to provide certain investor
information, including an investor presentation commencing at
approximately 10:50 a.m. Eastern Standard Time Tuesday, Dec. 3,
2013, in Boca Raton, Florida.  The slide package prepared by the
Company for use in connection with this presentation, as revised,
is available for free at http://is.gd/N5yYER

                            About KEMET

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

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

                            *     *     *

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

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

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


KRONOS WORLDWIDE: Moody's Rates Loan B1 & Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service moved the outlook for Kronos Worldwide
Inc.'s ratings to negative from stable and assigned a B1 rating to
its unsecured term loan payable to Contran Corporation, its
indirect parent. Kronos' Corporate Family Rating (CFR) was
affirmed. The Speculative Grade Liquidity rating of SGL-3 was
affirmed.

"The negative outlook reflects the slow recovery in Kronos'
operating results relative to its peers," said Moody's analyst
James Wilkins. "If the company continues to underperform
expectations such that reported EBITDA does not rise to $175
million per year, the Corporate Family Rating could be
downgraded."

The following summarizes the activity:

Kronos Worldwide Inc.

Ratings Assigned:

  Unsecured term loan due 2018 - B1 (LGD6, 96%)

Ratings Affirmed:

  Corporate Family Rating at Ba2

  Probability of Default Rating at Ba2-PD

  Speculative Grade Liquidity Assessment - SGL-3

Ratings Withdrawn:

  Senior Secured Term Loan B -- Ba3 (LGD5-76%)

  Outlook -- Negative

Ratings Rationale:

The move to a negative outlook reflects the slow recovery in
Kronos' titanium dioxide (TiO2) financial performance relative to
its competitors, as well as credit metrics that currently do not
support the Ba2 rating. Kronos' credit metrics are taking longer
to recover than previously anticipated after hitting the trough in
the first quarter of 2013. While Moody's expects Kronos'
profitability to improve due to the decline in ore costs, if
EBITDA does not rise to $175 million on an annual basis in 2014,
there would be pressure on the Ba2 Corporate Family Rating. The
stable outlook had assumed a faster recovery in quarterly
financial performance.

The industry has experienced volatile demand and profits over the
past three years and Kronos' operating profit has been more
volatile than its peers. Moody's believes margins and cash flow
should improve to levels more in-line with long-term historical
averages. However, the timing of the recovery is uncertain and it
is unclear when metrics will rebound sufficiently to support the
Ba2 CFR. Despite improved sales volumes, the recovery in gross
profit margins has been slow and the reported profitability levels
in 2013 reflect historical high cost ore inventory, not current
spot TiO2 product prices and ore feedstock costs. Additionally,
all free cash flow generated in 2013 has resulted from reductions
in working capital.

Kronos' Ba2 CFR reflects its modest debt levels (including almost
no third party debt), product concentration (mostly titanium
dioxide (TiO2) pigments), the cyclical commodity nature of TiO2
and geographic concentration. On the positive side, the rating
reflects the company's good market positions in TiO2 and customer
diversity. In February 2013, Kronos entered into a credit
agreement with Contran for a term loan and used the proceeds
(along with $100 million of balance sheet cash) to prepay its term
loan due 2019. This has left the company with little third party
debt, other than borrowings under its North American revolving
credit facility ($46.2 million as of September 30, 2013). Net debt
(net of $59.8 million of unrestricted cash) was approximately $164
million.

The Speculative Grade Liquidity rating of SGL-3 reflects an
adequate liquidity position supported by cash balances ($59.8
million as of September 30, 2013), cash flow from operations and
availability under its North American revolving credit facility
($56.6 million as of September 30, 2013). Moody's expects Kronos
to generate modest free cash flow in 2014, but its ability to do
so may require price increases and expansion of its profit
margins.

The $125 million North American revolver due June 2017 is subject
to a borrowing base and $46.2 million was drawn as of September
30, 2013. The facility has no maintenance financial covenants, but
there is a requirement that Kronos' fixed charge coverage ratio be
at least 1:1, in order to draw above a certain level. The EUR120
million European revolving credit facility due September 2017 was
undrawn as of September 30, 2013, and the volatile EBITDA
generation over the past 12 months does not allow the firm to meet
one of the two financial covenants (Net Secured Debt/EBITDA)
tested only when the facility is drawn. As a result, the company
does not have the ability to borrow under the credit facility (and
also access cash at its European entities). However, Moody's
expects improved performance will again allow Kronos to borrow
under the European revolving credit facility in 2014. The company
is not subject to any maintenance financial covenants in its other
debt agreements.

The unsecured term loan with Contran provided Kronos the
flexibility to refinance its $400 million term loan due 2019 in
February 2013 and allows for an additional $100 million of
borrowings (up to a total of $290 million of borrowings), subject
to Contran's approval. The principal of the promissory note shall
be repaid in installments of $5 million per quarter until the
final payment date of June 18, 2018.

The unsecured term loan due 2018 is rated two notches lower than
the Kronos CFR, as a result of being structurally subordinated to
the revolver debt at its European subsidiaries and non-debt
obligation at its subsidiaries.

Moody's expects Kronos to improve its gross profit margins through
attaining modestly higher TiO2 product selling prices and lower
ore feedstock costs, and to improve its European revolver
financial covenant ratios such that it regained access to the
facility. The Ba2 CFR could be downgraded if the company's
operating results do not rebound in the first half of 2014 such
that Debt to EBITDA declined below 3.0x. Any indication that
Kronos' parent Contran would not be willing to continue to provide
its support would also pressure the rating. The CFR has little
upside due to the company's size and product concentration, as
well as volatility in TiO2 industry operating results.

Kronos Worldwide, Inc., headquartered in Dallas, TX, produces and
markets TiO2 pigments in the U.S., Canada and Europe. The company
reported sales of $1.8 billion for the twelve months ended
September 30, 2013.


LAS VEGAS SANDS: Moody's Rates New $3 Billion Secured Debt 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Las Vegas
Sands, LLC's proposed $3 billion senior secured credit facility
comprised of a $750 million 5-year revolver and $2.25 billion 7-
year term loan B. Proceeds from the proposed facility will be used
to refinance all amounts outstanding under the company's existing
revolver, term loans and delayed draw term loans.

The transaction will be leverage neutral except for the fact that
the proposed facility will expand Las Vegas Sands, LLC's revolver
borrowing capacity to $750 million from $500 million.
Approximately $540 million of the $750 million revolver is
expected to be drawn at closing.

Las Vegas Sands, LLC is a wholly-owned subsidiary of Las Vegas
Sands, Corp. ("LVSC") and owns and operates LVSC's gaming, resort
and convention assets in the U.S. that include The Venetian Resort
Hotel Casino and The Palazzo Resort Hotel Casino on the Las Vegas
Strip, as well as the Sands Expo and Convention Center in Las
Vegas, NV and the Sands Casino Resort Bethlehem in Bethlehem,
Pennsylvania.

LVSC has a Ba2 Corporate Family Rating, stable rating outlook and
SGL-1 Speculative Grade Liquidity rating. LVSC's and Las Vegas
Sands, LLC's ratings reflect a consolidated rating approach,
whereby Moody's views all of the operations of LVSC, including Las
Vegas Sands, LLC, as a single enterprise for analytic purposes,
regardless of whether or not financings for subsidiaries are done
on a stand-alone basis. The primary reason for the consolidated
rating approach is that despite restrictions contained in the
company's various financing documents, LVSC has the ability to
transfer significant amounts of cash among its operating entities.

The Ba2 rating assigned to the proposed credit facility considers
its senior secured status along with the fact that that senior
secured debt accounts for almost all of LVSC's consolidated debt
capital structure.

New ratings assigned:

  Las Vegas Sands, LLC $750 million 5-year secured revolver -- Ba2
  (LGD 4, 51%)

  Las Vegas Sands, LLC $2.25 billion 7-year secured term loan B --
  Ba2 (LGD 4, 51%)

Moody's expects to withdraw the Ba2 ratings on Las Vegas Sands,
LLC's existing revolver, term loans and delayed draw term loans
once the proposed transaction closes given that these debt items
will be fully repaid and no longer exist.

Rating Rationale:

LVSC's Ba2 Corporate Family Rating reflects its strong performance
and the favorable growth prospects for the company's Asian gaming
assets along with its low leverage. Moody's expects LVSC's
debt/EBITDA to remain at or below 3.0 times. Debt/EBITDA for the
latest 12-months ended September 30, 2013 was about 2.4 times. The
ratings also incorporate Moody's view that LVSC will continue to
generate a substantial amount of positive discretionary free cash
flow from its existing asset base, the high quality of LVSC's
gaming and resort assets, and the company's ability to maintain a
very good liquidity profile despite making large special dividend
payments to shareholders. Key risks include Moody's opinion that
LVSC will pursue further and significant development activity.
Also considered is that the company is currently subject to
investigations by the Securities and Exchange Commission ("SEC")
and Department of Justice ("DOJ"), some or all of which may be
related.

The stable rating outlook considers that although LVSC has
achieved the quantitative measures it needs to achieve a higher
rating -- debt/EBITDA at or below 3.0 times -- there is still
uncertainty with respect to if/when the SEC and DOJ investigations
will be resolved in a manner that does not materially impair the
company's reputation or financial profile -- the primary obstacle
to a higher rating. LVSC has publicly stated that it is currently
unable to determine the timing and probability of the outcome of
this matter, the extent of materiality, or the range of reasonably
possible loss, if any.

LVSC's ratings could go up if it appears that the investigations
will be resolved in a manner that does not materially impair
LVSC's reputation or financial profile. A higher rating also
requires that Moody's believes LVSC will maintain debt/EBITDA --
without giving consideration to cash balances -- at or below 3.0
times -- and adhere to a long-term financial policy that is
consistent with a higher rating. The degree of ratings
improvement, however, is limited at this time given the secured
nature of the company's entire debt capital structure; a
characteristic that Moody's does not believe is consistent with an
investment grade rating.

A negative rating action could result if for any reason it appears
that LVSC's debt/EBITDA will rise above 3.5 times for an extended
period of time. Independent of any quantitative measures, a
negative rating action could occur if the SEC, DOJ, and/or other
relevant regulatory body uncover any material corporate governance
issues as a result of their investigations.

LVSC owns and operates hotel and casino integrated resort
facilities in Las Vegas, NV, Bethlehem, PA, Macau, China and
Singapore. The company reported consolidated annual net revenue of
about $13.2 billion for the latest 12-month period ended September
30, 2013.


LAS VEGAS SANDS: S&P Raises CCR From 'BB+', Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S.-based gaming operator Las Vegas Sands Corp. to
'BBB-' from 'BB+'.  The outlook is stable.

At the same time, S&P assigned Las Vegas Sands LLC's proposed
$750 million revolving credit facility due 2018 and proposed
$2.5 billion term loan due 2020 its 'BBB-' issue-level rating.

In addition, S&P raised its issue-level rating on Las Vegas Sands'
zacau senior secured credit facilities (issued by VML US Finance
LLC) to 'BBB-' from 'BB+', in line with the upgrade of the
corporate credit rating.

"We simultaneously lowered our issue-level rating on Marina Bay
Sands' senior secured credit facilities to 'BBB-' from 'BBB'; this
downgrade reflects the application of our investment-grade
notching criteria, which equalizes issue-level ratings on the
highest-priority debt with the corporate credit rating, unless
there is an extraordinary level of asset coverage available to
lenders, collateral consists of assets with a well-established
track record of recovery, and there are highly protective security
provisions in a specific issue," said Standard & Poor's credit
analyst Melissa Long.

S&P subsequently withdrew its recovery ratings on the company's
U.S. and Singapore debt issues because it do not assign recovery
ratings to the issues of investment-grade companies.  S&P did not
assign recovery ratings to the Macau debt issues.

The upgrade reflects S&P's expectation that the company will
maintain total debt to EBITDA in the low- to mid-2x area through
2015, incorporating the company's currently outlined development
spending and notwithstanding our expectation for an increasing
level of capital returns to shareholders.  S&P believes this level
of expected leverage provides ample cushion compared with its
maximum 3x leverage threshold for an improved "intermediate"
financial risk profile assessment.

"Furthermore, we believe it is unlikely that the company will
incur any meaningful additional development spending related to
new jurisdictions prior to the opening of the Parisian Macau
anticipated in late 2015.  However, because we expect LVSC to
aggressively pursue future development opportunities, we view a
leverage cushion and large cash balances as necessary to preserve
flexibility in the event that opportunities arise.
Notwithstanding the 3x leverage threshold for the intermediate
financial risk assessment, we would tolerate a temporary spike up
to the high-3x area to fund development projects that we believe
strengthen or preserve the company's business risk profile.  Our
intermediate financial risk assessment is also based on LVSC's
significant operating cash flow generation and cash balances as
well as our expectation that funds from operations (FFO) to debt
will exceed 30% and EBITDA coverage of interest will exceed 10x
through 2015," S&P said.


LEHMAN BROTHERS: Estate Shopping Its Stake in D.E. Shaw Group
-------------------------------------------------------------
Juliet Chung, writing for Daily Bankruptcy Review, reported that
the estate of Lehman Brothers Holdings Inc. is looking to sell its
20% stake in the D.E. Shaw Group, a $33 billion hedge-fund firm
based in New York.

According to the report, six firms have been invited to bid on the
stake, according to people with knowledge of the matter. The
invitees include publicly traded asset-management company
Affiliated Managers Group Inc ., which owns stakes in AQR Capital
Management and BlueMountain Capital Management ; Foundation
Capital Partners, a Greenwich, Conn. private-equity firm that has
raised money to buy hedge-fund stakes; and private-equity giant
Blackstone Group LP .

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: FirstBank Held in Contempt for Suing Barclays
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FirstBank Puerto Rico was held in contempt "despite
repeated warnings" that a lawsuit against Barclays Plc violated an
injunction protecting Barclays from being sued after purchasing
Lehman Brothers Holdings Inc.'s brokerage in 2008, U.S. Bankruptcy
Judge James M. Peck ruled on Dec. 3.

According to the report, Jdudge Peck wrote a prior opinion in May
where he said FirstBank "inexplicably" waived a claim against
Lehman and instead chose to sue Barclays.

In his nine-page opinion, Judge Peck faulted FirstBank's "rogue
legal theory" in ruling that Barclays is "entitled to its
reasonable counsel fees and expenses." If the two banks can't
agree on the amount of sanctions, Judge Peck will decide.

Judge Peck said FirstBank's "good faith belief" that the suit
wasn't barred failed as a defense to contempt. The judge said that
"subjective good faith is a weak defense to a strong motion for
sanctions."

Jeffrey A. Mitchell, a lawyer for FirstBank, didn't return a call
seeking comment, the Bloomberg report said.

FirstBank had a swap agreement with Lehman where it posted
securities as collateral. Those securities ended up being
transferred to Barclays as part of the sale the week of bankruptcy
in 2008.

FirstBank sued Barclays in October 2010, contending the securities
weren't Lehman's property and thus shouldn't have been transferred
to Barclays in the sale. In the May opinion, Peck ruled that the
securities were properly sold to Barclay free of claims, including
FirstBank's.

As a result of the May ruling, FirstBank said in a prior
regulatory filing that it was taking a non-cash charge of $66.5
million.

FirstBank appealed the May opinion. The appeal is being held in
abeyance while Peck decides how much in sanctions to assess
against FirstBank. Conceivably, the sanctions will mount if
FirstBank goes ahead with the appeal and loses again.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LIFE CARE ST. JOHNS: Files Bankruptcy-Exit Plan
-----------------------------------------------
Life Care St. Johns, Inc., owner and operator of the Glenmoor
retirement community in St. Johns County, Florida, last week filed
a proposed plan of reorganization that allows Life Care Pastoral
Services to retain control of the facility.

According to the explanatory disclosure statement, the Plan
provides for a "sponsor contribution".  On the effective date of
the Plan, Life Care's LCPS Management, Inc., the manager, will
transfer to Glenmoor 11.01 acres of unimproved real property
adjacent to the Glenmoor facility.  In addition, LCPS will
subordinate any claim it is owed by the Debtor to payment of the
Series 2014A Bonds, the Series 2014B Bonds, and notes to holders
of refund claims.

The Debtor said the Plan was negotiated with the statutory
committee of unsecured creditors and majority of the bondholders.

The Plan will be funded primarily from the continued operations of
the Debtor and the release of entrance fees currently held in
escrow with TD Bank and the Florida Office of Insurance Regulation
("OIR").  Post-confirmation, the Debtor will continue to be
managed by LCPS Management.

The Plan contemplates, among other things, an exchange of the
outstanding obligations under secured Series 2006 Bonds
aggregating $57.1 million with new bonds that mature in 2048.  The
Plan also contemplates the resolution of the past-due entrance fee
refunds in the amount of $7.8 million.

Under the Plan:

    * Administrative claims expected total $900,000 and unsecured
      priority claims estimated at $54,600 are unimpaired and will
      be paid in full.

    * As of the Effective Date, holders of the $57.1 million
      Series 2006 Bonds will recover 100% by exchanging their
      existing bonds for a ratable share of the Series 2014A Bonds
      and the Series 2014B Bonds.  The Series 2014A Bonds will be
      in the principal amount of $41.7 million and will mature in
      2048.  The Series 2014B Bonds will be in the original
      principal amount of $15.4 million and will mature in 2048.

    * Holders of refund claims arising under residence and care
      contracts aggregating $7.79 million will have a 60% to 100%
      recovery from a trust.  The Refund Queue Claim Holders'
      Distribution Trust will receive: (a) The Refund Queue Holder
      A Note, a note in the principal amount of $4.67 million,
      with payment of $809,000 on the Effective Date, and payments
      of $42,333 after 6 months, 9 months and 12 months following
      the Effective Date, and then 16 quarterly payments of
      $236,000; and (a) The Refund Queue Holder B Note, in the
      principal amount of $3.11 million, which will mature in
      2048.

    * Holders of general unsecured claims aggregating $284,000 are
      projected to recover 50%.  Each unsecured creditor will
      receive the lesser of 50% of the allowed amount of its claim
      or its pro rata share of $150,000 to be distribute on the
      Effective Date.

    * Holders of interests are unimpaired and will retain their
      rights as member of the Debtor.

Glenmoor will apply all available cash on hand on the Effective
Date to pay (i) all allowed administrative expense claims, (ii)
maintenance of minimum operating account cash balance of
$1,100,000 and (iii) to partially replenish the amounts required
to be held under the operating reserve fund.

The Debtor anticipates having to employ the Jacksonville law firm
of Bryant Miller Olive as bond counsel to assist with the proposed
restructuring of the bond indebtedness as contemplated by the
Plan.  The Debtor says it will file an application to employ the
firm.

The Plan contemplates the creation of an oversight committee,
which will have the ability to bind the refund queue claim
holders.  The official creditors committee will appoint the
oversight committee, comprised of at least two and up to three
individuals who are refund queue claim holders.  The initial
members of the oversight committee will be:

     (1) William K. Rigg, as Personal Representative
         Estate of Eliza S. Rigg
         4409 N. Altamaha Street
         St. Augustine, FL 32092

     (2) James Taylor, as Trustee
         for Mary Taylor
         100 Park Drive
         Cranford, NJ 07016

     (3) Kramer Upchurch, as representative
         for Frank and Tish Upchurch
         545 Carcaba Road
         St. Augustine, FL 32084

A copy of the Disclosure Statement, dated Nov. 27, 2013, is
available for free at:

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

                     About Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  Judge Jerry A. Funk
presides over the case.

The Debtor is the owner and operator of a continuing care
retirement community known as Glenmoor consisting of 144
independent living units located on a 40-acre site in St. Johns
County, Florida.

Richard R. Thames, Esq., and Eric N. McKay, Esq., at Stutsman
Thames & Markey, P.A., serves as the Debtor's counsel.  Navigant
Capital Advisors, LLC, acts as the Debtor's financial advisor.
Eddie Williams, III, Esq., and Beth A. Vecchioli, Esq., at Holland
& Knight, LLC, serves as regulatory compliance counsel.  Hamlyn
Senior Marketing, LLC, is the marketing consultant.  American
Legal Claim Services, LLC, serves as claims and noticing agent.

The official committee of creditors holding unsecured claims is
represented by Akerman Senterfitt's David E. Otero, Esq., and
Christian P. George, Esq., in Jacksonville, Florida.

The Debtor estimated assets of at least $10 million and debts of
at least $50 million.


LIGHTSQUARED INC: Signs Agreement to Settle Arent Fox's Claim
-------------------------------------------------------------
LightSquared Inc. signed an agreement to settle the claim filed by
Arent Fox LLP for unpaid pre-bankruptcy legal services.

Under the deal, Arent Fox can assert a claim in the amount of
$10,000, down from the $17,614 claim it originally wanted.  The
claim will receive treatment in accordance with the terms of
any confirmed Chapter 11 plan or other court order authorizing the
payment of claims against LightSquared.

Meanwhile, LightSquared agreed to drop its objection to the claim.
The company previously opposed the claim, saying it was filed
after the court-approved deadline for filing proofs of claim.  The
agreement can be accessed for free at http://is.gd/YKrUlq

Arent Fox can be reached at:

         Ronni N. Arnold, Esq.
         ARENT FOX LLP
         1675 Broadway
         New York, NY 10019
         Tel: (212) 484-3900
         E-mail: ronni.arnold@arentfox.com

                      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.


LIGHTSQUARED INC: Court Sets Dec. 11 Auction, Jan. 9 Plan Hearing
-----------------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman issued an order modifying
the hearing dates and deadlines established in connection with
LightSquared Inc.'s Chapter 11 plan process:

  (1) The deadline for Harbinger Capital Partners, LLC, to submit
a revised Chapter 11 plan and accompanying disclosure statement
will be Dec. 11, 2013.

  (2) The deadline by which LightSquared will notify the qualified
bidders is Dec. 5, 2013.

  (3) Auction will commence on Dec. 11, 2013 at 10:00 a.m.
(prevailing Eastern time) and will conclude by such date.

  (4) Deadline for LightSquared to disclose (i) the proposed
transaction, if any, to be implemented under its existing Chapter
11 plan and (ii) modifications, if any, to its existing plan and
accompanying disclosure statement will be on Dec. 24, 2013.

  (5) The plan supplements are due Dec. 30, 2013.

  (6) The plan objection deadline, highest bidder objection
deadline, and financial wherewithal objection deadline is on Dec.
30, 2013.

  (7) Voting Deadline is on Dec. 30, 2013.

  (8) Pre-Trial Conference is on Jan. 3, 2013 subject to the
bankruptcy court's calendar.

  (9) Deadline to submit voting report is on Jan. 3, 2014.

(10) Deadline to submit confirmation briefs in support of Chapter
11 plan and in response to plan objections, highest bidder
objections, and financial wherewithal objections is on Jan. 7,
2014.

(11) The confirmation hearing is slated for Jan. 9, 2014.

