TCR_Public/131211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 11, 2013, Vol. 17, No. 343

                            Headlines

1617 WEST: Bankruptcy Court Rejects Disclosure Statement
ADEPT TECHNOLOGIES: Can Use Cash Collateral Thru Jan. 24
ALPHA NATURAL: Coal Producer Downgraded on Weak Demand
AMEREN ENERGY: Moody's Affirms B3 CFR & Unsecured Notes Rating
AMERICAN AIRLINES: Exits Chapter 11, Merges with US Airways

AMERICAN AIRLINES: Faces Long Task of Integration With US Airways
AMERICAN AIRLINES: Judge Won't Suspend Ruling on DoJ Deal
AMERICAN AIRLINES: Launches Exit Loan Repricing Effort
ARC REALTY: Dec. 17 Hearing on Case Dismissal & Stay Relief Bid
ATLS ACQUISITION: Has Until Dec. 18 to Assume or Reject Lease

ATWOOD OCEANICS: Moody's Alters Outlook to Positive, Keeps Ba2 CFR
BAY AREA FINANCIAL: Files Bare-Bones Chapter 11 Petition
BAY AREA FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
BENTLEY PREMIER: Can Use Cash Collateral Thru Dec. 31
BENTLEY PREMIER: Golgart Wants New Cash Collateral Order Examined

BERNARD L. MADOFF: Wind-Down Tab Tops $820 Million
BERNARD L. MADOFF: Trustee Wins One, Loses Two With Rakoff
BEULAH ROAD: Equity Holder Fails to Unwind Zokaites Settlement
BLACKCAT TRADING: Voluntary Chapter 11 Case Summary
BLITZ USA: Want Personal Injury Trust's Claim Estimated at $1

BODYPLEX DAWSONVILLE: Case Summary & 2 Unsecured Creditors
BRENNAN'S INC: Judge Orders Liquidation of Firm
BROWN'S CHICKEN: Judge Sides With Popgrip in Ownership Dispute
BUFFALO PARK: Creditors Balk at Confirmation of Amended Plan
C&K MARKET: U.S. Trustee Appoints 3-Member Creditors Panel

C&K MARKET: Hires Watkinson Laird as Real Estate & Labor Counsel
CASPIAN ENERGY: Enters Into Extension Agreement on Debenture
CEDAR RIVER DEV'T: Foreclosure Auction Set for Jan. 9
CHARMING CHARLIE: Moody's Assigns B2 CFR & Rates $150MM Loan B2
CHURCHILL DOWNS: Moody's Assigns Ba3 CFR & Rates $250MM Notes B1

CLEARWIRE COMMUNICATIONS: Fitch Rates Exchangeable Notes 'BB+'
COACTIVE HOLDINGS: Moody's Hikes 1st Lien Notes rating to 'B2'
CONNECTICUT DEALER STATIONS: Voluntary Chapter 11 Case Summary
DEATH ROW: Trustee Aims to Start Paying Creditors
DETROIT, MI: Ruling on Appeal Scheduled for Dec. 16

DREIER LLP: Chapter 11 Trustee Hires Dickstein Shapiro as Counsel
EAGLE BULK: Shipping Companies Enlist Restructuring Advisers
EDGEN GROUP: Moody's Hikes CFR to Ba3 & Sec. Notes Rating to B1
ELCOM HOTEL: Miami Condo's $13MM Bankruptcy Sale Wins Judge's Nod
ENTERGY CORP: State Rejects Part of Plan to Shed Transmission Biz

EXCEL MARITIME: Exclusive Periods Extension Approved
EXPERIENT CORPORATION: Voluntary Chapter 11 Case Summary
EXTREME REACH: Moody's Assigns B2 Corp. Family Rating
FIBERTOWER NETWORK: To Present Plan for Confirmation Jan. 15
GILEAD SCIENCES: Moody's Revises Ratings Outlook to Positive

GULFSTREAM INT'L: Execs to Pay Trustee $1.9M to Settle Lawsuits
HARDWICK CLOTHES: PBGC Denies It Caused Bankruptcy
INDIANAPOLIS POWER: Demoted to Highest Junk
ISOLA USA: Moody's Rates $250MM Senior Secured Term Loan 'B2'
JEFFERSON COUNTY, AL: Calif. Atty. Claims Credit for Plan Success

KIDSPEACE CORP: Opposes U.S. Trustee's Motion to Dismiss Cases
KRAFFT-MURPHY: Del. Court Exposes Insurers to More Asbestos Claims
LEHMAN BROTHERS: Barclays Wins Sanctions vs. FirstBank PR
LEHMAN BROTHERS: Sues Wellmonth to Recover $12.8-Mil. Payment
LEHMAN BROTHERS: Court OKs Deal for Citi to Pursue Actions

LEHMAN BROTHERS: LBI Deal With Executive Fliteways Wins Approval
LIGHTSQUARED INC: Falcone, Harbinger Urge Judge to Allow Dish Suit
LIGHTSQUARED INC: Proposes to Use Cash Collateral Until Feb. 28
LIQUIDATION WORLD: Ceases Operations, Closes Doors
LOFINO PROPERTIES: Bid to Use Glicny Cash Collateral Denied

LOFINO PROPERTIES: Pickrel Firm's Shaneyfelt Tapped as Counsel
LONE PINE: Seeks Nod to Enter $40-Mil. Hedge Agreements
LONGVIEW POWER: Shows the Numbers That Back Restructuring Plan
MEMORIAL RESOURCE: Moody's Rates $350MM Sr. Unsecured Notes 'B3'
METRO AFFILIATES: Taps Tiger Valuation as Appraisers

METRO AFFILIATES: Can Employs Akin Gump as Bankruptcy Counsel
METRO AFFILIATES: Kurtzman Carson Approved as Admin. Agent
METRO AFFILIATES: Can Employ Silverman Shin as Special Counsel
MF GLOBAL: 2nd Circuit Tosses Sapere Appeal
MIDDLE BAY GOLFERS: Buyer Evicted; Ch.7 Trustee to Operate Club

MT. LAUREL INVESTMENTS: Claims Bar Date Set for Feb. 28
NEW CENTURY TRS: Court Denies Whites' Bid to Revive Suit
NORTEL NETWORKS: Assets to Be Allocated by Courts
OMNITRACS INC: Moody's Affirms B2 CFR & Alters Outlook to Negative
PETROFLOW ENERGY: To Buyer Former Business Partner for $230MM

PHYSIOTHERAPHY HOLDING: Paying Trade Suppliers in Full
PRM FAMILY: Lender Opposes Extension of Plan Solicitation Deadline
PRM FAMILY: To File Liquidation Plan to Embody $53.6MM Asset Sale
PRM FAMILY: Can Access Agent's Cash Collateral Until Jan. 5
PRM FAMILY: Wants to Borrow $1 Million in Add'l Funds From CNG

PROTECTION ONE: Moody's Rates New $100MM Secured Loan Add-on 'B1'
PWK TIMBERLAND: Files Plan; Disclosures Hearing Set for Jan. 9
REAL VEBA: Florida Judge Sends 6 Cases to E.D. Pa. Bankr. Court
REEVES DEVELOPMENT: IberiaBank Says Plan Outdated, Wants Ch. 7
RENTECH NITROGEN: East Dubuque Fire No Impact on Moody's Ratings

REVSTONE INDUSTRIES: Blames Acrimony on Creditors Committee
RIH ACQUISITIONS: Bonuses to Executives Opposed by U.S. Trustee
ROSEVILLE SENIOR: Files Schedules of Assets and Liabilities
ROSEVILLE SENIOR: J. Rodrigues Appointed Patient Care Ombudsman
ROSEVILLE SENIOR: Has Final Okay to Use Cash Collateral

SAVIENT PHARMACEUTICALS: Has Agreement on Use of Cash Collateral
SCRF GROUP: Case Summary & 3 Largest Unsecured Creditors
SCRUB ISLAND: FirstBank Loses Attempt at Dismissing Chapter 11
SENSATA TECHNOLOGIES: Moody's Hikes CFR to Ba2 & Sr. Notes to Ba3
SIMPLY WHEELZ: Hertz, Advantage Rent a Car Reach Settlement

SIMPLY WHEELZ: Sec. 341 Creditors' Meeting Set for Dec. 23
SIMPLY WHEELZ: Can Employ Capstone Advisory as Financial Advisor
SPORTSMAN CHALET: Begins Liquidation Sale
SPRINT CORP: Moody's Rates Proposed Sr. Unsecured Notes 'B1'
STANS ENERGY: OSC Grants Management Cease Trade Order

SURGICAL CARE: Moody's Cuts Sr. Secured Notes Rating to 'B2'
THE GUNSHED: Higgenbotham to Hold Auction for Assets
TRIGEANT LTD: Ch. 11 Shines Light on Billionaire's Family Dispute
TRIPLE POINT: Moody's Lowers CFR & 2nd Lien Debt Ratings to Caa1
UNIVERSAL HEALTH CARE: Trustee Taps Cherry Bekaert as Auditor

US FOODS: Moody's Reviews 'B3' Corp. Family Rating for Upgrade
VPR OPERATING: Committee Withdraws Proposed Conversion Order
WESTERN FUNDING: Amendment to Cash Collateral Stipulation Okayed
WESTERN FUNDING: Court Denies Bid to Dismiss Chapter 11 Case
WESTERN FUNDING: Sale Hearing Scheduled for Dec. 20

WESTERN FUNDING: Panel Taps Amherst Consulting as Banker
WESTLAKE CENTER: Voluntary Chapter 11 Case Summary
WILLMOTT FORESTS: Liquidators of Landlords Can Disclaim Leases
WOODEN RULER: Auction of Assets Set for Jan. 9
YESHIVA CHOFETZ: T.D. Bank Wins Case Dismissal

* Unconfirmed Arbitration Has No Preclusive Effect

* ABI Commission to Propose Bankruptcy Reform in 2014
* Volcker Rule Ushers in Era of Increased U.S. Oversight of Trades

* PACER Celebrates 25th Anniversary

* Marysheva-Martinez Joins FTI's Finance/Restructuring Segment
* Vedder Price Snags Seyfarth Bankruptcy Pro


                            *********


1617 WEST: Bankruptcy Court Rejects Disclosure Statement
--------------------------------------------------------
The Bankruptcy Court denied approval of the Amended Disclosure
Statement explaining 1617 Westcliff LLC's Modified First Amended
Plan of Reorganization.

As reported in the Troubled Company Reporter on Nov. 29, 2013, the
Debtor said the proposed Disclosure Statement describing its
Modified Plan must be approved and the objection of secured
creditor Wells Fargo Bank, N.A., as trustee for the Registered
Holders of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2004-C3,
must be overruled.

According to the secured creditor, the sole remaining issue in the
Debtor's Chapter 11 case is a dispute over whether Secured
Creditor or the Debtor's insider, Dr. Rettig, is entitled to
approximately $630,000 in undisbursed sales proceeds sitting in
escrow following the Court approved Section 363 sale of the
Debtor's real property back in the beginning of September.
"Whatever the outcome of this dispute, creditors will be paid in
full."

The Debtor, in its response, said it proposed a Chapter 11 Plan
which included a provision that the Debtor would sell the real
property asset of the Estate on or before the Effective Date of
the Plan and use the proceeds of that sale to pay all components
of Wells Fargo Bank, N.A.'s secured claim excepting only default
interest.

"Pursuant to applicable Ninth Circuit law, that would allow Debtor
to "cure" the claim through the Plan and thereby eliminate the
Bank's entitlement to the default interest.  The Debtor
accordingly marketed the property, located a buyer, sought the
Court's approval of the sale, and closed the sale.  The Debtor's
Plan proposed the sale as the primary and preferred means of
effecting the Debtor's reorganization, and the Debtor's subsequent
sale motion referenced the Plan and asserted that the sale was to
effect the terms of the Plan.  Upon closing, the Debtor did indeed
pay to the Bank the undisputed portion of the Bank's claim,
comprising principal balance, prepayment premium, late charges,
note rate interest, costs, and fees, in the total amount of
$7,667,145.09.

Pending Plan confirmation, the Debtor segregated the $532,860.31
of default interest as calculated by the Bank-and, at the Bank's
demand, an additional $100,000 of amounts otherwise payable to
Debtor.

"In other words, Debtor did everything right under the Bankruptcy
Code and applicable case law to effect cure of the Bank's claim
and eliminate the default interest.  Yet, ignoring every relevant
factual circumstance and event in this case, the Bank claims that
the sale was "outside the context of a Chapter 11 Plan" and
complains that Debtor cannot "bootstrap" the sale of the Property
into a Chapter 11 Plan.  To the contrary, the Bank cannot rewrite
everything that has occurred in this case and escape the
consequences of Debtor's hard work and successes in this
bankruptcy merely by pretending that a sale-proposed by a Plan,
properly approved by the Court, and effected in contemplation of
and in the context of the provisions of a previously filed and
pending Plan-is entirely unrelated to the Debtor's Plan of
Reorganization."

                      About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  Sarah C.
Boone, Esq., and D. Edward Hays, Esq., at Marshack Hays LLP, serve
as the Debtor's counsel.

The Debtor filed the plan of liquidation and disclosure statement
on July 1, 2013, seeking to accomplish payment of creditors in
full by reorganizing its personal assets and liabilities through
the sale of its only substantial asset, a commercial real property
commonly known as 1617 Westcliff Drive, in Newport Beach,
California.  The property, according to court documents, is a
mixed use, Class B building mostly occupied by medical office
space.  It comprises 32,000 square feet of rentable space in a
single two-story building situated on approximately 1.56 acres of
land in an up-scale commercial district of Newport Beach.


ADEPT TECHNOLOGIES: Can Use Cash Collateral Thru Jan. 24
--------------------------------------------------------
Judge Jack Caddell entered a seventh interim order authorizing
ADEPT Technologies, LLC's use of cash collateral in the ordinary
course of business through Jan. 24, 2014, or approximately 60 days
from the date the court order was entered.

PNC Bank, National Association, as the Debtor's pre-bankruptcy
lender, has a security interest in the cash collateral.
Accordingly, as adequate protection to PNC for the Cash Collateral
use, PNC is granted a first priority replacement lien nunc pro
tunc as of the Petition Date on and in all assets of the Debtor
that compromise the PNC Collateral, subordinate only to a
Carveout amount.

The Carveout refers to the unpaid fees of the Clerk of the
Bankruptcy Court and the Office of the U.S. Bankruptcy
Administrator, and the aggregate allowed unpaid fees and expenses
payable to bankruptcy professionals retained pursuant to Court
orders up to a maximum amount of $50,000.

The Debtor is directed to deliver to PNC monthly adequate
protection payments for $77,000 starting on Nov. 15, 2013 and
through every 15th of each month until the approved cash
collateral use terminates.  PNC will apply the Adequate Protection
Payments to the $1.2 million line of credit in accordance with the
loan documents evidencing that loan.

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.  Kevin D. Heard, Esq., at Heard Ary, LLC,
represents the Debtor as counsel.  The petition was signed by Brad
Fielder, managing member.

Creditor PNC Bank is represented by Kevin C. Gray, Esq., Matthew
W. Grill, Esq. and Christine K. Borton, Esq. of Maynard, Cooper &
Gale, P.C., in Birmingham, AL 35203-2618.


ALPHA NATURAL: Coal Producer Downgraded on Weak Demand
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alpha Natural Resources Inc., the third-largest U.S.
coal producer, received a downgrade on Dec. 9 from Standard &
Poor's lowering the corporate grade by one step to B.

S&P took the senior unsecured notes down two levels to B-.

The action by S&P matches a downgrade issued in October by Moody's
Investors Service.

On the plus side, S&P said the company has "strong liquidity." S&P
isn't predicting a "material improvement" in coal prices.

Bristol, Virginia-based Alpha is the largest U.S. producer of
metallurgical coal. Consequently, the company's finances could
improve with growth in European economies, S&P said.

The stock closed on Dec. 9 at $7.53, up 15 percent in New York
Stock Exchange trading. The three-year closing high was $67.38 on
Jan 11, 2011. The closing low in the period was $4.92 on Aug. 6.


AMEREN ENERGY: Moody's Affirms B3 CFR & Unsecured Notes Rating
--------------------------------------------------------------
Moody's affirmed Ameren Energy Generating Company's (Genco)
corporate family and senior unsecured ratings of B3 and changed
the company's outlook to stable from negative following Dynegy
Inc.'s (Dynegy, B2 corporate family rating) announcement that it
has closed the acquisition of Ameren Energy Resources and its
subsidiaries, including Genco. Genco's speculative liquidity
rating (SGL) was also raised to SGL-2, from SGL-3.

"Being acquired by Dynegy is a credit positive for Genco which now
has an additional $207 million of cash liquidity pursuant to the
Sales Agreement portion of this purchase transaction. The
stabilization of the outlook reflects Genco"s improved liquidity
and highly hedged position for 2014," said Toby Shea, VP - Senior
Analyst. "Despite the better strategic fit for Genco, the market
fundamentals remain very challenging and Moody's could change the
outlook back to negative at some point in 2015 or 2016 if the
market conditions fail to improve" added Shea.

Summary Rating Rationale:

Genco's B3 senior unsecured rating reflects its weak cash flow
generating prospects and limited financial flexibility in the face
of a continued depressed power price environment. The company's
free cash flow absent tax monetization has been negative (~-$46
million) for the last twelve months ending September 2013 and this
pattern is likely to continue for 2014. Consequently, Moody's
expects Genco's financial flexibility will continue to deteriorate
until the market recovers, which is possible but far from assured.
In the mean time, Genco's liquidity has been materially
supplemented by the $207 million of cash provided at closing of
the acquisition and as a result the speculative grade liquidity
rating was upgraded to SGL-2 to reflect the improved near term
liquidity conditions. Genco has no debt maturity or major
environmental capital expenditure until 2018.

Moody's has retained Genco's own corporate family rating, separate
from that of Dynegy. The decision is predicated on the fact that
Dynegy intends to hold Genco and other assets acquired from Ameren
Corporation (Ameren; Baa3, RUR-up) in a Special Purpose Vehicle
(SPV) that will be largely ring fenced from the rest of the
company. Furthermore, Genco itself is ring-fenced from the other
companies and assets acquired from Ameren. Moody's does not expect
Dynegy to provide financial support to Genco, although Dynegy may
be able to generate some incremental cost savings and synergies
from its ownership of other coal fired generating assets in
southern Illinois.

Outlook:

The stable outlook reflects the company's improved liquidity
position, which should be more than adequate to cover anticipated
cash flow shortfalls in 2014.

What can change the rating UP:

Moody's may take a positive rating action if market conditions
improve to the point where Genco can generate significant free
cash flow on a sustained basis.

What can change the rating DOWN:

Moody's could revise the outlook to negative if market conditions
fail to improve at some point in 2015.

Ratings Affirmed:

Genco Corporate Family Rating B3;

Ameren Genco Probability of Default Rating B3-PD;

$275 million Senior notes Series F 7.95% due 2032 B3 (LGD 4, 51%)

$300 million Senior notes Series H 7.00% due 2018 B3 (LGD 4, 51%)

$250 million Senior notes Series I 6.30% due 2020 B3 (LGD 4, 51%)

Ratings upgraded:

Ameren Genco's Speculative Grade Liquidity Rating to SGL-2, from
SGL-3

Ameren Energy Generating Company, headquartered in Collinsville,
Illinois, is a merchant power company with 3,112 MW of coal-fired
generating capacity in Southern Illinois.


AMERICAN AIRLINES: Exits Chapter 11, Merges with US Airways
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. and US Airways Group Inc. merged on Dec. 9,
to become American Airlines Group Inc., the world's largest
airline.

According to the report, simultaneously, the parent of American
Airlines Inc. implemented AMR's Chapter 11 reorganization plan.
As an initial distribution, AMR stockholders are receiving 0.665
share in the merged airline for each share of AMR stock.

There can be more distributions to AMR shareholders depending on
the value at which the new stock trades during the first four
months.

The airline announced that outgoing Chief Executive Officer Thomas
Horton will receive a combination of bonus, severance and
incentive awards valued at as much as $13.2 million in cash, plus
171,000 shares of stock. The bankruptcy judge declined to approve
the awards as part of the Chapter 11 plan.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Faces Long Task of Integration With US Airways
-----------------------------------------------------------------
A deal between American Airlines Inc. and US Airways Group Inc.
that will create the world's largest carrier formally closed and
the shares of the new American Airlines Group begin trading,
according to Justin Bachman, writing for Bloomberg News.  The
merged company trades on the Nasdaq under the symbol "AAL."

With the merger, American Airlines once again moves past United
Continental and Delta Air Lines to reclaim the No. 1 spot in the
industry.  However, becoming the biggest also brings huge
integration challenges.

Doug Parker, chief executive officer of the new company, and his
new executive team must figure out how to combine computer
systems, internal policies and a unionized workforce.  The
process could last another two years, according to a Dec. 8
report by the Fort Worth Star Telegram.

"The challenge for 2014 will be to deliver on what we told
everyone that we would," the news agency quoted Scott Kirby,
American Airlines' new president, as saying.  "We really just
need to deliver on all the promises that we made."

                        Challenges Ahead

One of the challenges in any corporate merger is integrating the
computer systems of the airlines (each airline has about 750
computer applications and systems).  The new management team at
American Airlines said it has already decided to use most of the
carrier's computer systems.