The dates may be adjourned or continued from time to time by the
bankruptcy court upon further notice.  Any party's request to
adjourn the dates should be on notice for cause shown, according
to the court order.  A copy of Judge Chapman's order dated Dec. 3
is available for free at http://is.gd/Rj6jLn

                      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.


LIGHTSQUARED INC: Asks Judge Not to Toss Suit Against Dish, Ergen
-----------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that LightSquared is urging a judge not to toss its lawsuit
against Dish Network Corp. and its chairman, Charlie Ergen, over
Mr. Ergen's purchases of LightSquared debt, saying a "reasonable
inference" can be made that the trades were illegally made on
behalf of Dish itself.

According to the report, in a Dec. 4 filing with U.S. Bankruptcy
Court in Manhattan, lawyers for LightSquared said the fact that
Mr. Ergen directed Dish's treasurer to purchase the debt should
alone cause a judge not to dismiss the suit.

"Why would a public company allow its treasurer or other high-
ranking employee to spend his time working on the side for another
fiduciary of the company if that activity was not directed or
intended to benefit that company?" LightSquared lawyers ask in
their filing, the report cited.

LightSquared's suit, filed last month after a similar one by
controlling shareholder Phil Falcone and Harbinger Capital
Partners was dismissed, alleges that Mr. Ergen illegally purchased
more than $1 billion in LightSquared debt before Dish bid on the
company's assets, the report said.  As a competitor of
LightSquared, Dish itself would have been prohibited from buying
the debt.

Dish then asked Judge Shelley C. Chapman to dismiss the suit,
saying it is a "conspiracy theory" that "makes no sense," the
report noted.  A hearing on the dismissal request is set for
Dec. 10.

                      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.


LIGHTSQUARED INC: Harbinger Appeals Dismissal of Suit v. Dish
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc.'s is one of those bankruptcies
where it seems like the contending factions litigate, and appeal,
everything.

According to the report, the conflict surrounding the company, a
developer of a satellite-based wireless communications system,
isn't surprising given how billions of dollars' worth of licenses
for frequency spectrum hang in the balance.

The latest move is an attempted appeal by Philip Falcone's
Harbinger Capital Partners LLC, LightSquared's controlling
shareholder.

The bankruptcy court last month dismissed Harbinger's lawsuit
against Charles Ergen and his Dish Network Corp. Harbinger alleged
that a Dish affiliate improperly bought more than $1 billion in
LightSquared debt as part of a strategy to acquire spectrum
licenses at "distressed prices."

While it's unclear whether the dismissal was a final order
conferring a right to appeal, Harbinger filed papers on Dec. 2
asking the bankruptcy judge to allow a challenge in light of what
it called "dispositive errors" of controlling bankruptcy law.

Harbinger said the bankruptcy judge erred in ruling that only
Reston, Virginia-based LightSquared, not Harbinger, could sue Dish
and Ergen.

The bankruptcy judge did let Harbinger file a revised complaint
challenging Dish's claim against LightSquared. That complaint,
filed this week, could form the basis for denying an appeal, on
the theory that last month's dismissal wasn't the final chapter in
the saga.

Dish and Ergen have filed to dismiss LightSquared's own lawsuit,
making many of the same allegations as those that got Harbinger's
case thrown out. Dish and Ergen have until Dec. 16 to file papers
opposing an appeal by Harbinger at this time.

The main event in LightSquared's bankruptcy begins Dec. 10 with
the confirmation hearing to approve one of four competing
reorganization plans: one each by LightSquared and Harbinger, one
from a group of secured lenders and one from Mast Capital
Management LLC. Dish would take control under the secured lenders'
plan.

An auction will be held to determine who will pay the most for the
frequency licenses.

                      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.


LOCAL SERVICE: Pretrial Conference Dec. 19 in Suit v. Colo. County
------------------------------------------------------------------
During the status/scheduling conference on Dec. 3, 2013, in the
case captioned, ONYX PROPERTIES LLC, a Colorado Limited Liability
Company; EMERALD PROPERTIES, LLC, a Colorado Limited Liability
Company; VALLEY BANK AND TRUST, a Colorado State Bank; PAUL
NAFTEL, an individual; SHAUNA NAFTEL, an individual; and The
Estate of LOCAL SERVICE CORPORATION by and through its Chapter 11
Bankruptcy Trustee, SIMON E. RODRIGUEZ, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, Defendant; and KENNETH G.
ROHRBACH, KAREN L. ROHRBACH, PAUL K. ROHRBACH, and COMPOST
EXPRESS, INC., a Colorado corporation, Plaintiffs, v. BOARD OF
COUNTY COMMISSIONERS OF ELBERT COUNTY, in its official capacity,
Defendant, Civil Case No. 10-cv-01482-LTB-KLM, Consolidated w/ No.
11-cv-02321-RPM-MJW, Colorado District Judge Lewis T. Babcock
ruled that:

     1. A Fed. R. Civ. P. Rule 16 Pretrial Conference is set
        for Friday, December 19, 2014 at 9:00 a.m.

     2. A Final Trial Preparation Conference is set for Friday,
        January 30, 2015 at 9:00 a.m.

     3. A two-week jury trial is scheduled to commence March 16,
        2015 at 9:00 a.m.

The Plaintiffs, which include Onyx Properties LLC; Emerald
Properties, LLC; Valley Bank and Trust, a Colorado State Bank; and
Paul and Shauna Naftel, assert class claims pursuant to Fed. R.
Civ. P. 23 for violations of their constitutional rights under 42
U.S.C. Sec. 1983, "including, but not limited to, the Fifth and
Fourteenth Amendment" resulting in a taking of property rights by
Elbert County without due process of law.  The Plaintiffs also
assert individual claims under Sec. 1983 for the loss of their
individual property rights by Elbert County's enforcement of its
allegedly invalid zoning regulations.  They seek damages, as well
as injunctive relief enjoining Elbert County "from any further use
of their invalid Zoning Regulations against" Plaintiffs and all
other members of the public.  The Plaintiffs seek to expand the
proposed class definition from "a class consisting of all persons
who have on or after August 28, 1997 (1) submitted an application
for an A-1 rezone; and (2) all persons who have had the A-1
provisions of the Zoning Regulations as amended by Wolf (inclusive
of the Wolf Maps) and Elbert County enforced against them
regarding the A-1 zone" to "all persons who submitted any
application under Elbert County's Zoning Regulations and who were
subjected to the county's enforcement of any aspect of its Zoning
Regulations."

A copy of the Court's Dec. 3, 2013 Order is available at
http://is.gd/3khvOnfrom Leagle.com.

                        About Local Service

Local Service Corporation filed for Chapter 11 bankruptcy (Bankr.
D. Colo. Case No. 08-15543) on April 25, 2008.  In June 2010, the
U.S. Trustee's Office appointed Simon Rodriguez as the Chapter 11
trustee for the LSC estate.

John D. Watson, who held stock interests in LSC, is a debtor in a
separate Chapter 7 case.  Jeffrey A. Weinman was appointed as the
Chapter 7 trustee for Mr. Watson's bankruptcy estate (Bankr. D.
Colo. Case No. 07-21077) in February 2008.  Mr. Weinman became the
sole board member of LSC, elected himself President, and was
authorized to make decisions for LSC.


MACCO PROPERTIES: Living Investments Objects to Dismissal Motion
----------------------------------------------------------------
Living Investments, LLC, objects to the amended motion filed by
Lew S. McGinnis and Jennifer Price on Oct. 29, 2013, for the
voluntary dismissal of the jointly administered bankruptcy cases
of Macco Properties, Inc., and NV Brooks Apartments, LLC.

According to papers filed with the Court on Nov. 11, 2013, Living
Investments filed its Notice of Appearance on Oct. 30, 2013, as an
Interested Party by virtue of its continued interest in certain
insurance proceeds to which it is entitled which arise out of the
purchase of the NV Brooks Apartments previously owned by NV Brooks
Apartments, LLC.

Living Investments tells the Court it is the assignee of a large
portion of the insurance proceeds owed by First Specialty
Insurance Company.  According to Living Investments, First
Specialty now refuses to pay the remaining claims owing on the
underlying insurance policy and has filed a lawsuit seeking
declaratory relief in the Supreme Court of the State of New York,
County of New York naming the Debtor and General Properties as
defendants.  Although Living Investments has a contractual right
to the proceeds of the Policy, it was not named as a Defendant in
the New York Litigation, Living Investments relates.

Living Investments requests that the Court (1) deny the Amended
Motion to Dismiss filed by McGinnis and Price, (2) permit the
jointly administered bankruptcy cases to be converted to Chapter 7
to be administered until all litigation is resolved and (3) award
such other and further relief as the Court deems just and proper.

The Chapter 11 Trustee, the United States Trustee, and Brooks
Apartments, LLC, also filed objections to the Amended Dismissal
Motion.

                 Chapter 11 Trustee's Objection

Michael E. Deeba, Chapter 11 Trustee of the bankruptcy estate of
Macco Properties, Inc., says the Amended Motion adds nothing
further to the original Motion except it seeks to have an escrow
account set up to hold the estate funds for the purpose of making
payments to creditors of the estates.  The Chapter 11 Trustee says
the best interest of creditors and the estate is to allow the
cases to be converted to Chapter 7 to provide for the orderly and
continuing liquidation of the remaining assets and the
distribution of the estate funds in both cases as provided for
under the U.S. Bankruptcy Code.

                    U.S. Trustee's Objection

United States Trustee Richard A. Wieland previously filed a motion
to convert the cases to administration under Chapter 7.  Mr.
McGinnis and Ms. Price have filed an objection to the UST's
motion.

As set forth in his motion, the UST contends that conversion of
these estates is in the best interest of creditors and the
estates.  Therefore, the UST objects to the request of Mr.
McGinnis and Ms. Price seeking dismissal as not being in the best
interest of creditors and the estates.

NV Brooks Apartment's Objection

Debtor NV Brooks Apartments, LLC, by and through Michael E. Deeba,
Trustee of Macco Properties, Inc., owner/member/manager of Debtor,
objects to the Amended Dismissal Motion.  In support of its
objection, Debtor NV Brooks Apartments, LLC adopts and
incorporates by reference its Objection of Debtor In Possession,
NV Brooks Apartments, LLC, to the McGinnis/Price Motion to Dismiss
[Doc. 1809], filed Oct. 17, 2013.

About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

Macco Properties filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartments, LLC (10-16503); JU Villa Del Mar Apartments, LLC, and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

Receivership Services Corp., a division of the Martens Cos.,
serves as property manager for the six Wichita apartment complexes
caught up in the bankruptcy of Macco Properties of Oklahoma City.

On May 31, 2011, an Order was entered appointing Michael E. Deeba
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, Esq., at Welch Law Firm, P.C., in Oklahoma City.

In August 2013, the Bankruptcy Court signed off on an agreed order
dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU
Villa Del Mar Apartments.


MCGRAW-HILL SCHOOL: Moody's Rates $200MM Secured Term Loan 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
(CFR) and a B1-PD Probability of Default Rating (PDR) to McGraw-
Hill School Education Holdings, LLC ("MHSE"). Moody's also
assigned B2 to the company's proposed $200 million senior secured
term loan. Net proceeds from the new term loan along with $200
million of balance sheet cash are expected to fund a special
dividend of $395 million and transaction related fees. The rating
outlook is stable.

Assignments:

Issuer: McGraw-Hill School Education Holdings, LLC

  Corporate Family Rating: Assigned B1

  Probability of Default Rating: Assigned B1-PD

  NEW $200 million Senior Secured Term Loan: Assigned B2, LGD4 --
  67%

Outlook Actions:

Issuer: McGraw-Hill School Education Holdings, LLC

  Outlook is Stable

Ratings Rationale:

MHSE's B1 Corporate Family Rating (CFR) reflects the challenges
associated with growing revenue in the K-12 education market due
to pressure on school budgets, uncertain timing related to
eventual local or state funding as the market transitions to
digital and Common Core State Standards, and event risk from
ownership by financial sponsor, Apollo Global Management
("Apollo"). Moody's believes the company's debt-to-EBITDA
(estimated 2.3x LTM December 2013 incorporating Moody's standard
adjustments, changes in deferred revenues, and cash plate capital
expenditures as a reduction in EBITDA) will remain in a low to mid
2x range in 2014 with free cash flow-to-debt ratios greater than
20% allowing some flexibility to invest organically in growth or
through acquisitions and to deal with its dependence on local and
state government funding that face cutbacks or delays due to
budget pressures. Ratings are supported by MHSE's good market
position as the third largest publisher focused on providing a
portfolio of K-12 educational publishing materials. Moody's
expects growth in state tax receipts and a potential lift in
purchases of educational materials related to Common Core State
Standards instructional and testing requirements over the next 12
months will lead to a better operating environment than over the
last five years, where the textbook market dropped by more than
30%. According to statistics compiled by the Association of
American Publishers, total net sales of elementary and secondary
instructional materials increased by 6.8% year-to-date through
September 2013 compared to 2012. Net sales for the industry in the
adoption states increased by 9.1% compared to the prior-year
period, while net sales in the open territory states increased by
4.7%.

Moody's nevertheless believes the transition to digital and Common
Core State Standards will be challenging with competitors such as
Pearson plc (Baa1, stable) looking to take advantage of
significant and broad investments to gain share, which could
pressure smaller publishers with less access to capital, including
MHSE. There are also risks of increasing competition from new
providers of digital offerings who may emerge as qualified
competitors among the established players or gain meaningful
distribution after being acquired. Moody's also believes
additional distributions are likely as cash builds up or leverage
declines given Apollo's comfort with debt financed dividends.
Although MHSE and McGraw-Hill Global Education Holdings, LLC
("MHGE") are separate entities, there is some overlap in
operations given their shared services arrangement and potentially
with M&A activity. Moody's notes the $51 million upfront payment
for ALEKS Corporation, acquired by MHGE for $105 million in June
2013, was funded largely by MHSE which paid MHGE $25.5 million in
cash for exclusive rights to sell ALEKS products to the K-12
market plus an additional $12.5 million in cash representing an
advance under the 15% royalty rate paid on net sales to MHGE. The
remainder of the $105 million purchase price will be paid by MHGE.
Moody's believes management, including the new CEO and CFO, both
of whom come from Pearson Education's School (K-12) Group, has
good experience. The company is focused on reducing legacy cost
structures and has completed actions to achieve $27 million of
expense savings or 40% of its total $64 million savings target.
MHSE provides all its core K-12 content in digital formats and
expects digital revenue will comprise 20% of total revenue in
2013, compared to 5% in 2009. Liquidity is good with roughly $69
million of cash as of September 30, 2013, pro forma for the
dividend transaction. Given the seasonal swings in working
capital, Moody's expects cash balances to fall well below this
level in the first half of 2014 before building up to more than
$150 million by the end of 2014.

The stable rating outlook reflects Moody's expectation that the
company will largely maintain its share of the K-12 market as
certain states move forward with adoptions. The stable outlook
also reflects Moody's expectation that MHSE will maintain good
liquidity with no significant drawdowns under its ABL revolver
facility. Moody's also assumes in the stable rating outlook that
there will be no additional cash distributions over the next 12
months as the company focuses on investment and revenue growth.
MHSE's ratings could be downgraded if weak market conditions,
delays in local or state spending on education materials, poor
demand for the company's digital offerings, or competitive
pressures lead to declining revenues or EBITDA. Ratings could also
be downgraded if the company is not able to maintain good free
cash flow generation or if leveraging acquisitions or shareholder
distributions lead to debt-to-EBITDA leverage being sustained
above initial levels (including Moody's standard adjustments). A
deterioration of liquidity would reduce the company's flexibility
to invest and execute its growth initiatives and could also lead
to downward rating pressure. Ownership by a financial sponsor and
the potential for additional distributions pressure debt ratings.
Moody's could consider an upgrade of ratings if the K-12 education
materials market demonstrates stability and if MHSE is able to
consistently grow revenue and at least maintain its market share
as the transition to digital and Common Core standards progresses.
Moody's would also need to be assured that the company is willing
to adhere to operating and financial policies that are consistent
with a higher rating including acceptable leverage and prudent
levels of shareholder distributions. MHSE would also need to
maintain at least good liquidity with more than sufficient cash to
minimize borrowing needs in the first half of the calendar year.

McGraw-Hill School Education Holdings, LLC, headquartered in
Columbus, OH, is a leading provider of digital, print and hybrid
instructional materials, as well as assessment products and
services, for the K-12 market. A subsidiary of a publishing
company that was formed in 1909, MHSE is one of the three largest
U.S. education publishers focusing on the K-12 market with roughly
$750 million of revenue for the 12 months ended September 30,
2013. MHSE has shared services arrangements with its larger sister
company, McGraw-Hill Global Education Holdings, LLC, a global
provider of learning materials targeting the higher education
market. MHSE and MHGE were acquired by funds affiliated with
Apollo Global Management, LLC in March 2013 for a combined $2.4
billion purchase price and are both wholly-owned subsidiaries of
MHE US Holdings, LLC. MHSE (allocated 20% or $476 million of the
combined purchase price) does not guarantee or provide any
collateral to financings of MHGE (allocated 80% of the combined
purchase price) and MHGE will not guarantee or provide collateral
to the financing of MHSE.


MENORAH CONGREGATION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Menorah Congregation and Religious Center
           d/b/a Camp Menorah
        9 Sophia Street
        Monsey, NY 10952

Case No.: 13-23976

Chapter 11 Petition Date: December 4, 2013

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Leo Fox, Esq.
                  630 Third Avenue, 18th Floor
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1847
                  Email: leofox1947@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Fortgang, president.

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


METRO AFFILIATES: Hoyt Bids for Busted Competitor
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that one bankrupt New York City school bus operator is
bidding to buy a similarly bankrupt competitor.

According to the report, Atlantic Express Transportation Corp.,
the fourth-largest such operator in the U.S., goes up for auction
on Dec. 11.  Atlantic filed for Chapter 11 reorganization on
Nov. 4 in Manhattan.

Hoyt Transportation Corp., a competing bus operator, filed for
Chapter 11 protection in July after its last contract with the
city school system expired. Brooklyn, New York-based Hoyt is
seeking to bid for some of the Atlantic routes to resume
operations.

While Hoyt said it's "somewhat unconventional" for one bankrupt
company to bid for another, buying routes makes sense because the
company still has 200 mini-wagons after selling off 100 buses.

Hoyt said that restarting operations might avoid some or all of
$22 million in pension withdrawal liability through the rehiring
of union workers. Hoyt said it's negotiating with the union to get
favorable wage rates similar to other operators'.

The bankruptcy court in Brooklyn will hold a hearing on Dec. 5 to
decide whether Hoyt can bid for Atlantic. Hoyt said it has more
than $5.3 million to use in an acquisition.

Hoyt at one time operated 350 buses. Initially, Hoyt said the
Chapter 11 case would be a liquidation because its routes were
awarded to other operators.

                      About Metro Affiliates

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

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

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

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

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

                     About Hoyt Transportation

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

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


METRO FUEL: NYSB Insists on Ch. 7; Debtor Says Bid Premature
------------------------------------------------------------
New York Commercial Bank filed an omnibus reply (i) in support of
its amended motion for conversion of debtors Metro Fuel Oil Corp.,
et al.'s cases to Chapter 7 and (ii) in response to (A) the
Official Committee of Unsecured Creditors' objection to the
conversion motion and (B) the joinder of the Debtors, in part, to
the committee objection:

   -- First, conversion will not result in nearly the level of
administrative expense claims asserted by the Committee.

   -- Second, whether the Metro cases are converted has no
connection to whether the Pullos remain in involuntary bankruptcy
or to the ultimate distribution of the Pullos' assets.  If the
Metro cases were converted, the Pullos would remain in involuntary
bankruptcy, and the Chapter 7 trustee would (presumably) step into
the estate's shoes as petitioning creditor, with the same rights
and powers, as a fiduciary duty of the Metro estates.  The other
petitioning creditors would remain.  The rationale for the Pullos'
involuntary bankruptcy cases would not have changed or been
affected.  To the extent that (i) NYCB's liens currently are or
are not subject to avoidance or (ii) the Pullos currently are able
or unable to reach a settlement with only certain of their
creditors, nothing about conversion of the Metro estates would
change those things.

   -- Third, even a cursory review of the plan "highlights" set
forth in the Committee Objection indicates that the Committee's
apparent proposed "plan" will be facially defective and
unconfirmable.  In addition to the numerous infirmities
anticipated in the Co-Exclusivity Objection (i.e., administrative
insolvency, inability to surcharge NYCB collateral, improper
releases, etc.), the description of the plan set forth in the
Committee Objection gives rise to other obvious confirmation
issues that the Committee cannot overcome, including
gerrymandering/improper classification and voting issues,
feasibility concerns and an inability to effectuate the
substantive consolidation of the Debtors' estates.

   -- Fourth and finally, conversion of these cases to Chapter 7
is not premature.  NYCB has been seeking conversion of these cases
consistently since Jan. 29, 2013 ? approximately nine and half
months ago.  During that entire time, it has been clear that the
Debtors' cases are administratively insolvent and that a straight
and clean liquidation according to the priority scheme set
forth in Chapter 7 of the Bankruptcy Code is the best path
forward.  The events to date have only confirmed NYCB's belief
that conversion, now, is the most efficient and sure means of
bringing these cases to proper resolution.

                  Committee Offers Chapter 11 Plan

As reported in the TCR on Nov. 22, 2013, the Official Committee of
Unsecured Creditors objects to the conversion, noting that NYCB's
allegations fall flat compared to the Committee's plan of
liquidation, which the Committee is prepared to file for
consideration by the Debtors' entire creditor body upon entry of
an order granting co-exclusivity.

"The plan is the only vehicle available for the Debtors' creditors
that fairly and equitably distributes the approximately $18
million to $24 million that the Pullos are expected to provide as
a plan contribution.  Conversion would be ruinous, likely saddling
these estates with another $1.5 to $2 million in administrative
claims in the form of Chapter 7 trustee fees and expenses -- funds
that would otherwise go to creditors under the plan.  Even if the
estates could stomach the additional expense (which they cannot),
conversion paves the way for NYCB's judgment liens against the
Pullos' assets to become unavoidable or for the Pullos to cut long
threatened deals with the Secured Lenders to the exclusion of the
estates.  Under either scenario, the Pullos would become judgment
proof, and valuable estate claims would suddenly become
valueless," the Committee avers in court filings.

"These estates and their creditors clearly deserve an opportunity
to confirm a plan that is fully formed, ready to file, and
confirmable over NYCB's objection.  More importantly, the plan
presents the only opportunity for unsecured creditors to receive a
distribution in these cases within a reasonable timeframe.
Conversion is a remedy of last resort, and has no place where a
viable option in the form of the Committee's plan is ready to be
tested by the entire creditor body as opposed to a select few."

                      Joinder of the Debtors

The Debtors join in the objection of the Committee solely to the
extent that it seeks to deny the relief sought by NYCB.

The Debtors believe that it is premature to convert the Debtors'
Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code
as well as to grant the Committee's Co-Exclusivity Motion.

According to papers filed with the Court, the Debtors and
stakeholders with substantial interests in the outcome of the
Chapter 11 cases have engaged in significant and meaningful arm's-
length settlement negotiations over the past several months that
have resulted in the Pullos' willingness to make a meaningful
financial contribution that will allow the parties to amicably
resolve not only the Chapter 11 cases through a plan of
liquidation or otherwise, but also the involuntary bankruptcies
filed against the Pullos.  "It would not be prudent for these
efforts, which required significant resources, to be cut short at
this juncture."

"To convert the Chapter 11 cases to cases under Chapter 7 of the
Bankruptcy Code would render the hard work that these parties have
engaged in meaningless and impose significant additional
administrative expenses on the Debtors' estates.  The efforts of
the Debtors, the Committee, the Debtors' secured lenders, and the
Pullos have made a resolution of the Chapter 11 Cases feasible in
the near term.  This consensual resolution is a far superior
option to the protracted litigation on multiple fronts that would
follow conversion of the Chapter 11 cases.  The Debtors should be
given the opportunity to control the process to provide for the
orderly and efficient distribution of the Debtors' assets and
winding-up of the Chapter 11 Cases.  However, if the Chapter 11
cases are converted, any hope for the consensual resolution of all
claims between many different parties will be doomed."

                     NYCB's Conversion Motion

As reported in the TCR on June 26, 2013, New York Commercial Bank
filed an amended motion, seeking conversion of Metro Fuel Oil
Corp., et al.'s chapter 11 cases to cases under chapter 7.

NYCB says that after a long, expensive and disappointing sale
process, which yielded far less than what the Debtors projected at
the outset of these cases, and which cost millions of dollars, the
Debtors' estates have been left administratively insolvent, with
no viable method of exit other than conversion to chapter 7.

According to NYCB, the Debtors' assets have been liquidated, and
the estates now essentially consist of approximately $15 million
in cash and certain potential causes of action.  All of the cash
on hand and other assets are encumbered by the liens of NYCB and
the Debtors' other secured creditors.  Indeed, even the Debtors'
previously unencumbered property and the proceeds thereof are now
NYCB's collateral by virtue of NYCB's adequate protection liens.

NYCB notes that under well-settled case law, administrative
insolvency constitutes "cause" for conversion to Chapter 7.  The
estate holds no unencumbered cash.  Yet, there are more than
$4.5 million of asserted Sec. 503(b)(9) claims against the
Debtors' estates, plus additional postpetition administrative
expense claims that would need to be satisfied for a plan to be
confirmed and go effective.

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and David
Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed a seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for the base purchase price of
$27,000,000, subject to adjustments.


MINERS OIL: Court Allows Copeland Fees Amid Ex-Officer's Protest
----------------------------------------------------------------
In the Chapter 11 case of Miners Oil Company, Inc., Bankruptcy
Judge William F. Stone, Jr., allowed (1) the final application of
Copeland & Bieger, P.C. in the total amount of $101,134.50
comprised of $98,694.61 for fees (disallowing $7,352.85 +
$3,237.59) and $2,439.89 for expenses, and (2) the final
application of Copeland Law Firm, P.C. in the total amount of
$17,529.19 comprised of $15,902.85 for fees (disallowing
$1,147.15) and $1,626.34 for expenses.

In each of these firms, Robert T. Copeland, Esq., has been the
chief engagement partner for the Debtor's representation.

Judge Stone overruled the objection filed by Richard D. Bays, the
Debtor's former president and sole shareholder.

According to Judge Stone, "This decision recounts a cautionary
tale about the inherent risks associated with a Chapter 11 case
and the recriminations which fly when rosy expectations of a
successful resolution of a multitude of serious interrelated
financial issues are shattered and the businessman who started the
process is left astounded by how quickly he has learned that one's
attempt to control events can come to grief in a reorganization
case without the support of creditors. Filing a Chapter 11 case is
something like a very sick man taking very potent medicine; it may
restore him to health if it doesn't kill him."

Judge Stone also added, "I have taken more time considering this
case than is my usual practice because it has been difficult to
arrive at a decision which seems satisfying as being both correct
in its application of the governing legal principles and fair.
Certainly no creditor has voiced any support for the Objection and
the United States Trustee, who has not been at all reluctant to
challenge Mr. Copeland's Chapter 11 representation in other cases,
has stated on the record, by counsel, that she does not join in
the Objection.  So there seems to be a consensus that the firms
have earned most, if not all, of the compensation sought in this
case.

"I recognize that Mr. Copeland had to make decisions on the fly at
the same time as he was dealing with a myriad of issues associated
with the filing and prosecution of this case, not to mention
innumerable other time pressures and demands which are part of the
reality of a very busy bankruptcy legal practice. In contrast I
come along two years later in the cool of the evening and with all
the time I have thought necessary to review his actions under a
microscope as it were. I have not found any reported decision
which closely mirrors the facts presented here as I have
determined that Mr. Copeland never represented Mr. Bays personally
and that he did not use any confidential information which the
latter provided to him to the latter's detriment.

"Even so, I have concluded that Mr. Copeland's disclosure was
inadequate and that the principle involved is so critical to the
proper functioning of the bankruptcy system that it must be upheld
even, or perhaps especially, in cases having hard facts. The
applicable rules are well known to Mr. Copeland as he has been a
very active bankruptcy attorney for over thirty years and during
that time has filed and handled numerous Chapter 11 cases. Indeed
he was involved, either as counsel for the debtor-in-possession or
for some other party in interest, in all four of my prior
decisions dealing with these matters which have been reviewed in
an earlier portion of this opinion."

A copy of Judge Stone's Dec. 3, 2013 Memorandum Decision is
available at http://is.gd/N9ZzKufrom Leagle.com.

Miners Oil Company, Inc., based in Abingdon, Virginia, filed a
Chapter 11 bankruptcy petition (Bankr. W.D. Va. Case No. 11-72354)
on Nov. 21, 2011.  Judge William F. Stone Jr. oversees the case.
Robert Tayloe Copeland, Esq., at Copeland & Bieger, P.C., serves
as the Debtor's counsel.  Miners Oil estimated $1 million to $10
million in both assets and debts.  A list of the Company's 20
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/vawb11-72354.pdf
The petition was signed by Richard Bays, president.

Mr. Bays filed an individual Chapter 11 petition (Case No.
11-72354) on Nov. 21, 2011.


MONTANA ELECTRIC: Prudential Opposes Liquidating Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Southern Montana Electric Generation & Transmission
Cooperative Inc. should be reorganized rather than liquidated,
secured noteholders including Prudential Insurance Co. of America
said.

According to the report, the co-op took an abrupt turn toward
liquidation last week when a bankruptcy judge in Butte, Montana,
removed the Chapter 11 trustee and restored control to the four
remaining municipal customers that are also the owners. With
support from the noteholders, the Chapter 11 trustee had a
reorganization plan on file under which operations would continue,
with the municipal customers buying power under long-term
contracts.

The co-op owners filed a liquidating plan and scheduled a Dec. 10
hearing for approval of disclosure materials. If implemented, the
plan would sell off the assets and discontinue operations, letting
the municipal owners off the hook for buying power in future
years.

This week, Prudential and the noteholders' indenture trustee filed
papers opposing approval of the owners' disclosure statement. They
said all classes of secured and unsecured creditors would fare
better through reorganization than by liquidation.

Prudential contended that the owners have a conflict of interest
because their plan would absolve them of liability on their
purchase contracts, at the expense of creditors.

After the Chapter 11 filing in October 2011, the co-op lost two of
its six municipal customers and about 35 percent of revenue. At
the time, a deadlock among the owners prompted the judge to
appoint a trustee.  With the deadlock resolved, the judge removed
the trustee last week.

                  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.


MORGAN INDUSTRIES: Court Converts Case to Chapter 7
---------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey entered,
on Nov. 6, 2013, an order converting Morgan Industries
Corporation's Chapter 11 bankruptcy case to one under Chapter 7 of
the Bankruptcy Code.  The Bankruptcy Court ordered the United
States Trustee to immediately appoint a Chapter 7 trustee in the
case.  The court had directed all parties-in-interest to show
cause at a hearing in October why the case must not be dismissed
or converted to Chapter 7 of the Bankruptcy Code.

                      About Morgan Industries

Morgan Industries Corporation, along with affiliates, sought
Chapter 11 protection (Bankr. D.N.J. Lead Case No. 12-21156) in
Trenton, New Jersey, on April 30, 2012.

Affiliates that filed separate bankruptcy petitions are Hunter
Composite Technologies Corporation; Hunter Marine Corporation;
Luhrs Corporation; Mainship Corporation; Ovation Yachts
Corporation; Salisbury 10 Acres, L.L.C.; Salisbury 20 Acres,
L.L.C.; and Silverton Marine Corporation.

The Debtors, through their trade name the Luhrs Marine Group,
produce and sell recreational powerboats and sailboats under the
iconic brand names of Silverton, Ovation, Luhrs, Mainship, and
Hunter Marine.  In 2010, Silverton, Mainship and Luhrs,
collectively, held roughly 5.3% of the U.S. market for fiberglass,
in-board engine powerboats greater than 27 feet in length.
Additionally, Hunter Marine was the largest manufacturer of
sailboats in the U.S., accounting for an estimated 32% of new
sailboat registrations in 2010, making it the sixth consecutive
year Hunter Marine represented roughly 30% of all new sailboat
registrations in the U.S.  The Debtors have a network of 90
dealers in the U.S. and 80 dealers in 40 other countries.

Judge Michael B. Kaplan oversees the case.  Robert Hirsh, Esq.,
and George Angelich, Esq., at Arent Fox LLP serve as bankruptcy
general counsel to the Debtors; Capstone Advisory Group, LLC, acts
as financial advisors; Katz, Kane & Co. as investment bankers; and
Donlin Recano & Company, Inc. as claims agent.

The Debtors disclosed $53 million in total assets and $80 million
in total liabilities as of the Chapter 11 filing.

Stuart M. Brown, Esq., at DLA Piper LLP (US), represents primary
lender Bank of America N.A.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler PC.

The Debtors have filed a plan of liquidation with the Official
Committee of Unsecured Creditors as co-proponent.  The Plan is a
liquidating plan and does not contemplate the continuation of the
Debtors' businesses.  The Debtors have substantially completed
liquidating most, if not all, of their operating assets.


MOUNTAIN PROVINCE: Obtains Permit on Gahcho Kue Land Use
--------------------------------------------------------
The Mackenzie Valley Land and Water Board has approved a pioneer
Land Use Permit for the Gahcho Kue diamond mine.  The pioneer Land
Use Permit allows land-based site works to commence in preparation
for deliveries planned for the 2014 winter road season.

Tony Guthrie, CEO of De Beers Canada, commented: "De Beers, as the
Operator of the Gahcho Kue Project, extends its appreciation to
the Mackenzie Land and Water Board for the efficient processing of
the pioneer Land Use Permit application.  Approval of the permit
allows Gahcho Kue to position itself for the start of full
construction pending the receipt of the full Land Use Permit and
Water License expected in 2014.  The construction and operational
phases of Gahcho Kue will benefit the Canadian economy and local
communities, creating new business and employment opportunities
for residents of the Northwest Territories and continuing to build
Canada's position as a premier diamond producer."

The scope of the planned pioneer site works conforms to the water
use and waste disposal terms of the existing Type B Water License
for the Gahcho Kue project.

Patrick Evans, Mountain Province president and CEO, added: "This
represents an important milestone for the Gahcho Kue project.  The
shareholders of Mountain Province look forward to an efficient and
timely completion of the remaining regulatory process in 2014,
which is necessary to ensure the optimal development of the Gahcho
Kue diamond mine".

Gahcho Kue will employ close to 700 people during the two years of
construction and close to 400 people during its operational phase.
The Gahcho Kue project life of mine is approximately 11 years in
duration and will mine about 31 million tonnes of ore containing
an estimated 49 million carats.  These carats include an estimate
of carats recovered below the bottom cut-off of the plant and
therefore differ by a small amount to those reported in the 2013
Anglo American Annual Report.

Gahcho Kue is a joint venture between De Beers (51 percent) and
Mountain Province Diamonds (49 percent) and is located 280 km
northeast of Yellowknife, Northwest Territories.

The Gahcho Kue joint venture is also currently updating the 2010
Gahcho Kue feasibility study and expects to announce the results
of an Optimization Study early in the New Year.

                 About Mountain Province Diamonds

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

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

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


MSI CORP: Can Access FCB Cash Collateral Until March 1
------------------------------------------------------
MSI Corporation, First Commonwealth Bank and The "M" Line Railroad
Company entered, on Nov. 22, 2013, a second stipulation
authorizing the Debtor to use cash collateral nunc pro tunc from
Nov. 15, 2013, through March 1, 2014, solely to pay necessary
expenses incurred in the ordinary course of the Debtor's business
operations, pursuant to a budget.

The Railroad Company is a non-operational Pennsylvania business
corporation which is owned by a principal of the Debtor.  As of
the petition date, the Railroad Company was a co-borrower or
guarantor in connection with some, but not all, of the loans made
by the Bank to the Debtor.

A copy of the Second Stipulation and Order authorizing usage of
cash collateral is available at:

          http://bankrupt.com/misc/msicorp.doc147.pdf

                         About MSI Corp.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.

Albert's Capital Services, LLC, is the Debtor's chief
restructuring officer.  Michael J. Roeschenthaler, Esq., and Scott
E. Schuster, Esq., at McGuireWoods LLP, in Pittsburgh, serve as
the Debtor's counsel.  Geary & Loperfito, LLC serves as special
counsel.

No unsecured creditors was formed because no one responded to the
U.S. Trustee's communication for service on the committee.


MTS GOLF: Court Confirms Reorganization Plan
--------------------------------------------
MTS Land LLC and MTS Golf LLC have won confirmation of their Third
Amended Joint Plan of Reorganization.

A copy of the confirmation order entered by Judge Eileen W.
Hollowell on Nov. 22, 2013, is available for free at:

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

In advance of the Nov. 21 confirmation hearing, the U.S. Trustee
filed documents asserting that the "exculpation clause" under the
Plan is not in the best interests of the estate and is not allowed
under 9th circuit law.  "[The Debtors] apparently believe that an
exculpation clause is justifiable if the proposed exculpated party
has performed quality work in the bankruptcy case.  This is
incorrect," the U.S. Trustee said.

The Debtors' Plan is a 100% payment plan.  All creditors with
allowed claims will be paid the amount of their allowed claims in
full through the Plan.  General unsecured creditors are still
impaired -- they will be paid in full in cash, plus post-Effective
Date interest on the first anniversary of the Effective Date.  The
holders of equity securities are unimpaired and will retain all of
their legal interests.  A copy of the Third Amended Joint Plan of
Reorganization, as modified Oct. 30, 2013, is available for free
at: http://bankrupt.com/misc/MTS_Golf_3rd_Amended_Plan.pdf

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Cal.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Gerald M.
Gordon, Esq., Robert C. Warnicke, Esq., and Teresa M. Pilatowicz,
Esq., at Gordon Silver, represent the Debtor.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The Plan filed in the Debtors' cases provides that all creditors
with allowed claims will be paid the amount of their allowed
claims in full through the Plan.  Holders of equity securities of
Debtors will retain all of their legal interests.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


NASSAU TOWER: Santander Bank Finds Plan "Unconfirmable"
-------------------------------------------------------
Santander Bank, N.A., formerly known as Sovereign Bank, N.A., says
Nassau Tower Realty, LLC, is proposing an unconfirmable
bankruptcy-exit plan and thus the court should outright deny
approval of the explanatory disclosure statement.

The Debtor is seeking approval of the adequacy of the information
in the Disclosure Statement so that it can begin soliciting votes
on the Plan and schedule a hearing to confirm the Plan.

Santander in its disclosure statement objection says that it
asserts a claim of $2.67 million for promissory notes that mature
in 2008 and 2008 and secured by the Debtor's properties in New
Jersey.  Santander complains that the Disclosure Statement fails
to provide any disclosure concerning the debt, the value of the
properties, and how the claim will be satisfied.

According to Santander, the Plan proposes to classify its secured
claim separately in Class Two and provide a treatment
characterized as "unimpaired".   The Plan purports to permit
Santander to retain its mortgage on its collateral.

Santander submits that the proposed treatment of its claims "per
se unconstitutional" in its treatment of the bank's property
rights, particularly because the debt matured over four years ago
and is the subject of pending state court foreclosure and law
division actions against non-debtor guarantors of the debt.

"While the Disclosure Statement is unacceptable because it
provides inadequate disclosure concerning the Santander Secured
Debt and its proposed treatment, the Plan is fundamentally
unconfirmable -- as to Santander -- and, therefore, no amount of
disclosure can cure that fatal defect.  It is unconfirmable as a
matter of law because it classifies the Santander rights as
unimpaired for a debt that is fully matured, in default and which
debt cannot be cured and reinstated," Santander's counsel tells
the Court.

Santander Bank's counsel can be reached at:

         Robert E. Nies, Esq.
         WOLFF & SAMSON PC
         One Boland Drive
         West Orange, NJ 07052
         Tel: (973) 530-2012
         Fax: (973) 530-2212
         E-mail: rnies@wolffsamson.com

                        The Chapter 11 Plan

As reported in the TCR on Oct. 8, 2013, the Debtor filed a
Chapter 11 plan that allows the Debtor to reorganize by continuing
to operate, to liquidate by selling assets of the estate, or a
combination of both.

The Plan sets forth four classes of secured creditors.  Sovereign
Bank will retain its secured claim and its secured claim will be
unaffected by the Plan.  Likewise, Ocean First Bank will retain
its secured claim and its secured claims will be unaffected by the
Proponent's Plan.  The Plan proposes to pay the secured claim of
TD Bank in full from the proceeds of the sale of certain
properties subject to its mortgage, and the turn over to TD Bank,
for Fair Value Credit, of certain properties subject to the
mortgage of TD Bank.  In addition, Nassau Tower Holdings, LLC, a
co-borrower with the Debtor for the loans from Sovereign Bank and
TD Bank, will also be turning over properties to TD for Fair Value
Credit.

The Debtor proposes that the municipal taxing authorities with
liens on properties that are sold or refinanced will be paid from
the proceeds of sale and the proceeds of the refinance loans.  As
to properties which the Debtor turns over to TD Bank the Plan
provides that the municipal taxing authorities will retain their
liens thereon.

General unsecured claims will be paid in full from the proceeds of
refinance loans to be obtained by the Debtor.

Interest holders will retain their interests in the Debtor.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/nassaurealty.doc71.pdf

                           *     *     *

Several parties have already conveyed objections to the Disclosure
Statement.  Objections by the FNA Jersey Lien Services, LLC, and
U.S. Bank Cust for Pro Cap III, LLC, were reported in the Nov. 17,
2013 edition of the TCR.

                      About Nassau Tower

Princeton, N.J.-based Nassau Tower Realty, LLC, filed for
Chapter 11 relief on (Bankr. D. N.J. Case No. 13-24984) on July 9,
2013.  The Hon. Judge Michael B. Kaplan presides over the case.
Paul Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli
Warren, P.C., represent the Debtor as counsel.  The Debtor
estimated assets of $10 million to $50 million and debts of
$10 million to $50 million.

The Debtor is the owner of 17 parcels of real estate.  It owns
13 parcels in New Jersey, 3 parcels in Pennsylvania, one parcel in
Maine.  Most of the properties generate income in the form of
rents paid by tenants.

The petition was signed by Louis Mercatanti, officer of Nassau
Holdings, Inc.


NEWLEAD HOLDINGS: Acquires One Newbuilding Dry Bulk Vessel
----------------------------------------------------------
NewLead Holdings Ltd. on Dec. 4 disclosed that it has recently
agreed to acquire one newbuilding Eco Type geared double hull
Handysize dry bulk vessel for a purchase price of $19.5 million.
The vessel is 35,000 dwt and is expected to be delivered in the
third quarter of 2014.

Michael Zolotas, chairman and chief executive officer of NewLead,
stated, "As we have previously announced, following the completion
of NewLead's restructuring and alongside the development of its
commodity arm, our aim is the continuous growth of our fleet.
This is the first Eco Type vessel with high specifications to be
added to NewLead's fleet.   We are exploring all options and
opportunities for the chartering of this vessel which will likely
be announced closer to the delivery of the vessel."

The down payment was paid, and the balance will be paid, as a
result of the transactions described in the Current Report on Form
6-K filed on December 2, 2013 that will result in NewLead
acquiring the vessel free and clear of all liens.

                   About NewLead Holdings Ltd.

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

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

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

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NORTH ATLANTIC TRADING: S&P Rates $165MM Loan B- & Affirms B- CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'B-' corporate
credit rating on Louisville, Ky.-based North Atlantic Trading Co.
Inc. (NATC).  The outlook is stable.

At the same time, S&P assigned the proposed $165 million six-year
first-lien term loan its 'B-' issue-level rating and a recovery
rating of '3', indicating that lenders could expect meaningful
(50% to 70%) recovery in the event of a payment default.  S&P also
assigned the proposed $90 million second-lien term loan its 'CCC'
issue-level rating and a recovery rating of '6', indicating that
lenders could expect negligible (0% to 10%) recovery in the event
of a payment default.

"We expect the transaction to result in improved free cash flow
generation of about $10 million annually, which should enable the
company to improve liquidity, which we currently assess as less
than adequate," said Standard & Poor's credit analyst Jerry
Phelan.  "Nevertheless, we forecast credit ratios to remain weak,
including leverage of around 7x, funds from operations to total
debt below 5%, and EBITDA cash interest coverage of about 1.4x."


NORTH TEXAS BANCSHARES: Park Cities Bank Has Loan OK to Pay Attys
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Park Cities Bank in Dallas, to be sold at auction
Dec. 9, won final approval on Dec. 2 to borrow $500,000 from the
intended buyer Park Cities Financial Group Inc.

According to the report, the loan will be used almost entirely to
pay lawyers' fees.  Counsel for the official creditors' committee
are slated to take down $145,000 from the loan. Almost all of the
remainder is for bankruptcy and regulatory attorneys representing
the bankrupt company.

The bank's owner, North Texas Bancshares Inc., filed for Chapter
11 protection on Oct. 16. Assuming there is no higher offer, Park
Cities Financial will buy the bank for about $7.4 million in cash
while making a capital contribution of as much as $40 million.

Competing bids are due Dec. 4. The sale-approval hearing is
Dec. 13.

North Texas Bancshares of Delaware, Inc. (Case No. 13-12699) and
North Texas Bancshares, Inc. (Case No. 13-12700) sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 16, 2013, before
the United States Bankruptcy Court for the District of Delaware.
The jointly administered cases are before Judge Kevin Gross.

The Debtors' are represented by Tobey M. Daluz, Esq., Leslie C.
Heilman, Esq., and Matthew Summers, Esq., at Ballard Spahr LLP, in
Wilmington, Delaware.  The Debtors' special counsel is Bracewell &
Giuliani LLP.  Commerce Street Capital, LLC, serves as the
Debtors' financial advisors.