"We've really tried to take the path of least resistance," Star
Telegram quoted Maya Leibman, American Airlines' chief
information officer, as saying.  "If the system is used by more
customers or by more employees or can scale up to handle
additional volume, that is what our decisions are all about."

Ms. Leibman said some programs operate independently and can be
changed quickly while others may interact with data from several
systems.

Another challenge facing the new management is how to combine a
unionized workforce.

Before the merger was announced, Mr. Parker negotiated
conditional labor agreements with American Airlines' three
largest unions and worked on memorandums of understanding that
would govern integration for the unions.  However, labor groups
now battle to represent the various employee groups.  Last month,
the two unions representing flight attendants publicly argued
over which should lead flight attendants and have stopped
integration talks.

Mr. Parker said he believes that the carrier can negotiate new
contracts with all its labor groups within two years, and that he
plans to take time to meet with American Airlines' employees,
unionized or not, after the merger closes.

                       In the first quarter

American Airlines executives plan to roll out customer initiatives
once the airline gets through the busy holiday travel season, Star
Telegram reported.

American Airlines hopes to announce on Jan. 7, 2014, reciprocity
between its two frequent-flier programs, AAdvantage and Dividend
Miles, which will allow loyal customers to earn and use frequent-
flier miles on either American or US Airways flights regardless
of which program they belong to.  The new carrier will work to
ensure that elite frequent fliers have access to both Admirals
Clubs and US Airways Clubs, according to Robert Isom, American
Airlines' chief operating officer.

By the end of the first quarter, the company expects to have code
sharing on flights for both airlines to enable customers to buy a
ticket for an American Airlines flight using the US Airways
website and vice versa.

In Phoenix, American Airlines will move its gates from Terminal 3
to Terminal 4 early next year since connecting passengers have no
way of moving between terminals without leaving the secured area,
according to the report.

Mr. Isom said that while he would like to quickly combine
operations at Los Angeles International Airport, where the
airlines are in different terminals, it will likely be more than
a year before the airport has enough space to accommodate them
together.  Mr. Isom also said he expects it to take 18 months to
two years for the airline to receive a single operating
certificate from the Federal Aviation Administration, which is
required before all flights can operate under the American
Airlines banner.  It will also take time to co-locate American and
US Airways gates at various airports, according to the report.

                         Pilots' Payout

To the pilots, the stock payout, which they receive in several
distributions through April, is a partial financial recovery for
their retirement savings "after nothing but pay cuts for the last
12 years," Tom Hoban, spokesman for the Allied Pilots Association,
told Bloomberg.  "The equity stake represents reimbursement on the
damages to the contract, which were massive."

Mr. Hoban further told Bloomberg that it's unclear whether the
pilots will look to cash in immediately or hold the shares and
realize potential gains.  Many pilots may seek to pay down debt
and use the funds for other personal needs.  Bloomberg said that
if they sell in bulk, that could depress the new airline's share
price, which American estimated will trade at about $23, based on
the 20-day average of US Airways' stock price.  Shares of US
Airways closed at $22.55 on Dec. 6, its final trading day, up
67 percent for 2013.  AMR shares, which were traded over the
counter, have gained nearly 1,900 percent in the past year, the
Bloomberg report said.

The new airline's shares are worth $39 each, the highest target
among Wall Street analysts, according to Bloomberg data.  The
report says Wolfe Research analyst Hunter Keay wrote that most
others have been far more conservative in their initial financial
forecast for the combined carrier, based on past rocky airline
mergers, especially the combination of United and Continental.
In general, the new airline is expected to have a market
capitalization between $17 billion and $22 billion, below Delta
($24 billion) and well above United ($13 billion), Bloomberg
said.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Judge Won't Suspend Ruling on DoJ Deal
---------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York has denied a request by a group of travel
agents and business passengers to temporarily suspend his earlier
ruling, which approved a recent settlement between American
Airlines Inc. and the U.S. Department of Justice.

The group, which is represented by San Francisco-based lawyer
Joseph Alioto, filed a motion last week, asking the judge to
suspend his Nov. 27 order until the group's appeal from the order
is heard by a district court.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Judge Lane wrote a two-page follow-up opinion on
Dec. 4, where he refused to grant the private plaintiffs a stay
pending appeal, allowing the merger to proceed. For the private
plaintiffs, the last shot at stopping the merger would rest in an
application to a district judge.  In refusing to enjoin the
merger last month, Judge Lane said the plaintiffs "utterly failed
to establish irreparable harm," one of the requirements for an
injunction. Judge Lane found other faults in their request for a
stay.

American Airlines, along with US Airways Group Inc., made a deal
with the Justice Department last month to settle an antitrust
lawsuit filed by the agency in U.S. District Court in Washington
to block the airlines' merger.

Under the deal, the airlines agreed to give up slots at Reagan
National Airport in Washington, D.C., and at New York's LaGuardia
airports.  Judge Lane approved the deal on Nov. 27, clearing the
way for the airlines to close the merger which would create the
largest carrier in the world.  He also authorized the airlines to
consummate the merger without delay despite the pendency of the
group's antitrust lawsuit.

The Washington judge in the Justice Department's antitrust case
must also approve the terms of the settlement after a public
comment period that runs through Feb. 7.

The merger is the linchpin of American Airlines' bid to emerge
from bankruptcy after two years and repay creditors.  Judge Lane
approved the company's restructuring plan in September while
barring it from taking effect until the merger won regulatory
clearance.

The Justice Department filed its antitrust lawsuit in August to
block the merger, arguing it would leave four airlines controlling
more than 80% of U.S. air traffic and drive up prices.  The agency
also argued that American Airlines can emerge from bankruptcy and
compete on its own without the merger.

American Airlines and US Airways defended the merger, arguing that
it would benefit passengers by giving them more choices and would
generate more than $500 million a year in benefits.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Launches Exit Loan Repricing Effort
------------------------------------------------------
American Airlines is seeking to reprice its $1.9 billion exit
financing loan via lead arranger Deutsche Bank, according to a
Dec. 4 report by Reuters.

The company aims to reprice the loan to a spread of LIB+300-325,
with a 1 percent Libor floor.  The exit loan is currently priced
at a spread of LIB+375 with a 1 percent Libor floor, the report
said.

The repriced loan is expected to mature June 27, 2019, in line
with the existing exit loan.  It will reset 101 soft call
protection for six months and include financial covenants
requiring $2 billion of minimum liquidity and 1.6 times
collateral coverage.

American Airlines is adding US Airways Group Inc. and US Airways
Inc. as guarantors backing the new loan.  Lenders are asked to
commit to the deal by Dec. 11, with the closing and funding
expected on Dec. 27, according to the report.

                     About American Airlines

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

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

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

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

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

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

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

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

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


ARC REALTY: Dec. 17 Hearing on Case Dismissal & Stay Relief Bid
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on Dec. 17, 2013, at 10:00 a.m., to consider
North-East Realty, LLC's motion to dismiss the Chapter 11 case of
Arc Realty Ventures, LLC, or, in the alternative, for relief from
the automatic stay.

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.


ATLS ACQUISITION: Has Until Dec. 18 to Assume or Reject Lease
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a
bridge order, extended until Dec. 18, 2013, Liberty Medical
Supply's deadline to assume or reject unexpired non-residential
lease located at Salem, Virginia.

The LMS lease is with respect to landlord Healthcare Realty
Services, Inc., as agent for HRT of Roanoke, Inc.

                     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 disclosed $16,300,000 in assets and $10,030,046 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Murty Azzarapu, manager.


ATWOOD OCEANICS: Moody's Alters Outlook to Positive, Keeps Ba2 CFR
------------------------------------------------------------------
Moody's Investors Service changed Atwood Oceanics, Inc.'s rating
outlook to positive from stable. At the same time, Moody's
affirmed Atwood's Ba2 Corporate Family Rating (CFR), Ba2-PD
Probability of Default Rating (PDR), Ba3 senior unsecured note
rating, and SGL-3 Speculative Grade Liquidity Rating.

"The positive outlook reflects the imminent delivery of Atwood's
first two  - Atwood Advantage in December, 2013 followed by Atwood
Achiever in June 2014," commented Sajjad Alam, Moody's Analyst.
"After mobilization, each drillship could add $120 to $130 million
in annual EBITDA and will significantly boost Atwood's earnings
power and diversify its cash flows across more high specification
rigs. Atwood should be able to cover the required large final
shipyard payments for these two rigs using cash on hand, operating
cash flow and availability under its revolving credit facility."

Issuer: Atwood Oceanics, Inc.

Outlook Actions:

Changed to Positive from Stable

Affirmations:

Corporate Family Rating, Affirmed Ba2

Probability of Default Rating, Affirmed Ba2-PD

Senior Unsecured Rating, Affirmed Ba3 (LGD5-83%)

Senior Unsecured Shelf Rating, Affirmed (P)Ba3

Speculative Grade Liquidity Rating, Affirmed SGL-3

Ratings Rationale:

The Ba2 CFR reflects Atwood's growing scale in the offshore
drilling sector, rapid transformation to a high-quality rig fleet,
diversified international presence, and strong contract coverage
through 2015. The rating is also supported by the company's long
operating track record and its history of low leverage. The CFR is
held back by the cash flow concentration in relatively fewer rigs
relative to larger and higher rated offshore drillers;
mobilization and start-up risks associated with the newly
constructed drillships; and the uncontracted status of two of its
drillships under construction. The rating also considers the
inherent volatility of the marine drilling market and the large
global supply of newbuilds in the 2013-2015 timeframe and their
potential adverse impact on future dayrates.

The SGL-3 rating reflects Moody's belief that the company will
have adequate liquidity through 2014 to fund all basic cash
requirements from its substantial operating cash flows generated
by the working rigs. The revolving credit facility will be used to
fund capex on the drillships under construction. Atwood recently
increased the revolver commitment amount to $1.1 billion. The
company had $89 million of balance sheet cash and $495 million
available under the revolver as of September 30, 2013. Revolver
borrowings will peak and could approach $1 billion in early 2014.
However, the credit facility has an accordion feature, which could
help increase lending commitments by $200 million for a total
commitment of up to $1.3 billion. Atwood has also reached an
agreement to sell two of its older rigs for a combined $60
million, providing additional liquidity. Atwood has substantial
alternate liquidity, with three of its operating high-
specification jackups and all four drillships under construction
not included in the security package for the revolver.

The positive outlook is underpinned by Atwood's drilling
contracts, rising cash flows and Moody's expectation of measured
growth.

For Ba1 rated companies Moody's looks for good liquidity,
conservative financial policies, substantial scale and cash flow
diversification. To consider an upgrade for Atwood, Moody's will
look for a long term contract for Atwood Admiral (3rd drillship),
successful deployment of Atwood Achiever in the 3rd calendar
quarter of 2014 and a leverage ratio around 2.5x. The company will
also need to maintain strong forward contract coverage for its
working rigs and exhibit less reliance on its revolver for the
financing of long term assets.

A downgrade is unlikely in 2014. However, ratings could come under
pressure if Atwood is unable to sustain debt/EBITDA below 3.5x.
Operational setbacks involving the larger rigs, significant
construction or re-contracting delays, and liquidity challenges
would pose the greatest risks to ratings given Atwood's
substantial capital requirements through 2015.

Atwood Oceanics, Inc. is a Houston, Texas based international
offshore drilling contractor with operations in Australia,
Southeast Asia, West Africa, the US Gulf of Mexico and the
Mediterranean.


BAY AREA FINANCIAL: Files Bare-Bones Chapter 11 Petition
--------------------------------------------------------
Bay Area Financial Corporation sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 13-38974) in its home-town in Los
Angeles, California, without stating a reason.

The Debtor estimated $10 million to $50 million in assets and
liabilities.

According to the docket, the schedules of assets and liabilities,
the statement of financial affairs and other required documents
are due Dec. 23, 2013.

The Debtor is represented by Sandford Frey, Esq., at Creim Macias
Koenig & Frey LLP, in Los Angeles.

The bankruptcy petition was signed by Kenneth J. Pingree, Jr.,
president of the company.


BAY AREA FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Bay Area Financial Corporation
        12400 Wilshire Blvd., Suite 230
        Los Angeles, CA 90025

Case No.: 13-38974

Chapter 11 Petition Date: December 9, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Thomas B. Donovan

Debtor's Counsel: Sandford Frey, Esq.
                  633 W Fifth St 51st Fl
                  Los Angeles, CA 90071
                  Tel: 213-614-1944
                  Email: Sfrey@cmkllp.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Kenneth J. Pingree, Jr., president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Alfred or Winifred Wilkes      Commercial Paper        $292,407
The Wilkes Family Trust
1212 Linda Flora Dr
Los Angeles, CA 90049

Arthur and Grace Beavens       Commercial Paper        $835,301
TTEES
612 15th St
Manhattan Beach, CA 90266

Arthur DeFever Trustee         Commercial Paper        $516,157
c/o Donald S DeFever
114 Del Carlo Ct
Los Gatos, CA 95032

Barbara Bidwell Hillman        Commercial Paper        $478,056
TTEE
13545 Lucca Dr
Pacific Palisades, CA 90272

Dice 1992 Trust                Commercial Paper        $244,255
215 Avocado PI
Camarillo, CA 93010

J Mace Thompson                Commercial Paper        $364,935
25 Montowese Dr
Meriden, CT 06450

James Prause Trust             Commercial Paper        $277,601
67 Bell Canyon
Trabuco Canyon, CA 92679

Jan O Simis Trust              Commercial Paper        $230,262
400 W Ventura Blvd #100
Camarillo, CA 93010

Juliana Westervelt             Commercial Paper      $1,411,877
5422 Heron Bay
Long Beach, CA 90803

Kravitzky Family Trust         Commercial Paper        $370,443
11323 Stevens Ave
Culver City, CA 90230

Larry and Linda Sacks          Commercial Paper        $500,000
TTEES
4702 Park Encino Ln #325
Encino, CA 91436

Lyn S Nelson TTEE              Commercial Paper        $701,429
PO Box 676227
Rancho Santa Fe, CA 92067

Marcel or Joanne George        Commercial Paper        $546,723
TTEES
630 Tiger Tall Rd
Los Angeles, CA 90049

Marilyn or Robert Hinds et al  Commercial Paper        $275,532
12574 Preston Way
Los Angeles, CA 90066

Pingree Family Trust           Commercial Paper        $272,140
9471 Brewer Way
Villa Park, CA 92861

Robert Hillman Jr              Commercial Paper        $261,341
371 Elsie St
San Francisco, CA 94410

Stephanie L Dillon as          Commercial Paper      $1,249,206
Trustee
Separate Property Trust
PO Box 765
Jamul, CA 91935

Todd Florentino Trustee        Commercial Paper      $1,249,206
24006 Canvasback Cr
Laguna Niguel, CA 92677

Wayne H Madsen                 Commercial Paper        $213,586
625 Killdale Ct
Simi Valley, CA 93065

William H Malkmus Rev Trust    Commercial Paper      $1,375,893
1337 San Luis Ave
Oakland, CA 94602


BENTLEY PREMIER: Can Use Cash Collateral Thru Dec. 31
-----------------------------------------------------
Judge Brenda T. Rhoades signed an agreed order authorizing Bentley
Premier Builders, LLC's cash collateral use for general business
purposes through the end of the year pursuant to a prepared
budget.

A copy of the prepared December 2013 budget is available for free
at http://bankrupt.com/misc/BENTLEYPREMIER_Dec2013Budget.pdf

The Court-approved agreed order, dated Nov. 25, 2013, provides
that the Debtor's secured lenders are granted adequate protection
for, and to the extent of, any diminution in the value of their
respective interest in the Prepetition Collateral resulting from
the use of the Cash Collateral, plus accrued interest.

As additional adequate protection, the Debtor's Chapter 11 trustee
will make quarterly payments of interests commencing on Dec. 31,
2013 to the Secured Lenders.

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of selling high-end residential lots and
building high-quality luxury homes.  The Debtor owns and develops
lots, primarily in the two subdivisions known as Normandy Estates,
which straddles both Denton and Collin Counties, near the
intersection of Spring Creek Parkway and Midway Road in Plano, and
Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway,
one-half mile west of the Dallas North Tollway.  The company has
100 vacant residential lots, with listing prices ranging from
$150,000 to $900,000.  In addition to these vacant lots, the
company owns a model house and an Amenities Center in Normandy
Estates, two houses in Wyndsor Pointe, some common areas and an
approximately 5-acre tract zoned for commercial use.

Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
13-41940) on Aug. 6, 2013 in Sherman, Texas.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip
M. Pourchot) and Sandy Golgart each hold a 50% member's interest
in the Debtor.  Ms. Golgart signed the bankruptcy petition.

The Debtor sought bankruptcy after Starside LLC, an entity owned
by Phillip Pourchot, acquired the note issued to Sovereign Bank
for a $7,250,000 loan, and served notice of its attempt to
foreclose upon properties securing the note.

Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche,
Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the
Debtor's counsel.

Judge Brenda Rhoades presides over the case.

A chapter 11 trustee was appointed following motions filed by the
U.S. Trustee and the Pourchot Trust.  Jason R. Searcy, the Chapter
11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C.,
as accountants.

The deadline to file claims against and interest in the Debtor
expired Dec. 5, 2013.  Governmental entities have until Feb. 3,
2014, to file proofs of claim.


BENTLEY PREMIER: Golgart Wants New Cash Collateral Order Examined
-----------------------------------------------------------------
Sandy Golgart seeks reconsideration and modification of the Cash
Collateral Agreed Order for debtor Bentley Premier Builders, LLC,
dated Nov. 25, 2013.

Mr. Golgart complains that the Nov. 25 Order was entered weeks
prior to a Dec. 16, 2013 rescheduled hearing and grants relief
that was not disclosed or requested, and that deprives the
Debtor's estate and its creditors and interest holders of
significant, material rights without due process, including:

  -- granting to prepetition lenders of perfected liens on
     hundreds of thousands of dollars in unencumbered lots without
     any prior notice, disclosure or motion for relief;

  -- granting payment of postpetition interest without any prior
     notice, disclosure or motion for relief;

  -- depriving the estate of the equitable doctrine of marshaling
     without any prior notice, disclosure or motion for relief;
     and

  -- While the Nov. 25 Order grants the Trustee a mere 30 days
     (i.e., until  Christmas  Day) to take certain actions with
     respect to millions in alleged claims and liens, if the
     Trustee does not so act, the Nov. 25 Order includes a
     backdated deadline that deprives the estate of the ability to
     contest the prepetition lenders' purported liens and claims
     in the absence of the Trustee's actions, without any prior
     notice, disclosure, or motion for relief.

Mr. Golgart is concerned that the Nov. 25 Order grants substantial
relief "without any motion to do so, without any hearing to show
cause to do so, and without any recompense for the Debtor's
estate."

Thus, to rectify the mentioned issues, Mr. Golgart seeks a court
hearing in order to consider the relief never requested and to
modify the Nov. 25 Order to protect the estate.

Mark A. Castillo, Esq. and Joshua L. Shepherd, Esq., of Curtis
Castillo PC, at 901 Main Street, Suite 5151, in Dallas, Texas
75202 serve as counsel for Sandy Golgart.

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of selling high-end residential lots and
building high-quality luxury homes.  The Debtor owns and develops
lots, primarily in the two subdivisions known as Normandy Estates,
which straddles both Denton and Collin Counties, near the
intersection of Spring Creek Parkway and Midway Road in Plano, and
Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway,
one-half mile west of the Dallas North Tollway.  The company has
100 vacant residential lots, with listing prices ranging from
$150,000 to $900,000.  In addition to these vacant lots, the
company owns a model house and an Amenities Center in Normandy
Estates, two houses in Wyndsor Pointe, some common areas and an
approximately 5-acre tract zoned for commercial use.

Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
13-41940) on Aug. 6, 2013 in Sherman, Texas.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip
M. Pourchot) and Sandy Golgart each hold a 50% member's interest
in the Debtor.  Ms. Golgart signed the bankruptcy petition.

The Debtor sought bankruptcy after Starside LLC, an entity owned
by Phillip Pourchot, acquired the note issued to Sovereign Bank
for a $7,250,000 loan, and served notice of its attempt to
foreclose upon properties securing the note.

Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche,
Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the
Debtor's counsel.

Judge Brenda Rhoades presides over the case.

A chapter 11 trustee was appointed following motions filed by the
U.S. Trustee and the Pourchot Trust.  Jason R. Searcy, the Chapter
11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C.,
as accountants.

The deadline to file claims against and interest in the Debtor
expired Dec. 5, 2013.  Governmental entities have until Feb. 3,
2014, to file proofs of claim.


BERNARD L. MADOFF: Wind-Down Tab Tops $820 Million
--------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Dec. 11 marks the five-year anniversary of Bernard Madoff's
arrest, bringing an end to the biggest Ponzi scheme ever. But that
was just beginning for the lawyers and other professionals who've
been tasked with tracking down the money Mr. Madoff stole and
returning it to investors.

According to the report, led by trustee Irving Picard, those
professionals have earned more than $820 million to date and this
week will head to bankruptcy court to request payment of millions
of dollars more.