OCZ TECHNOLOGY: Meeting to Form Creditors' Panel on Dec. 11
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on December 11, 2013 at 10:00 a.m.
in the bankruptcy case of OCZ Technology Group Inc., et al.  The
meeting will be held at:

      The DoubleTree Hotel
      700 King Street
      Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                          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.


OPEN TEXT: Moody's Rates $800MM Sr. Secured Term Loan Notes 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service revised Open Text Corp.'s outlook to
negative and confirmed its Ba1 corporate family rating. Moody's
also assigned Ba1 ratings to the company's proposed $800 million
senior secured term loans and confirmed the company's existing Ba1
ratings on its existing secured loan facilities. The new loans
will be used along with cash on hand and seller equity to finance
the acquisition of GXS Group, Inc. The ratings confirmation
concludes the ratings review initiated when the transaction was
announced.

Ratings Rationale:

The confirmation of the Ba1 corporate family rating reflects the
expectation that despite the increase in debt and leverage to
finance the GXS acquisition, the company will move to return
leverage to historic leverage levels of 2x or below. At closing,
pro forma debt to EBITDA is estimated to be approximately 2.8x.
The company is expected to reduce costs thus improving EBITDA
levels fairly quickly after closing. The confirmation of the Ba1
rating also reflects the expectation that integration of the two
businesses will cause minimal disruption and that the combined
businesses will continue to generate stable cash flow generation
with free cash flow to debt levels exceeding 20%. Open Text is
however considered weakly positioned in the Ba1 category given
recent organic revenue declines and the company's acquisition
appetite. While the company is expected to moderate its pace of
acquisitions until GXS is integrated and leverage levels reduced,
the company will likely remain opportunistic and take advantage of
acquisition opportunities as they arise.

Open Text is expected to quickly realize cost synergies between
the two companies as it has with past acquisitions. Open Text's
electronic content management products have the potential to be
complimentary to GXS's offerings and valuable to existing GXS
customers though revenue synergies will be much more difficult to
achieve. Open Text should be able to use GXS's well developed data
center and network capabilities as Open Text shifts an increasing
amount of its business to a cloud model. The integration is not
expected to have significant risks although GXS's business faces
continued challenges as its legacy EDI business shrinks and the
company must offset the decline with growth in its trading network
managed services. GXS has made progress on this transition however
and continues to have very strong customer retention rates.

The negative ratings outlook reflects the potential for further
organic revenue declines and the potential for further sizeable
acquisitions. The ratings could face downward pressure if the GXS
business is unable offset continued legacy declines or if Open
Text makes a large acquisition before GXS has been integrated and
debt levels have been reduced. Given Open Text's acquisition
appetite, an upgrade is unlikely in the near to medium term.

Liquidity is expected to be very good based on an undrawn $100
million revolver, an estimated $200 cash on hand after the
acquisition and strong levels of free cash flow. The company is
expected to generate in excess of $300 million of annualized free
cash flow before transaction or restructuring costs.

The following ratings were confirmed:

Issuer: Open Text Corp.

  Probability of Default Rating, Confirmed at Ba2-PD

  Corporate Family Rating, Confirmed at Ba1

  Senior Secured Revolving Credit Facility due Nov 9, 2016,
  Confirmed at Ba1

  Senior Secured Term Loan Credit Facility Nov 9, 2016, Confirmed
  at Ba1

Assignments:

Issuer: Open Text Corp.

  $800 million Senior Secured Term Loan Credit Facility, Assigned
  Ba1, LGD3, 32 %

Outlook Actions:

Issuer: Open Text Corp.

  Outlook, Changed To Negative From Rating Under Review

Open Text Corp., headquartered in Waterloo, Ontario, Canada, is
one of the largest providers of enterprise content management and
business process management software. For twelve months ended
September 30, 2013, revenues were approximately $1.4 billion.


ORMET CORP: Attracts Higher Offer to Sell Carbon Anodes
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ormet Corp., the aluminum producer being forced to
liquidate, demonstrated that bankruptcy sales can attract higher
offers even when an auction isn't part of the plan.

According to the report, Ormet last month gave notice that it
would sell carbon anodes to Century Aluminum Co. for $130 a ton.

Now Amico Resources LLC is offering $132 a ton for 34,700 metric
tons, or about $4.59 million in total.

Under streamlined procedures, the bankruptcy court is allowing
Ormet to sell surplus assets barring objection.

The anodes are on the books for $6.74 million under the borrowing-
base formula with bank lenders.

Last month, the court approved the sale of 32,000 metric tons of
alumina to Glencore AG. Previously, Ormet was authorized to sell
the Burnside, Louisiana, alumina refinery to Almatis Inc. for
$39.4 million without an auction.

A court-approved sale of the business to lender and part- owner
Wayzata Investment Partners LLC was rendered impossible when Ohio
utility regulators refused in October to grant reductions in
electricity prices. Wayzata would have acquired the business
largely in exchange for debt.

Ormet was forced to halt operations at the smelter in Hannibal,
Ohio, and put the Burnside facility into a "hot-idle" status. The
Burnside facility could produce 540,000 tons of smelter-grade
alumina a year. The Hannibal smelter has a capacity of 270,000
tons of primary aluminum annually.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


PANACHE BEVERAGE: Plans to Create Two New Liquor Brands
-------------------------------------------------------
Panache Beverage Inc. anticipates that it will be creating two new
liquor brands at its New Port Richey, Florida, distillery once all
regulatory licenses and permits have been obtained.  The new
brands will include OGB Whiskey and Spyritus Vodka, with both
brands expected to launch in the second half of 2014.

                      About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its audit of the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital, and
has incurred losses from operations.

The Company's balance sheet at Sept. 30, 2013, showed $9.24
million in total assets, $14.67 million in total liabilities and a
$5.42 million total deficit.


PARADISE HOSPITALITY: Dec. 19 Hearing on Plan Modification
----------------------------------------------------------
Paradise Hospitality, Inc., asks the U.S. Bankruptcy Court for the
Central District of California to authorize a post-confirmation
modification of the Debtor's Chapter 11 Plan, or, alternatively,
for final decree closing the Chapter 11 case.

As reported in the Troubled Company Reporter on April 2, 2013,
Judge Erithe Smith entered an order on Feb. 6, 2013, confirming
Paradise Hospitality, Inc.'s First Amended Chapter 11 Plan of
Reorganization.

According to the Disclosure Statement, the Plan will accomplish
payments under the Plan by its earnings from rental of the
Debtor's property.  The Debtor's revenue will be used to pay
secured property tax claims, pay RREF WB Acquisitions, LLC, pay
administrative claims and priority unsecured claims, with a
distribution to general unsecured creditors.  Three years after
the Effective Date of the Plan, the Debtor anticipates refinancing
the loans held by RREF to satisfy claims in full.

The Debtor, in its motion, said the primary basis for the motion
is that the Debtor has encountered unanticipated circumstances
that have caused the Debtor to be temporarily unable to consummate
the Plan as confirmed.

In particular, the Debtor, with the consent of its primary secured
lenders, entered into an agreement with Best Western
International, Inc.  The Debtor anticipated that the agreement
would lead to a net increase in the monthly room revenues of
approximately 15 percent, however, due to Best Western's demand
for the Debtor to make outlays for capital improvements to a
hotel, the Debtor has exhausted funds it would otherwise have had
to service its Plan payments and operate its hotel during the slow
season, which starts in November and goes through March.

The Debtor scheduled a Dec. 19 hearing at 10:30 a.m., on the
request.

                   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.


PARADISE VALLEY: Court Approves Holmes & Turner as Accountant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
Paradise Valley Holdings LLC to employ Holmes & Turner, P.C. of
Bozeman, Montana, as accountant.

The Debtor, in an amended application, tells the Court that Holmes
& Turner will review monthly financial statements and monthly
operating reports; and prepare the income tax returns during the
pendency of the case.

The Debtor stated that Holmes & Turner received a retainer of
$18,000.  The hourly rates of Holmes & Turner's personnel are:

         Ernest Turner            $250
         Duane Moulton            $155
         Carol Dismore            $150
         Rosalie Barnt            $140
         Kristine Yakawich         $95
         Chandra Inman             $40
         Shannon Eckley            $45
         Melissa Soldevilla        $45
         Kayla Anderson            $70

To the best of the Debtor's knowledge, Holmes & Turner is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                About Paradise Valley Holdings

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.
Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  James A. Patten, Esq.,
at Patten, Peterman, Bekkedahl & Green, P.L.L.C., serves as the
Debtor's legal counsel.


PARAMOUNT RESOURCE: Moody's Rates C$100MM Unsecured Notes Caa1
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Paramount
Resource Ltd.'s proposed C$100 million senior unsecured notes
issue. Paramount's B3 Corporate Family Rating (CFR), B3-PD
Probability of Default Rating (PDR) and existing Caa1 senior
unsecured rating were affirmed. The rating outlook was changed to
positive from stable. The Speculative Grade Liquidity rating of
SGL-3 was affirmed.

Moody's expects the proceeds of the notes will be used to fund
sizeable negative free cash flow resulting from the company's
large capital expenditure program and to repay drawings under its
revolving credit facility.

"The affirmation of the B3 Corporate Family Rating and the change
in outlook to positive reflects Moody's view that Paramount's
production base will become larger and more liquids-rich in 2014,"
said Terry Marshall, Moody's senior vice president. "Paramount's
weak leverage metrics and margins will improve through 2014 as
production increases."

Assignments:

Issuer: Paramount Resources LTD

Senior Unsecured Regular Bond/Debenture Dec 4, 2019, Assigned Caa1

Senior Unsecured Regular Bond/Debenture Dec 4, 2019, Assigned a
range of LGD5, 74 %

Outlook Actions:

Issuer: Paramount Resources LTD

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Paramount Resources LTD

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Unsecured Regular Bond/Debenture Dec 4, 2019, Affirmed Caa1
LGD5, 74 %

Senior Unsecured Regular Bond/Debenture Dec 13, 2017, Affirmed
Caa1 LGD5, 74 %

Senior Unsecured Shelf, Affirmed (P)Caa1

Speculative Grade Liquidity rating Affirmed SGL-3

Ratings Rationale:

Paramount's B3 CFR is constrained by its exposure to natural gas,
weak leveraged full-cycle ratio, and weak financial metrics. The
rating is supported by liquids-rich production growth expected
with the completion of construction of the Musreau Deep Cut plant
in late 2013 and the ramp-up of production in 2014, substantial
alternate liquidity from publicly listed equity investments, the
company's willingness and ability to issue equity to support
capital investment, and significant insider ownership (greater
than 50 percent).

The Caa1 senior unsecured notes are notched down from the B3
Corporate Family Rating due to the prior-ranking debt in the form
of the C$600 million secured revolving credit facility, as per
Moody's Loss Given Default Methodology.

The SGL-3 Speculative Grade Liquidity rating is based on the
assumption that the proposed December 2013 notes issuance closes
and reflects adequate liquidity through 2014. Pro forma for the
notes issuance, Paramount will have minimal cash and C$556 million
available, after C$44 million of letters of credit, under its
C$600 million senior secured revolving credit facility. One
tranche has commitments of C$500 million and is a borrowing base
facility that matures on November 30, 2014 with a one year term
out. The other tranche has commitments of C$100 million, matures
on November 30, 2014, and is secured by the pledge of certain of
the company's equity investments. Moody's expect roughly C$700
million of negative free cash flow in the fourth quarter of 2013
and full year 2014, which will likely be funded with debt.
Paramount also has the flexibility to raise funds from asset
sales, equity issuances, and/or by selling shares from its equity
investments (market value of C$766 million as of November 19,
2013), sources of funds that it has accessed in the past.

The positive outlook reflects Moody's expectation that
construction of Paramount's 200 MMcf/d Musreau Deep Cut plant will
be completed in late 2013 and that production will increase
significantly in 2014 , reducing leverage and improving margins.

The rating could be upgraded if Paramount executes its development
plan. Specifically, the rating could be upgraded if production
appears to be sustainable over 50,000 boe per day of which Moody's
expect around 40% to come from liquids, RCF to debt is sustainable
above 20% and the LFCR can be maintained over 1x.

The rating could be downgraded if Paramount's liquidity is
strained with any significant reduction in the value in its equity
investments or if it fails to advance its development program

Paramount Resources LTD is a Calgary, Alberta-based exploration
and production company with principal properties in Alberta, and
about 20,000 barrels of oil equivalent (boe) per day of production
and roughly 80 million boe of total proved reserves.


PATIENT SAFETY: Presented at LD Micro Conference
------------------------------------------------
Patient Safety Technologies, Inc., presented at the LD Micro
Conference in Los Angeles, California, on Dec. 3, 2013.  A copy of
the presentation the Company's President and Chief Executive
Officer, Brian E. Stewart used at the conference is available for
free at http://is.gd/HhgTv6

                About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

The Company's balance sheet at Sept. 30, 2013, showed $18.71
million in total assets, $5.56 million in total liabilities and
$13.15 million in stockholders' equity.


PLASTIC TECHNOLOGIES: CCC Completes Acquisition of Assets
---------------------------------------------------------
On December 3, 2013, Consolidated Container Company completed its
previously announced acquisition of the majority of assets of
Plastic Technologies of Vermont, Inc., Plastic Technologies of
Maryland, Inc., and Plastic Technologies of New York, LLC
(collectively doing business as Shelburne Plastics).  The
transaction was conducted under the provisions of Section 363 of
the Bankruptcy Code after the sellers filed for protection from
creditors under Chapter 11 of the federal bankruptcy laws.

In addition to acquiring substantially all of Shelburne's
manufacturing assets; CCC has signed leases to continue operations
in South Burlington, Vermont, and Manchester, New Hampshire, and
plans to hire the majority of the employees at such locations.

"The acquisition of Shelburne's assets and its skilled workforce
provides CCC with an increased ability to provide quality products
and outstanding service to existing and prospective customers in
the Northeast region," said Jeffrey M. Greene, President and Chief
Executive Officer of CCC.  "We look forward to a smooth transition
for our new customers and new employees."

                   About Plastic Technologies

Plastic Technologies of Vermont, Inc.; Plastic Technologies of
Maryland, Inc., dba Shelburne Plastics; and Plastic Technologies
of New York LLC filed Chapter 11 petitions (Bankr. D. Vt. Case
Nos. 13-10729, 13-10730 and 13-10731) on Oct. 20, 2013.  Raymond
J. Obuchowski, Esq., at Obuchowski & Emens-Butler, P.C., serves as
the Debtors' counsel.  Plastic Technologies of Vermont listed
assets of $3.10 million and debts of $10.41 million.  Plastic
Technologies of Maryland listed $310,000 in assets and debts of
$3.75 million.  The petition was signed by Eugene Torvend,
president.


PRIME PROPERTIES: Asks Court to Dismiss Chapter 11 Petition
----------------------------------------------------------
Prime Properties of New York, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of New York to authorize the dismissal of
its Chapter 11 petition pursuant to Section 1112 of the Bankruptcy
Code.

According to papers filed with the Court, the Debtor believes that
the best interest of the Debtor and of the creditors, is for
dismissal of the Chapter 11 case.  "This will allow the Debtor to
pursue its claim against the Lender [FTBK Investor II, as Trustee]
in the State Court and allow any other creditor who wants to
pursue claims against the Debtor, to do so in the State Court.

According to the Debtor, the Lender made a motion to vacate the
automatic stay, which the Debtor did not oppose.  An order was
entered on Nov. 1, 2013, that granted the Lender relief from the
automatic stay to proceed with the State Court foreclosure action.

On Oct. 17, 2013, the Debtor filed an Amended Schedule B and an
Amended Schedule D to assert as an asset a claim against the
Lender's umbrella owner Madison Realty Capital and its related
entities based on a claim for breach of contract, lender
liability, tortious interference and related relief.  The Debtor
says it will pursue that claim in the State Court.

             About Prime Properties of New York, Inc.

Prime Properties of New York, Inc., filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 13-44020) on June 28, 2013.  M. David
Graubard, Esq. at New York, NY, serves as counsel to the Debtor.
The Debtor estimated up to $12,000,000 in assets and up to
$8,500,000 in liabilities.  An affiliate, 234 8th St. Corp.,
sought Chapter 11 protection (Case No. 13-42244) on the March 14,
2013.

The Debtors filed a plan of reorganization providing for the
payment of all administrative claims and priority claims in
full upon confirmation.  The Plan also offers to pay general
unsecured creditors 100% of their claims, from a fund that will be
established by the Debtor for the purpose of implementing the
Plan.


PRINCE PREFERRED: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Prince Preferred Hotels Shreveport 2 LLC
        5101 Monkhouse Dr.
        Shreveport, LA 71109

Case No.: 13-36337

Chapter 11 Petition Date: December 4, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Barbara J. Houser

Debtor's Counsel: Rakhee V. Patel, Esq.
                  SHACKELFORD, MELTON & MCKINLEY LLP
                  3333 Lee Parkway, Tenth Floor
                  Dallas, TX 75219
                  Tel: 214-780-1400
                  Fax: 214-780-1401
                  Email: rpatel@shacklaw.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sunil A. Tolani, managing member.

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


PRM FAMILY: Drops Plan and Targets $53.6 Million Sale
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pro's Ranch Markets dropped the idea of retaining
family ownership through a reorganization plan and instead intends
to sell the chain of 11 supermarkets for $53.6 million to Cardenas
Northgate Group.

According to the report, the sale has "potential return for
unsecured creditors," the company said in a court filing.

The supermarket chain filed a reorganization plan in September
where the Provenzano family would retain ownership by making an
unspecified capital contribution. The bankruptcy judge in Phoenix
sent the parties to mediation.

Meanwhile, Cardenas arranged to purchase the $39.6 million secured
claim owing to Bank of America NA. The buyer intends to buy the
business in exchange for the debt plus $14 million cash, according
to a court filing.

Phoenix-based Pro's Ranch intends to complete the sale without
holding an auction. The chain said it anticipates the official
committee of unsecured creditors will support the idea of a
private sale.

The sale will generate sufficient cash for full payment to
creditors entitled to payment for fresh produce and for goods
delivered 20 days before bankruptcy. Pro's Ranch said there will
be "an opportunity for a return for the unsecured creditors."

Cardenas is offering to finance the bankruptcy pending sale.

The family's plan wouldn't have paid secured creditors in full and
offered unsecured creditors an unspecified recovery by sharing
part of excess cash flow over three years.

                        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.


PRM FAMILY: Asks for 60-Day Plan Exclusivity Extension
------------------------------------------------------
PRM Family Holding Company, LLC, et al., ask the U.S. Bankruptcy
Court for the District of Arizona to extend the solicitation
period within which to solicit acceptance of the Debtors' Joint
Plan of Reorganization for a period of 60 days after entry of the
Court's order approving their Disclosure Statement.

On Sept. 23, 2013, the Debtors filed their Joint Plan of
Reorganization and Joint Disclosure Statement.

The Debtors relate that the requested extension will allow them
time to complete negotiations with their two largest secured
creditors and that if successful, these negotiations will result
in modifications to the terms of the Joint Plan of Reorganization
or other consensual resolution.

                        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.


QUIZNOS: Struggles as It Faces Store Closures, Franchisees Tension
------------------------------------------------------------------
Julie Jargon and Emily Glazer, writing for The Wall Street
Journal, reported that the once-booming sandwich chain Quiznos is
stumbling two years into a major turnaround effort, prompting the
company to seek concessions from creditors owed nearly $600
million.

According to the report, the Denver-based chain, known formally as
QIP Holder LLC, has struggled with store closures and tension with
franchisees. It recently missed a payment on a loan, and has been
negotiating to restructure some or all of its debt load with
creditors, who have hired bankers and lawyers, people familiar
with the matter said.

Those talks have led to a forbearance agreement with the creditors
designed to give Quiznos more time to hash out a deal, Quiznos
Chief Executive Stuart Mathis said in a memo on Dec. 5 to
franchisees that was reviewed by The Wall Street Journal. A person
familiar with the matter said the agreement allows Quiznos to
maintain its liquidity as negotiations with lenders progress.

"We have reached an agreement with our lenders and equity
partners, and look forward to continuing to work constructively
together to establish a framework that will position Quiznos and
our franchisees for future growth and success," Quiznos said, the
report cited.

Quiznos was once among the few national sandwich chains that could
credibly challenge the dominance of Subway, owned by Doctor's
Associates Inc., the report related.  Founded 32 years ago,
Quiznos gained popularity with its toasted subs and had nearly
5,000 restaurants world-wide by its peak in 2008.


RESIDENTIAL CAPITAL: Junior Lenders Settle for $125 Million More
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC reached a settlement with
junior secured noteholders and is asking the bankruptcy court in
New York for a confirmation hearing on Dec. 11 to approve the plan
already supported by almost everyone else.

According to the report, the noteholders contended that collateral
for their loans exceeded the debt, entitling them to interest on
their claims both before and after bankruptcy. ResCap, other
creditors and the junior noteholders were in the midst of a trial
on how the junior lenders' claims should be treated under the
Chapter 11 plan.

Noteholders agreed to settle by taking $125 million on top of what
they are currently offered in the plan. The additional payment
would account for their claims for post-bankruptcy interest and
fees.

In addition, noteholders who change their votes to "yes" will get
protection from being sued, according to the revised plan filed
Dec. 3.

During bankruptcy, the noteholders got $1.1 billion. Given their
claims for $2.22 billion plus the $125 million, the revised plan
will give them an additional payment of $1.25 billion.

The bankruptcy judge tentatively ruled last month that the junior
bondholders are several-hundred-million dollars short in
collateral value of the threshold that would entitle them to
post-bankruptcy interest.

                     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: Says Impac Objections Unfounded & Moot
-----------------------------------------------------------
Residential Capital LLC and its affiliates have sought approval
from the bankruptcy court to assume certain servicing related
agreements with Impac Funding Corporation and Impac Mortgage
Holdings, Inc.  The Debtors also sought authority to assign the
agreements to Ocwen Loan Servicing, LLC, pursuant to the sale of
the Debtors' servicing platform to Ocwen.

The Debtors are also asking the Court to deem Impac's Claim No.
4086 in the face amount of $8 million as expunged upon the payment
of the cure amount, which the Debtors estimate to be approximately
$287,740.

The Debtors tell the Court that with the exception of Syncora
Guarantee Inc. -- with whom they have reached a settlement in
principle -- Impac Funding Corporation and Impac Mortgage
Holdings, Inc., is the last remaining party with a substantive
objection to the Debtors' assignment of executory contracts.  The
Debtors relate that although they have gone to great lengths in
attempting to consensually resolve the objection, and although the
parties have continued to engage in discussions following the
status conference before the Court on Nov. 4, 2013, no settlement
has yet been reached.