Mr. Picard, an attorney with Baker & Hostetler LLP, is requesting
$31.5 million in fees and $810,000 expenses for the nearly 82,000
hours work that he and his firm performed between May 1 and July
31, a request the U.S. Bankruptcy Court in Manhattan will take up
on Dec. 12, the report related.

According to Mr. Picard, "no single document" can adequately
capture all the "hundreds of thousands of hours" of work that his
firm and others have put in over the past five years, the report
said.

"Given the unprecedented fraud perpetrated by Madoff, the issues
presented by this liquidation are complex, discovery is wide-
ranging, and the litigation that has ensued is hotly contested,"
his attorneys wrote in court papers filed last month, the report
further related.  "All of this requires an enormous effort by the
trustee and his counsel for the benefit of the victims."

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Trustee Wins One, Loses Two With Rakoff
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities Inc. scored one victory and incurred two losses late
last week at the pen of U.S. District Judge Jed Rakoff.

According to the report, on a fourth issue, Judge Rakoff left the
door open a crack for Madoff trustee Irving Picard to sue
executives of so-called feeder funds who collected money from
their own customers which they in turn invested in the Madoff
Ponzi scheme.

Picard might end up victorious on that issue depending on how the
U.S. Supreme Court rules in a case argued before the high court in
early October.

Judge Rakoff's ruling on Dec. 6 regarding feeder funds was in
large part pre-ordained by a decision he wrote in September when
sitting by designation as one of three judges in the U.S. Court of
Appeals reviewing another district judge's dismissal of a lawsuit
against JPMorgan Chase & Co. and Bank of New York Mellon Corp.

The September decision was in a suit filed by investors who
contended the banks were aware of Madoff's fraud and should be
liable because they continued providing banking services. The
district court dismissed the suits, citing the 1998 federal
Securities Litigation Uniform Standards Act, or SLUSA.

Judge Rakoff wrote the decision in September finding that SLUSA
applied and upheld dismissal.

Judge Rakoff's decision Dec. 6 resulted from several lawsuits he
took out of bankruptcy court where Picard is suing feeder fund
managers. In district court, Judge Rakoff heard argument in
October 2012 and issued his opinion last week.

Following the September ruling involving JPMorgan, Judge Rakoff
said that Picard doesn't have the right to file suit based on
claims belonging to individual customers. It didn't matter, Judge
Rakoff said, that Picard is a different brand of trustee appointed
under the Securities Investor Protection Act.

As with JPMorgan, Judge Rakoff said Picard is barred from suing
under what's known as the in pari delicto rule. That rule prevents
one perpetrator of a fraud from suing another. Picard is barred
from suing because the law views the trustee as infected with
Madoff's fraud since the trustee steps into the bankrupt's shoes.

This time, Picard advanced a somewhat different argument. As
trustee, Picard said, he received assignments of claims that
otherwise could have been brought by individual defrauded
customers.

In a fleeting victory, Judge Rakoff said the in pari delicto rule
only barred Picard from bringing suits that belonged to the
fraud-riddled firm. It doesn't bar Picard from suing based on
claims belonging to customers, Judge Rakoff said in his opinion.

Even so, the feeder fund managers argued that the suits are
nonetheless barred by SLUSA.

In accord with the September decision, Judge Rakoff said that
SLUSA does apply. However, Judge Rakoff couldn't dismiss the suits
because there are issues peculiar to each suit that weren't before
him.

Specifically, Judge Rakoff sent the feeder fund suits back to
bankruptcy court for decisions on other SLUSA issues.

U.S. Bankruptcy Judge Burton Lifland was assigned to decide
whether the suits are based on a misrepresentation in connection
with the sale of a "covered security." If a covered security was
involved, the suits would be dismissed under SLUSA.

Back in bankruptcy court, Picard can argue there were no purchases
of covered securities because customers' money was used entirely
to pay other customers.

In addition, the U.S. Supreme Court will soon decide whether
covered securities are involved simply because customers thought
there were securities when in fact none were ever purchased.

In October, the Supreme Court heard argument in an appeal
involving the R. Allen Stanford Ponzi scheme. The court will
decide if SLUSA applies to bar a suit even if no securities were
purchased.

Picard is currently asking the Supreme Court to hear an appeal
from a ruling in June from the U.S. Court of Appeals in Manhattan.
The appeals court upheld a ruling originally made by Judge Rakoff,
like the one last week, that the law views the bankruptcy trustee
as tainted by the fraud Madoff committed.

Picard's second loss involved his suit against Stephanie Mack,
widow of Bernard Madoff's son Mark, and Deborah Madoff, wife of
Madoff's son Andrew.

Picard argued that the in pari delicto defense shouldn't preclude
him from suing Madoff family members. Judge Rakoff disagreed and
dismissed the suit as to the two women. The judge said that an
exception to in pari delicto allowing suit against family is a
"novel proposition unsupported by any legal authority."

Picard wanted to sue the two women for recovery of money given
them by their husbands that was originally stolen from customers.

The one clear-cut victory for Picard involved Credit Suisse AG,
Barclays Plc and 17 other foreign banks. They wanted an immediate
appeal from Judge Rakoff's Oct. 29 opinion giving Picard the right
to sue them as feeder-fund customers.

In the October ruling, Judge Rakoff said Picard isn't required to
obtain a judgment first against the feeder funds before he can sue
the banks. Judge Rakoff interpreted bankruptcy law to mean that
Picard can sue feeder-fund customers even if the time limit has
lapsed for suing the funds themselves.

After ruling in October, Judge Rakoff sent the cases back to Judge
Lifland for further processing. Last week, Judge Rakoff refused to
allow an appeal before the suits are finished entirely because
there is no "substantial ground" for believing his October ruling
was in error.

Picard and his lawyers are reviewing Judge Rakoff's rulings and
have no comment at this time, according to an e-mail from Amanda
Remus, the trustee's spokeswoman.

The decisions last week by Rakoff are part of In re Bernard L.
Madoff Investment Securities LLC, 12-mc-00115, U.S. District
Court, Southern District New York (Manhattan).

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BEULAH ROAD: Equity Holder Fails to Unwind Zokaites Settlement
--------------------------------------------------------------
Bankruptcy Judge Carlota M. Bohm denied Joseph E. Hudak's request
to intervene in the Chapter 11 case of Beulah Road Land Company.

Mr. Hudak asserts that he is (1) an equity security holder in the
Debtor and (2) the majority owner of Churchill Valley Obligations
Fulfillment Company -- CVOF -- a company allegedly holding or
having the right to acquire a majority of the voting eligible
equity securities in the Debtor.

Mr. Hudak sought intervention to file a response opposing the bid
filed by Zokaites Properties LP to sell its real property free and
clear of all liens, encumbrances and claims.

Beulah Road Land Company d/b/a Churchill Valley Country Club, will
be selling all of its real property identified as Lot and Block
numbers 369-N-278; 370-M-105; 370-P-25; 370-R-275; 370-R-275-1;
451-N-334; 369-P-378, 369-P-317, 370-S-380, and 371-D-25, and
commonly called Churchill Valley Country Club, on Dec. 18, 2013 at
2:00 p.m.

Mr. Hudak's amended motion to intervene also seeks an order
vacating the settlement agreement between Zokaites and the Debtor,
alleging that Richard Hersperger fraudulently purported to hold
authority to act for the Debtor.  Specifically, the Amended Motion
requests that the provisions waiving the Debtor's right to redeem
the property and the Debtor's right to object to the sale of the
property be stricken. In the alternative, dismissal of the
bankruptcy case is sought.

In a Dec. 5, 2013 Memorandum Opinion available at
http://is.gd/L5yyMbfrom Leagle.com, the Court said it will
neither permit intervention to vacate the settlement agreement
between the Debtor and Zokaites nor to seek dismissal of the
bankruptcy case.  To the extent Mr. Hudak seeks to undo a
settlement that was painstakingly negotiated and entered as a
Court Order, intervention is not appropriate.  The Court notes
that the settlement agreement, made on the record on August 26,
2013, is set forth in and enforced by the Court's Order dated
October 2, 2013. The Order was not appealed nor was
reconsideration sought. No legal authority has been cited as a
basis for vacating the Order or striking any provision therein.
The Order was entered months ago, the Debtor defaulted, and a sale
hearing has accordingly been scheduled.

The Court said Mr. Hudak's intervention for the purpose of
belatedly objecting to the agreement and Order would only serve to
delay and prejudice the parties who have acted in reliance on the
agreement and Order. Mr. Hudak did not previously object and only
sought intervention after the Debtor defaulted on the agreement
with Zokaites. Mr. Hudak failed to raise any grounds upon which
this Court would consider vacating the Order and failed to
demonstrate that he held an interest on behalf of himself or CVOF
requiring representation at the time the agreement was reached and
the Order was entered.

In addition, Mr. Hudak alleges fraud as a basis upon which this
bankruptcy case should be dismissed.  To the extent Mr. Hudak
asserts that he and/or CVOF were defrauded by either Mr. Zokaites
(with respect to an alleged joint venture) or Mr. Hersperger (with
respect to alleged misrepresentations to gain control of CVOF and
the majority of the voting eligible shares of the Debtor), those
are disputes between Mr. Hudak and/or CVOF and non-Debtors and are
not properly before the Court.  Accordingly, Mr. Hudak's and/or
CVOF's interests in those disputes are not interests which require
representation in this bankruptcy case and addressing said claims
would only delay, distract, and unduly complicate these
proceedings.

With respect to any general interest that Mr. Hudak may have in
this case, and the Sale Motion in particular, it should be noted
that Zokaites has extended an offer to the Debtor or anyone
claiming to act as or on behalf of the Debtor to satisfy the
mortgage and/or redeem the property any time prior to the
scheduled sale.  According to the Court, if Mr. Hudak is able to
obtain funding, as he asserted in his testimony, then he may be
able to act on Zokaites' offer.  Otherwise, he is welcome to bid
at the sale, should that occur, if the property is not redeemed
prior to the sale date.  Thus, Mr. Hudak has been provided with an
opportunity to participate without delaying the case and
introducing issues and disputes which are not appropriately
addressed in this forum.

Zokaites is represented in the Debtor's case by:

         Jeffrey A. Hulton, Esq.
         1109 Grant Building
         Pittsburgh, PA 15219
         Tel: 412-255-6500

Beulah Road Land Company, based in Pittsburgh, Pennsylvania,
sought Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No.
13-23148) on July 26, 2013.  Judge Carlota M. Bohm oversees the
case.  Donald R. Calaiaro, Esq., at Calaiaro & Corbett, P.C.,
serves as the Debtor's counsel.  In its petition, the Debtor
estimated $1 million to $10 million in both assets and debts.  The
petition was signed by Richard Hersberger, president.

An affiliate, Churchill Valley Country Club, Inc., sought
Chapter 11 protection (Case No. 13-23122) on July 25, 2013.


BLACKCAT TRADING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: BlackCat Trading Company LLC
        3939 W. Green Oaks Blvd, Suite 202
        Arlington, TX 76102

Case No.: 13-45594

Chapter 11 Petition Date: December 9, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Michael Lynn

Debtor's Counsel: Brenda T. Cubbage, Esq.
                  CRAIN CUBBAGE HEALY & WILSON, PLLC
                  1201 Elm St. Ste. 4100
                  Dallas, TX 75270
                  Tel: (214) 290-0003
                  Fax: (214) 290-0099
                  Email: bcubbage@craincubbagehealy.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Farrell Arceneaux, authorized
individual.

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


BLITZ USA: Want Personal Injury Trust's Claim Estimated at $1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Dec. 18, 2013, at 11:00 a.m., to consider the
adequacy of information in the Disclosure Statement explaining the
Joint Plan of Liquidation proposed by Blitz U.S.A., Inc., et al.,
and the Official Committee of Unsecured Creditors.  Objections, if
any, are due Dec. 11 at 4:00 p.m.

The Debtors and the Committee also asked that, among other things:

   1. the Court approve the Disclosure Statement filed on Nov. 12,
      2013;

   2. fix Dec. 18, the first day of the hearing on the Disclosure
      Statement, as the record date for purposes of determining
      which holders of claims against the Debtors are entitled to
      vote on the Plan;

   3. estimate each Blitz Personal Injury Trust Claim at $1 solely
      for voting purposes.

The proponents also asked that these timeline be approved:

Nov. 12      Service of Disclosure Statement Hearing Notice
Dec. 11      Disclosure Statement Objection Deadline
Dec. 18      Disclosure Statement Hearing
             Voting Record Date
Dec. 24      Date of service of Solicitation Packages or
             Non-Voting Creditor Notice, as applicable
Jan. 6       Deadline for Bankruptcy Rule 3018 Motions
             Deadline for filing the Plan Supplement
Jan. 21      Voting Deadline
             Confirmation Objection Deadline
Jan. 23      Deadline for filing the Ballot Tabulation
             Certification
             Deadline for Movants' reply to confirmation
             objections, if any
Jan. 27      Confirmation Hearing

The principal features of the Plan are the establishment of two
trusts pursuant to Section 105 of the Bankruptcy Code: (i) a Blitz
Personal Injury Trust, for the benefit of Blitz Personal Injury
Trust Claims; and (ii) a Blitz Liquidating Trust, for the benefit
of all holders of all other Claims against the USA Debtors.

Each of the Blitz Personal Injury Trust and the Blitz Liquidating
Trust will be established to administer and resolve specific
Claims and each will be subject to its own trust agreement and its
own rules with respect to the administration and satisfaction of
Claims. Under the terms of the Plan, the Blitz Personal Injury
Trust Claims will be permanently channeled to the Blitz Personal
Injury Trust, and these claims will be liquidated and paid
pursuant to the Blitz Personal Injury TDP to be implemented by the
Blitz Personal Injury Trust pursuant to the terms and conditions
of the Plan.

Claims against the BAH Debtors (other than the Blitz Personal
Injury Trust Claims) will be administered by the BAH Plan
Administrator.

Wal-Mart and the Participating Insurers will be making a
substantial contribution to the Blitz Personal Injury Trust to
fund the payment of Allowed Blitz Personal Injury Claims and to
obtain the benefits of a permanent channeling injunction.  In
addition, the BAH Settling Parties are making a substantial
contribution to the USA Debtors' estates to provide funding that
will enable the confirmation of the Plan and the consummation of
the Insurance Settlement and to obtain the benefits of a permanent
channeling injunction.

                        About Blitz U.S.A.

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

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

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

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

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

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

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

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


BODYPLEX DAWSONVILLE: Case Summary & 2 Unsecured Creditors
----------------------------------------------------------
Debtor: BodyPlex Dawsonville Real Estate, LLC
        3040 Peachtree Rd., Suite 615
        Atlanta, GA 30305

Case No.: 13-76624

Chapter 11 Petition Date: December 9, 2013

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

Judge: Hon. Margaret Murphy

Debtor's Counsel: Michael C. Famiglietti, Esq.
                  MICHAEL FAMIGLIETTI
                  No. 320, 127 Church Street
                  Marietta, GA 30060
                  Tel: (770) 794-8005
                  Email: lexres@bellsouth.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Seaman, manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb13-76624.pdf


BRENNAN'S INC: Judge Orders Liquidation of Firm
-----------------------------------------------
HispanicBusiness.com reports that a U.S. bankruptcy judge has
ordered the liquidation of Brennan's Inc., the company that
operated the landmark restaurant in New Orleans.

Todd Slack, who represents Ted Brennan and Bridget Brennan Tyrell,
son and granddaughter of the restaurant's founder, said the
company's remaining assets could be sold by a trustee to pay its
suppliers, the (New Orleans) Times-Picayune reported.  Mr. Slack
said the court ruled that there was no reason to stop liquidation.

In recent years, Ted Brennan and his brother, Pip, battled over
control of the restaurant, and lost the building when it was
bought by Ralph Brennan, a cousin, at a sheriff's sale.  Brennan's
was evicted from the building and closed in June, according to
HispanicBusiness.

Vic Welsh, a lawyer for Pip Brennan, told the Times-Picayune the
company could have substantial assets.  Those include potential
damages from the BP oil spill that could come to millions of
dollars, US$4.1 million Welsh said Ted Brennan borrowed from the
company and its wine collection.

Brennan's could be reborn, according to HispanicBusiness.  Mr.
Slack said Ted Owen and Tyrell have filed a lawsuit to seize
control of the company from Pip and hope to reopen the new
restaurant in a new location.  Ralph Brennan could also buy
Brennan's logo and its recipes for the new restaurant he plans to
open in the mansion.

                        About Brennan's Inc.

Brennan's opened on Bourbon Street in the New Orleans French
Quarter in 1946 and moved in 1956 to a Royal Street mansion that
was built for the Banque de la Louisiane in the late 18th century.
The restaurant was a landmark and known as the place where Bananas
Foster was invented.

Brennan's Inc., the famed restaurant in the New Orleans French
Quarter, is being liquidated in Chapter 7 bankruptcy.  Creditors
including an affiliate of Sysco Corp. filed an involuntary
bankruptcy petition (Bankr. E.D. La. Case No. 13-bk-12985) on Oct.
28, 2013.  Brennan's didn't oppose the petition.  The bankruptcy
judge declared the restaurant a Chapter 7 bankrupt on Dec. 5,
2013.

Ronald Hof will serve as trustee unless creditors elect a trustee
of their own to liquidate the assets.

The almost 70-year-old restaurant was in the midst of intra-family
disputes.  Ted Brennan was removed as president in June.  He filed
an appeal in U.S. Court of Appeals in New Orleans seeking
reinstatement.


BROWN'S CHICKEN: Judge Sides With Popgrip in Ownership Dispute
--------------------------------------------------------------
Bankruptcy Judge Jacqueline P. Cox entered judgment in favor of
Popgrip LLC and against Joli, Inc., Life A.B., LLC and Just Toni's
as to Count I of the First Amended Complaint in the case, POPGRIP,
LLC, Plaintiff, v. BROWN'S CHICKEN & PASTA, INC. and HOWARD
KORENTHAL, not individually but solely as Liquidating Trustee of
Brown's Chicken &Pasta, Inc., JOLI, INC., LIFE A.B., LLC., and
JUST TONI'S, Defendants, Adv. Proc. No. 11-2395 (Bankr. N.D.
Ill.).

The dispute among the parties is whether equipment listed in
Brown's Chicken Pasta, Inc.'s Schedule B was sold to Popgrip LLC
and whether Popgrip has assumed certain franchise agreements.

On Dec. 17, 2009, 12 days before bankruptcy relief was sought,
Brown's Chicken, through its President, Toni Portillo, claims to
have sold the Debtor's company-owned stores to two entities owned
by her mother, Joan Portillo.  Those entities are Joli, Inc. and
Forty-One, Inc.  Toni Portillo alleges that a franchise agreement
was entered into therein between the Debtor and Joli, Inc.

On Oct. 18, 2010, during its bankruptcy proceedings, the Debtor
conducted an auction to sell substantially all of its assets.
Popgrip was the successful bidder.  Popgrip is owned by members of
the Kennefick family.  An order was entered on Oct. 20, 2010
approving the sale.

The adversary proceeding concerns exactly what was sold and
whether a certain franchise agreement was assumed by Popgrip.

In the Court's ruling, Judge Cox entered judgment in favor of
Popgrip LLC and against Defendants Joli, Inc., Life A.B., LLC and
Just Toni's as to Count II of the First Amended Complaint.  The
Court said Popgrip properly assumed and accepted the 15-year Joli,
Inc. franchise agreement pursuant to the requirements of the
Confirmed First Amended Plan of Reorganization in the Chapter 11
case of Brown's Chicken Pasta.  Each franchise agreement was sold
to Popgrip.  Both franchise agreements were executed by the Debtor
and Joli, Inc.  Popgrip has assumed only one of them.

The Court directed Joli Inc., Life A.B., LLC and Just Toni's to
turn over to Popgrip LLC all of the equipment listed in Schedule B
as being located at the Joliet store on Dec. 29, 2009.

In the alternative, judgment is entered in the amount of
$25,582.25 in favor of Popgrip LLC and against Joli Inc., Life
A.B. Inc. and Just Toni's.

A copy of the Court's Dec. 6, 2013 Memorandum Opinion is available
at http://is.gd/rOLm0wfrom Leagle.com.

                   About Brown's Chicken & Pasta

Brown's Chicken & Pasta, Inc., was the franchisor of Brown's
Chicken restaurants in the Chicago area, and also ran one company-
owned restaurant.  Brown's Chicken filed for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 09-49094) on
Dec. 29, 2009.

Brown's Chicken filed for bankruptcy protection as the Company's
owners were locked in a protracted legal battle over the worth of
the restaurant chain.  Frank Portillo Jr., whose brother Dick
Portillo owns Portillo Restaurant Group, had fired partner and
minority owner Tim Kennefick.  Mr. Kennefick then tried to cash
out his holdings and sued in 2007 when he felt his shares were
undervalued by Mr. Portillo.

The restaurant chain was put on the auction block where Pop-Grip,
a private investment firm that includes Mr. Kennefick's children,
had the highest bid, $585,000.

Brown's was forced to file for Chapter 11 bankruptcy after a
DuPage County judge ruled in favor of a former co-owner.  Judge
Kenneth Popejoy ruled in October 2009 that Mr. Kennefick, Brown's
37-year former vice president and minority owner, was owed
$882,000 for his share in the company.  Mr. Kennefick owned 36% of
the company's stock, while Frank Portillo Jr., Brown's chairman
and co-founder, owned 64%.