In response to Impac's objection, the Debtors argue that the
objection is unfounded and moot on all grounds.  The Debtors agree
to (i) pay $287,740 in undisputed cure amount upon transfer of the
excluded Impac agreements to Ocwen Loan Servicing, LLC, and (ii)
reserve $2,562,255 in alleged damages, which is the full amount
Impact asserts it is owed.

As reported in the TCR on Sept. 11, 2013, the Impac parties in
their objection say they do not oppose the assumption and
assignment to Ocwen of their servicing agreement with the Debtors.
Impac, however, objects to certain material terms and conditions
under which the Debtors propose to effect the assignment, and to
the Debtors' proposed cure amount.

Impac objects to the terms and conditions under which Debtors
propose to effect the assignment because Debtors: (1) seek to
immediately enjoy the benefits of assumption without committing to
also assume the burdens of assumption by either (i) paying the
Cure Amount to Impac simultaneously with assumption or (ii)
irrevocably escrowing the disputed Cure Amount pending resolution
of the cure dispute; (2) purport to retain the right to decide to
reject the Excluded Agreements after assumption and after
confirmation of the Plan in violation of Section 365 of the
Bankruptcy Code; and (3) propose to expunge Impac's $8 million
unsecured claim.

Impac further objects to Debtors' proposed cure amount because it
does not include: (1) at least $2,562,255 in damages for breaches
of the Excluded Agreements by Debtors and by Ocwen; and, (2)
Impac's attorneys' fees and expenses.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Court Expunges 2 Claims Filed by Paul Papas
----------------------------------------------------------------
Judge Martin Glenn issued a memorandum opinion and order
sustaining Residential Capital's objection to Claim Nos. 242 and
17 filed by Paul N. Papas, II, which claims were based on the
alleged fraudulent transfer by the Debtors regarding one property
in Arizona.

The Debtors asserted that Papas' Claims should be expunged for
four reasons: (1) the Claims are asserted against the wrong Debtor
since they were asserted against Residential Capital, LLC, and not
GMAC Mortgage; (2) even if they were asserted against the correct
Debtor, the Claims lack sufficient documentation; (3) the Claims
fail to assert a cognizable claim for any liability of the
Debtors; and (4) the Claims are barred by res judicata, collateral
estoppels and the Rooker Feldman doctrine.

Judge Glenn agreed with the Debtors that the Claimant filed
insufficient documentation to support his claims.  The only
supporting documentation provided by the Claimant is a notice of
lis pendens, which does not provide any evidence why he should be
entitled to recover in a litigation involving the Arizona property
or in the Chapter 11 cases.  Judge Glenn also held that the Claims
are barred by res judicata and collateral estoppels but ruled that
the Rooker-Feldman doctrine does not apply to the claims.

A full-text copy of Judge Glenn's Decision dated Nov. 27, 2013, is
available at http://bankrupt.com/misc/RESCAP59641127.pdf

Appearances were made by Norman S. Rosenbaum, Esq., Jordan A.
Wishnew, Esq., and Samantha Martin, Esq., at MORRISON & FOERSTER,
in New York, for Residential Capital, LLC, et al.; Colt B.
Dodrill, Esq., at WOLFE & WYMAN LLP, in Phoenix, Arizona, for the
Debtors; and Wendy Alison Nora, Esq., at ACCESS LEGAL SERVICES, in
Minneapolis, Minnesota, for counsel to Paul N. Papas II.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Has Deal on Lehman's RMBS-Related Claims
-------------------------------------------------------------
Residential Capital LLC and its affiliates entered with Lehman
Brothers Holdings Inc. a court-approved stipulation agreeing that
Lehman's claims related to the residential mortgage-backed
securities issued by the Debtors will be expunged and disallowed
in their entirety upon, among other things, entry of a final order
approving the Joint Chapter 11 Plan.

In the event the Effective Date does not occur, (i) the Lehman
Claims will not be disallowed and expunged and (ii) the Debtors,
Lehman Brothers, and all other parties-in-interest reserve all
rights regarding the Lehman Claims and their disposition.

The Joint Plan provides that the RMBS Trusts will have allowed
non-subordinated unsecured claims in the amount of $209.8 million
against the GMACM Debtors and $7,091.2 million against the RFC
Debtors.  In consideration for the RMBS Trust Settlement, the RMBS
Trusts will be deemed to provide a full and complete discharge of
the Debtors from any and all claims held by the RMBS Trusts.

                     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: White & Case Supplements Rule 2019 Statement
-----------------------------------------------------------------
J. Christopher Shore, Esq., at White & Case LLP, in New York,
filed a supplemental declaration pursuant to Rule 2019 of the
Federal Rules of Bankruptcy Procedure disclosing that his firm
represents the ad hoc group of holders of the 9.625% Junior
Secured Guaranteed Notes due 2015 issued by Residential Capital,
LLC.

The Junior Noteholders and the corresponding amount of their
economic interests are:

                                    Nature & Amount of
   Noteholder                       Economic Interest
   ----------                       ------------------
Alliance Bernstein LP               $10,655,445 of Notes

                                    $313,141,464 in current face
                                    amount of related RMBS
                                    Certificates

Archview Investments Group LP       $24,000,000 of Notes

Aurelius Capital Management, LP     $495,911,000 of Notes

                                    $41,976,312 in current face
                                    amount of related RMBS
                                    Certificates

Davidson Kempner Capital            $183,000,000 of Notes
Management LLC

                                    $122,076,200 in current face
                                    amount of related RMBS
                                    Certificates

                                    $110,000,000 of 6.5% notes
                                    due 4/17/2013

                                    $10,000,000 of 6.875% notes
                                    due 6/30/2015

Intermarket Corporation             $8,000,000 of Notes

KS Management Corporation           $1,200,000 of Notes

Marathon Asset Management, L.P.     $238,550,000 of Notes

                                    $25,000,000 of 6.5% notes due
                                    4/17/2013

                                    $6,215,000 of 6.875% notes
                                    due 6/30/2015

Pentwater Capital Management LP     $7,797,444 of Notes

Silver Point Capital LP             $12,254,000 of Notes

UBS AG Region Americas Legal        $34,382,000 of Notes

Venor Capital Management LP         $15,000,000 of Notes

York Capital Management             $34,876,000 of Notes

As of Nov. 1, 2013, members of or entities managed by members of
the Ad Hoc Group held approximately $1,065,625,889 in the
aggregate face amount of the Notes.

The Ad Hoc Group is also represented by Gerard Uzzi, Esq., at
MILBANK, TWEED, HADLEY & MCCLOY LLP, in New York.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Appeals Court Affirms Foreclosure Suit Ruling
------------------------------------------------------------------
A three-judge panel in the Court of Appeals of Wisconsin, District
IV, affirmed the decision of a circuit court granting summary
judgment in favour of mortgagee, GMAC Mortgage LLC, and denied the
appeal of mortgagor James Poley, who argued that the circuit court
should have stayed the foreclosure action filed against him as a
result of the federal bankruptcy proceeding initiated by GMAC
during the pendency of the action.

The Court of Appeals concluded that the circuit court did not err
in determining that the bankruptcy proceeding did not prevent
Poley from opposing summary judgment.  The Court of Appeals also
concluded that the circuit court properly granted summary
judgment.

The case is GMAC MORTGAGE, LLC, PLAINTIFF-RESPONDENT, v. JAMES A.
POLEY, DEFENDANT-APPELLANT, YVONNE POLEY, FIA CARD SERVICES N.A.,
LANDMARK SERVICES COOPERATIVE AND NCEP LLC, DEFENDANTS, APPEAL NO.
2012AP2077 (Wis. App.).  A full-text copy of the Decision dated
Oct. 17, 2013, is available at http://is.gd/fxUoyHfrom
Leagle.com.

                     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).


REYNOLDS GROUP: Moody's Affirms 'B3' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the proposed
senior subordinated notes of Beverage Packaging Holdings II Issuer
Inc. (USA) and co-issuer Beverage Packaging Holdings (Luxembourg)
II S.A. Additionally, Moody's affirmed the company's B3 Corporate
Family, B3-PD Probability of Default, and all other instrument
ratings. The ratings outlook is stable. The proceeds of the new
notes will be used to refinance the existing EUR420 senior
subordinated notes due June 15, 2017.

Moody's took the following actions:

Reynolds Group Holdings Limited

-- Affirmed B3 corporate family rating

-- Affirmed B3-PD probability of default rating

Reynolds Group Holdings Inc.

-- Affirmed senior secured notes to B1 (LGD2, 24%) from B1
   (LGD2, 25%)

Beverage Packaging Holdings (Luxembourg) II S.A., Beverage
Packaging Holdings II Issuer Inc. (USA)

-- Affirmed senior unsecured notes, Caa2 (LGD5, 79%)

-- Affirmed EUR420 senior subordinated notes due 6/15/2017
   ,Caa2(LGD6, 96%) (to be withdrawn at the close of
   the transaction)

-- Assigned $590 senior subordinated notes due 6/15/2017,
   Caa2 (LGD6, 96%)

Reynolds Group Issuer Inc., Reynolds Group Issuer LLC, Reynolds
Group Issuer (Luxembourg) S.A.

-- Affirmed senior secured notes to B1 (LGD2, 24%) from B1
   (LGD2, 25%)

-- Affirmed senior unsecured notes, Caa2 (LGD5, 79%)

Pactiv Corporation

-- Affirmed senior unsecured notes, Caa2 (LGD6, 93%)

The rating outlook is stable.

All ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale:

The B3 corporate family rating reflects Reynolds Group Holdings
Limited's (RGHL) weak credit metrics, concentration of sales
within certain segments and acquisitiveness/financial
aggressiveness. The rating also reflects the competitive and
fragmented market and the company's mixed contract and cost pass-
through position. RGHL has comparatively limited transparency, a
complex capital and organizational structure and is owned by a
single individual.

Strengths in the company's profile include its strong brands and
market positions in certain segments, scale and high percentage of
blue-chip customers. There are high switching costs for customers
in certain segments as well as a history of innovation. Many of
RGHL's businesses had a history of strong execution and innovation
prior to their acquisition and much of the existing management
teams were retained. Scale, as measured by revenue, is significant
for the industry and helps RGHL lower its raw material costs. The
company also has high exposure to food and beverage packaging.
RGHL currently has adequate liquidity with approximately $1.5
billion in cash on hand as of September 30, 2013.

The ratings could be downgraded if there is deterioration in
credit metrics, liquidity or the competitive and operating
environment. The ratings could also be downgraded if the company
undertakes any significant acquisition. Specifically, the ratings
could be downgraded if debt to EBITDA increases to above 7.0
times, EBIT to interest expense declined below 1.0 time, and free
cash flow to debt remained below 1.0%.

The rating could be upgraded if RGHL sustainably improves its
credit metrics within the context of a stable operating and
competitive environment while maintaining adequate liquidity
including ample cushion under financial covenants. Specifically,
RGHL would need to improve debt to EBITDA to below 6.3 times, EBIT
to interest expense to at least 1.4 times and free cash flow to
debt to above 3.5% while maintaining the EBIT margin in the high
single digits.


REYNOLDS GROUP: S&P Assigns 'CCC+' Rating to Proposed $590MM Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to New Zealand-based packaging
producer Reynolds Group Holdings Ltd.'s proposed $590 million
senior subordinated notes due 2017.  The notes will be issued by
Beverage Packaging Holdings (Luxembourg) II S.A. and Beverage
Packaging Holdings II Issuer Inc.  The '6' recovery rating
indicates expectations for negligible (0% to 10%) recovery in the
event of a default.

Reynolds will use proceeds of the notes offering to repay the
existing subordinated notes.  S&P's 'B' corporate credit rating
and other ratings on Reynolds are unchanged.  The outlook is
stable.

Standard & Poor's Ratings Services' ratings on Reynolds reflect
its assessment of the company's business risk profile as "strong"
and the financial risk profile as "highly leveraged".  Reynolds is
a market leading provider of food and beverage packaging owned by
Rank Group, a New Zealand-based investment firm controlled by a
single individual.  The company is one of the world's leading and
most-diversified consumer and foodservice packaging providers,
with annual revenues of around $14 billion.  S&P expects credit
measures to strengthen to the appropriate 6.5x it considers
consistent with the rating.

RATINGS LIST

Reynolds Group Holdings Ltd.
Corporate Credit Rating                         B/Stable/--

New Rating

Beverage Packaging Holdings (Luxembourg) II S.A.
Beverage Packaging Holdings II Issuer Inc.
$590 Mil. Senior Sub. Notes Due 2017            CCC+
   Recovery Rating                               6


REYNOSO VINEYARDS: Must Have Confirmed Plan by Feb. 1
-----------------------------------------------------
Following a status conference on the Chapter 11 case of Reynoso
Vineyards, Inc., on Nov. 8, 2013, Chief Bankruptcy Judge Alan
Jaroslovsky, pursuant to Section 105 of the Bankruptcy Code,
ordered that the Debtor's Chapter 11 case will be converted to one
Chapter 7 on Feb. 1, 2014, if a plan has not been confirmed by
then.

                   About Reynoso Vineyards Inc.

Reynoso Vineyards Inc. filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-11640) in Santa Rosa, California, on Aug. 26,
2013.

The Debtor disclosed $15.8 million in assets and $9.34 million in
liabilities in schedules filed together with the petition.   The
Debtor owns a 395-acre property at River Road, in Cloverdale,
California.  The property has 148 acres planted with wine grapes
and 9 buildings, which consist of 5 single family dwellings,
2 barns and 2 sheds.  The property is valued at $14 million and
secures and $8.7 million debt to Exchange Bank.

The Debtor is represented by Michael C. Fallon, Esq., at the Law
Offices of Michael C. Fallon, in Santa Rosa, California.


RICHMOND VALLEY: Fails to Make Nov. 23 Payment to TD Bank
---------------------------------------------------------
TD Bank, N.A., filed with the U.S. Bankruptcy Court for the
Eastern District of New York on Nov. 25, 2013, a notice of non-
compliance of the Court's order dated Nov. 14, 2013, further
extending the time of T.M. Real Estate Holding LLC to file a plan
of reorganization or motion to approve debtor-in-possession or
replacement financing.

The Nov. 14, 2013 Order, inter alia, conditioned the continuation
of the automatic stay under Section 362(a) of the Bankruptcy Code
with respect to Debtor TM upon the following payments, to be made
by the Debtors' principals or a third party on behalf of the
Debtors:

      Payment to TD Bank in the amount of $76,486.50, representing
      30 days of Lot 80 Post-Petition Interest on the Lot 80
      Judgment at the per diem rate of $2,549.55, as provided in
      Paragraph 8 of the Cash Collateral Order, covering the
      period Oct. 24, 2013, through Nov. 22, 2013.  In the event
      that the parties have not otherwise resolved their pending
      disputes prior to Nov. 22, 2013, on or before Nov. 23, 2013,
      the Debtors shall be required to make a second payment to TD
      Bank in the same amount and in the same manner, for the
      period Nov. 23, 2013, through Dec. 23, 2013.

According to papers filed with the Court on Nov. 25, 2013, the
parties did not otherwise resolve their pending disputes prior to
Nov. 22, 2013.  Also, the second payment to TD Bank in the amount
of $76,486.50 for the period Nov. 23, 2013, through Dec. 23, 2013)
was not received on or before Nov. 23, 2013, as required by the
Nov. 14, 2013 Order.  As such, the automatic stay under Section
362(a) of the Bankruptcy Code with respect to Debtor TM will
terminate without further action by, or order of, the Bankruptcy
Court unless the Missing Payment is received by the third business
day after the date that the Notice is filed on the docket of the
Debtors' cases.

Thus, if the Missing Payment is not received by the third business
day after the date that this Notice is filed with the Court, then
TD Bank may file an affidavit of noncompliance with the Court.

A copy of the Court's Nov. 14, 2013, Order is available at:

     http://bankrupt.com/misc/richmondvalley.doc66.pdf

                 About Richmond Valley Plaza LLC

Richmond Valley Plaza LLC filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 13-44040) on June 28, 2013 in
Brooklyn, New York.  Yann Geron, Esq. and Kathleen Aiello, Esq.,
of Fox Rothschild LLP, serve as counsel to the Debtor.  The Debtor
estimated up to $8,400,000 in assets and up to $6,517,934 in
liabilities.  Affiliates, A.E.T. Realty Holding Corp., (Case No.
13-44043) and E.B. Realty Holding Corp (Case No. 13-44047) sought
Chapter 11 protections on the same day.

TM Real Estate Holding LLC a/k/a T.M. Realty Holding Corp., filed
a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44046) on
June 28, 2013.  The Debtor scheduled assets of $10,900,000 and
liabilities of $10,497,264.  The petition was signed by John Noce,
manager.

The Debtors' cases are being jointly administered pursuant to an
order of the Court, dated Aug. 8, 2013 [ECF No. 25].


RITE AID: Myrtle Potter Appointed to Board of Directors
-------------------------------------------------------
Rite Aid Corporation's its Board of Directors has elected Myrtle
S. Potter, a well-known and highly experienced healthcare
executive, to the Rite Aid Board.

"We are pleased that Myrtle has accepted a position on our Board,"
said Rite Aid's Chairman, president and CEO John Standley.  "Her
extensive knowledge and leadership in healthcare, particularly in
the pharmaceutical industry, will add an important dimension and
perspective to our board as we assess how to most effectively grow
our business and meet the health and wellness needs of our
customers in a rapidly changing and evolving healthcare
environment."

An accomplished leader with more than 30 years of experience in
the healthcare industry, Potter is currently CEO of Myrtle Potter
& Co., LLC, a Silicon Valley-based life sciences and healthcare
consulting firm; and Myrtle Potter Media, Inc., a consumer
healthcare content company.

Before forming her own consulting company, Potter served as
president of commercial operations and chief operating officer at
Genentech, Inc.  She has also held executive positions with
Bristol-Myers Squibb and Merck & Co.  Potter currently serves on
the boards of Liberty Mutual Holding Company, Inc., a diversified,
global insurance services company; Proteus Digital Health, Inc., a
privately held company that develops and commercializes digital
health solutions; and Everyday Health, Inc., a leading digital
health solutions provider.  She also serves on the Board of
Trustees of University of Chicago, where she earned a bachelor's
degree.

Ms. Potter was not selected as a director pursuant to any
arrangement or understanding with any other person.  As a non-
employee Director, Ms. Potter will receive compensation in
accordance with the Company's policy for compensation as a non-
employee Director.

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.  The Company's balance sheet at Aug. 31,
2013, showed $7.16 billion in total assets, $9.48 billion in total
liabilities and a $2.31 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


ROCK AIRPORT: Court Wants West Penn Power Design Plan Implemented
-----------------------------------------------------------------
Bankruptcy Judge Carlota M. Bohm ruled that the design plan
prepared by West Penn Power is the appropriate method by which to
transition the delivery of electricity to Management Science
Associates, Inc., currently supplied by an electrical grid owned
by Rock Airport of Pittsburgh LLC, or RPP LLC, via a direct
electrical line from West Penn Power to MSA.  The West Penn Power
design plan will be implemented.

In accordance with the May 31, 2013 Court Order, a design study by
West Penn Power was commissioned to facilitate the transition.
Following the completion of the design study, MSA asked the Court
to approve the "Motion to Accept, Approve and Order Implementation
of the West Penn Power Design Plan"

Rock Airport and RPP opposed the MSA Motion.

Rock Airport owns an airport and business park, known as
Rockpointe Business Park.  MSA owns a parcel of property at the
Business Park where it operates a data center.  RPP operates an
electrical grid which supplies power to businesses located at the
Business Park, including MSA.

Notably, the parties do not dispute that the transition in the
supply of electricity to MSA must occur; rather, the issue is how
to accomplish the transition.

The case is, MANAGEMENT SCIENCE ASSOCIATES, INC., Plaintiff, v.
RPP, LLC, Defendant, Adv. Proc. No. 13-2078 (Bankr. W.D. Pa.).  A
copy of the Court's Dec. 3, 2013 Memorandum Opinion is available
at http://is.gd/YViavWfrom Leagle.com.

Rock Airport of Pittsburgh, LLC, based in Pittsburgh,
Pennsylvania, filed for Chapter 11 bankruptcy (Bankr. W.D. Pa.
Case No. 09-23155) on April 30, 2009.  Robert O. Lampl, Esq.,
serves as Rock Airport's counsel.  In its petition, Rock Airport
estimated $1 million to $10 million in both assets and debts.  A
full-text copy of the petition, including the Debtor's list of 16
largest unsecured creditors, is available for free at
http://bankrupt.com/misc/pawb09-23155.pdf
The petition was signed by Rock Ferrone, president of the Company.

Its affiliate, Pittsburgh-based RPP LLC, filed for Chapter 11
bankruptcy (Bankr. W.D. Pa. Case No. 13-20868) on Feb. 28, 2013,
disclosing $6,710,000 in assets and $6,200,000 in liabilities.
Elliott J. Schuchardt, Esq., at Schuchardt Law Firm, serves as
RPP's counsel.  The petition was signed by Rock Ferrone, managing
member.


ROUNDY'S SUPERMARKETS: S&P Lowers CCR to 'B-' & Removes from Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Milwaukee-based Roundy's Supermarkets Inc. to
'B-' from 'B' and removed it from CreditWatch with negative
implications, where S&P placed it on Nov. 11, 2013.  The outlook
is stable.  S&P also lowered the rating on the company's senior
secured term loan to 'B' from 'B+'.  The senior secured recovery
rating remains '2', indicating S&P's expectation of substantial
(70%-90%) recovery of principal in the event of payment default.

"We based the downgrade mainly on our forecasted expectation of
weak performance that is likely to continue over the next year,
coupled with increased debt to fund store acquisitions and the
debt adjustment as a result of assumed operating leases," said
credit analyst Charles Pinson-Rose.  "Furthermore, the acquired
stores will not likely contribute meaningful profits in 2014."

The outlook is stable, incorporating S&P's expectation that
profits will decline in 2014, credit metrics will weaken, but
Roundy's will maintain adequate liquidity, as S&P expects Roundy's
will comply with revised financial covenants and generate modest
amounts of free cash flow.

                         Downside Scenario

The current outlook incorporates S&P's view that the company will
complete the necessary financing for the transaction and maintain
adequate covenant cushion as a result of reset levels in the range
of 20% relative to expected profit levels.  However, if the
company fails to obtain such cushion, S&P may consider a lower
rating and revise its liquidity assessment to "less than
adequate".  Furthermore, S&P may also consider a lower rating if
the company's covenant cushion falls below 10%, which S&P thinks
could occur if EBITDA is about $15 million lower than forecasted
for 2014 and could happen with our sales assumptions and
additional 60 bps of margin contraction.

                          Upside Scenario

Given likely performance trends over the near term, any positive
rating action is not likely in S&P's view.  S&P may consider a
higher rating if leverage is near or below 6x, which could occur
if EBITDA was approximately $50 million higher than what S&P
forecasts for 2014, which is not likely in S&P's estimation given
industry conditions and current performance trajectory.


SCOOTER STORE: Reorganization Milestones Eliminated
---------------------------------------------------
On Nov. 14, 2013, the U.S. Bankruptcy Court for the District of
Delaware entered an amendment to its final order dated Aug. 19,
2013, authorizing use of Lenders' cash collateral by The Scooter
Store Holdings, Inc., et al.   The amendment provides, among other
things, that the reorganization milestones will be eliminated and
the balance required in the Debtors' cash operating account of
will be amended from $2,000,000 to $1,500,000 or to any other
amount upon consent of the statutory committee of unsecured
creditors and the second and third lien lenders.  A copy of the
amended budget provided for in the new order is available at
http://bankrupt.com/misc/scooterstore.doc731-1.pdf

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SEARS HOLDINGS: Edward Lampert Held 48.4% Equity Stake at Dec. 2
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Edward S. Lampert and his affiliates
disclosed that as of Dec. 2, 2013, they beneficially owned
51,551,294 shares of common stock of Sears Holdings Corporation
representing 48.4 percent of the shares outstanding.  The
percentage is based upon 106,451,439 common shares outstanding as
of Nov. 15, 2013, as disclosed in Holdings' quarterly report on
Form 10-Q for the quarter ended Nov. 2, 2013, that was filed by
Holdings with the SEC on Nov. 21, 2013.

Mr. Lampert previously disclosed beneficial ownership of
58,897,115 common shares or 55.3 percent equity stake as of
March 11, 2013.

A copy of the regulatory filing is available for free at:

                        http://is.gd/kVhstQ

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Nov. 2, 2013, showed $20.20 billion
in total assets, $17.88 billion in total liabilities and $2.32
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SENSATA TECHNOLOGIES: S&P Revises Outlook & Affirms 'BB' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
rating outlook on electronic sensors and controls manufacturer
Sensata Technologies B.V. to positive from stable.  At the same
time, S&P affirmed its ratings on the company, including
the 'BB' corporate credit rating.

"The outlook revision reflects Sensata Investment Co. S.C.A.'s
(which is controlled by Bain Capital Partners LLC) continued exit
of its ownership of publicly traded Sensata Technologies Holding
N.V. (Sensata's ultimate parent) and Sensata's good operating
performance," said Standard & Poor's credit analyst Dan Picciotto.
"We believe that Bain's planned sale provides further evidence of
its decreasing influence on Sensata's financial policy."

Following the transaction, S&P expects Sensata's credit measures
to remain good at debt to EBITDA of about 2.5x by year end,
despite the sizable cash (possibly more than $170 million) that
Sensata would use to purchase 4.5 million of Bain's shares.

The rating on electronic sensors and controls manufacturer Sensata
reflects the company's "significant" financial risk profile and
its "satisfactory" business risk profile and a one-notch downward
comparable ratings analysis adjustment.  S&P expects debt to
EBITDA to be sustained between 2x-3x, on average, and considers
this appropriate for a "significant" financial risk profile
assessment because of the potential for high volatility in
financial measures, given Sensata's significant exposure to the
highly cyclical automotive market.

The outlook is positive.  S&P believes that Sensata could maintain
credit measures appropriate for a higher rating, including debt to
EBITDA of less than 2.5x., which, combined with Bain's continued
exit, could support a one-notch upgrade.

An upgrade would be likely if S&P believed Bain will continue its
exit of the Sensata investment and if it expects Sensata to
maintain credit measures appropriate for a higher rating,
including debt to EBITDA of less than 2.5x.  This could occur if
the company sustains moderate growth and redeploy cash flow into
acquisitions that bolstered the business.

S&P could revise the outlook to stable if it did not expect
Sensata to operate at the lower end of the debt to EBITDA the 2x-
3x, which S&P considers appropriate for the existing rating, or if
Bain no longer appears likely to exit the investment, calling into
question the risks S&P associates with Sensata's financial policy.
S&P could also revise the outlook to stable if Sensata engages in
large, debt-financed acquisition activity or experiences an
operating downturn that we expected would result in sustained debt
to EBITDA of 2.5x or higher.


SHELBOURNE NORTH: Jan. 27 Fixed as Claim Bar Date
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
Jan. 27, 2014, as the deadline for any individual or entity to
file proofs of claim against Shelbourne North Water Street L.P.

The Court also fixed May 12 as the deadline for any governmental
unit.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case Number 13-12652).  The case
is assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

The Debtor tapped FrankGecker LLP as counsel.


SHERIDAN HEALTHCARE: S&P Lowers CCR to 'B' on Proposed Dividend
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on Sheridan Healthcare Inc. to 'B' from 'B+'.  The rating
outlook is stable.

At the same time, S&P lowered its rating on the company's first-
lien revolving credit facility and term loan facility to 'B' from
'B+'.  The recovery rating remains '4', indicating S&P's
expectation for average (30% to 50%) recovery for lenders in the
event of a payment default.  Additionally, S&P assigned the
company's $70 million first-lien delayed draw term loan a 'B'
issue-level rating with a recovery rating of '4'.

Also, S&P assigned a 'CCC+' issue-level rating to the proposed
$365 million second-lien term loan.  The recovery rating is '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for lenders in the event of a payment default.  Proceeds of the
incremental term loan and the new second-lien term loan will be
used to fund a sponsor dividend and refinance the existing second-
lien term loan.  Proceeds of the delayed draw will be used for a
pending acquisition.  These actions reflect a revision of the
company's financial risk profile to "highly leveraged" from
"aggressive" as a result of the increase debt burden.

"We lowered the ratings because the company's debt burden will
increase because of the proposed transaction, proceeds of which
will be used in part to fund a special dividend," said Standard &
Poor's credit analyst Tulip Lim.

The rating outlook is stable, reflecting Standard & Poor's
expectation that the company's revenue will continue to grow both
organically and through acquisitions.  S&P believes the company
will continue to win contracts from smaller competitors in local
markets over the next few years.  The outlook also incorporates
S&P's expectation that debt leverage will remain over 5x, despite
improved EBITDA and EBITDA margin in 2014.

An upgrade is unlikely, given the company's ownership by financial
sponsors, but it would entail the company establishing a less
aggressive financial policy, such that S&P becomes convinced that
the company would maintain leverage under 5x.

S&P could consider lowering the rating if the company's liquidity
weakens.  For example, if the company's margin of compliance with
its maintenance covenant approaches 10% and it has a meaningful
balance under its revolver, S&P could consider lowering the
rating.


SHERIDAN HOLDINGS: Moody's Affirms Rates $70MM Term Loan 'B1'
-------------------------------------------------------------
Moody's Investors Service affirmed Sheridan Holdings, Inc.'s
senior secured 1st lien term loan rating, including the proposed
$85 million incremental term loan rating at B1. In addition,
Moody's assigned a B1 rating to Sheridan's $70 million delayed
draw senior secured 1st lien term loan due 2018 and a Caa1 rating
to the proposed $365 million 2nd lien term loan due 2021.
Sheridan's B2 Corporate Family Rating and B2-PD Probability of
Default Rating were also affirmed. The outlook is stable.

Moody's understands that the proceeds will be used to refinance
Sheridan's exiting $110 million 2nd lien term loan, pay a $303
million dividend to shareholders and fund acquisitions expected to
close by the end of the first quarter of fiscal 2014. Moody's will
withdraw the rating on the existing 2nd lien term loan at the
close of the transaction.

Following is a summary of Moody's ratings actions for Sheridan
Holdings, Inc.:

Ratings assigned:

  $70 million 1st lien delayed draw term loan due 2018 at B1
  (LGD 3, 34%)

  $365 million 2nd lien term loan due 2021 at Caa1 (LGD 5, 87%)

Ratings affirmed and LGD estimates revised:

  Senior secured first lien revolver expiring 2017 at B1 (LGD 3,
  34%) from B1 (LGD 3, 40%)

  Senior secured 1st lien term loan, B1 (LGD 3, 34%) from B1 (LGD
  3, 40%)

  $110 million second lien term loan due 2019 at Caa1 (LGD 6, 91%)

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

Rating Rationale:

Sheridan's B2 Corporate Family Rating reflects the company's high
financial leverage, shareholder friendly financial policy and
aggressive acquisition strategy. The rating is also constrained by
the considerable concentration of business in the Florida market
and the company's modest size compared to similarly rated
competitors. The rating benefits from Sheridan's solid cash flow
and Moody's expectation for improved credit metrics, driven by
EBITDA growth associated with acquisitions and new contract wins.

The stable outlook reflects Moody's expectation that Sheridan will
continue to see positive operating results characterized by strong
margins and steady cash flow. However, Moody's believes that cash
flow will likely be used for additional growth, instead of debt
repayment, although, Moody's expects the company to delever to
about 6.0 times over the next 12-18 months, primarily through
EBITDA growth.

Given the high leverage, an upgrade in the near-term is not
anticipated. However, the rating could be upgraded if the company
continues to grow its revenue base and diversify its revenue
sources, while repaying debt. More specifically, there could be
upward ratings pressure if total debt to EBITDA falls to the low 4
times range and adjusted free cash flow to adjusted debt rises
above 8%, each on a sustainable basis.

The ratings could be downgraded if the company fails to improve
its credit metrics, increases leverage either for acquisitions or
shareholder initiatives, or if free cash flow to debt were to
become negative. More specifically, if Sheridan is unable to
realize leverage approaching 6 times within the next 12 to 18
months, the ratings could be lowered.

Headquartered in Sunrise, Florida, Sheridan Healthcare, Inc. (a
wholly owned subsidiary of Sheridan Holdings, Inc.) is a leading
provider of physician services to hospitals and ambulatory
surgical facilities. The company provides outsourced physician
staffing services for anesthesia, neonatology, radiology,
pediatrics and emergency departments. Sheridan also provides a
full complement of professional and administrative support
services including physician billing.


SHERIDAN FUND I: S&P Assigns 'B+' Issuer Credit Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issuer credit ratings on Sheridan Production Partners I-A L.P.,
Sheridan Investment Partners I LLC, and Sheridan Production
Partners I-M L.P. (collectively referred to as Sheridan Fund I).
The outlook is stable.

At the same time, S&P assigned its 'B+' senior secured debt rating
and '3' recovery rating on the $1.25 billion senior secured first-
lien credit facility.  The '3' recovery rating indicates S&P's
expectation for meaningful (50%-70%) recovery for the credit
facility lenders in the event of a payment default.  Each of the
three entities is a borrower on a several, but not joint and
several, basis under the credit facility.  The credit facility
consists of a $900 million term loan due in 2019, a $100 million
term loan due in 2018, and a $255 million revolving credit
facility due in 2015, the availability of which is subject to a
borrowing base.  Because the borrowers under the credit facility
carry a pro rata share of the debt aligned with their pro rata
share of the cash flows generated by each of the overall fund's
investments, S&P expects its issuer and issue ratings on all three
entities to remain the same.

"Our rating on Sheridan Fund I primarily reflects its high debt
leverage, weak competitive position resulting from its relatively
small scale (as measured by total proved reserves), and limited
production growth potential," said Standard & Poor's credit
analyst Trevor Martin.  "Furthermore, the fund investments have
somewhat limited geographic diversification.  Somewhat offsetting
these weaknesses are senior management's extensive experience in
the oil and gas industry, its long-term, locked-in limited partner
capital base, relatively stable profitability and cash flow, and
the high proportion of its proved developed reserves to total
reserves, which reduces operating risk."

Sheridan Fund I, a 15-year private equity style vehicle, invests
in mature oil and gas fields.  The fund's investment thesis is
based on the idea that public exploration and production companies
are increasingly looking to grow reserves funded by sales of
mature properties to exhibit greater growth potential.  Because
the assets are mature, S&P believes there is a high degree of
earnings stability.  Moreover, the company believes it can bring
some operational efficiency to boost production.

The stable outlook reflects S&P's view that profitability will be
fairly steady, with production and costs in line with its current
expectations, and that the funds will maintain credit measures
consistent with its forecasts over the next several years, which
include debt to EBITDA of 4x-5x and funds from operations to total
debt close to 20%.

S&P could raise the rating if management can achieve operational
efficiencies that significantly increase its production, resulting
in stronger EBITDA generation and a healthier financial profile.
For an upgrade, S&P would expect debt to EBITDA to be less than 4x
on a sustained basis.  Conversely, S&P could lower the rating if
debt to EBITDA increases beyond 5x on a sustained basis, either
through additional borrowings or deterioration of EBITDA.


SHERIDAN FUND II: S&P Assigns 'B+' Issuer Credit Ratings
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issuer credit ratings to Sheridan Production Partners II-A L.P.,
Sheridan Investment Partners II L.P., and Sheridan Production
Partners II-M L.P. (collectively referred to as Sheridan Fund II).
The outlook on each entity is stable.

At the same time, S&P assigned its 'B+' senior secured debt rating
and a '3' recovery rating on the $1.65 billion senior secured
first-lien credit facility, indicating S&P's expectation of
meaningful (50% to 70%) recovery for the credit facility lenders
in the event of a payment default.  Each of the three entities is
a borrower on a several, but not joint and several, basis under
the credit facility.  The credit facility consists of an
$800 million term loan due 2020 and an $850 million revolving
credit facility due 2018, the availability of which is subject to
a borrowing base.  Because each of the borrowers under the credit
facility carries a pro rata share of the debt aligned with its pro
rata share of the cash flows generated by each of the overall
fund's investments, S&P expects its issuer and issue ratings to
remain the same for all three entities.

"Our rating on Sheridan Fund II primarily reflects the company's
high debt leverage, weak competitive position resulting from
relatively small scale (as measured by total proved reserves), and
limited production growth potential," said Standard & Poor's
credit analyst Trevor Martin.  Furthermore, the fund investments
have somewhat limited geographic diversification.  Somewhat
offsetting these weaknesses are senior management's extensive
experience in the oil and gas industry; the long-term, locked-in
nature of its limited partner (LP) capital base; relatively stable
profitability and cash flow; and the high proportion of proved
developed reserves to total reserves, which reduces operating
risk.

Sheridan Fund II, a 15-year private equity style vehicle, invests
in mature oil and gas fields.  The fund's investment thesis is
based upon the idea that public exploration and production (E&P)
companies are increasingly looking to grow reserves funded by
sales of mature properties to exhibit greater growth potential.
Because of the mature nature of the assets, S&P believes there is
a high degree of earnings stability.  Moreover, the company
believes it can bring some operational efficiency to boost
production.

The stable outlook reflects S&P's view that profitability will be
fairly steady, with production and costs in line with its current
expectations, and that the funds will maintain credit measures
consistent with the rating over the next several years, which
includes debt to EBITDA between 4x and 5x, and funds from
operations to total debt close to the 20% area.

S&P could raise the rating if management can achieve operational
efficiencies that significantly increase its production, resulting
in stronger EBITDA generation and a healthier financial profile.
For an upgrade, S&P would expect debt to EBITDA to be below 4x on
a sustained basis.  Conversely, S&P could lower the rating if it
expects debt to EBITDA to increase beyond 5x on a sustained basis,
either through additional borrowings or deterioration of EBITDA.


SIERRA HAMILTON: Moody's Assigns B3 CFR & Rates Secured Notes B3
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Sierra
Hamilton LLC consisting of a B3 Corporate Family Rating (CFR), a
B3-PD Probability of Default Rating, a B3 senior secured rating to
the company's $110 million proposed notes issue and an SGL-2
Speculative Grade Liquidity rating. The outlook is stable.

Proceeds from the notes issue will be used to refinance existing
debt and to pay a $30 million dividend.

Assignments:

Issuer: Sierra Hamilton LLC

Probability of Default Rating, Assigned B3-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned B3

Senior Secured Regular Bond/Debenture, Assigned B3

Senior Secured Regular Bond/Debenture, Assigned a range of LGD3,
44 %

Rating Rationale:

Sierra Hamilton's B3 CFR reflects the company's small size,
product and customer concentration, and high debt level given its
exposure to the cyclical exploration and production (E&P) industry
and oilfield services sector. The rating also considers that
Sierra Hamilton is a new corporate entity with no corporate
history and limited financials in its current form, but that the
predecessor companies, Sierra and Hamilton, have been in operation
for decades. The rating incorporates Sierra Hamilton's variable
cost base and Moody's view that Sierra Hamilton's business model
is likely to remain well positioned given that its established
customer base will continue to outsource personnel to supervise
oil & gas drilling projects. Moody's expects oil & gas activity
levels to remain favorable, allowing Sierra Hamilton to maintain
EBITDA of around $28 million and leverage of about 4.6x through
mid-2015.

Sierra Hamilton's liquidity is good (SGL-2), supported by Moody's
view that the company will remain free cash flow positive through
2014 given negligible capital expenditure requirements. The
company has full availability under its $15 million asset backed
lending (ABL) facility, good headroom under the springing fixed
charge covenant that governs maximum availability under its ABL
facility, and no near term debt maturities. The company has no
alternate liquidity as its only assets are receivables, which are
pledged under the ABL.

The senior secured notes will rank behind the ABL and ahead of the
$20 million subordinated seller note. Given the modest size of the
liquidity facility, seller note and other liabilities relative to
the notes there are no notching implications for the notes
relative to the CFR under Moody's Loss Given Default Methodology.

The stable rating outlook reflects Moody's expectation that Sierra
Hamilton will maintain its customer relationships and continue to
maintain EBITDA at around $30 million while keeping debt to EBITDA
below 5x through mid-2015.

The ratings could be downgraded if Moody's expects deterioration
in E&P industry fundamentals or liquidity. The ratings would be
downgraded if Moody's expects debt/ EBITDA to exceed 5x.

The ratings are unlikely to be upgraded until Moody's is confident
the company will be able to maintain stable operating performance
and adequate liquidity through an E&P industry downturn.

Sierra Hamilton primarily provides on-site supervision personnel
to oil & gas companies engaged in exploration, drilling,
completion and production.


SIMPLY WHEELZ: Gets Final Loan Approval Pending Sale
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Advantage Rent A Car, formally named Simply Wheelz
LLC, won final approval on Dec. 3 to borrow $46 million from
Catalyst Capital Group Inc., the intended buyer of the business.

According to the report, auction and sale procedures approved by
the bankruptcy court in Jackson, Mississippi, require competing
bids by Dec. 4.  If there is another offer, the auction will occur
Dec. 9, followed by a hearing on Dec. 17 for sale approval.

                     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.


SOUTH SAUNDERS: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: South Saunders Redevelopment, LLC
        6405 Westgate Road, Suite 115
        Raleigh, NC 27612

Case No.: United States Bankruptcy Court
          Eastern District of North Carolina

Chapter 11 Petition Date: December 4, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Debtor's Counsel: Jason L. Hendren, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: 919 573-1422
                  Fax: 919 420-0475
                  Email: jhendren@hendrenmalone.com

Total Assets: $2.50 million

Total Liabilities: $503,155

The petition was signed by William E. Jackson II, manager.

The Debtor listed Capital Plumbing as its largest unsecured
creditor holding a claim of $2,300.


SPECTRUM BRANDS: Moody's Rates New EUR200MM Term Loan 'Ba3'
-----------------------------------------------------------
Moody's said Spectrum Brands' announcement yesterday that it
refinanced its $513 million U.S. term loan B due December 2019
with a new EUR200 million Euro term loan (approximately $270
million US) due September 2019 and a $250 million U.S. term loan
due September 2019 is credit positive, but not enough to change
the B1 Corporate Family Rating or stable outlook.

The B1 Corporate Family Rating reflects Spectrum's growing size
with pro forma revenue over $4 billion, but also its high
debt/EBITDA, which is currently around 5 times pro forma for the
acquisition, but is expected to decrease to around 4.5 times in
the next year. Spectrum competes against bigger and better
capitalized companies, which constrains the rating. Spectrum's
ratings benefit from its good product diversification with
products ranging from personal care items, to pet supplies, small
appliances and residential locksets. The rating reflects the
shareholder oriented propensity of its largest shareholder,
Harbinger Group. The rating also reflects Spectrum's general
stability in operating performance during the 2008-2009 recession
and Moody's expectation that credit metrics will continue
improving in the near to mid-term, despite soft top line growth
amid modest consumer spending. Spectrum's good liquidity profile
as well as its broad international penetration are important
rating factors, although there is some concentration in Europe.

Headquartered in Madison, Wisconsin, Spectrum Brands, Inc. is a
global consumer products company with a diverse product portfolio
including consumer batteries, lawn and garden and home pest
control, electric shaving and grooming, personal care and small
appliances and residential locksets, hardware and faucets. Revenue
for the twelve months ended September 30, 2013 approximated $4.1
billion.


SPENDSMART PAYMENTS: Joe Proto Becomes Chairman of the Board
------------------------------------------------------------
Joe Proto, who has served on The SpendSmart Payments Company's
board since January of 2012, has been elected by the Board of
Directors to become Chairman of the Board.

In conjunction with this change, Mike McCoy, the Company's CEO,
maintains his position on the Board as a director.  Jesse Itzler
has resigned from his post as Director in order to devote more
time to his family.  The Board of Directors thanks Mr. Itzler for
his valuable service and looks forward to a continued working
relationship with him.

Joe Proto is a seasoned and successful senior executive and
entrepreneur with three decades in the billing and payments
industry.  Mr. Proto is currently the Chairman and Chief Executive
Officer of electronic billing company, Transactis Inc.  He founded
REMITCO, a remittance processing company where he also served as
President for 11 years, which was acquired in 2000 by First Data
Corporation.  Mr. Proto also founded Financial Telesis (CashFlex),
a payment processor to 65 of the top 100 banks in the U.S., which
was acquired by CoreStates (now part of Wells Fargo).  In 2004,
Mr. Proto co-founded Windham Ventures, an investment company
focused on life sciences technology-based companies, where he
currently serves as a founding partner.  Joe is a member of
various financial services associations and is a frequent speaker
at conferences in the payments industry.

"SpendSmart is evolving.  We are expanding our prepaid debit card
focus with broader payment offerings, mobile merchant-centric
consumer loyalty and rewards solutions, and Prepaid Program
Management services for both government and business.  The Company
is well positioned to capitalize on these growth opportunities and
I look forward to actively working with the executive team to lead
the direction of SpendSmart in the extensive payments space,"
stated SpendSmart Chairman Joe Proto.

"Joe Proto will serve SpendSmart well as our Chairman.  He has
vast experience and a track record of leading success at a number
of payments industry companies.  My fellow board members and I are
pleased that he has accepted the position of Chairman," added Mike
McCoy, CEO, The SpendSmart Payments Company.

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Company's balance sheet at June 30, 2013, showed $1.37 million
in total assets, $1.91 million in total liabilities, all current,
and a $540,393 total stockholders' deficiency.

For the year ended Sept. 30, 2012, the Company's audited
consolidated financial statements included an opinion containing
an explanatory paragraph as to the uncertainty of our Company's
ability to continue as a going concern.  Additionally, the Company
has incurred net losses through June 30, 2013, and has yet to
establish profitable operations.