Brown's First Amended Chapter 11 Plan was confirmed on March 15,
2011.  Howard Korenthal was appointed Liquidating Trustee of the
bankruptcy estate.


BUFFALO PARK: Creditors Balk at Confirmation of Amended Plan
------------------------------------------------------------
Deutsche Bank National Trust Company -- trustee for GSAA Home
Equity Trust 2006-7, Asset-Backed Certificates Series 2006-7 --
objected to the confirmation of the Amended Chapter 11 Plan of
Reorganization dated Oct. 15, 2013, proposed by Ronald P. Lewis
and Carol J. Lewis and Buffalo Park Development Company.

According to Deutsche Bank, the Debtors borrowed $137,200 from the
creditor to fund the purchase of property located at 6808 South
Brook Forest Rd., Evergreen, Colorado.  Deutsche Bank objects to
its treatment in the Plan due to the Debtors' proposal to modify
the interest from an adjustable rate of 6.25 percent to 4 percent.
Deutsche Bank also objects to the modification in interest rate on
the note.  Four percent is not the market rate of interest on non-
residential real property.  Deutsche Bank also objects to the
extension of the loan term.

PennyMac Mortgage Investment Trust Holdings I LLC -- by PennyMac
Loan Services LLC, its servicing agent -- also objects to the
confirmation of the Amended Plan, stating that the Plan provided
that the principal balance of the loan is modified to $318,198.
According to PennyMac Mortgage, as of Sept. 27, 2013, its total
unpaid principal balance, interest, and other charges, amounts to
$417,559.  In addition, the Debtors do not provide any
documentation, such as an appraisal, to indicate why the Debtors
value the property at $318,198.  PennyMac also objects to the
extension of the loan term.

JPMorgan Chase Bank, National Association, objects on the grounds
that the Debtors modified the principal balance of the parties'
loan to $359,741.  JPMorgan's total unpaid principal balance,
interest, and other charges as of the petition filing, amounts to
$393,065.  In addition, the Debtors do not provide any
documentation, such as an appraisal, to indicate why the Debtors
value the property at $359,741.  The creditor is in the process of
obtaining an appraisal of the property in order to determine the
current value of the property.

JPMorgan Chase Bank, National Association -- formerly known as
JPMorgan Chase Bank, as trustee for Structured Asset Mortgage
Investments II Inc., Bear Stearns ALT-A Trust, Mortgage Pass-
Through Certificates Series 2004-5 -- also objected to the
confirmation of the Debtors' Plan, stating that the Debtor
modified the principal balance of the loan to $341,178.

JPMorgan said its creditor's total unpaid principal balance,
interest, and other charges as of the petition filing, amounts to
$421,526, as evidenced by creditor's proof of claim filed on Aug.
20, 2012.  In addition, the Debtors do not provide any
documentation, as an appraisal, to indicate why the Debtors value
the property at $341,178.

Ocwen Loan Servicing, LLC, by and through The Castle Law Group,
LLC, also objected to the confirmation of the Debtors' Plan.

As reported in the Troubled Company Reporter on Nov. 21, 2013,
Judge Howard R. Tallman approved the Debtor's Amended Disclosure
Statement, and set a hearing for Jan. 8, 2014, at 1:30 p.m. to
consider confirmation of the Plan.

Parties-in-interest have until Dec. 18 this year to file formal
objections to Plan confirmation.

The owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis
-- filed the Chapter 11 plan to restructure their debts and
obligations and continue to operate the business in the ordinary
course.  According to the Disclosure Statement, the rental income
from the Lewises' properties and their disposable income, together
with the restructuring of the mortgages and other secured debts,
will generate sufficient funds to pay on a pro-rata basis a
portion of the Lewises' unsecured debts.

          About Buffalo Park Development Properties

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  Buffalo
Park disclosed $20,777,601 assets and $11,294,567 liabilities in
its schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC
serves as counsel to Buffalo Park. Judge Elizabeth E. Brown
presides over the case.

Formed in 1964, Buffalo Park is a real estate development,
construction, management and sales business.  It has developed and
sold numerous subdivisions and currently has several land
developments in progress. Buffalo Park owns and operates community
water companies that require a licensed water works operator and
owns a commercial business center.

Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis --
filed for protection under Chapter 11 of the Bankruptcy Code on
March 21, 2012.  The Lewises have been investing in, developing
and managing real property for over 60 years.

The Bankruptcy Court granted joint administration of the two
estates on July 18, 2013.


C&K MARKET: U.S. Trustee Appoints 3-Member Creditors Panel
----------------------------------------------------------
The U.S. Trustee for Region 18 appointed three members to the
official committee of unsecured creditors in the Chapter 11 cases
of C & K Market, Inc.

The Creditors Committee members are:

      1. Willamette Beverage Company
           c/o Eric Forrest, Co-President
           dba Bigfoot Beverages
         P.O. Box 10728
         Eugene, OR 97440
         Tel: (541) 685-2064
         Fax: (541) 687-8754
         E-mail: eforrest@bigfootbeverages.com

      2. J.B. Hunt Transport, Inc.
         c/o Clark W. Woods
         615 J.B. Hunt Corporate Drive
         Lowell, AR 72745
         Tel: (479) 419-3504
         Fax: (479) 820-1717
         E-mail: Clark_Woods@jbhunt.com

      3. Coca-Cola Refreshments, Inc.
         c/o Michelle Higgins
         521 Lake Kathy Drive
         Brandon, FL 33510
         Tel: (813) 569-3189
         Fax: (813) 569-3189
          E-mail: mplunkett@coca-cola.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors on Nov. 19, 2013, with a plan
to sell or close some of its stores (Bankr. D. Ore. Case No. 13-
64561).  The case is assigned to Judge Frank R. Alley, III.

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

C&K Market listed debt of more than $100 million and assets of
less than $50 million in court documents.


C&K MARKET: Hires Watkinson Laird as Real Estate & Labor Counsel
----------------------------------------------------------------
C&K Market, Inc., asks for authorization from the U.S. Bankruptcy
Court for the District of Oregon to employ Watkinson Laird
Rubenstein Baldwin & Burgess PC as special purpose counsel,
pursuant to Section 327(e) of the Bankruptcy Code, to provide real
estate, health, labor and employment law representation to the
Debtor consistent with Watkinson Laird's representation of the
Debtor prior to the Debtor's Chapter 11 filing.

Watkinson Laird served as the Debtor's real estate, health, labor,
and employment law counsel prepetition, and the Debtor wants the
firm to continue providing those services post-petition.

Watkinson Laird will be paid at these hourly rates:

       John C. Watkinson, Shareholder        $325
       B. Kevin Burgess, Shareholder         $305
       R. Scott Palmer, Shareholder          $305
       Jane M. Yates, Shareholder            $235
       Ryan Belton, Associate                $165
       Lainna Sharkey, Paralegal             $125

Watkinson Laird will also be reimbursed for reasonable out-of-
pocket expenses incurred.

In the year prior to filing of this case, Watkinson Laird received
payments from the Debtor or its affiliates totaling $135,952.96.
Watkinson Laird holds a $14,118 retainer from the Debtor in its
client trust account.

John C. Watkinson, Esq., shareholder of Watkinson Laird, 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.

Watkinson Laird can be reached at:

       John C. Watkinson, Esq.
       WATKINSON LAIRD RUBENSTEIN
       BALDWIN & BURGESS, P.C.
       101 East Broadway, Suite 200
       P.O. Box 10567
       Eugene, OR 97440-2567
       Tel: (541) 484-2277
       Fax: (541) 484-2282

                     About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Case No. 13-64561, Bankr. D.
Ore.).  The case is assigned to Judge Frank R. Alley, III.

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

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


CASPIAN ENERGY: Enters Into Extension Agreement on Debenture
------------------------------------------------------------
Caspian Energy Inc. on Dec. 10 disclosed that it has entered into
an extension agreement with the holders of its amended and
restated secured convertible debenture dated July 8, 2011 with a
principal amount of US$12,460,957, pursuant to which the
Corporation has been granted a remedial period providing Caspian
with further time to pay all amounts owing under the Debentures as
follows:

     (i) the remedial period shall be extended to December 16,
2013 if:

         (A) the Corporation and the Investors have executed an
agreement  on or before December 13, 2013 providing for:

             (I) an amendment to the terms of the Debentures to
             provide that the Conversion Price (as defined in the
Debentures) be amended to the price that, if all outstanding
Debentures are converted, the common shares of the Corporation
issuable upon such conversion would represent 82.5% of the issued
and outstanding Common Shares on an undiluted basis, provided
that, to the extent that any Common Shares are issued to Roger
Nutt or pursuant to any currently existing share purchase warrants
or options the Corporation shall issue additional Common Shares to
the Investors for no additional consideration to ensure that the
Investors maintain their pro rata 82.5% interest; and

             (II) the appointment of a director nominated by one
of the Investors to the Corporation's board of directors,
effective on the implementation of the Amendment; and

         (B) the Corporation has obtained a waiver from NEX of the
requirement to obtain shareholder approval to the Amendment and
NEX's restriction against issuing Common Shares for less than
$0.05 per share on or before December 13, 2013; and

    (ii) the remedial period shall be extended to January 31, 2014
if the Corporation and Investors have executed the Amendment
Agreement on or before December 13, 2013 but the Corporation has
not obtained a waiver of the requirement for shareholders'
approval of the Amendment by December 3, 2013, provided that on or
before December 21, 2013, an information circular recommending the
approval of the Amendment Agreement and providing that a
shareholders' meeting to consider and approve the Amendment
Agreement shall take place on or before February 5, 2014, has
been finalized and distributed to the shareholders of the
Corporation, failing which the remedial period shall expire on
December 21, 2013.

If the Corporation and the Investors have not executed the
Amendment Agreement on or before December 13, 2013, the remedial
period shall not be further extended and shall expire on
December 13, 2013.  Further, if the Corporation obtains written
notice from NEX that it will not provide a waiver of the Price
Restriction to permit the Amendment to be implemented, the
remedial period shall expire on the 5th business day after such
notification by NEX.

In connection with the foregoing, the Corporation has delivered to
the Investors lock-up agreements executed by each of the
Corporation's directors as shareholders of the Corporation
confirming that they shall vote their common shares in favor of
the Amendment Agreement if considered by shareholders at a
meeting.

                        Operational Update

The Corporation is also pleased to report the success of the
recent testing of well 315 in the East Zhagabulak field.

Well 315 is located on the eastern part of the East Zhagabulak
field.  Although it was drilled some months ago, testing only
recently occurred.  Following an acid treatment on well 315, at
16:00 hr on December 1, 2013, this well began to flow.  During the
8 hours remaining that day, well 315 produced 64 tons of oil.  The
choke size was 20 mm.  The following day, the choke size was
changed to 12 mm, which remains unchanged.  Well 315 continue to
flow throughout December 2, 3 and 4, 2013.  Daily production on
December 2 was 129 tons, equivalent approximately to 900 bopd; on
December 3, it was 88.5 tons, equivalent to 665 bopd; on
December 4, it was 42.6 tons equivalent to 320 bopd.  To date a
total of 13.5 net metres have been perforated in this well.

Well 306 is located on the southern portion of the East Zhagabulak
field.  Whilst this well was drilled some months ago, testing did
not commence until late in the 3rd quarter of this year.  On
November 1, 2013, post acidization, a free flow of 49.2 tons was
recorded.  Oil production continued throughout November, until it
was subject to a hydrodynamic test on November 28, 2013.  Average
daily production throughout November was 40 tons, equivalent to
301 bopd.  Post termination of the hydrodynamic test, this well
was connected to the pipeline on December 4, 2013 and once again
flowing freely.

With the successful testing of wells 315 and 306, the East
Zhagabulak field now has three wells in production.

                    About Caspian Energy Inc.

Caspian Energy Inc. is an oil and gas exploration company
operating in Kazakhstan where it has a number of targets in the
highly prospective Aktobe Oblast of Western Kazakhstan.  Caspian
Energy holds these assets by virtue of its 40% equity stake in
Aral Petroleum Capital LLP (which as noted in Caspian's material
change report of June 24, 2013 will be reduced to 33.5% upon
satisfaction or waiver of all conditions precedent in a purchase
and sale agreement).  Aral Petroleum Capital LLP holds an
exclusive license, which entitles it to explore and develop
certain oil and gas properties known as a "North Block", an area
of 1500 sq.km. as well as a 25-year production contract for the
East Zhagabulak field.  The Company's license area lies
immediately adjacent to the various producing fields, including
the Alibekmola, Zhanazhol, and Kenkiyak fields.


CEDAR RIVER DEV'T: Foreclosure Auction Set for Jan. 9
-----------------------------------------------------
Real and personal property of Cedar River Development, LLC, will
be sold at a foreclosure auction on Jan. 9, 2014, at 11:00 a.m. to
be held at the premises known as Whittier Street a/k/a 111 Regent
Drive, Dover, Strafford County, New Hampshire.

The property consists of the land and buildings at Whittier Street
a/k/a 111 Regent Drive, in Dover, and serves as collateral to the
debt owed to East Boston Savings Bank, as Mortgagee.  The Bank,
however, has assigned its rights to the mortgage to Cedar Cove
Realty Partners, LLC, which initiated foreclosure.

The Auction will be conducted by:

         Paul McInnis Inc.
         1 Juniper Road
         North Hampton, New Hampshire 03862
         Telephone: (603) 964-6103

All property will be conveyed "AS IS, WHERE IS'.  Mortgagee makes
no warranties or representations of any kind in connection with
the property and/or any rights which may be conveyed with the
property.

MORTGAGEE EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.  MORTGAGEE EXPRESSLY DISCLAIMS
ALL WARRANTIES REGARDING TITLE TO ANY PERSONALTY.

To register to bid, the bidder must tender a deposit of cash,
certified check or bank check, payable to the Mortgagee, in the
amount of $100,000 as deposit.  An additional deposit to increase
total deposit to 10% percent of bid price will be due within 10
business days.  The deposits tendered by unsuccessful bidders will
be endorsed over and returned to them at the conclusion of the
foreclosure auction.  The deposit tendered by the successful
bidder is non-refundable upon the lowering of the gavel. If the
successful bidder neglects or refuses, for any reason, to execute
the Memorandum of Sale, the Deposit will be retained by Mortgagee.

The successful bidder must execute a Memorandum of Sale at the
conclusion of the auction.  Copies of the Memorandum of Sale can
be obtained from the undersigned prior to the auction.  Closing
shall occur within 45 days of the date of the auction, TIME BEING
OF THE ESSENCE.

The successful bidder shall not be responsible for any fees due to
the Auctioneer. However, the successful bidder shall be
responsible for any real estate commission or finder's fee due any
other person and in no event shall Mortgagee or any of its agents
be responsible for such fees or commissions.

Cedar Cove Realty Partners, LLC, is represented by:

         Roy W. Tilsley, Jr., Esq.
         BERNSTEIN, SHUR, SAWYER AND NELSON, P.A.
         670 North Commercial Street P.O. Box 1120
         Manchester, NH 03105-1120
         Tel: (603) 623-8700
         E-mail: rtilsley@bernsteinshur.com


CHARMING CHARLIE: Moody's Assigns B2 CFR & Rates $150MM Loan B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Charming Charlie Inc. and a B2 rating to the company's proposed
$150 million senior secured term loan. The rating outlook is
stable. This is a first time rating for Charming Charlie.

Proceeds from the proposed term loan along with new preferred
equity from private equity firm TSG Consumer Partners ("TSG") will
be used primarily to repurchase certain existing preferred equity
interests from private equity firm Hancock Park Associates
("HPA"), reducing its ownership in Charming Charlie to about 20%.
The remaining preferred equity interests of HPA will be converted
into common stock. Upon completion of the transaction, Charming
Charlie will be majority owned by its founder and CEO.

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

The following ratings were assigned:

Charming Charlie Inc.:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$150 million senior secured term loan due 2019 at B2 (LGD 4, 50%)

Ratings Rationale:

Charming Charlie's B2 Corporate Family Rating reflects the
company's limited scale in terms of revenue, units and geographic
reach, as well as its narrow product focus in fashion jewelry and
accessories. The fashion jewelry and accessories market is highly
fragmented, with many competitors possessing much greater overall
scale, product diversity, and financial resources than the
company. While Charming Charlie is developing a credible position
in this niche, the rating reflects its relatively limited
operating history, having only been in operation since 2004, with
the bulk of its store base having been open less than three years.
Also, a majority of Charming Charlie's senior management team,
while possessing significant retail industry experience, is
relatively new with the company.

Supporting the rating are the company's modest pro forma lease-
adjusted leverage, which is estimated to be around 4.5 times for
the latest twelve month period ended November 1, 2013, and the
improving trends in operating performance. Sales growth and recent
margin expansion have resulted from improved merchandizing and
marketing strategies, pricing discipline, supply chain management
and leveraging of scale. Quarterly same-store sales have improved
significantly over the past year, reversing a two year negative
trend, but remained modestly negative in the most recent quarter.
The sustainability of the improvements is yet to be seen.

The company is expected to maintain a good liquidity profile,
providing additional support to the rating. Balance sheet cash,
positive free cash flow and excess availability under a proposed
amended $35 million (currently $25 million) ABL revolver (not
rated by Moody's) should be more than sufficient to cover working
capital, capital spending and modest debt amortization over the
next twelve months. The company's term loan is expected to have
two financial covenants, a maximum net leverage test and minimum
interest coverage test, and the amended revolver is expected to
have a minimum availability test. Moody's expects ample cushion to
be set under these covenants.

The B2 rating assigned to the company's proposed senior secured
term loan reflects its first lien on substantially all of the
company's assets, except cash, inventory and receivables, under
which it has a second lien behind the proposed $35 asset-based
revolving credit facility. The term loan comprises all funded debt
in the capital structure.

The stable outlook acknowledges Charming Charlie's improving
trends in operating performance and comparable store sales, and
reflects Moody's expectation that the company will continue to
generate solid returns on new store investment. Credit metrics are
expected to improve over time with profitable growth and debt
reduction using excess free cash flow.

Ratings could be downgraded if the company is unable to sustain
profitable growth trends, particularly if improving same-store
sales trend is materially reversed, or it fails to realize solid
returns on new store investments, leading to weaker credit metrics
or liquidity. Specific credit metrics that could lead to a
downgrade include debt/EBITDA rising near 5.0 times or
EBITA/Interest below 1.3 times.

Given the company's small scale a relatively short track record, a
ratings upgrade is unlikely over the near term. Over time, ratings
could be upgraded if the company maintains profitable growth and
demonstrates positive comparable store sales on a sustainable
basis while maintaining good liquidity and a conservative
financial policy. Quantitatively, ratings could be upgraded if
Debt to EBITDA was sustained below 4.0 times and EBITA/interest
above 2.0 times.

Charming Charlie, based in Houston, TX, is a retailer of value-
priced fashion jewelry and accessories targeting women between
ages 22 to 54. The company operates 278 stores across 40 states.
Revenue for the latest twelve month period ended October 31, 2013
approached $425 million.


CHURCHILL DOWNS: Moody's Assigns Ba3 CFR & Rates $250MM Notes B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 to Churchill Downs
Incorporated's $250 million senior unsecured notes due 2021. A Ba3
Corporate Family Rating, Ba3-PD Probability of Default Rating,
SGL-1 Speculative Grade Liquidity Rating, and stable rating
outlook were also assigned.

This is a first time rating assignment.

Proceeds from the proposed note issuance will be used to repay
outstanding borrowings under Churchill's existing $500 million
revolver (not rated) that expires in 2018.

Churchill is a provider of pari-mutuel horse racing, casino
gaming, entertainment, and online account wagering on horse racing
events. For the latest 12-month period ended September 30, 2013,
the company generated net revenues of about $776 million. The
company's largest asset is Churchill Downs Racetrack in
Louisville, Kentucky, a thoroughbred racing operation and home of
the Kentucky Derby.

New Ratings Assigned:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

$250 million senior unsecured notes 2021 at B1 (LGD 5, 77%)

Speculative Grade Liquidity rating at SGL-1

Stable rating outlook

Ratings Rationale:

Churchill's Ba3 Corporate Family Rating considers the strong
history, popularity and performance stability of the Kentucky
Derby, the company's annual thoroughbred live horse racing event
held at Churchill Downs in Louisville, Kentucky. Also supporting
the rating is Moody's expectation that Churchill will continue to
generate substantial cash flow after interest, taxes, capital
expenditures and dividends as well as maintain its relatively low
leverage. Pro forma debt/EBITDA (incorporating Moody's standard
adjustments) is about 2.5 times. In addition to the new note
offering, this pro forma calculation includes an estimate of a
full year's worth of EBITDA from the Oxford Casino located in
Oxford, ME that the company acquired for $169 million in July
2013.

Key credit concerns include Moody's opinion that pari-mutuel horse
racing, casino gaming, entertainment, and online account wagering
on horse racing events a highly discretionary leisure activity
with respect to consumer spending. Additionally, despite
diversification efforts to date, a significant portion of
Churchill's revenues and earnings still come from activities
related to the Kentucky Derby.

The B1 rating on Churchill's proposed notes, one notch lower than
the company's Corporate Family Rating, acknowledges the potential
for a considerable amount of secured debt ahead of it in the
capital structure. The company has a $500 million senior secured
revolving credit facility, approximately $80 million of which will
be drawn pro forma for the note offering, that Moody's expects the
company will use to fund expansion and diversification
opportunities.

The stable rating outlook considers Moody's expectation that the
company will continue to maintain debt/EBITDA at/or below 3.0
times over the long-term, while recognizing that there may be
short periods where debt/EBITDA rises above 3.0 times as a result
of acquisition activity.

The stable rating outlook also takes into account Churchill's very
good liquidity profile, as indicated by its SGL-1 Speculative
Grade Liquidity Rating. In addition to the company's positive free
cash flow profile and significant availability under its revolver,
there will be no significant long-term debt maturities until the
proposed notes mature in 2021. Additionally, Moody's expects
Churchill will easily maintain compliance with the leverage-based
and coverage-based maintenance covenants contained in its bank
agreement.

Although Churchill has achieved the financial metrics it needs to
achieve a higher rating, an upgrade would require that the company
achieve a greater degree of earnings diversification, while
continuing to maintain debt/EBITDA at/or below 3.0 times. A
negative rating action could result if, for any reason, Moody's
believes debt/EBITDA will rise to and remain at/or above 4.5
times.


CLEARWIRE COMMUNICATIONS: Fitch Rates Exchangeable Notes 'BB+'
--------------------------------------------------------------
Fitch Ratings assigns the following ratings to Clearwire
Communications LLC:

-- Issuer Default Rating (IDR) 'B+';
-- 8.25% exchangeable notes due 2040 'BB+/RR1';
-- 14.75% first priority senior secured notes due 2016 'BB+/RR1'.

The Rating Outlook is Stable.

In addition, Fitch has affirmed the IDR and long-term debt ratings
with a Stable Outlook at Sprint Corporation (Sprint), Sprint
Communications Inc. and Sprint Capital Corp. A full list of
ratings follows at the end of this release.

The ratings for Clearwire's $300 million first priority secured
notes and $629 million exchangeable notes reflect the substantial
overcollateralization of spectrum assets underlying the debt since
the $2.8 billion redemption of Clearwire secured notes at the
beginning of December 2013. Clearwire's spectrum holdings total in
excess of 47 billion MHz-POPs consisting of approximately 41%
owned and 59% leased spectrum. Both notes benefit from a full and
unconditional guarantee by the Issuers' wholly-owned direct and
indirect domestic subsidiaries that own the spectrum assets. In
addition, as part of the consent solicitation, Sprint Corporation
and Sprint Communications Inc. provide a unconditional guarantee
to the 2040 exchangeable notes.

Key Rating Drivers:

The rating affirmation reflects Fitch's view that Sprint's
financial profile will remain weak through at least 2014 due to
the significant cash deficit during the next two years and the
associated debt borrowing that has substantially increased
leverage. Sprint estimated this deficit at approximately $10
billion in its June 2013 proxy filing driven by $16 billion in
capital investment to keep pace with growing industry demand and
the competitive environment.

Fitch believes the cumulative $28 billion in capital spending the
next four years also reflects the underinvestment in Sprint's
network and the need to accelerate the deployment of capital to
improve Sprint's competitive position. Looking forward, as Sprint
leverages it cost reduction efforts, significant margin expansion
should occur in the 2014 and 2015 timeframe. Cost reduction
efforts could drive up to $2 billion in savings. The improved cash
generation when coupled with reduced capital investment should
allow for the company to strengthen its financial profile,
including the potential to generate free cash flow by the end of
2015. Leverage is expected to be at upper end of the 5x range for
2013 before declining in 2014.

Operational Trends:

Sprint also faces material execution risk across the numerous
strategic objectives that the company is pursuing. Fitch remains
concerned with postpaid gross additions trends that were
negatively affected in the past due to the recapture of its iDEN
subscribers and aggressive LTE marketing by its competitors.
Sprint will continue to face postpaid subscriber headwinds into
2014 due to the negative effect from mixed accounts (iDEN and
Sprint platform), network vision related churn, competitive
environment and lack of density with its LTE footprint.

As such, postpaid revenue will remain pressured and Sprint will
need to find ways to reinvigorate growth in 2014 as competitive
intensity remains high among the national and wholesale providers
for postpaid typed subscribers.

The accelerated network investment to improve capacity, data
bandwidth and customer experience is a key strategic component of
Sprint plans. This includes Sprint plans to deploy Clearwire's 2.5
GHz spectrum over the next several years to increase both capacity
and bandwidth. The company hopes the improved network when
combined with its differentiated unlimited plan and Softbank's
expertise will increase its share of industry gross additions.
Fitch believes Verizon and AT&T Wireless are currently much better
positioned to leverage their scale, capital investment, subscriber
bases and spectrum portfolios to capture additional share and
monetize future growth, particularly through the share data plans.

Consequently, Sprint's challenge is magnified, as industry
postpaid and prepaid additions are expected to contract further as
the industry matures. Additional avenues for incremental revenue
growth include mobile broadband/tablet devices and machine-to-
machine opportunities.

Liquidity, Maturities & Financial Covenants:

For the third quarter of 2013, Sprint's liquidity position is
supported by $7.5 billion of cash and short-term investments and
$2.1 billion borrowing capacity under a five-year $3 billion
revolving credit facility due 2018. Letters of credit outstanding
were $915 million. Sprint also maintains a second tranche of a
$500 million vendor financing facility that became available for
borrowing on April 1, 2013. As of September 30, 2013, up to $174
million was available through May 31, 2014.

Fitch expects Sprint will maintain at least $2 billion of cash
going forward to maintain adequate liquidity for its strategic
plans. Sprint's current cash position will help fund on-going
operating deficits related to the capital investment and the
expected auction for TV broadcast spectrum. Debt refinancing and
redemptions have significantly reduced Sprint's maturity profile
from previous years. During the next four years, $385 million,
$704 million, $2,505 million and $2,402 million of debt comes due,
respectively.

After considering the $6.5 billion offering Sprint raised in
September 2013, the company disclosed there was risk that Sprint
would exceed the 6.25x leverage Ratio at Sept. 30, 2013.
Accordingly, Sprint obtained a limited waiver until Dec. 31, 2013
from each of the lenders under the credit facilities that allowed
Sprint to exclude $4.5 billion of indebtedness from the leverage
ratio calculation. This enabled Sprint to be in compliance with
the financial covenant at 5.4x for Sept. 30, 2013. As a
requirement under the waivers, Sprint maintained a segregated
reserve account that was used to retire existing Clearwire
indebtedness in December.

The unsecured credit facilities at Sprint benefit from upstream
unsecured guarantees from all material subsidiaries. The credit
agreement allows carve-outs for indebtedness composed of unsecured
guarantees that are expressly subordinated to the credit facility.
The unsecured junior guaranteed debt is senior to the unsecured
notes at Sprint Nextel and Sprint Capital Corporation. The
unsecured senior notes at these entities are not supported by an
upstream guarantee from the operating subsidiaries.

The $1 billion vendor financing facility is jointly and severally
borrowed by all of the Sprint subsidiaries that guarantee the
Sprint credit facility, Export Development Canada loan and junior
guaranteed notes. The facility additionally benefits from a parent
guarantee and first priority lien on certain network equipment.
This places the vendor facility structurally ahead of the
unsecured notes.

Sensitivity/Rating Drivers:

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

-- Execution on cost reduction opportunities leading to expansion
    in operating EBITDA margins approaching 20%;

-- Improvement in cash generation such that FCF prospects for the
    year are approaching breakeven to positive;

-- Improved FFO interest coverage approaching 4x;

-- Improved FFO adjusted leverage approaching 4x;

-- Additional infusions of capital by Softbank;

-- Improvement in postpaid churn by at least 10-20 basis points;

-- Positive trends in gross addition share.

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

-- Lack of an expected turn-around in FCF generation with
    persistent negative trends;

-- Aggressive spectrum purchases that would increase leverage
    over 5.5x on a sustained basis;

-- Postpaid subscriber trends materially weaken;

-- Gross addition share gains fail to materialize;

-- Additional material acquisitions.

Fitch affirms the ratings of Sprint Corporation and its
subsidiaries as follows:

Sprint Corporation

-- IDR at 'B+';
-- Senior unsecured notes at 'B+/RR4'.

Sprint Communications Inc.

-- IDR at 'B+';
-- $3 billion senior unsecured credit facility 'BB/RR2';
-- Junior guaranteed unsecured notes at 'BB/RR2';
-- Senior unsecured notes at 'B+/RR4'.

Sprint Capital Corporation

-- IDR at 'B+';
-- Senior unsecured notes at 'B+/RR4'.

Fitch rates the following:

Clearwire Communications LLC

-- IDR 'B+';
-- Senior unsecured notes 'BB+/RR1';
-- First priority senior secured notes 'BB+/RR1'.


COACTIVE HOLDINGS: Moody's Hikes 1st Lien Notes rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service affirmed CoActive Holdings LLC's
Corporate Family Rating and Probability of Default Rating at Caa1
and Caa2-PD, respectively. At the same time, Moody's upgraded the
ratings on the company's first lien credit facility to B2 from B3
while affirming the Caa2 rating on the second lien term loan
facility. The upgrade of the first lien credit facility primarily
reflects the company's ongoing improvement in business performance
and Moody's associated expectation for a higher recovery rate on
the facilities if the company is unable to remain a going concern.
The rating outlook remains stable.

The follow ratings for CoActive Holdings LLC have been upgraded:

$25 million senior secured 1st lien revolver expiring July 2014
to B2 (LGD2, 17%) from B3 (LGD2, 23%); and

$141 million senior secured 1st lien term loan due July 2014 to
B2 (LGD2, 17%) from B3 (LGD2, 23%);

The follow ratings for CoActive Holdings LLC have been affirmed
(with point estimate changes):

Corporate Family Rating (CFR) at Caa1;

Probability of Default Rating (PDR) at Caa2-PD;

$54 million senior secured 2nd lien term loan due July 2015 at
Caa2 (to LGD4, 56% from LGD4, 58%)

Ratings Rationale:

CoActive's Caa1 Corporate Family Rating (CFR) and Caa2-PD
Probability of Default Rating (PDR) continue to reflect its high
financial leverage, near term debt maturities and default risk
over the next 12 months. The CFR also reflects the company's small
scale, exposure to cyclical end-markets, and weak liquidity
profile highlighted by meaningful revolver reliance and maturity
of the facility within one year. The rating is supported by
expectations for improved credit metrics, largely stemming from
the company's ongoing cost reduction initiatives featuring
consolidation of its manufacturing footprint. The ratings are also
supported by CoActive's diversification with respect to products
and end-markets, as well as its blue-chip customer base. Further,
Littlejohn's demonstrated support of CoActive through equity cures
and their ongoing involvement in the company's liquidity
management and operational restructuring partially mitigates the
weak credit metrics and liquidity profile. The December 2012
amendment to the company's credit facilities temporarily improved
its liquidity position by extending the maturity of the revolver
and the conversion of interest on the second lien term loan to
entirely PIK interest from cash interest, but the revolver and
first lien term loan are coming due in the next 12 months and
present default risk. Moody's has utilized a 65% mean family
recovery rate assumption reflecting an expectation for above
average family recovery in a default scenario.

The stable outlook reflects Moody's view that profitability and
credit metrics will continue to improve in 2014 driven by healthy
customer demand and cost saving initiatives. Nevertheless, Moody's
expects credit metrics to remain weak and the risk of default
remains significant. The ratings could be downgraded if the
company fails to grow EBITDA in 2014, liquidity weakens or asset
sales are consummated at a price that indicates a lower family
recovery assumption is warranted. The ratings could be upgraded if
CoActive materially grows its EBITDA, improves its liquidity
profile and refinances its capital structure at more sustainable
leverage levels.

CoActive Technologies Inc. (CoActive) is primarily engaged in
manufacturing electronic components such as switches and controls
serving a wide variety of end-markets that include off-road,
consumer electronics, automobile, medical, aerospace and other
industrial distribution channels. The company currently operates
two business segments; C&K Components (C&K) and Deltatech Controls
(DTC). CoActive was the former Switches Business of ITT
Corporation and was purchased in July 2007 by Littlejohn & Co.,
LLC (Littlejohn). CoActive generated revenues in excess of $230
million during the twelve months ended September 28, 2013.


CONNECTICUT DEALER STATIONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Connecticut Dealer Stations Management LLC
        25 Saint Charles Street
        Thornwood, NY 10594

Case No.: 13-23994

Chapter 11 Petition Date: December 9, 2013

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Anne J. Penachio, Esq.
                  PENACHIO MALARA LLP
                  235 Main Street, Sixth Floor
                  White Plains, NY 10601
                  Tel: (914) 946-2889
                  Fax: (914) 946-2882
                  Email: apenachio@pmlawllp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


DEATH ROW: Trustee Aims to Start Paying Creditors
-------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that creditors of Death Row Records and Marion "Suge" Knight may
soon see their first payment in nearly eight years, although one
obstacle could come from none other than the rapper Dr. Dre.

According to the report, lawyers representing the rapper, whose
given name is Andre Young, recently notified a bankruptcy judge
that they'd file a $3 million claim on the rapper's behalf in the
bankruptcy cases of the record label and its founder, Mr. Knight.
The claim seeks payment for records sold during the bankruptcy
case, according to court papers.

Dr. Dre's lawyers said they'd ask that the claim be paid ahead of
other creditors, which they acknowledged could "significantly
impact" an ongoing effort to get a payment out to those creditors
soon, the report related.

R. Todd Neilson, the bankruptcy trustee overseeing the
liquidations of Death Row and Mr. Knight, next week is slated to
ask a Los Angeles bankruptcy judge for permission to distribute
more than $4 million to creditors, among them the mother of
deceased rapper Tupac Shakur, the report said.

Those creditors have been waiting in line for payment since April
2006, when Mr. Knight and his record label -- known for putting
out albums by Tupac, Dr. Dre and Snoop Dogg -- sought court
protection, the report further related.

Headquartered in Compton, California, Death Row Records Inc.
-- http://www.deathrowrecords.net/-- is an independent record
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection (Bankr. C.D. Cal. Case No. 06-11205 and
06-11187) on April 4, 2006.  Daniel J. McCarthy, Esq., at Hill,
Farrer & Burrill, LLP, and Robert S. Altagen, Esq., represent the
Debtors in their restructuring efforts.  R. Todd Neilson serves as
chapter 11 Trustee for the Debtors' estate.  The U.S. Trustee for
Region 17 appointed creditors to serve on an Official Committee of
Unsecured Creditors.  The Committee selected Pachulski Stang Ziehl
& Jones as its counsel.  When the Debtors filed for protection
from their creditors, they listed total assets of $1,500,000 and
total debts of $119,794,000.


DETROIT, MI: Ruling on Appeal Scheduled for Dec. 16
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether Detroit's progress toward a debt-adjustment
plan is delayed by six months or possibly more will be decided at
a Dec. 16 hearing in U.S. Bankruptcy Court.

According to the report, that's the day the bankruptcy judged
scheduled a hearing to decide if he will grant a request by city
workers and pension systems for an immediate appeal to the U.S.
Circuit Court of Appeals in Cincinnati from his ruling last week
that the city is eligible for Chapter 9 municipal bankruptcy.

It's not clear that the workers and pension funds are even
entitled to an appeal at this juncture. That's an issue either the
bankruptcy judge or district judge also must determine.

If the bankruptcy judge or district judge grants an immediate
appeal to the circuit court, there will be no intermediate appeal
in district court.

The city's emergency manager has said he will file a plan in
January. Practically speaking, whether he could move ahead with
the plan if there is an appeal is yet to be seen. Although
procedures can be expedited, appeals to circuit courts ordinarily
take a minimum of about six months.

                 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.


DREIER LLP: Chapter 11 Trustee Hires Dickstein Shapiro as Counsel
-----------------------------------------------------------------
Sheila M. Gowan, the Chapter 11 trustee for the estate of Dreier
LLP, seeks authorization from the Hon. Stuart M. Bernstein of the
U.S. Bankruptcy Court for the Southern District of New York to
employ Dickstein Shapiro LLP as special trial counsel, nunc pro
tunc to Nov. 1, 2013.

The Trustee proposes to retain Dickstein Shapiro as special trial
counsel to represent her in connection with, and at the trials of,
the Westford/Amaranth Actions.  The services Dickstein Shapiro
will provide to the Trustee include all tasks necessary or
appropriate in connection with preparing for, and conducting the
trials of, each of the Westford/Amaranth Actions, including, but
not limited to:

    (a) drafting, filing and arguing any pretrial motions;

    (b) drafting and filing pretrial briefs;

    (c) serving as first chair trial counsel in the trials of the
        Westford/Amaranth Actions;

    (d) conducting any post-trial proceedings relating to the
        Westford/Amaranth Actions; and

    (e) advising the Trustee in connection with the litigation,
        any mediation or settlement, or other resolution of either
        of the Westford or Amaranth Actions.

In this capacity, Dickstein Shapiro will collaborate closely with
Reid Collins & Tsai LLP, the Trustee's special litigation counsel,
to avoid any duplication in services provided to the Trustee.

Dickstein Shapiro will be paid at these hourly rates:

       Eric B. Fisher                  $670
       Counsel and Associates        $250-$585
       Paraprofessionals             $110-$365

Dickstein Shapiro will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Eric B. Fisher, Esq., partner of Dickstein Shapiro, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the Southern District of New York will hold a
hearing on the engagement on Dec. 20, 2013, at 12:00 p.m.
Objections, if any, are due Dec. 13, 2013, at 4:00 p.m.

Dickstein Shapiro can be reached at:

       Eric B. Fisher, Esq.
       DICKSTEIN SHAPIRO LLP
       1633 Broadway
       New York, NY 10019-6708
       Tel: (212) 277-6681
       Fax: (917) 677-8188
       E-mail: fishere@dicksteinshapiro.com

              About Marc Dreier and Dreier LLP

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

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

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

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


EAGLE BULK: Shipping Companies Enlist Restructuring Advisers
------------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
two shipping companies have enlisted restructuring advisers after
key creditors sold large blocks of debt to distressed investors
amid balance sheet concerns.

According to the report, battered by rough seas in the industry
over the past couple of years, New York based dry-bulk shippers
Eagle Bulk Shipping Inc. and Genco Shipping & Trading Ltd. are
working with advisers to pare down their debts, according to
people familiar with the matter.

Eagle Bulk, with a debt load of about $1.2 billion, tapped
restructuring advisers at investment bank Moelis & Co. and law
firm Milbank, Tweed, Hadley & McCloy LLP within the past few days,
the report said.

The hirings come about a month after Royal Bank of Scotland Group
PLC sold its roughly $800 million debt position in Eagle Bulk at
close to 90 cents on the dollar, people familiar with the
transaction said, adding that investment firms Oaktree Capital
Management, Centerbridge Partners LP and Canyon Partners LLC
bought the majority of the debt, the report related.

It is unusual for investment firms to buy debt of distressed
companies at such high prices, these people added, but a lack of
activity in the distressed market could be a catalyst, the report
further related.  Distressed investors are known for buying debt
at very discounted rates, sometimes as low as pennies on the
dollar and up to around 75 cents on the dollar.

Eagle Bulk Shipping Inc. is engaged in the ocean transportation of
dry bulk cargoes worldwide through the ownership, charter and
operation of dry bulk vessels. The Company's fleet is comprised of
Supramax and Handymax drybulk carriers and the Company operates
its business in one business segment.

New York-based Genco Shipping & Trading Limited (NYSE: GNK)
transports iron ore, coal, grain, steel products and other drybulk
cargoes along worldwide shipping routes.  Excluding Baltic
Trading's vessels, Genco owns a fleet of 53 drybulk vessels,
consisting of nine Capesize, eight Panamax, 17 Supramax, six
Handymax and 13 Handysize vessels, with an aggregate carrying
capacity of approximately 3,810,000 dwt.  In addition, its
subsidiary Baltic Trading Limited currently owns a fleet of nine
drybulk vessels, consisting of two Capesize, four Supramax, and
three Handysize vessels.


EDGEN GROUP: Moody's Hikes CFR to Ba3 & Sec. Notes Rating to B1
---------------------------------------------------------------
Moody's Investors Service upgraded Edgen Group's corporate family
rating to Ba3 from B3, its probability of default rating to Ba3-PD
from B3-PD and the rating on its senior secured notes to B1 from
Caa1. Moody's maintained the company's Speculative Grade Liquidity
Rating of SGL-3. The ratings outlook is stable. This concludes the
review for possible upgrade initiated on October 1, 2013 following
the announcement of the planned acquisition of the company by
Sumitomo Corporation of America (A2 stable), which closed on
November 20, 2013.