STELLAR BIOTECHNOLOGIES: Conference Call Dec. 11 on Milestones
--------------------------------------------------------------
Stellar Biotechnologies, Inc., will host a general corporate
update and conference call virtual presentation webcast at 11:00
AM ET (8:00 AM PT) on Dec. 11, 2013.

The Company will review the significant milestones achieved in
2013 including its acquisition of exclusive rights to an
innovative KLH-based immunotherapy technology to treat Clostridium
difficile infection, as well as recent manufacturing and R&D
progress.  In addition, Stellar's management will discuss the
Company's plans for expansion involving potential catalysts in
R&D, manufacturing and business development.

Telecast and Webcast Information:

         Date: Wednesday, Dec. 11, 2013
         Time: 8:00 AM PT/ 11:00 AM ET
         US Dial-in (Toll-free): 1-877-941-1427
         International Dial-in:  1-480-629-9664
         Conference Call ID: 4653815

Webcast Link: http://public.viavid.com/index.php?id=107091

For the live and archived webcast, please visit the investor
presentation section on Stellar Biotechnologies' Web site at:
http://www.stellarbiotech.com/

A replay of the call will be available through Dec. 25, 2013.  To
access the replay, please call 1-877-870-5176 if calling from
North America and 1-858-384-5517 if calling from outside the U.S.
and Canada.  The replay passcode is 4653815, for additional
information please visit the investor section of the company Web
site at http://www.stellarbiotech.com/

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at May 31, 2013, showed $2.23 million
in total assets, $5.35 million in total liabilities and a $3.11
million total shareholders' deficiency.

"Without raising additional financial resources or achieving
profitable operations, there is substantial doubt about the
ability of the Company to continue as a going concern," the
Company said in its quarterly report for the period ended May 31,
2013.


STOCKTON, CA: March 5 Plan Confirmation Hearing Set
---------------------------------------------------
The City of Stockton, California, filed with the U.S. Bankruptcy
Court for the Eastern District of California on Nov. 21, 2013, a
Modified Disclosure Statement with respect to the City's First
Amended Plan for the Adjustment of Debts dated Nov. 15, 2013.

A hearing regarding confirmation of the Plan will be held by the
Bankruptcy Court on March 5, 2014, commencing at 9:30 a.m.,
Pacific Time.

The holders of general unsecured claims (Class 12), including
retiree health benefit claimants, will be paid a percentage of
their claims equal to the Unsecured Claim Payout Percentage
(unless the amount of the Retiree Health Benefit Claims changes,
that percentage will be equal to 0.93578% (i.e., $5,100,000
divided by $545,000,000) or such other amount as is determined by
the Bankruptcy Court before confirmation of the Plan to constitute
a pro-rata payment on such other general unsecured claims.
According to the City, that is all it can afford to pay and still
maintain even a bare minimum level of City services.

Retirees who are receiving a CalPERS pension but no health
benefits from the City will not be affected by the Plan.  Retirees
who are receiving a CalPERS pension plus health benefits will have
their health benefits eliminated.

Current employees of the City have also agreed to forgo health
benefits in retirement, which along with changes in compensation
results in the loss of their retirement "spike" and reduces their
post-employment benefits by 30% to 50%.  The loss of retiree
health benefits is a substantial concession of approximately $1
billion that has already been agreed to without compensation for
this loss.  In addition, most current employees hired before
Jan. 1, 2013, have also agreed to a 7-30% reduction in pensionable
compensation, which will reduce their future CalPERS pension from
what it otherwise would have been.

According to papers filed with the Court, the Plan will enable the
City to pay its future bills, including the reduced compensation
payable to its employees, and including its obligations to
CalPERS, which will fund pension contributions for its current and
former employees.  "The maintenance of pensions is critical to the
City in order to retain employees -- particularly police officers
-- rather than losing them to other local governments, all of
which have defined benefit pension plans similar in benefit
structure to CalPERS, and the overwhelming majority of which have
pension plans administered by CalPERS."

According to the Modified Disclosure Statement, unlike a corporate
Chapter 11 debtor, a city in Chapter 9 simply cannot be allowed to
fail.  "It must continue to provide police and fire protection to
its residents, to maintain streets and highways, to treat its
employees and retirees fairly, and generally to create an
environment in which its residents can prosper.  Unlike a
corporation, its assets cannot be liquidated or sold to a
competitor in order to satisfy its debts."  The City believes that
the financial restructuring set forth in its Plan is its current
best option for achieving those goals.

The City believes that the Plan provides the greatest and earliest
possible recoveries to holders of claims while preserving
necessary City services and operations.

A copy of the Modified Disclosure Statement is available at:

       http://bankrupt.com/misc/cityofstockton.doc1215.pdf

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SUGARLEAF TIMBER: Court Confirms Ch. 11 Plan; Hearing on Dec. 20
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
confirmed on Nov. 22, 2013, Sugarleaf Timber, LLC's Chapter 11
Plan, as amended on March 1, 2013.  In the Ballot Tabulation
[Doc. No. 135] Class 1 rejected the Plan and Class 4 accepted the
Plan.  Nevertheless, according to the Court, the Plan satisfies
the confirmation requirement of Section 1129(a)(10) of the
Bankruptcy Code.

The Court overruled Farm Credit's objection.  According to the
Court, "[T]he fact that a debtor proposes to turn over collateral
to a creditor on a debt guaranteed by non-debtors does not by
itself necessarily justify" a find of bad faith."

A hearing will be conducted on Dec. 20, 2013, at 9:30 a.m., for
the purpose of considering Debtor's election of the alternative
treatments proposed for Farm Credit's secured claim pursuant to
Article V of the Plan.

As reported in the TCR on May 13, 2013, Sugarleaf submitted to the
Court on March 1, 2013, a Second Amended and Restated Modification
to the Debtor's First Amended Plan of Reorganization, as filed on
Oct. 31, 2011.

The Debtor stated that in the Amendment dated March 1, 2013, only
Article V, paragraphs 5.01 (Secured Claim of Farm Credit in Class
1) and 5.04 (General Unsecured Claims in Class 4) of the Debtor's
First Amended Plan will be modified.

The Debtor's Plan, as Modified on March 1, 2013, provides for
alternative treatments of Farm Credit's secured claim.  Option 1
provides for the Debtor to transfer all of the Property, and all
of the Debtor's cash except for the sum of $400,000 identified as
"Set Aside Proceeds" and certain sums identified as the "Hunting
Lease Proceeds," to Farm Credit in full satisfaction of Farm
Credit's claim.  Option 2 provides for the Debtor to transfer all
of the Property and all of its cash, including the Set Aside
Proceeds and the Hunting Lease Proceeds to Farm Credit in full
satisfaction of Farm Credit's claim.

A copy of the Amendment is available for free at
http://bankrupt.com/misc/SUGARLEAF_TIMBER_2plan.pdf

                      About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq., at Brennan, Manna & Diamond, P.L., in Jacksonville,
Fla., serves as the Debtor's bankruptcy counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

The Debtor's plan that was filed in October 2011 provides for the
delivery of a portion of the Debtor's properties which are subject
to Farm Credit's liens, which delivery the Debtor asserts will
provide the "indubitable equivalent" of Farm Credit's secured
claim.  Management of the reorganized Debtor will remain the same
after the bankruptcy exit.  Counsel for Farm Credit has opposed
the Plan, citing that the Plan is a partial "dirt for debt" plan
seeking to force Farm Credit to receive a portion of its real
property in full satisfaction of approximately $27,400,000 in
secured claims while the Debtor retains approximately 622 acres of
real property collateral which Farm Credit is forced to release
under the Plan.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


T-L BRYWOOD: Asks Court's OK to Use Cash Collateral Until Dec. 31
-----------------------------------------------------------------
In connection with T?L Brywood LLC's request for interim
authorization to use cash collateral of lender RCG-KC Brywood LLC,
successor to The Private Bank and Trust Company, for the period
Nov. 1, 2013, through Dec. 31, 2013, the U.S. Bankruptcy Court for
the District of Indiana ordered that, absent any objections or
requests for hearing, the Court may enter an order approving the
same, without further notice and hearing.

As proposed, the lender will be granted valid, perfected,
enforceable security interests to Debtor's postpetition assets,
including all proceeds and products which are now or hereafter
become property of the estate to the extent and priority of its
alleged prepetition liens, if valid, but only to the extent of any
diminution in the value of such assets during the period from the
commencement of the Chapter 11 case through Dec. 31, 2013.

A copy of the Proposed Order is available at:

           http://bankrupt.com/misc/t-lbrywood.doc255.pdf

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.
The case was transferred to the U.S. Bankruptcy Court for the
Northern District of Indiana (Case. 13-21804) on May 14, 2013.


TLO LLC: Competing Bidder Asserts Breach of Bidding Procedures
--------------------------------------------------------------
Warburg Pincus LLC, the competing bidder, objected to the sale by
TLO LLC to TransUnion because, among other things, the successful
bid was selected in contravention of the bidding procedures; does
not represent the highest and best offer; and was not within the
sound business judgment of the Debtor.

The Debtor, on Nov. 21, filed a memorandum of law in support of
its sale motion stating that, among other things:

   1. the Debtor supported approval of TransUnion as the
      successful bidder.  TransUnion's bid was for $154,000,000
      with TransUnion assuming the Equifax Contract, limiting the
      cure to $10,000,000, eliminating any unsecured claim by
      Equifax, which had a potential of being $30,000,000, and
      rejecting the Experian Agreement.  The TransUnion Bid was
      guaranteed by its parent TransUnion Holding Inc.  This will
      provide a 100 percent distribution to creditors and will
      provide a substantial distribution to equity.

   2. The TransUnion bid is supported by the equity holders.
      The Debtor asserted that the only parties with standing to
      object to the sale are the equity holders as all other
      creditors will be paid in full.

   3. The bidding procedure was conducted within the discretion
      of the Debtor and was fair and reasonable.

As reported in the Troubled Company Reporter on Nov. 25, 2013,
Marie Beaudette, writing for DBR Small Cap, reported that credit
reporting firm TransUnion won a marathon bankruptcy auction for
software company TLO LLC on Nov. 21 morning with a $154 million
bid, nearly $50 million over its original stalking-horse bid.

Law360 also reported that TransUnion's $154 million bid will allow
creditors to be paid in full.

After a 20-hour auction, TransUnion -- which had put in a $105
million stalking horse bid -- emerged as the winning bidder for
TLO's assets, besting competing bidders LexisNexis Risk Solutions
FL Inc. and WPTLO Acquisition Corp., according to the Law360
report.

                          Sale Objections

Gary Myhre, in a limited objection, wants to ensure that the sale
of the Company did not, and would not include his confidential
material and trade secrets to another owner.

Linebarger Goggan Blair & Sampson, LLP, 50 percent owner of the
membership interest in the Company, said the asset purchase
agreement with TransUnion gives TransUnion the option of acquiring
TLO's equity interest in LAIS.  The purpose of the limited
objection was simply to preserve -- pending the outcome of the
auction and a productive dialogue between LGBS and the successful
bidder -- the consent rights of LGBS under the Operating Agreement
and applicable law.

CoreLogic Solutions, LLC, formerly known as CoreLogic Information
Solutions, LLC, and Teletrack, LLC, formerly known as Teletrack,
Inc., objected to the sale motion stating that CoreLogic is
entitled to certain protections under the Bankruptcy Code in
connection with the assumption and assignment of the agreements
and the Debtor has failed to provide those protections.

Experian Information Solutions, Inc., in a limited objection,
stated that to the extent that TLO seeks to sell Experian Data,
owned by Experian, TLO may not sell any Experian Data licensed
from Experian under the Master Agreement.

GCA Savvian Advisors, LLC, in a limited objection, said that it
objected to the assumption and assignment without payment in full
of the transaction fee.

eMerges.com objected to the assignment or assumption of its
executor, non-exclusive license contract with debtor TLO, Inc.
eMerges.com said that TLO does not have an ownership interest in
eMerges data and may not assign rights to that data to a third
party without eMerges consent.

The Debtor, in response to the opposition, said that the agreement
between eMerges and the Debtor is for the licensing of data, and
not a license for intellectual property as argued by eMerges.
Therefore, the Debtor may assume and assign the agreement without
the consent of eMerges pursuant to Section 365(f) of the
Bankruptcy Code.

In a separate order, the Hon. Paul G. Hyman deemed as moot the
emergency motion by Tracers Information Specialists, Inc., to
continue the sale hearing.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TMT GROUP: Lender Identifies Fraudulent Transfer in Taiwan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TMT Group, the Taiwanese owner of 16 oceangoing
vessels, should either return property that was put in trust to
avoid creditors' claims or allow creditors to pursue a fraudulent-
transfer suit in Taiwan, according to a court filing by Cathay
United Bank.

According to the report, Cathay is agent for lenders with ship
mortgages on two vessels.  In December 2012, before bankruptcy,
one of TMT's now-bankrupt subsidiaries transferred property in
Taipei worth $2.7 million into a trust.  Cathay's papers filed in
bankruptcy court say the transfer was made "for the benefit of
insiders" to prevent the property "from being attached by
creditors."

Also before bankruptcy, Cathay commenced proceedings in a court in
Taiwan and posted a bond of more than $460,000 to prevent further
transfer of the property from the trust.

Cathay said it asked both TMT and the official creditors'
committee to have the property re-transferred or commence
proceedings in Taiwan before the one-year deadline lapses as soon
as Dec. 7.

Cathay filed papers on Dec. 2 seeking permission from the U.S.
Bankruptcy Court in Houston to pursue a lawsuit in Taiwan to
recover the property.  Alternatively, Cathay needs permission to
retrieve its bond.

Cathay is among lenders attempting so far unsuccessfully to have
TMT's bankruptcy dismissed.  TMT filed for Chapter 11
reorganization in June.  The lenders said TMT lacks the
connections in the U.S. to qualify it for bankruptcy protection
there. The bankruptcy judge sent the parties to mediation.

Banks opposing TMT's bankruptcy include First Commercial Bank Co.,
Mega International Commercial Bank Co., Cathay United Bank and
Shanghai Commercial Savings Bank Ltd. The banks say the ships'
owners have "overwhelmingly if not entirely foreign creditors" and
the owner is a "foreign national."

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TOMSTEN INC: Landlords Consent to Lease Decision Extension
----------------------------------------------------------
Tomsten, Inc., asks the U.S. Bankruptcy Court for the District of
Minnesota to extend the time for the Debtor to assume or reject
retail non-residential property leases with certain consenting
landlords until the earlier of the date agreed to by each landlord
or confirmation of a plan.  A summary of the consents received
from most of the landlords is available at:
http://bankrupt.com/misc/tomsteninc.doc193.pdf

                      About Tomsten, Inc.

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer
Kirkman McGrath Nauman & Tansey as counsel.  Judge Gregory F.
Kishel presides over the case.

Steven M. Rubin and the law firm of Leonard Street and Deinard
serve as the Debtor's corporate counsel.  M Squared Group, Inc.,
is the Debtor's marketing consultant while Lighthouse Management
Group, Inc., is the Debtor's financial consultant.  Baker Tilly
Virchow Krause, LLP, serve as tax accountant to the Debtor.

The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP.  CBIZ Accounting, Tax
and Advisory of New York, LLC, serves as the Committee's financial
advisor.


TRIGEANT LTD: Filing Halts Appeal Over Texas Refinery Ownership
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trigeant Ltd. filed a Chapter 11 petition last week
in West Palm Beach, Florida, automatically halting an appeal to
determine who owns the company's refinery in Corpus Christi,
Texas.

According to the report, the primary contending parties are
Petroleos de Venezuela SA, owed $52.8 million according to a
Trigeant filing in bankruptcy court, and BTB Refining LLC, a
secured lender that may have successfully foreclosed a $22.6
million mortgage on the Texas refinery.

Compressing a complicated corporate and litigation history to
essentials, BTB described in a court filing how it acquired and
later foreclosed the mortgage. Before then, PDVSA obtained an
award in arbitration and won a judgment of about $40 million that
became a junior lien on the property.

BTB's foreclosure was challenged in federal district court in
Texas, resulting in a judgment that the foreclosure amounted to a
fraudulent transfer. The district court directed that title to the
plant be retransferred to Trigeant and BTB's mortgage reinstated.

BTB and PDVSA appealed to the U.S. Court of Appeals in New
Orleans. Boca Raton, Florida-based Trigeant didn't file a brief.
When Trigeant filed for bankruptcy protection, automatically
halting the appeal, all briefs had been filed in the appeals
court.

Corpus Christi-based BTB described in a filing with the appeals
court how the district court concluded that Trigeant had "actual
intent to hinder, delay or defraud" creditors by allowing BTB's
foreclosure. The district court also ruled that the foreclosure
"was a preference to an insider and therefore constructively
fraudulent," according to a BTB appellate brief.

BTB asked the bankruptcy judge to let the appeal go ahead. The
outcome of the appeal will decide whether Trigeant is the owner of
the property. Even if Trigeant owns the refinery, it will be
encumbered with secured debt owed to BTB and PDVSA, according to
BTB.

Trigeant so far has filed few papers in bankruptcy court aside
from the printed-form petition and a list of creditors. The
petition shows assets worth less than $50 million and debt
exceeding $50 million.

The case is In re Trigeant Ltd., 13-bk-38580, U.S. Bankruptcy
Court, Southern District of Florida (West Palm Beach).


VELTI INC: Gets Final Approval for Blackstone Affiliate's Loan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Velti Inc., a provider of marketing and advertising
services for mobile devices, got final approval from the court to
borrow about $30 million to finance a bankruptcy begun Nov. 4
that's intended to culminate in a sale to GSO Capital Partners LP,
an affiliate of Blackstone Group LP.

According to the report, GSO is providing the bankruptcy
financing. It acquired a $56.4 million secured credit on Nov. 1
from HSBC Bank NA, the lenders' agent.

Unless outbid, GSO will buy the business in exchange for debt, the
assumption of specified debt and $1.25 million in cash for curing
payment defaults on contracts going along with the sale.

Sale procedures call for the submission of competing bids by Dec.
16, followed by a Dec. 18 auction and a Dec. 20 hearing for sale
approval. The bankruptcy filing was designed so the sale will be
completed by the year's end.

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million in
Chapter 11 documents filed this week.  Its Air2Web Inc. unit,
based in Atlanta, also sought creditor protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. didn't seek protection and business there will
continue as usual.


W.R. GRACE: Dec. 12 Call Set to Review UNIPOL Acquisition
---------------------------------------------------------
W. R. Grace & Co. on Dec. 5 disclosed that the company will host a
conference call and webcast on Thursday, December 12, 2013 at
11:00 a.m. ET to review the company's recent UNIPOL acquisition
and review the status of its timeline for Chapter 11 emergence.
Grace confirms that none of the four parties with asbestos-related
appeals to Grace's plan of reorganization filed further appeals
with the U.S. Supreme Court before the applicable deadline.  One
appeal, relating to the appropriate amount of interest payable on
Grace's prepetition bank debt, remains pending before the Third
Circuit Court of Appeals.  Grace does not expect to emerge from
Chapter 11 until the Third Circuit has ruled on this appeal.  The
company also will discuss its fourth quarter 2013 adoption of
mark-to-market pension accounting.

Access to the live webcast and the accompanying slides will be
available through the Investor Relations section of the company's
web site, http://investor.grace.com

Those without access to the Internet can participate by dialing
+1 800-299-9630 (U.S.) or +1 617-786-2904 (International).  The
participant passcode is 61464921.  Investors are advised to dial
into the call at least 10 minutes early in order to register. An
audio replay will be available at 12:00 p.m. ET on December 12.
The replay will be accessible by dialing +1 888.286.8010 (U.S.) or
+1 617-801-6888 (International) and entering the participant
passcode 44387848.  The replay will be available for one week.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WALTER INVESTMENT: S&P Rates $500MM Sr. Unsecured Notes 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
rating on Walter Investment Management Corp.'s new term loan and
its 'B' rating on the company's $500 million senior unsecured
notes due in 2021.  At the same time, S&P affirmed its 'B+' issuer
credit rating on Walter.  The outlook remains stable.

The rating action follows Walter's announcement that it will issue
a new $1.5 billion term loan and $500 million of senior unsecured
debt.  The company will use the net proceeds to retire
$1.7 billion of its existing term loan and $300 million for
recently announced mortgage servicing rights (MSR) portfolio and
flow-agreements purchases, as well as for general corporate
purposes.

"On balance, we view the $300 million of incremental debt
negatively since it will increase the company's leverage," said
Standard & Poor's credit analyst Stephen Lynch.  "On the other
hand, the company's balance sheet will be less encumbered
following the close of these transactions.  In our opinion, this
improves Walter's financial flexibility since we believe it could
probably borrow some amount against these unencumbered assets in
the future.  In addition, Walter will use a portion of the debt
proceeds to fund purchases of MSR portfolios, which should be
accretive to leverage once boarded."

The stable outlook reflects S&P's expectations that Walter will
continue to grow, but at a slower pace relative to the past two
years.  The stable outlook also reflects S&P's expectation that
earnings will improve with recent portfolio purchases and flow
arrangements and that leverage will steadily decline to 2x-3x debt
to adjusted EBITDA within the next year.

S&P could lower the rating if operational risks or a mispriced
acquisition of servicing rights results in several quarters of
losses or additional material misstatements.  S&P could also lower
the rating if debt to adjusted EBITDA rises to more than 4.0x for
multiple quarters without a credible plan to reduce it.

An upgrade is unlikely until the servicing industry stabilizes and
S&P can assess Walter's strategic position and earnings in a more
normal residential loan market.  S&P could, nevertheless, raise
the rating if debt to adjusted EBITDA falls to less than 2.0x.
S&P could also upgrade Walter if the company is able to
organically create mortgage assets to match portfolio run-off in a
profitable manner.


WATERSIDE CAPITAL: Won't Contest SBA Receivership
-------------------------------------------------
Waterside Capital Corporation, a small business investment
company, is a party, 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 Sept. 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.

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

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.