The following actions were taken:

Corporate family rating, upgraded to Ba3;

Probability of default rating, upgraded to Ba3-PD;

$540 million senior secured notes due 2020, upgraded to B1
(LGD 4, 60%)

Outlook is stable

Ratings Rationale:

The upgrade of Edgen Group's ratings reflect the implicit support
conveyed by Sumitomo Corporation of America (SCOA) since Edgen is
now a a majority owned subsidiary of SCOA and an indirect wholly
owned subsidiary of Sumitomo Corporation (A2 stable). The
acquisition of Edgen is in line with Sumitomo's strategy to
enhance its oil country tubular goods (OCTG) global distribution
platform and its strategic position in the US oil and gas sector.
The acquisition provides an uplift to Edgen's ratings given
Sumitomo' strong credit profile and its likely financial and
liquidity support to Edgen. The ratings upgrade also reflects
Sumitomo's decision to inject $200 million of cash into Edgen
through the purchase of newly issued shares and the use of those
proceeds by Edgen to retire 35% ($189 million) of its senior
secured notes. However, Edgen's ratings remain well below
Sumitomo's since it also incorporates its elevated leverage,
exposure to highly competitive and cyclical end markets, recent
weak operating results, low profit margins and the fact that SCOA
is not providing a guarantee on the senior secured notes.

Edgen has experienced a significant decline in revenues and EBITDA
in the first nine months of 2013 driven by reduced demand and
lower prices. Demand has been weak due to tepid spending by large
upstream and midstream customers driven by low domestic natural
gas prices and generally sluggish global economic conditions. The
weaker demand combined with increased domestic oil country tubular
goods (OCTG) supply and elevated OCTG import levels has led to
increased competitive pressure and lower product prices. These
factors have resulted in an 18% decline in revenue to $1.26
billion and a 40% reduction in adjusted EBITDA to $65 million.
Moody's expects market conditions to remain sluggish for the
remainder of 2013 and expect the company to produce EBITDA of
about $85 million to $90 million versus $144 million last year.

Operating results should improve in 2014 driven by increased
offshore rig construction and improved OCTG market conditions. The
worldwide offshore rig count has remained at a high level this
year and should continue to be supported by elevated oil prices
and increased global energy consumption. This should lead to more
project opportunities for the company's Edgen Murray subsidiary.
The company's Bourland & Leverich OCTG distribution business is
likely to benefit from the final outcome of the trade case filed
against nine nations that export OCTG products to the US. The
International Trade Commission (ITC) determined in a unanimous
vote in August 2013 that there is a reasonable indication that the
domestic OCTG industry is being materially injured by imports.
Moody's believes a positive outcome is likely for the industry,
which could have a material positive impact since imports account
for approximately 50% of domestic OCTG consumption and the
countries identified in this trade case account for about 50% of
imports. Therefore, Moody's is projecting that Edgen will produce
EBITDA of about $110 million in 2014. The increase in EBITDA along
with the redemption of $189 million of senior secured notes should
lead to an improvement in Edgen's credit metrics with its adjusted
leverage ratio (Debt/EBITDA) declining to about 4.6x by the end of
2014 from 7.0x at September 30, 2013. Its interest coverage ratio
(EBITDA-CapEx/Interest Expense) should rise to about 2.3x from
1.1x currently. Edgen's credit metrics are expected to remain
somewhat weak for the company's ratings as its operating results
remain well below the peak of $144 million of EBITDA produced in
2012. However, the implicit support provided by Sumitomo provides
an uplift to the ratings.

Edgen's stable outlook reflects Moody's expectation that the
company's operating results will gradually improve and result in
stronger credit metrics over the next 12 to 18 months. It also
considers the resilience of the distribution business model, which
in a downturn should benefit from cash generated through reduced
working capital.

An upgrade of Edgen Group is possible if operating results improve
substantially or Sumitomo provides additional funds to reduce
debt, which leads to improved cash flow and credit metrics. This
would include the company's debt-to-EBITDA ratio declining below
3.8x and its retained cash flow increasing to more than 8% of
total debt on a sustainable basis.

A downgrade could be triggered if operating results remain weak
and (EBITDA-CapEx)/Interest Expense remains below 1.5x or debt-to-
EBITDA is sustained above 5.0x.

Edgen Group, Inc. is a global distributor of specialized steel
products and services to the energy and industrial infrastructure
markets through its Edgen Murray Corporation and Bourland &
Leverich subsidiaries. Edgen Murray is a global distributor of
high performance pipe, plate, valves and related components to the
upstream, midstream and downstream oil and gas sector, power,
civil construction and mining industries. Bourland & Leverich is a
provider of oil country tubular goods (OCTG) to the upstream
conventional and unconventional onshore drilling market in the
United States. Edgen Group, Inc. is headquartered in Baton Rouge,
Louisiana and generated revenues of approximately $1.8 billion for
the twelve month period ended September 30, 2013. Edgen Group,
Inc. is a majority owned subsidiary of Sumitomo Corporation of
America and an indirect wholly owned subsidiary of Sumitomo
Corporation.


ELCOM HOTEL: Miami Condo's $13MM Bankruptcy Sale Wins Judge's Nod
-----------------------------------------------------------------
Law360 reported that Miami hotel and condominium development One
Bal Harbour inched closer to exiting Chapter 11 protection when a
Florida bankruptcy judge signed off on a $13.4 million sale of the
building's common areas to the homeowners' association.

According to the report, U.S. Bankruptcy Judge Robert A. Mark
approved the result of last week's auction in which the One Bal
Harbour residential association beat out an entity owned by Thomas
Sullivan, the largest shareholder of the property's bankrupt
operator Elcom Hotel & Spa LLC, and stalking horse bidder
Stoneleigh Capital LLC.

                        About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' chief restructuring officer.  Barry E. Mukamal and
Marcum, LLP serve as accountants and financial advisors.  The
Barthet Firm is the special litigation collections counsel.

Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, late last week
submitted a revised disclosure statement filed in conjunction with
its proposed liquidating plan. The revised disclosure statement
indicates that unsecured creditors are still divided into two
classes under the Plan.  The Plan contemplates that holders of
general unsecured claims (expected to total $14 million to $79.1
million) will have a recovery of 0% to 18%, which will be funded
from the pro rata distribution of "net free cash" and proceeds of
causes of action and remaining assets.  Holders of general
unsecured vendor claims (estimated at $500,000 to $971,000) --
those vendors who have unsecured claims who agree to continue do
business with the Debtors -- will have a recovery of 50%, which
will be funded from the 50% distribution from "net free cash."


ENTERGY CORP: State Rejects Part of Plan to Shed Transmission Biz
-----------------------------------------------------------------
Rebecca Smith, writing for The Wall Street Journal, reported that
Entergy Corp.'s plan to shed its electricity-transmission business
hit a wall on Dec. 10 when regulators in Mississippi rejected the
transfer of the big utility's transmission assets to another
company.

According to the report, Mississippi was the first state to rule
on the proposed transfer, part of a larger assets-for-stock deal.
News of the state's decision and speculation that it could kill
the deal pushed Entergy's shares down 1.8% on Dec. 10 to $61.30.

In late 2011 Entergy said it planned to transfer ownership of
about 15,000 miles of power lines in Mississippi, Arkansas, Texas
and Louisiana, where it owns utilities, to ITC Holdings Corp., the
nation's largest independent transmission company, the report
related.

In exchange, Entergy shareholders would get a controlling interest
in Michigan-based ITC, formed a decade ago with the acquisition of
transmission lines from Detroit Edison Co., the report said.

The transfer would double the size of ITC, whose lines move
electricity across Michigan, Iowa, Minnesota, Illinois, Missouri,
Kansas and Oklahoma, the report further related.

New Orleans, La.-based Entergy Corporation (NYSE: ETR) is an
integrated energy company engaged primarily in electric power
production and retail distribution operations. Entergy owns and
operates power plants with approximately 30,000 megawatts of
electric generating capacity, including more than 10,000 megawatts
of nuclear power, making it one of the nation's leading nuclear
generators. Entergy delivers electricity to 2.8 million utility
customers in Arkansas, Louisiana, Mississippi and Texas.


EXCEL MARITIME: Exclusive Periods Extension Approved
----------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Excel Maritime Carriers' motion to extend the exclusive period
during which the Company can solicit acceptances for its plan
through and including Feb. 17, 2014.

As previously reported, "The Debtors' chapter 11 cases involve
hundreds of parties in interest and a complex capital structure
consisting of approximately $771 million in senior secured debt,
$150 million in unsecured convertible notes, and $4.3 million in
unsecured interest rate swap liabilities.  In addition to the
sheer size of these chapter 11 cases, the Debtors' reorganization
involves a number of complex issues, many of which will be
addressed as part of the Debtors' amended chapter 11 plan.
Although the Debtors have accomplished a great deal in a
relatively short period of time, the Debtors require an extension
of the Exclusive Period."

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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

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


EXPERIENT CORPORATION: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Experient Corporation
        295 Clayton St Ste 200
        Denver, CO 80206-4811

Case No.: 13-30169

Chapter 11 Petition Date: December 9, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Michael E. Romero

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: ( ) 303-572-1010
                  Email: jweinman@epitrustee.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by William O'Neil, president.

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


EXTREME REACH: Moody's Assigns B2 Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service assigned to Extreme Reach, Inc. ("ER" or
the "company") a first-time B2 Corporate Family Rating (CFR) and
B2-PD Probability of Default Rating (PDR). Concurrently, Moody's
assigned a Ba2 rating to the proposed 5-year $30 million first-out
senior secured revolver, B1 rating to the 6-year $350 million
first-lien senior secured term loan B and Caa1 rating to the 7-
year $115 million second-lien senior secured term loan. The rating
outlook is stable.

Proceeds from the new credit facilities together with a $46
million follow-on equity infusion from private equity sponsor,
Spectrum Equity (after its initial $51 million investment in May
2013), will be used to finance the acquisition of Digital
Generation's (B2 developing) television advertising distribution
business for $485 million (the "DG acquisition"). Subject to DG
shareholder approval, the DG acquisition is expected to close
during the first calendar quarter of 2014.

Ratings Assigned:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

$30 Million Senior Secured First-Out Revolver due 2019 -- Ba2
(LGD-1, 1%)

$350 Million First-Lien Senior Secured Term Loan B due 2020 -- B1
(LGD-3, 40%)

$115 Million Second-Lien Senior Secured Term Loan due 2021 --
Caa1 (LGD-6, 90%)

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's.

Ratings Rationale:

Extreme Reach's B2 CFR reflects the company's brief operating
history, limited track record as a profitable company, relatively
modest revenue base, and potential challenges associated with the
12-month integration of the Digital Generation (DG) television
distribution assets, which requires the gradual migration of DG's
customers to ER's cloud-based Software-as-a-Service (SaaS)
technology platform. It also captures the mature growth profile of
the DG television business (which will represent about 85% of ER's
TV business after the acquisition) as advertising agencies and
advertisers increasingly allocate more advertising spend away from
traditional television to online, mobile and social media
platforms. The B2 CFR embeds the ongoing pressure on DG's price
per High Definition (HD) television delivery, its continued
delivery losses and the intensifying competitive landscape in
digital content distribution as large cloud-based players with
lower cost structures, including ER, enter and consolidate the
space. Moody's believes advertising distribution models are
susceptible to constantly evolving technologies and content
delivery methods as well as changing consumer engagement patterns.
Further, there has been significant M&A activity among advertising
agencies, which are ER's main clients. Moody's believes, over
time, much of the benefit from agencies' increased scale will be
derived from negotiating better ad rates for customers' media
placements across various distribution platforms, potentially
placing downward pressure on the company's pricing.

These concerns are mitigated by ER's efficient and scalable cloud-
based workflow platform that provides an integrated cross-media ad
delivery model. This enables ER to provide one-stop shopping
solutions to its customers for all aspects of campaign management,
video advertising supply chain delivery and measurement across
television, online and mobile channels. Despite the potential for
cloud-computing models to be vulnerable to service disruptions,
Moody's believes ER's cloud-software model has created a better
value proposition for distributing and optimizing video
advertising campaigns across multiple channels compared to
traditional satellite/hardware-based delivery. As a result, ER has
experienced rising deliveries via strong customer adoption from
blue-chip brands, market share gains and solid customer retention.
The rating also recognizes ER's management team's deep domain
expertise and prior experience managing the DG assets. Further
supporting the B2 rating is Moody's expectation for an improving
variable expense structure, modest working capital and low capex
requirements, resulting in high conversion of EBITDA to free cash
flow.

During the 12 months after transaction closing, however, free cash
flow will be negative due to a significant increase in working
capital associated with accounts receivable that will not be
acquired with the DG acquisition, and one-time costs to achieve
roughly $27 million in synergies, requiring a draw under the
revolver. Given Moody's expectation for modest debt reduction over
the rating horizon, Moody's anticipates financial leverage will
increase to about 5x adjusted total debt to EBITDA by year end
2014 from about 4.5x as of March 2014 (pro forma for the expected
closing schedule, debt financing and combined company LTM EBITDA)
due to EBITDA contraction at the DG asset and revolver borrowings
during the 12-month integration, before declining to the 4x range
by year end 2015. Notwithstanding the 1% quarterly amortization
requirement on the first-lien term loan in the first year, Moody's
expects Moody's adjusted debt to EBITDA will remain in the 4x-5.5x
range during the 12-18 month period following closing given that
the 10% amortization requirement and 75% excess cash flow sweep
become operative after fiscal 2014. Since the business model is
highly profitable and requires minimal capital investment, the
company is expected to produce positive free cash flow in 2015,
which Moody's anticipates will be used to repay debt. Adequate
liquidity is supported by pro forma cash balances of about $25
million at closing as well as access to a $30 million revolver
that Moody's expects will be largely drawn shortly after closing.

Rating Outlook

The stable rating outlook reflects Moody's expectation that ER's
cloud-based distribution business will remain relatively stable as
increasing volumes should offset HD pricing pressures, declining
SD volumes and customer attrition; and the company will continue
to grow its talent rights management business and capture an
increasing share of online video distribution as ad dollars shift
to digital media. Moody's expects total debt to EBITDA ratios will
be sustained between 4x-5.5x (Moody's adjusted) over the 12-18
month period following transaction closing with anticipated
positive free cash flow thereafter applied towards debt reduction
resulting in adjusted leverage at the 4x level by year end 2015.
Moody's also expects the company will maintain adequate liquidity
with the potential for small tuck-in acquisitions, and will avoid
dividend payments and recapitalizations over the rating horizon.

What Could Change the Rating UP

Given the ongoing pricing pressures in the HD segment and volume
declines in the SD segment of the industry, an upgrade is unlikely
over the near-term. Over the longer-term, however, ratings could
be upgraded if Extreme Reach were to: (i) increase scale; (ii)
maintain and grow its leading market position in television ad
distribution; (iii) lengthen its track record of profitability;
and (iv) demonstrate EBITDA margin expansion by effectively
reducing costs as HD pricing declines (or via HD price
stabilization) and successfully transitioning the DG customer base
onto its cloud-based ad delivery platform with minimal attrition.

What Could Change the Rating DOWN

Ratings could be downgraded if revenue or EBITDA were to fall
short of Moody's expectations due to general economic weakness,
decreasing demand from ad agencies, or pricing erosion delaying
deleveraging such that adjusted total debt to EBITDA ratios do not
reach at least 4x by year end 2015. Heightened acquisition
activity or margin erosion resulting in weakened liquidity or
deterioration in EBITDA cushion relative to financial maintenance
covenants could also lead to a downgrade. Sizable dividends
resulting in negative free cash flow or reduced liquidity could
also place downward pressure on ratings.

With headquarters in Needham, MA, Extreme Reach provides Software-
as-a-Service (SaaS) based video advertising solutions across
television, online and mobile channels that facilitate the
management and delivery of multi-screen ad campaigns, talent
rights management and billing services for over 2,400 advertising
agencies and advertisers. The company is owned by a consortium of
private equity sponsors including Spectrum Equity, Village
Ventures, Greycroft Partners and Long River Ventures, as well as
ER management. For the twelve months ended September 30, 2013,
revenue totaled $49 million. ER intends to acquire Digital
Generation's (DG) television advertising distribution business for
$485 million, which is expected to close in the first calendar
quarter of 2014. For the twelve months ended September 30, 2013,
the DG television assets produced total revenue of $227 million.


FIBERTOWER NETWORK: To Present Plan for Confirmation Jan. 15
------------------------------------------------------------
FiberTower Network Services Corp. and its debtor-affiliates
scheduled a Jan. 15 hearing to consider confirmation of their
reorganization plan after receiving approval of disclosure
materials last week.

Judge D. Michael Lynn in his Dec. 5, 2013 order approving the
explanatory disclosure statement, ruled that:

   -- the voting record date will be set as of Nov. 28, 2013.

   -- the voting solicitation package will be distributed to
      each member of the voting classes by Dec. 11, 2013.

   -- the voting deadline is set as of Jan. 8, 2014, at 5:00 p.m.

   -- objections to confirmation of the Plan may be filed no
      later than Jan. 8, 2014, at 4:00 p.m.

   -- the plan confirmation hearing will be held on Jan. 15, 2014,
      at 1:30 p.m. (prevailing Central Time).

Judge Lynn held a hearing on the disclosure statement Oct. 29.
The judge said at the hearing he is approving the disclosure
statement, subject to certain modifications.  FiberTower,
accordingly, made changes to the plan documents on Dec. 4.

According to the disclosure statement, the Second Amended Joint
Chapter 11 Plan dated Dec. 4, 2013, provides for these terms:

   -- Holders of the remaining $98 million in first-lien notes due
2016 will receive all of the new stock of the reorganized
FiberNetwork, which will give them a recovery of 5.3% to 7.6%.
Including the $33.75 million received by noteholders from the
Debtors between the Petition Date through the Effective Date, the
recovery range would be 30.9% to 33.2%.

   -- Holders of $30 million in convertible notes due 2012 and
unsecured creditors with claims ranging from $4.4 million to $12.2
million are predicted to have 0% recovery.  The 2012 noteholders
and unsecured creditors, however, will receive interests in the
litigation trust.

   -- Holders of existing equity interests won't receive anything.

Following the effective date of the Plan, the Reorganized Debtors
intend to continue the development and utilization of their 24 GHz
and 39 GHz Spectrum Portfolio by working with telecommunication
equipment providers to create products incorporating the spectrum
for carrier and government customers.

The Reorganized Debtors will have authority to commence and pursue
certain causes of action, including pending litigation in
connection with the U.S. Federal Communications Commission's
termination of the Debtors' frequency licenses.  FiberTower has 49
remaining licenses and is in litigation with the FCC to take back
691 licenses FCC terminated last year.

The Plan provides for the creation of a Litigation Trust for the
benefit of holders of Allowed 2016 Deficiency Claims, Allowed 2012
Claims and Allowed General Unsecured Claims.  The Litigation Trust
will have rights to any claims or causes of action arising under
Chapter 5 of the Bankruptcy Code and estate D&O claims.

At the Oct. 29 hearing, the Court, without prejudice, denied the
request of the official committee of unsecured creditors to
prosecute claims against the Debtors' current and former directors
and officers for purported breaches of the fiduciary duty of care
in connection with the termination of the Debtors' FCC licenses.
The Court directed the parties to submit additional briefing with
respect to whether the holders of 2016 claims have a lien on the
estate D&O claims.  As a result of discussions, the Debtors agreed
to amend the Plan to provide that the Estate D&O claims are being
transferred to the litigation trust.

A copy of the Disclosure Statement dated Dec. 4, 2013, is
available for free at:

   http://bankrupt.com/misc/Fibertower_2nd_A_Plan_Outline.pdf

                       About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.

On March 15, 2013, the Court entered an order authorizing the
Debtors to sell assets that are primarily utilized by the Debtors
to provide wireless backhaul services in the State of Ohio to
Cellco Partnership (dba Verizon Wireless) free and clear for $1.5
million.

In May 2013, FiberTower sought and obtained Court authority to
sell their telecommunications equipment and employ American
Communications, LLC, as telecommunications equipment reseller.
According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.


GILEAD SCIENCES: Moody's Revises Ratings Outlook to Positive
------------------------------------------------------------
Moody's Investors Service revised the rating outlook on Gilead
Sciences, Inc. to positive from stable. At the same time, Moody's
affirmed Gilead's Baa1 senior unsecured ratings. This rating
action follows the FDA approval of Sovaldi, Gilead's innovative
treatment for hepatitis C.

Ratings affirmed:

Baa1 senior unsecured notes due 2014, 2016, 2021, 2041

(P)Baa1 senior unsecured shelf

"The positive outlook reflects the potential for a significant
improvement in Gilead's cash flow, financial flexibility, and
business diversity if Sovaldi achieves strong sales results,"
stated Michael Levesque, Moody's Senior Vice President.

Ratings Rationale:

Gilead's Baa1 rating reflects its market leadership in HIV
pharmaceutical products, its high profit margins and its strong
free cash flow. Gilead's two new HIV products -- Stribild and
Complera -- have the potential to become blockbusters over the
next few years, while Atripla and Truvada will continue to be the
backbone of Gilead's presence in HIV. Gilead's new hepatitis-C
drug Sovaldi will reduce the company's concentration in HIV over
time and provide substantial long term growth potential.
Additionally, Gilead's growing late stage pipeline is expanding
into oncology and other specialty areas, potentially increasing
the company's diversity over the long term. Gilead has no
scheduled patent expirations over the next several years.

Offsetting these strengths, the rating reflects extremely high
revenue concentration by product and by therapeutic category. In
addition, a substantial portion of Gilead's revenue base
(primarily Atripla and Truvada) is comprised of products whose
patents are being challenged by generic manufacturers. Although
the barriers to generic entry appear high, the consequences of a
generic launch would be onerous for Gilead given its very high
revenue concentration in Atripla and Truvada until other products
become more significant.