WAVE SYSTEMS: Inks Factoring Agreement with CapFlow Funding
-----------------------------------------------------------
Wave Systems Corp. entered into a Factoring and Security Agreement
with CapFlow Funding Group Managers LLC.  The Agreement is a
credit facility for the purpose of factoring the Company's
accounts receivables.  The cost of this funding is a discount of
1.50 percent of the gross amount of each receivable factored for
the first 30 days, and an additional 0.05 percent for each
additional day thereafter until the factored account receivable is
closed.  Under the Agreement, 15 percent of the amount of the
purchased invoices is reserved.  The total available credit line
under the Agreement is $2,000,000.  The Company's obligations to
CapFlow under the Agreement are secured by the factored accounts
and certain related property.  A copy of the Factoring Agreement
is available for free at http://is.gd/c8g2mT

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $12.03 million in total assets, $19.82 million in total
liabilities and a $7.79 million total stockholders' deficit.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WEN-KEV MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor entities filing separate Chapter 11 cases:

   Debtor                                 Case No.
   ------                                 --------
   Wen-Kev Management, Inc.               13-36463
   2-30 Garfield Avenue
   Jersey City, NJ 07305

   Rasquinha and Associates, LLC          13-_____

   Wen-Kev Bayonne, Inc.                  13-36473
   c/o Wen-Kev Management, Inc.
   2-30 Garfield Avenue
   Jersey City, NJ 07305

   Wen-Kev East 125, LLC                  13-36474
   c/o Wen-Kev Management, Inc.
   2-30 Garfield Avenue
   Jersey City, NJ 07305

   Wen-Kev Eatontown, Inc.                13-_____

   Wen-Kev Fulton, Inc.                   13-_____

   Wen-Kev Jersey City One, Inc.          13-36465
   c/o Wen-Kev Management, Inc.
   2-30 Garfield Avenue
   Jersey City, NJ 07305

   Wen-Kev Jersey City Two, Inc.          13-36466
      fdba Wen-wall Jersey City II Inc.
   c/o Wen-Kev Management, Inc.
   2-30 Garfield Avenue
   Jersey City, NJ 07305

   Wen-Kev Livingston, LLC                13-_____

   Wen-Kev Matawan, Inc.                  13-_____

   Wen-Kev Third Avenue LLC               13-_____

   Wen-Kev Tinton Falls, Inc.             13-_____

   Wen-Kev, Inc.                          13-_____

   Wenkev 25 Route 35 LLC                 13-_____

   Wenkev Jersey City One, LLC            13-_____

   Wenkev Jersey City Two, LLC            13-_____

   Wenkev Keyport LLC                     13-_____

   Wenkev Lefante Way LLC                 13-_____

   Wenkev Tinton Falls, LLC               13-_____

Chapter 11 Petition Date: December 4, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Rosemary Gambardella

Debtors' Counsel: Michael S. Kopelman, Esq.
                  KOPELMAN & KOPELMAN LLP
                  55 Main Street
                  Hackensack, NJ 07601
                  Tel: (201) 489-5500
                  Email: kopelaw@yahoo.com

  Debtor                        Total Assets      Total Debts
  ------                        ------------      ------------
  Wen-Kev Management               $262,715         $3,282,897
  Wen-Kev Jersey City One, Inc.          $0           $397,284
  Wen-Kev Bayonne, Inc.                  $0           $399,910
  Wen-Kev Jersey City Two, Inc.          $0           $281,132
  Wen-kev East 125                       $0         $1,469,591

The petitions were signed by Keith Rasquinha, administrator for
Wen-Kev Management, Inc.

A list of the Wen-Kev Management's nine largest unsecured
creditors is available for free at:

         http://bankrupt.com/misc/njb13-36463.pdf

A list of Wen-Kev Jersey City One's 20 largest unsecured creditors
is available for free at:

         http://bankrupt.com/misc/njb13-36465.pdf

A list of Wen-Kev Jersey City Two, Inc.'s 20 largest unsecured
creditors is available for free at:

         http://bankrupt.com/misc/njb13-36466.pdf

A list of Wen-Kev Bayonne's 20 largest unsecured creditors is
available for free at:

         http://bankrupt.com/misc/njb13-36473.pdf

A list of Wen-Kev East 125's 20 largest unsecured creditors is
available for free at:

         http://bankrupt.com/misc/njb13-36474.pdf


WHEATLAND MARKETPLACE: Case Summary & 15 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Wheatland Marketplace, LLC
        2316 Fawn Lake Circle
        Naperville, IL 60564

Case No.: 13-46492

Chapter 11 Petition Date: December 3, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Pamela S. Hollis

Debtor's Counsel: Thomas W Toolis, Esq.
                  JAHNKE, SULLIVAN & TOOLIS, LLC
                  10075 West Lincoln Highway
                  Frankfort, IL 60423
                  Tel: 708-349-9333
                  Fax: 708-349-8333
                  Email: twt@jtlawllc.com

Total Assets: $10.99 million

Total Debts: $7.05 million

The petition was signed by Paul J. Lehman, manager.

List of Debtor's 15 Largest Unsecured Creditors:

   Entity                   Nature of Claim       Claim Amount
   ------                   ---------------       ------------
Arthur Jakl Architect       Professional Services     $1,700

Balanced Environments, Inc. Landscape Maintenance     $1,785

Builders Maintenance        Maintenance               $4,924
Company, Inc.

City of Naperville          Utilities                 $5,537

Correct Electric            Fire Alarm Service        $1,074

Diversified Waste           Waste Removal               $593
Solutions, LLC

Dommermuth Cobine           Legal Fees                $6,582

Heritage Electrical         Electrical Repair           $674
Construction

Nicor                       Utilities                   $281

Professional Cleaning       Cleaning                    $710
Company

Sarnoff & Baccash, Ltd.     Legal Fees                $1,764

Schain, Burney,Banks &      Legal Fees                $5,514
Kenny, Ltd.

Tucker Development          Repairs and              $10,823
                            Maintenance

Valley Enterprises, Inc.    Snow Removal              $6,859

Weber & Associates, CPA's   Accounting Services       $3,953


ZEEK REWARDS: Receivership Team Fees and Expenses Okayed
--------------------------------------------------------
The Dispatch in Lexington, California, reports that a federal
judge approved nearly $1.6 million in fees and expenses this week
for the team recovering money connected to alleged Ponzi scheme
Zeek Rewards.

The money to be paid to the team of attorneys and data consultants
stems from the total being collected for "net losers" of the
alleged scheme.

U.S. District Judge Graham Mullen approved about $1 million for
attorneys and staff from the Charlotte law firm McGuireWoods,
including receiver Ken Bell.  Judge Mullen also approved about
$622,000 for staff at FTI Consulting, which the receiver hired to
sort through the company's dense and complex records.

The total granted to the receivership team is less than .51
percent of the nearly $330 million collected for "net losers" to
date, according to court documents filed in U.S. District Court in
Charlotte.  The money was requested for work completed during the
third quarter, from July 1 to Sept. 30.

Including the latest quarter, Mr. Mullen has authorized about $5.2
million for fees and expenses for the receivership team.  Bell
said that amounts to less than 1.7 percent of the total recovery.


YRC WORLDWIDE: Plans to Sell 3 Million Common Shares
----------------------------------------------------
YRC Worldwide Inc., on Dec. 3, 2013, entered into an At Market
Issuance Sales Agreement with MLV & Co. LLC (the "Sales Agent"),
under which the Company may sell up to the amount available for
offer and sale under the currently effective Registration
Statement on Form S-3 of the Company's common stock.  The Sales
Agent may sell the common stock by any method permitted by law
deemed to be an "at the market offering" as defined in Rule 415 of
the Securities Act of 1933, as amended, including without
limitation sales made directly on the NASDAQ Global Select Market,
on any other existing trading market for the common stock or to or
through a market maker.  The Sales Agents may also sell the common
stock in negotiated transactions, subject to the Company's prior
approval.  The compensation to the Sales Agent for sales of common
stock sold pursuant to the Sales Agreement will be an amount equal
to 3.0 percent of the gross proceeds of shares of common stock
sold, if any.

The Sales Agreement will terminate on the earliest of (1) the sale
of all of the common stock subject to the Sales Agreement, or (2)
termination of the Sales Agreement in accordance with its terms.
The Sales Agreement contains customary representations, warranties
and covenants.  The Company has also agreed to provide the Sales
Agent with customary indemnification rights.

On Aug. 29, 2013, the U.S. Securities and Exchange Commission
declared effective the Company's Registration Statement.  That
Registration Statement permits the issuance, from time to time, by
the Company of certain of its securities, including shares of the
Company's common stock, up to an aggregate initial offering price
not to exceed $350,000,000.  A prospectus supplement dated Dec. 3,
2013, to be filed with the Commission contemplates the sale of up
to 3,000,000 shares of the Company's common stock from time to
time in at-the-market offerings pursuant to the Sales Agreement.

Sales pursuant to the Sales Agreement will be made only upon
instructions by the Company to the Sales Agents, and the Company
cannot provide any assurances that it will issue any shares
pursuant to the Sales Agreement.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


ZOGENIX INC: Inks Co-Marketing Agreement with Battelle
------------------------------------------------------
Zogenix, Inc., entered into a Co-Marketing and Development
Services Agreement with Battelle Memorial Institute.  The Co-
Marketing Agreement supersedes the Co-Marketing and Option
Agreement between the Company and Battelle dated March 22, 2012,
as amended on March 21, 2013.

Under the Co-Marketing Agreement, Battelle will have the exclusive
right to co-market the Company's DosePro(R) drug delivery
technology and Battelle's DosePro development services, to a
specified list of Battelle's pharmaceutical clients in a specified
field of use.  Zogenix will have the exclusive right to market
DosePro and Battelle DosePro development services to a limited
list of pharmaceutical clients.

Further, during the term of the Co-Marketing Agreement, and in the
event Zogenix enters into an agreement with a Battelle Client to
further develop DosePro, Battelle will be the preferred supplier
of DosePro development services to the Battelle Client.

If Battelle provides Dose Pro development services to a Battelle
Client in connection with a Transaction, Battelle will be
compensated for the development services performed.  In addition,
Battelle will receive a percentage of cash payments actually
received by Zogenix under a Transaction, subject to certain
specified caps, whether or not Battelle provides development
services.

The Co-Marketing Agreement will remain in effect through Nov. 26,
2018, unless otherwise terminated by the parties.  Either party
may terminate upon the occurrence of specified insolvency or
bankruptcy events with respect to the other party, upon written
notice of a material uncured breach by the other party, at any
time after May 26, 2015, if no Transaction has been executed by
Zogenix and a Battelle Client or if the parties mutually agree to
terminate the Co-Marketing Agreement in writing.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $54.63 million in total assets,
$68.52 million in total liabilities and a $13.88 million total
stockholders' deficit.


* Notice to Lawyer Imputed to Client in Another Matter
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that notice of bankruptcy to an attorney who represents a
creditor in other matters is sufficient notice to the creditor,
the U.S. Court of Appeals in Chicago said.

According to the report, a homeowner had unsuccessfully sued a
contractor in federal court. After the contractor filed for
bankruptcy, notice was sent to the lawyer who had represented the
homeowner in the failed suit. The lawyer didn't notify the
homeowner about the bankruptcy until a month before the discharge
was granted.

A year later, the homeowner attempted unsuccessfully to reopen the
bankruptcy and revoke discharge.

U.S. Circuit Judge William J. Bauer ruled Nov. 26 that the
bankruptcy judge was correct in refusing to reopen the case. His
opinion focused on whether notice to the attorney "would be
imputed" to the client.

The record showed that the lawyer hadn't terminated his
representation of the client when the notice arrived. Although the
lawyer wasn't "specifically representing" the homeowner in the
bankruptcy, he was representing the creditor "in the ongoing
claim" against the contractor related to the bankruptcy.

That was sufficient, according to Judge Bauer, for imputing
notice.

The case is In re Herman, 13-bk-1186, U.S. Court of Appeals for
the Seventh Circuit (Chicago).


* Northstar Leading Bidder for Surgery Centers
----------------------------------------------
Northstar Healthcare Inc. on Dec. 4 disclosed that it has made a
bid on two ambulatory surgery centers ("ASCs") in a portfolio of
ASCs that is currently in bankruptcy proceedings.  Northstar's
initial bid for the ASCs was the highest and therefore the
bankruptcy trustee has made Northstar the "stalking horse" bidder
in the process.  The two ASCs are located in Phoenix, Arizona and
Dallas, Texas.

Northstar partners with physicians in the ownership and management
of ambulatory facilities and healthcare services.  Northstar owns
and manages interests in three ambulatory surgery centers, two in
Houston and the third in Dallas.


* Business Bankruptcy Filings Down 16% in Third Quarter
-------------------------------------------------------
The Deal, TheStreet's institutional business, on Dec. 4 announced
the results of their quarterly rankings of the top firms and
professionals involved in active bankruptcy cases for the third
quarter of 2013.  Business bankruptcy filings declined 16%
year-over-year through the third quarter, with a total of 30,022
filings in 2012 dropping to 25,327 this year, but the number of
private equity-backed bankruptcy filings is on the rise,
especially in the middle market.

"When you look at the most recent data from our bankruptcy league
tables, the trend really emerges with sixty-six PE portfolio
companies filing for bankruptcy protection in the year to date as
of November 12, a 38% increase from last year," said Jamie Mason,
Senior Editor for The Deal.  "Restructuring professionals believe
that there are a number of reasons behind the uptick in PE
filings, including the companies' typical greater leverage, a lack
of interest in their debt from hedge funds, more PE-owned
companies and tired sponsors."

League Table highlights:

   -- Blackstone has taken the lead this quarter for investment
banks in volume and number, pushing out Houlihan Lokey Inc. and
Navigant Capital Advisors LLC, respectively, with $721.1 billion
in volume and 29 cases versus $83.7 billion in volume and 20
cases.  An assignment as financial adviser to unsecured creditors
on the Lehman Brothers Holdings Inc. case pushed it over the top
for the third quarter.  The top five investment banks by volume
were rounded out by Jefferies LLC with $45.8 billion in assets,
Lazard with $36.9 billion in assets, and Moelis & Co. LLC with
$36.6 billion in assets.

   -- Top investment bankers by volume were Timothy Coleman
(Blackstone Group LP), Eric Siegert (Houlihan Lokey Inc.), Leon
Szlezinger (Jefferies LLC), Mick Solimene (Macquarie Capital (USA)
Inc.), and Edward Casas (Navigant Capital Advisors LLC).

   -- The top two law firms by volume remained the same as Q1 and
Q2    with Skadden, Arps, Slate, Meagher & Flom LLP with cases
totaling $1,074.1 billion in assets and White & Case LLP with
$1,055.8 billion in assets.  Rounding out the top five were Duane
Morris LLP with $1043.5 billion in assets, Weil, Gotshal & Manges
LLP with $1031.7 billion in assets, and Saul Ewing LLP with
$1,017.9 billion in assets.

   -- Amongst lawyers, Michael Schein (Vedder Price PC), Thomas
Lauria (White & Case LLP), Douglas Rosner (Goulston & Storrs PC),
Richard Hahn (Debevoise & Plimpton LLP), and Douglas Lipke (Vedder
Price PC) all maintained their top 5 rankings from Q2.

   -- Heading the list of newcomers to The Deal Pipeline's
bankruptcy league tables for the third quarter is Emerald Capital
Advisors.  The New York crisis management firm got on two deals --
as the trustee and financial adviser to the Energy Conversion
Devices Inc. liquidation trust and as the chief restructuring
officer to Coda Holdings Inc. (now Adoc Holdings Inc.) -- right
after it began operations earlier this year, according to founder
and senior managing director John P. Madden.  The cases and two
others of more than $10 million in assets shot Emerald to the
No. 16 spot by volume ($1.7 billion).

The full suite of rankings is available now on The Deal Pipeline,
the transaction information service powered by The Deal's newsroom
and the full report is also available online.

           About The Deal's Bankruptcy League Tables

The Deal's Bankruptcy League Tables are the industry's only league
tables focused solely on active bankruptcy cases.  The Bankruptcy
League Tables by volume involve only active U.S. bankruptcy cases
of debtors with assets of $10 million or more.  The rankings are
based on the aggregation of those asset values.  The table
reflects the number of active cases fitting that criteria and may
not characterize the total number of active cases.  Firms and
professionals only get one credit for each active case, not each
active assignment.  The Bankruptcy League Tables by number involve
global bankruptcy cases irrespective of debtor asset size.
Professionals receive credit for multiple assignments on one case.

                          About The Deal

The Deal, a business unit of TheStreet, has been serving corporate
dealmakers, advisers and institutional investors the most
sophisticated analysis of the deal economy since 1999.  The
company's transaction information service, The Deal Pipeline, is
powered by a newsroom of senior journalists who offer proprietary
research and reporting across M&A, bankruptcies, auctions and
financings.  It includes a breaking news service, First Take;
daily and weekly sector newsletters; The Daily Deal, a 2x daily
report of the day's top stories; a research center with over a
decade's worth of intelligence and a database of over 100,000
deals; and an iPad app.  Its marketing & media services group
produces the industry's leading forecasting event, The Deal
Economy, held annually at the NYSE in addition to industry
webcasts and integrated marketing programs.


* Moody's Sees No 'Broader Weakening' as Liquidity Stress Rises
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although liquidity-stress ratings are the highest in
two years, there is no "broader weakening of corporate liquidity,"
Moody's Investors Service said in a report on Dec. 3.

According to the report, because the liquidity of four companies
was downgraded, Moody's liquidity-stress rating ended November at
4.3 percent, compared with 3.8 percent the month before. The index
measures the percentage of junk-rated companies with the weakest
liquidity.

The liquidity index remains well below the 7.1 percent average,
and only a fraction of the 20.9 percent record high in 2009.

Moody's predicted that the default rate on junk debt will be 2.8
percent a year from now, compared with 2.5 percent in October.

Junk-rated companies are able to extend maturities and refinance
in view of what Moody's called "strong market conditions." Even
though new bond issuances tapered off recently, they are 12
percent more than this time last year, Moody's said.


* November Bankruptcy Filings Are Fewest Since 2007
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankruptcy filings of all types in November,
including corporate reorganizations in Chapter 11, were the fewest
for any month since 2007.

According to the report, the 74,000 bankruptcies last month came
in 18 percent below October's and 15 percent less than in November
2012, according to data compiled from court records by Epiq
Systems Inc.

Through November, this year's 955,600 total bankruptcies mark a 13
percent drop from the same period in 2012. This year is on pace
"for the lowest total new bankruptcies since 2007," according to
Sam Gerdano, the executive director of the American Bankruptcy
Institute.

The 3,055 commercial bankruptcies of all types in November came in
28 percent below the year before, Epiq reported. They were the
fewest of any month since 2007.

Likewise, the 618 Chapter 11 filings in November were the fewest
of that type since 2007. Chapter 11 is used by larger companies to
reorganize or sell assets. People with large debts are also
sometimes compelled to use Chapter 11.

The states with the most bankruptcies per capita in October were
Tennessee, Georgia and Alabama, the same order since earlier this
year when Georgia replaced Alabama in second place.

Bankruptcies in 2011 dropped 12 percent from the 1.56 million in
2010, the most since the record 2.1 million in 2005, when the
Bankruptcy Code was amended to make it harder to discharge debts.
In the last two weeks before the changes took effect, 630,000
people in the U.S. sought bankruptcy protection.


* Florida Lawyer Accused of Embezzling Client Funds, Suspended
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bart A. Houston, a Florida lawyer, was caught
embezzling from his firm's trust account, according to an opinion
this week by U.S. Bankruptcy Judge John K. Olson in Fort
Lauderdale.

The report related that Judge Olson said Houston "stole" about
$17,000 from the account, "lied about it to this court" and
orchestrated false testimony from his client to cover up the
misdeeds.

At the time, Judge Olson said, Houston was involved in a messy
divorce. The judge congratulated Houston's former firm for
bringing the misconduct to light.

Houston's actions violated several rules governing lawyers'
conduct, including mishandling trust funds and making false
statements to the court, Judge Olson said.

He "may have violated several provisions" of federal criminal law
by making false oaths and embezzling property for his own use, the
judge said.

Houston didn't return a call seeking comment on the judge's
allegations.

Judge Olson imposed a litany of sanctions on Houston, immediately
suspending him from practice in bankruptcy court. Houston was
directed to reimburse the bankruptcy trustee for $62,800 in fees
spent on the investigation.

In addition, Judge Olson referred the matter to the grievance
committee of the federal court and to the Florida Bar Association.

Judge Olson also directed the U.S. Trustee to perform an
investigation to decide whether the issue should be referred to
the U.S. Attorney's Office for a grand jury investigation.

Judge Olson absolved Houston's client of misconduct.

The case is In re Herman, 12-bk-13989, U.S. Bankruptcy Court,
Southern District Florida (Fort Lauderdale).


* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers
---------------------------------------------------------
Author:      Rand Araskog
Publisher:   Beard Books
Soft cover:  236 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
http://is.gd/zrjGXr

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of
businesses: insurance, hotels, and industrial, automotive, and
forest products.  ITT owned Sheraton Hotels, Caesars Gaming, one
half of Madison Square Garden and its cable network, and the New
York Knickerbockers basketball and the New York Rangers hockey
teams.  The corporation had rebounded from its troubles of the
previous two decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Geneen, successor to ITT's
founder and champion of "growth as business strategy," ITT's
sales had grown from $930 million in 1961 to $8 billion in 1970
and $22 billion in 1979.  It had made more than 250 acquisitions
and had 2,000 working units.  (It once acquired some 20
companies in one month).

ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiment against conglomerates had become endemic; the
merger became its target and was eventually abandoned.  Next
came a variety of allegations, some true, some false, all well
publicized: funding of Salvador Allende's opponents in Chile's
1970 presidential elections; influence peddling in the Nixon
White House; underwriting the 1972 Republican National
Convention.  ITT's poor handling of several antitrust cases was
also making headlines.

Then came recession in 1973.  ITT's stock plummeted from 60 in
early 1973 to 12 in late 1974.  Geneen found himself under fire
and, in Araskog's words, the "succession wars" among top ITT
officers began.  Geneen was forced out in 1977, and Araskog,
head of ITT's Aerospace, Electronics, Components, and Energy
Group, with more than $1 billion in sales, won the CEO prize a
year later.

Araskog inherited a debt-ridden corporation.  He instituted a
plan of coherent divesting and reorganization of the company
into more manageable segments, but was cut short by one of the
first hostile bids by outside financial interests of the 1980s,
by businessmen Jay Pritzker and Philip Anschutz.  This book is
the insider's story of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in
the 1970s and 1980s. Araskog knew everyone.  His writing
reflects his direct, passionate, and focused management style.
He speaks of wars, attacks, enemies within, personal loyalty,
betrayal, and love for his company and colleagues.  In the
book's closing sentences, Araskog says, "We fought when the odds
were against us.  We won, and ITT remains one of the most
exciting companies of the twentieth century.  We hope to keep
the wagon train moving into the twenty-first century and not
have to think about making a circle again.  Once is enough."
Araskog wrote a preface and postlogue for the Beard Books
edition, and provides us with ten years of perspective as well
as insights into what came next.  In 1994, he orchestrated the
breakup of ITT into five publicly traded companies.  Wagon
circling began again in early 1997 when Hilton Hotels made a
hostile takeover offer for ITT Corporation. Araskog eventually
settled for a second-best victory, negotiating a friendly merger
with The Starwood Corporation, in which ITT shareholders became
majority owners of Starwood and Westin Hotels, with the
management of Starwood assuming management of the merged entity.

Today Mr. Araskog continues to serve on the boards of the four
corporations created from ITT, as well as on the boards of Shell
Oil Company and Dow Jones, Inc.  He heads up his own investment
company with headquarters on Worth Avenue, in Palm Beach,
Florida.


                            *********

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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