The rating outlook is positive based on the potential for Sovaldi
to significantly expand Gilead's cash flow, financial flexibility,
and business diversity. Moody's could upgrade the ratings if
Gilead is successful in its commercialization of Sovaldi and other
hepatitis-C combination drugs while sustaining strong credit
metrics including debt/EBITDA below 1.5 times and CFO/debt above
50%. Conversely, Moody's could downgrade Gilead's ratings if
debt/EBITDA is sustained materially above 2.0 times. Scenarios
where this could occur include debt-funded share repurchases or
acquisitions, unexpected generic launches affecting the Atripla or
Truvada franchises, or a material setback in the development of
Gilead's hepatitis-C combination drugs.

Headquartered in Foster City, California, Gilead Sciences, Inc.
("Gilead") is a leading global specialty biopharmaceutical
company. Its key therapeutic focus areas include HIV, hepatitis,
and cardiovascular diseases. For the twelve months ended September
30, 2013, Gilead reported total revenues of approximately $10.7
billion.


GULFSTREAM INT'L: Execs to Pay Trustee $1.9M to Settle Lawsuits
---------------------------------------------------------------
Law360 reported that former executives of bankrupt airline
Gulfstream International entered a proposed settlement with the
liquidating trustee to receive a $1.9 million payment on their D&O
insurance policy and submit it to the trustee's fund to avoid
prolonged litigation alleging they breached their duty to the
company.

According to the report, the plan calls for six Gulfstream
International executives -- Thomas McFall, Robert Brown, Gary
Arnold, Gary Fishman, Richard Schreiber and Barry Lutin -- to
cause their D&O liability insurer to pay $1.9 million to
liquidating trustee Kenneth A. Welt.

                  About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on
Nov. 4, 2010.  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed US$15,967,096 in total
assets and US$25,243,099 in total liabilities.

Victory Park provided Gulfstream with up to US$5 million debtor-
in-possession financing to fund the Chapter 11 case.

As reported in the Troubled Company Reporter on May 18, 2011, Dow
Jones' DBR Small Cap said that Victory Park Capital is buckling
again into the airline sector, completing its purchase of
Gulfstream International Group Inc.  A prior bankruptcy court
order said there will be a "structured dismissal" of the Chapter
11 case within 30 days of the completion of the sale.

In December 2011, VPAA Co. dba/Gulfstream International Airlines
disclosed its adoption of a new name and brand: Silver Airways.
The name, along with its crisp and distinctive logotype, exemplify
the airline's dynamic growth potential, as well as its unwavering
commitment to providing highly professional, safe and efficient
operations.


HARDWICK CLOTHES: PBGC Denies It Caused Bankruptcy
--------------------------------------------------
Pension Benefit Guaranty Corporation Chief of Negotiations and
Restructuring Sanford Rich released the following statement on
Dec. 5 on the bankruptcy filing of Hardwick Clothes Inc.

"Recent press reports suggest that our actions pushed Hardwick
into bankruptcy.  This isn't true.  We provide a safety net for
the country's privately run pensions, and we provided that service
to Hardwick.

"They came to us in January 2012 claiming financial hardship, and
asked for a distress termination.  After assessing Hardwick's
finances, we agreed on July 31, 2013 to take over paying pension
benefits for more than 600 people in Hardwick's plan.

"According to our estimates the plan had about $10.8 million in
assets to cover $15.4 million in benefits.  That means they still
owe us at least $4.6 million.  The company was well aware of this
debt at the time we stepped in.

"During negotiations this fall, Hardwick had the opportunity to
settle this debt.  They didn't suggest a payment plan. So in late
November, we told them that a $2.3 million lien would be filed
against them in early December.  They didn't respond before filing
for bankruptcy; PBGC never actually placed the lien.

"At PBGC we always work with companies to preserve both pensions
and jobs, and to help companies avoid bankruptcy.  Unfortunately,
Hardwick wasn't willing to work with us.  There's no reason that
they should be allowed to shirk their legal responsibilities at
the expense of other companies that pay us premiums."

                            About PBGC

PBGC -- http://www.PBGC.gov-- protects the pension benefits of
more than 42 million Americans in private-sector pension plans.
The agency is directly responsible for paying the benefits of more
than 1.5 million people in failed pension plans.  PBGC receives no
taxpayer dollars and never has.  Its operations are financed by
insurance premiums, investment income, and with assets and
recoveries from failed plans.

                      About Hardwick Clothes

Hardwick Clothes, founded in Cleveland Tennessee in 1880, is the
oldest privately held mens apparel manufacturer in America.


INDIANAPOLIS POWER: Demoted to Highest Junk
-------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Indianapolis Power & Light Co. lost investment-grade
status for itself and its immediate parent Ipalco Enterprises Inc.
when Standard & Poor's moved their ratings down one level on Dec.
9 to BB+, the highest junk grade.

S&P said the two companies are nonetheless entitled to higher
ratings than the ultimate parent, AES Corp., which currently is
rated BB-, or two grades below the subsidiaries.

S&P said the subsidiaries have "provisions in place to protect its
credit quality" and thus are entitled to rating higher than their
"weaker parent," AES.

Arlington, Virginia-based AES was downgraded to its current level
in May 2011 as a consequence of the $3.5 billion acquisition of
the parent of Dayton Power & Light Co.


ISOLA USA: Moody's Rates $250MM Senior Secured Term Loan 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2-LGD3, 33% rating to Isola
USA Corp.'s new $250 million senior secured term loan, the
proceeds of which were used to refinance an existing senior
secured facility and a portion of its mezzanine debt. Following
the successful refinancing and extension of maturities on the
remaining mezzanine debt, Moody's also upgraded the company's
corporate family rating (CFR) to B3 and probability of default
rating to B3-PD. The rating outlook is stable. The rating actions
conclude the review commenced on November 19, 2013, which was
prompted by the company's launch of a debt refinancing intended to
extend its debt maturities and lower debt service costs.

Ratings Actions:

Corporate Family Rating -- B3 from Caa2

Probability of Default Rating -- B3-PD from Caa2-PD

First Lien Senior Secured -- Assigned B2 (LGD3-33.5%)

Rating Rationale:

The B3 corporate family rating reflects Isola's high financial
leverage and small scale relative to larger vertically integrated
competitors, which are typically divisions of larger companies
with greater financial and R&D resources than Isola. Moody's
expects Isola's high financial leverage at nearly 6.0x total debt
to EBITDA (Moody's adjusted), to remain at current range, given
modest opportunity for organic deleveraging, and the ongoing
accretion of the mezzanine debt interest. The rating also reflects
the variability in the company's cash generation given its limited
visibility into end-market demand for its printed circuit board
(PCB) laminate products, and its exposure to the volatile
semiconductor industry and to OEMs in the highly cyclical
technology, telecommunications and networking market segments. The
rating benefits from Isola's increasing focus on higher end PCB
products which carry higher margins and its close relationships
with OEMs, which aids the PCB design and new product introduction
process. Moody's notes that the company announced plans for an
initial public offering (IPO), the proceeds of which will be used
to pay down some existing debt.

Isola maintains adequate liquidity supported by cash balances of
roughly $72 million as of September 28, 2013 (although some
internal cash was used to affect the refinancing). Following a
successful refinancing, Isola's next significant debt maturities
are in 2018.

Rating Outlook

The stable outlook recognizes Moody's expectation that Isola will
maintain steady customer relationships and hold its leadership
position in high performance laminates. It also reflects Moody's
expectation that Isola will exhibit stable-to-improving operating
margins relative to historical levels and generate positive,
though modest, free cash flow over the next 12 months.

What Could Change the Rating UP

Given the still large mezzanine debt outstandings and the ongoing
interest accretion, an upgrade is unlikely until this debt is
refinanced or repaid. Ratings could also be upgraded if the
company were to demonstrate sustainable improvement in operating
performance, which should be evidenced by consistently higher
margins. A reduction in total debt to EBITDA (Moody's adjusted) to
4.0x and positive free cash flow on a sustained basis would be
important factors for any rating upgrade. Under the scenario of a
successful IPO, Moody's anticipates the CFR would also be upgraded
as the improvement to the debt capital structure would improve the
company's credit profile.

What Could Change the Rating DOWN

Ratings could be downgraded if: (i) revenues were to experience
significant downward pressure as a result of market share losses
or increased competition; (ii) margins eroded as a result of lower
volumes, pricing pressures or higher operating costs; (iii)
leverage, as measured by adjusted total debt to EBITDA stays above
6.0x (iv) the company's liquidity position were to weaken; or (v)
there was a material change in the business profile.

Headquartered in Chandler, Arizona, Isola USA Corp. is a principal
operating subsidiary of Isola Group, S.a.r.l., a leading developer
and supplier of high-performance laminates to printed circuit
board fabricators. Revenues for the last twelve months ended
September 28, 2013 were $521 million.


JEFFERSON COUNTY, AL: Calif. Atty. Claims Credit for Plan Success
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, wouldn't have been able to
negotiate a $1.4 billion reduction in debt on the sewer system
"but for" his intervention in the municipal bankruptcy, Calvin B.
Grigsby said in a court filing last week.

According to the report, Grigsby, a California lawyer, wants the
bankruptcy judge to award him $340,000 for making a "substantial
contribution" to the county's municipal debt-adjustment plan that
was implemented this month.

It "strains credulity," Grigsby said, to believe that sewer debt
holders would have allowed a reduction in debt without the lawsuit
he initiated on behalf of sewer customers and his other activities
in the Chapter 9 municipal bankruptcy.

The county's plan was approved on Nov. 22 when the U.S. Bankruptcy
Judge in Birmingham signed a confirmation order. To implement the
plan, the county sold $1.8 billion in bonds to fund the plan. It
reduced sewer debt from $3.2 billion to about $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).


KIDSPEACE CORP: Opposes U.S. Trustee's Motion to Dismiss Cases
--------------------------------------------------------------
KidsPeace Corporation, et al., ask the Bankruptcy Court to deny
the U.S. Trustee's motion to dismiss their Chapter 11 cases.

On Nov. 20, 2013, the U.S. Trustee filed its motion seeking to
dismiss the Debtors' Chapter 11 cases for failure, in large part,
to file monthly operating reports for August, September and
October, 2013 and to pay the U.S. Trustee fees.

The Debtors assert that they have addressed and cured the issues
set forth in the US Trustee's Motion and grounds do not exist to
dismiss their cases.  The Debtors tell the Court that they are now
current with respect to the filing of their monthly operating
reports.

With respect to the outstanding fees owed to the U.S. Trustee, the
Debtor said payment was made and received by the U.S. Trustee on
Nov. 25, 2013, bringing the Debtors current with respect to same.

With regards to the filing of a plan of reorganization and
disclosure statement, the Debtors maintain they have been working
with the Bond Trust, the Pension Benefit Guaranty Corporation and
the Official Committee of Unsecured Creditors on a consensual plan
of reorganization.  The Debtors believe that they have completed
the negotiations for the consensual treatment of these three
creditor constituencies, subject to memorializing the terms
thereof in a plan of reorganization.  The Debtors anticipate
filing their plan of reorganization shortly with the Court.

In a separate objection, the Committee said the Debtors have
provided it with what the Committee believes to be full
transparency with respect to the Debtors' financial condition
throughout the course of these Cases.  Based on the information
provided by the Debtors, the Committee does not believe that the
pendency of the Cases has adversely impacted the Debtors' ability
to run their businesses or meet their ongoing post-petition
obligations on a financial basis.

"The Committee fully appreciates the UST's concerns as set forth
in the Motion regarding the Debtors' obligations to comply with
the Bankruptcy Code, the Bankruptcy Rules, the UST's operating
guidelines and the local rules of this Court," says Norman N.
Kinel, Esq., at LOWENSTEIN SANDLER LLP, counsel to the Committee.
"It is the Committee's understanding, however, that all of the
Debtors' delinquencies either have or will very shortly be
remedied in full."

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, a ccording to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


KRAFFT-MURPHY: Del. Court Exposes Insurers to More Asbestos Claims
------------------------------------------------------------------
Law360 reported that the Delaware Supreme Court's recent ruling
that there is generally no time limit on third-party claims
against dissolved corporations will put insurers on the hook for
more asbestos lawsuits and other torts related to diseases with
long latency periods.

According to the report, the decision stems from asbestos
litigation involving Delaware-based Krafft-Murphy Co. Inc., a
plastering company that dissolved in 1999. The Delaware Court of
Chancery had ruled that claims filed more than 10 years after
Krafft-Murphy dissolved were time-barred.

An appeal was filed from a judgment of the Court of Chancery in an
action to appoint a receiver for Krafft-Murphy, a dissolved
Delaware corporation.  The Appellants, who are tort claimants in
asbestos-related personal injury lawsuits pending against the
Corporation in other jurisdictions, seek the appointment of a
receiver to enable them lawfully to pursue those claims against
the Corporation in those other courts.

The Corporation argues that because it holds no assets other than
unexhausted liability insurance policies, Delaware law does not
authorize the appointment of a receiver and that, in any event, it
is not necessary to appoint one.  The Court of Chancery granted
summary judgment in favor of the Corporation. The Petitioners
timely appealed.

The case raises three interrelated questions of first impression
in the Supreme Court of Delaware, plus a third question directly
addressed by settled Delaware law:

   (1) Does a contingent contractual right, such as an insurance
       policy, constitute "property" within the meaning of 8 Del.
       C. Section 279?

   (2) Does Delaware's statutory corporate dissolution scheme
       contain a generally applicable statute of limitations that
       time-bars claims against a dissolved corporation by third
       parties after the limitations period expires?

   (3) After 8 Del. C. Section 278's three year winding-up period
       expires, does a dissolved corporation have the power to act
       absent a court-appointed receiver or trustee?

The Supreme Court concluded that under 8 Del. C. Section 279,
contingent contractual rights, such as unexhausted insurance
policies, constitute "property" of a dissolved corporation, so
long as those rights are capable of vesting.  The Supreme Court
further held that Delaware's dissolution statutes impose no
generally applicable statute of limitations that would time-bar
claims against a dissolved corporation by third parties.  Finally,
the Supreme Court held that the existence of the "body corporate"
continues beyond the expiration of the statutory winding-up period
of 8 Del. C. Section 278 for purposes of conducting litigation
commenced before the expiration of that period.  But, for
litigation commenced after the expiration of that statutory
period, a dissolved corporation may act only through a receiver or
trustee appointed under 8 Del. C. Section 279, the Supreme Court
said.

Because the judgment of the Court of Chancery rests on legal
determinations inconsistent with these holdings, the Supreme Court
reversed the judgment and remanded the case for further
proceedings in accordance with its opinion.

The case is IN THE MATTER OF KRAFFT-MURPHY COMPANY, INC., A
Dissolved Delaware Corporation relating to ROBERT F. ANDERSON, et
al., Petitioners/Intervenors Below, Appellants, v. KRAFFT-MURPHY
COMPANY, INC., Respondent Below, Appellee, NO. 85, 2013 (Del.).

A full-text copy of the Supreme Court's Decision dated Nov. 26,
2013, is available at http://is.gd/LvNYa5from Leagle.com.

Raeann Warner, Esq. -- raeann@jcdelaw.com -- and Jordan J. Perry,
Esq. -- jordan@jcdelaw.com -- at Jacobs & Crumplar, P.A., in
Wilmington, Delaware; Jeffrey P. Wasserman, Esq. --
jwasserman@cicontewasserman.com -- at Ciconte, Wasserman & Scerba,
LLC, Wilmington, Delaware; Of Counsel: Jennifer L. Lilly, Esq., at
The Law Offices of Peter G. Angelos, P.C., Baltimore, Maryland;
Daniel A. Brown, Esq. -- dbrown@brownandgould.com -- and Eileen M.
O'Brien, Esq. -- eobrien@brownandgould.com -- at Brown & Gould
LLP, Bethesda, Maryland, for Appellants.

Francis J. Murphy, Esq., at Murphy & Landon, in Wilmington,
Delaware; Of Counsel: Joseph L. Ruby, Esq. --
joseph.ruby@lewisbaach.com -- at Lewis Baach PLLC, in Washington,
DC, for Appellee.

Mr. Murphy may be reached at:

         Francis J. Murphy, Esq.
         MURPHY & LANDON
         1011 Centre Rd, Suite 210
         Wilmington, DE
         Tel: (302) 482-4381
         Fax: (302) 472-8135


LEHMAN BROTHERS: Barclays Wins Sanctions vs. FirstBank PR
---------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York issued a memorandum decision granting
Barclays Capital Inc.'s motion seeking an award of civil contempt
sanctions against FirstBank Puerto Rico for having prosecuted an
adversary proceeding in willful violation of the bankruptcy court
order that protects Barclays from litigation related to its
purchase of assets from Lehman Brothers Holdings Inc.

According to Bill Rochelle, the bankruptcy columnist for
Bloomberg News, FirstBank was held in contempt "despite repeated
warnings" that a lawsuit against Barclays violated an injunction
protecting Barclays from being sued after purchasing LBHI's
brokerage in 2008.

Judge Peck wrote a prior opinion in May where he said FirstBank
"inexplicably" waived a claim against Lehman and instead chose to
sue Barclays.  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."

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 Judge 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.

The adversary proceeding is FIRSTBANK PUERTO RICO Plaintiff, v.
BARCLAYS CAPITAL INC. Defendant, ADV. PROC. NO. 10-04103
(JMP)(Bankr. S.D.N.Y.).  A full-text copy of Judge Peck's
Decision dated Dec. 3, 2013, is available at http://is.gd/Mx2WZ5
from Leagle.com.

Jeffrey A. Mitchell, Esq. -- mitchellj@dicksteinshapiro.com --
and Judith R. Cohen, Esq. -- cohen@dicksteinshapiro.com -- at
DICKSTEIN SHAPIRO, in New York, Attorneys for FirstBank Puerto
Rico.

Lindsee P. Granfield, Esq. -- lgranfield@cgsh.com -- and Boaz S.
Morag, Esq. -- bmorag@cgsh.com -- at CLEARY GOTTLIEB STEEN &
HAMILTON LLP, in New York, Attorneys for Barclays Capital Inc.

                      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. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Sues Wellmonth to Recover $12.8-Mil. Payment
-------------------------------------------------------------
Lehman Brothers Holdings Inc. has sued Wellmont Health System
Inc. over a terminated swap deal, alleging the regional health
care system prematurely redeemed bonds to avoid a $12.8 million
payment.

In a complaint filed in U.S. Bankruptcy Court in Manhattan,
Lehman alleged the regional healthcare system redeemed the bonds
before the maturity date of its "total-return" swap deal with the
company's special financing unit to avoid making payment.

Wellmont previously certified to Lehman that it didn't have the
right to prematurely redeem the bonds, giving the company
assurances that it "would not frustrate the economic purpose" of
the deal.  The healthcare system, however, redeemed the bonds
when it realized that it would owe a substantial payment to
Lehman after the price of the bonds declined below par, the
complaint said.

As of the date that Wellmont caused the redemption of the bonds,
the healthcare system owed Lehman about $12.8 million.  This
amount remains unpaid and continues to accrue interest, according
to the complaint.

The case is Lehman Brothers Holdings Inc., Lehman Brothers
Special Financing Inc. vs. Wellmont Health Systems Inc., Case No.
13-01719. (Bankr. S.D.N.Y.).

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Court OKs Deal for Citi to Pursue Actions
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement that
allows CitiMortgage Inc. to exercise its legal rights against a
real property in Urbana, Ohio.

A full-text copy of the agreement is available without charge at
http://is.gd/1mFxhQ

The property secures the mortgage loans provided by Platinum
Lending and BNC Mortgage LLC, a subsidiary of Lehman Brothers
Holdings Inc., to a certain Samuel Todd, Jr.  The loan from
Platinum Lending was subsequently assigned to CitiMortgage.

In June 2011, CitiMortgage commenced a foreclosure action in the
Court of Common Pleas for Champaign County, Ohio.  The case was
halted by the so-called automatic stay, an injunction that halts
actions by creditors against a company in bankruptcy protection.

The bankruptcy court also approved a separate agreement between
Lehman and DLJ Mortgage Capital, Inc., which allows the lending
company to exercise its rights against a real property in
Brooklyn, New York.

DLJ is the current holder of a mortgage, which granted Mortgage
Electronic Registration Systems Inc., as nominee for BNC, a
security interest in the Brooklyn property.  The agreement can be
accessed for free at http://is.gd/BfnK3E

                      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. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: LBI Deal With Executive Fliteways Wins Approval
----------------------------------------------------------------
The trustee of Lehman Brothers Inc. obtained court approval of a
deal it made with Executive Fliteways Inc. to end their dispute
over the transfer of more than $2.5 million made by the brokerage
before it was put under liquidation.

Under the deal, Executive Fliteways agreed to pay $150,000 to
Lehman and waive any claims it has against the brokerage.  A
full-text copy of the agreement is available without charge at
http://is.gd/3XL6ey

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

Mr. Moran may be reached at:

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

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LIGHTSQUARED INC: Falcone, Harbinger Urge Judge to Allow Dish Suit
------------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that Phil Falcone's Harbinger Capital Partners is urging a judge
to hear a lawsuit against Dish Network Corp. and Chairman Charlie
Ergen over Mr. Ergen's LightSquared debt purchases, again saying
they were illegally made on behalf of Dish.

According to the report, in a Dec. 9 filing with U.S. Bankruptcy
Court in Manhattan, Harbinger said the questions surrounding the
purchases should persuade Judge Shelley C. Chapman to allow the
suit to go forward.  A hearing on Dish's and Mr. Ergen's bid to
get the suit dismissed is set for Dec. 10.

"Ergen purchased LightSquared's LP Debt because he believed it
would be useful to DISH, and because he understood-- after
consulting with counsel--that DISH could not acquire the debt
directly," Harbinger lawyers said in the filing, the report
related.

LightSquared's suit, filed last month after a similar one by
Mr. Falcone and Harbinger was dismissed, alleges that Mr. Ergen
illegally purchased more than $1 billion in LightSquared's so-
called "LP" 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.  Judge Chapman said
that Harbinger could still join in on the LightSquared suit, but
only for the limited purpose of trying to knock Dish's bankruptcy
claims lower than those of other creditors in the case.

"In its motion to dismiss, SPSO's (SP Special Opportunities LLC)
counsel insists that Ergen's conduct in this matter was 'smart,
not illegal'," Harbinger's lawyers said in their filing, the
report further related.  "We think it was 'dumb, dishonest, and
against the law,' but the issue is for the Court to decide." A
Dish spokesman didn't immediately respond to a request for
comment.

                      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: Proposes to Use Cash Collateral Until Feb. 28
---------------------------------------------------------------
LightSquared Inc. is asking the U.S. Bankruptcy Court for the
Southern District of New York for approval to continue to use cash
collateral until Feb. 28, 2014.

In a motion filed Dec. 6, the company seeks approval to continue
to use the cash collateral of lenders under a credit agreement
dated Oct. 1, 2010, to address its working capital needs and fund
its restructuring.

LightSquared said the lenders won't be prejudiced by another
extension to use their cash collateral since they are "adequately
protected" by the company's continued monthly payment of $6.25
million under the credit agreement.

The lenders, LightSquared said, are also protected by a
"significant equity cushion" evidenced by the bids, including the
$2.22 billion offer made by L-Band Acquisition Corp. in connection
with the proposed sale of the company's so-called "LP" assets.

U.S. Bankruptcy Judge Shelley Chapman will hold a hearing on
Dec. 20 to consider approval of the request.  Objections are due
by Dec. 13.

                      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.


LIQUIDATION WORLD: Ceases Operations, Closes Doors
--------------------------------------------------
The Northumberlan Today reports that Liquidation World will soon
no longer be part of downtown Cobourg, in Ontario, Canada.

According to the report, a tearful employee confirmed the closing.
Details such as when the closure might happen are not yet known.
The store has nine employees.

Liquidation World is owned by the U.S.-based Big Lots.

The company stated in a press release that: "we expect to cease
operations of our distribution centers in the fourth quarter of
fiscal 2013, and we expect to cease operations of our stores in
the first quarter of fiscal 2014."

The report notes that Cobourg Mayor Gil Brocanier said he was
surprised by the news, and had heard nothing about it -- not even
in discussions with the building's owner, Amit Sofer.


LOFINO PROPERTIES: Bid to Use Glicny Cash Collateral Denied
-----------------------------------------------------------
Judge Lawrence S. Walter on Nov. 25, 2013, entered an order
denying Lofino Properties, LLC's motion to utilize Glicny Real
Estate Holdings, LLC's cash collateral.

The judge conducted a hearing on the Debtors' motion on Nov. 19.

As reported in the Nov. 14, 2013 edition of the TCR, Lofino
Properties sought approval to use rental income from properties on
which Glicny asserts an interest, for ordinary course expenses
necessary to the preservation and operation of those Properties in
accordance with a prepared budget.  The Debtors said Glicny's
interests will be adequately protected: there is a substantial
equity cushion for Glicny and  the Debtors will grant replacement
liens.

Glicny, however, balked at the Debtor's request.  Glicny said it
objects to the use of its Cash Collateral by the Debtors to pay
any cost related to any property.  It also objects to the use of
Cash Collateral generated from any property to pay for the general
costs of administering the bankruptcy cases of the jointly
administered debtors.

Glicny also has issues with the proposed adequate protection.
"The replacement liens offered by the Debtors do not constitute
adequate protection because GLICNY already has fully perfected,
first priority security interests in the leases, rents, and
proceeds of the Properties pursuant to section 552(b) of the
Bankruptcy Code," counsel to Glicny contends.

Glicny asserts interests in Lofino's retail grocery stores located
at 134 Wilmington Pike, 8245 Springboro Pike and 8209,825-8361
Springboro, Pike, in Dayton, Ohio.  Accordingly, rental income on
these properties constitute cash collateral of Glicny.

                   About Lofino Properties

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.
A sister company, Southland 75, LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.  The Hon. Judge Lawrence
S. Walter presides over the cases.  Joshua M. Kin, Esq., at
Pickrel, Schaeffer, and Ebeling, in Dayton, Ohio, represent the
Debtors as counsel.  The petitions were signed by Michael D.
Lofino, managing member.

The Debtors have been operating under state court receiverships
since May 2013.

On Oct. 17, 2013, the Bankruptcy Court entered an order denying
the motion of the Debtors for the joint administration of their
cases.


LOFINO PROPERTIES: Pickrel Firm's Shaneyfelt Tapped as Counsel
--------------------------------------------------------------
Lofino Properties, LLC, by and through counsel, has given notice
that Paul Shaneyfelt is substituted as counsel in place of
attorney Joshua Kin of Pickrel, Schaeffer and Ebeling Co., LPA.

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.
A sister company, Southland 75, LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.  The Hon. Judge Lawrence
S. Walter presides over the cases.  Attorneys at Pickrel,
Schaeffer, and Ebeling, in Dayton, Ohio, represent the
Debtors as counsel.  The petitions were signed by Michael D.
Lofino, managing member.

The Debtors have been operating under state court receiverships
since May 2013.

On Oct. 17, 2013, the Bankruptcy Court entered an order denying
the motion of the Debtors for the joint administration of their
cases.


LONE PINE: Seeks Nod to Enter $40-Mil. Hedge Agreements
-------------------------------------------------------
Law360 reported that Canadian energy firm Lone Pine Resources Inc.
asked a Delaware bankruptcy judge to approve up to $40 million in
hedging agreements, a prerequisite for the Calgary-based company
to finalize a new $130 million loan.

According to the report, Lone Pine sought court protection in
Canada and the U.S. in September aiming to restructure its debt,
subsequently negotiating a new $130 million asset-based loan that
requires the debtor to enter into $40 million in commodity hedge
arrangements covering oil and gas production prices, according to
Monday's motion.

                    About Lone Pine Resources

Calgary, Canada-based Lone Pine Resources Inc. is an independent
oil and gas exploration, development and production company with
operations in Canada.  The Company's reserves, producing
properties and exploration prospects are located in the provinces
of Alberta, British Columbia and Quebec, and in the Northwest
Territories.  The Company is incorporated under the laws of the
State of Delaware.

Lone Pine entered bankruptcy protection in Canada on Sept. 25,
2013, under the Companies' Creditors Arrangement Act and received
an initial protection order from an Alberta court the same day.
Lone Pine Resources simultaneously filed for Chapter 15 protection
in Delaware in the United States (Bankr. D. Del. Case No. 13-
12487) to seek recognition of the CCAA proceedings.

Lone Pine, LPR Canada and all other subsidiaries of the Company
are parties to the CCAA and Chapter 15 proceedings.

Lone Pine is being advised by RBC Capital Markets, Bennett Jones
LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in
connection with the restructuring, with Wachtell, Lipton, Rosen &
Katz LLP providing independent advice to the Company's board of
directors.  The Supporting Noteholders are being advised by
Goodmans LLP and Stroock & Stroock & Lavan LLP.


LONGVIEW POWER: Shows the Numbers That Back Restructuring Plan
--------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
on its way to a restructuring that will wipe about $1 billion in
debt from its balance sheet, Longview Power LLC detailed the dim
prospects creditors will face should the company's Chapter 11 plan
fall through.

According to the report, to prove its restructuring is a better
deal for creditors, Longview unveiled projections that say a
liquidation of the company would raise less than $450 million to
cover debts that top $1.2 billion.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.

Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant.  Under the Plan, the
lenders would share between 85 percent and 90 percent of the
reorganized company's equity, court papers show.  The lenders
providing the bankruptcy loan would get the rest of the equity.


MEMORIAL RESOURCE: Moody's Rates $350MM Sr. Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Memorial
Resource Development LLC's (MRD) proposed $350 million senior
unsecured PIK toggle notes due 2018. Memorial Resource Finance
Corp. is a wholly-owned subsidiary of MRD and serves as the co-
issuer of the notes. Moody's also assigned a first-time B3
Corporate Family Rating (CFR), B2-PD Probability of Default Rating
(PDR) and a SGL-2 Speculative Grade Liquidity Rating to MRD. The
outlook is stable.

Proceeds from notes offering will be used to fund a $220 million
distribution to the company's owners, repay borrowings in full
under its revolving credit facility and fund a $50 million debt
service reserve account.

Serving as a holding company, MRD's assets consist primarily of
the equity interests in its six operating subsidiaries, the
largest of which is WildHorse Resources, LLC (WildHorse, B2
stable). MRD owns the general partner and 8.7% of the limited
partner units in Memorial Production Partners LP (MEMP, B2
stable). MRD is 100% owned by funds managed by Natural Gas
Partners (NGP), a private equity firm focused on investments in
the natural resources sector.

"MRD plans to aggressively grow production volumes at its core
Terryville Field owned by WildHorse, with the intention of
improving free cash flow generation and reducing leverage
metrics," stated Michael Somogyi, Moody's Vice President -- Senior
Analyst. "The notes are structurally subordinated to the
outstanding indebtedness and other liabilities of its non-
guarantor, restricted subsidiaries, including WildHorse."

Rating Assignments:

-- Corporate Family Rating of B3
-- Probability of Default Rating of B2-PD
-- $350 million Senior PIK Toggle Notes, rated B3 (LGD-4, 66%)
-- Speculative Grade Liquidity Rating of SGL-2
-- Outlook stable

Ratings Rationale:

MRD's B3 Corporate Family Rating (CFR) reflects its small scale,
geographically concentrated reserve and production profile, and
high exposure to low natural gas prices on a majority of its
production. The B3 CFR incorporates MRD's corporate structure,
which is owned by funds managed by NGP and management, and
recognizes that a substantial portion of MRD's consolidated assets
are held by WildHorse, a non-guarantor but restricted subsidiary.
MRD is structurally subordinated to WildHorse's debt and MRD's
cash flow depends on distributions from WildHorse, which are
restricted by terms of WidHorse's debt agreements. MRD also
receives cash flow from its 0.1% General Partner Interest, 50%
Incentive Distribution Rights (IDRs) and 8.7% Limited Partner
Interest in MEMP. The B3 CFR reflects MRD's consolidated low cost
structure and development plan supportive of rapid production
growth that should support positive free cash flow generation in
2014.

The B3 rating on the proposed $350 million senior PIK toggle notes
reflects both the overall probability of default of MRD, to which
Moody's assigns a PDR of B2-PD, and a loss given default of LGD-4
(66%). The lower probability of default is consistent with a 35%
recovery because of the all notes capital structure. Pro forma for
the proposed notes offering, MRD's aggregate indebtedness will be
comprised solely of the $350 million notes and are, therefore,
rated B3, in line with the B3 CFR under Moody's Loss Given Default
Methodology. The indebtedness and other liabilities of MRD's two
non-guarantor subsidiaries will rank structurally senior to the
proposed notes.

Through its subsidiaries, MRD operates assets in east Texas and
north Louisiana and in the Rockies/Mid-Continent. As of June 30,
2013, MRD had total proved reserves of approximately 177 million
barrels of oil equivalent (mmBOE). Of this, 84% was concentrated
in the Terryville field in North Louisiana owned by WildHorse and
73% was natural gas. MRD's remaining proved reserve base is
comprised of 27 mmBOE in east Texas (75% natural gas weighted) and
about 1.0 mmBOE in the Rockies (50% natural gas weighted). MRD's
produced approximately 21,300 BOE per day during the three month
ended September 30, 2013, of which 72% was natural gas.
Substantially all of MRD's production is from the Terryville field
-- Lower Cotton Valley formation (accounting for 85%) and from
East Texas - Travis Peak formation (accounting for 13%).

MRD's consolidated capital budget for 2014 is $282 million, with
roughly 67% dedicated to the development of the Terryville field
via a 4-rig, horizontal drilling program targeting the Lower
Cotton Valley. The Terryville Field -- Cotton Valley formation is
a mature basin developed via traditional vertical wells. WildHorse
continues to produce from and will drill additional vertical wells
but its strategy is focused on redeveloping these mature areas via
horizontal drilling in multiple stacked pay targets. MRD has
drilled and completed 17 horizontal wells with 19 wells coming
online by mid-2014. The 2014 capital plan targets rapid production
growth by year-end 2014 and, combined with management's
conservative hedging program, provides for increased and
predictable positive cash flow generation.

MRD's SGL-2 Speculative Grade Liquidity rating reflects good
liquidity through 2014. Pro forma for the $350 million senior PIK
toggle notes, MRD will terminate its $60 million borrowing base
bank credit facility and fund a $50 million debt service reserve
account. WildHorse will have approximately $110 million of
availability under its $300 million borrowing base revolving
credit facility. Distributions from WildHorse to MRD are subject
to certain restrictions, limitations and conditions under
WildHorse's credit arrangement. The WildHorse credit facility
contains financial covenants that require the maintenance of a
minimum current ratio of 1x and a minimum interest coverage ratio
of 2.5x, while the WildHorse's second lien term loan requires
maintenance of a minimum PV-10 to secured debt ratio of 1.5x.
Moody's expects that the company will remain within its covenant
compliance metrics over the near term.

The outlook for the B3 CFR is stable based on the funding of the
debt service reserve account and the execution of the development
program leading to steady growth in production from the Terryville
Field resulting in a free cash flow generating profile in 2014 and
beyond. MRD's rating is unlikely to be upgraded unless WildHorse's
rating is upgraded. In addition, an upgrade depends on the company
simplifying its capital structure along with sustaining average
daily production in excess of 30,000 boe/day, while maintaining
adjusted debt to production at or below $30,000. Alternatively,
MRD's rating would be downgraded if WildHorse's ratings are
downgraded. Also, if production fails to grow at levels
commensurate with the company's plans and if consolidated leverage
does not decline (in-line with expectations) to below $35,000, the
rating could be downgraded. Large additional distributions or
other events (such as drop-downs) that do not result in
deleveraging for MRD could also result in a downgrade.

Memorial Resource Development LLC is headquartered in Houston,
Texas.


METRO AFFILIATES: Taps Tiger Valuation as Appraisers
----------------------------------------------------
Metro Affiliates, Inc. and its debtor-affiliates seek
authorization from the Hon. Sean H. Lane of the U.S. Bankruptcy
Court for the Southern District of New York to employ Tiger
Valuation Services, LLC, as appraisers, nunc pro tunc to
Nov. 23, 2013.

Tiger Valuation will provide the Debtors with appraisal services
as follows:

   -- a desktop Orderly Liquidation Value and Fair Market Value;

   -- a "Gross Recovery of Machinery & Equipment" report
      containing Tiger's professional opinion of the value of the
      Debtors' rolling stock, expressed in terms of both its
      Orderly Liquidation Value and its Fair Market Value.

The report, to be prepared in accordance with the Uniform
Standards of Professional Appraisal Practice, will be delivered to
the Debtors on or before Dec. 6, 2013.

Tiger Valuation will be paid the following fee and expense
structure:

   (a) Fixed Fee. Tiger Valuation's fee for the Appraisal Services
       will be $75,000.

   (b) Hourly Fee. To the extent Tiger Valuation is required to
       perform any Additional Services, Tiger will bill the
       Debtors for such services at the rate of $400 per hour.

   (c) Expenses. The Debtors will reimburse Tiger for its
       reasonable out-of-pocket expenses, including travel
       expenses, incurred in connection with the performance of
       the Appraisal Services and, to the extent applicable,
       any Additional Services.

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

The Court for the Southern District of New York will hold a
hearing on the application on Dec. 16, 2013, at 10:00 a.m.
Objections, if any, are due Dec. 11, 2013, at 4:00 p.m.

Tiger Valuation can be reached at:

       Michael Aho
       TIGER VALUATION SERVICES, LLC
       708 3rd Ave, Ste. 310
       New York, NY 10017-4115
       Tel: (212) 315-0764 Ext. 302
       E-mail: maho@tigergroupllc.com

                     About Metro Affiliates

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

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

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

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

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


METRO AFFILIATES: Can Employs Akin Gump as Bankruptcy Counsel
-------------------------------------------------------------
Metro Affiliates, Inc., et al., sought and obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Akin Gump Strauss Hauer & Feld LLP, as attorneys.

Akin Gump has informed the Debtors it will bill at its standard
hourly rates which currently are: $515 to $1,220 for partners;
$455 for $880 for counsel; $295 for $770 for associates; and $125
for $325 for paraprofessionals.

The current hourly rates for the Akin Gump attorneys with primary
responsibility for this matter are:

   Scott L. Alberino, Esq.               $875
   Lisa G. Beckerman, Esq.             $1,000
   Rachel Ehrlich Albanese, Esq.         $775
   Kristen M. Howard, Esq.               $600

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

Ms. Beckerman, a member of the firm, assures the Court that Akin
Gump 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.

Ms. Beckerman discloses that in the one year before the Petition
Date, Akin Gump received $2,000,000 as payment for services
rendered to the Debtors and their affiliates.  At the outset of
the retention, Akin Gump received an advance payment retainer of
$1,000,000.  On Sept. 30, 2013, Akin Gump billed the Debtors
$258,858 for services rendered in connection with restructuring
services and Chapter 11 preparation pre-bankruptcy, which amount
was offset against the advance payment retainer.  On Oct. 17, Akin
Gump billed the Debtors for services rendered in connection with
restructuring services and Chapter 11 preparation prepetition in
the amount $557,089, which amount was also offset against the
advance payment retainer.  On Oct. 21, Akin Gump received an
advance payment retainer of $500,000.  On Oct. 29, Akin Gump
received an advance payment retainer of $500,000.

                       About Metro Affiliates

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

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

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

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

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


METRO AFFILIATES: Kurtzman Carson Approved as Admin. Agent
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Metro Affiliates, Inc., et al., to employ Kurtzman
Carson Consultants, LLC, as administrative agent.

KCC's consulting services and rates are as follows:

   Clerical                                 $40 to $60
   Project Specialist                       $80 to $140
   Technology/Programming Consultant       $100 to $200
   Consultant                              $125 to $200
   Senior Consultant                       $225 to $275
   Senior Managing Consultant                      $295

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

KCC received $25,000 from the Debtors before the Petition Date as
security for the Debtors' payment of obligations under the KCC
engagement agreement.

                       About Metro Affiliates

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

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

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

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

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


METRO AFFILIATES: Can Employ Silverman Shin as Special Counsel
--------------------------------------------------------------
Metro Affiliates, Inc., et al., sought and obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Silverman Shin & Byrne PLLC as special counsel to represent
the interests of the Debtors with respect to general corporate and
corporate governance matters and certain litigation related to the
Debtors' businesses.

The firm will be paid the following hourly rates: $550 to $350
for partners; $475 to $400 to for counsel; $330 to $200 for
associates; and $180 to $90 for paraprofessionals.

The current hourly rates for the Silverman Shin attorneys with
primary responsibility for this matter are:

   Professional                      Rates
   ------------                      -----
   Peter Silverman, Esq.              $550
   John Shin, Esq.                    $525

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

Mr. Shin, member of the firm of Silverman Shin & Byrne PLLC,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.  As of the Petition Date, no Prepetition Fees are due and
owing on account of the Prepetition Services.  Silverman Shin
received an advance retainer payment of $55,000, bringing the
firm's total retainer to approximately $100,000.

                       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.


MF GLOBAL: 2nd Circuit Tosses Sapere Appeal
-------------------------------------------
The Bankruptcy Order denied a Dec. 5, 2011 motion filed by Sapere
Wealth Management LLC et al. -- part of a Chapter 11 bankruptcy
action instituted by MF Global Holdings, Ltd. -- to direct that
the estates of MFGH and its affiliates be administered pursuant to
subchapter IV of chapter 7 of the Bankruptcy Code (11 U.S.C.
sections 761-767), and Part 190 of the U.S. Commodity Futures
Trading Commission regulations (17 C.F.R. Sec. 190).  In denying
the motion, the Bankruptcy Court "emphasize[d] that the denial of
Sapere's Motion . . . does not determine the rules that apply to
distributions from the Chapter 11 Debtors' estates to MFGI
customers."

Sapere, Granite Asset Management, and Sapere CTA Fund, L.P. appeal
from an Oct. 9, 2012 judgment of the U.S. District Court for the
Southern District of New York dismissing for lack of jurisdiction
an appeal from the Feb. 1, 2012 opinion and order of the
Bankruptcy Court (Martin Glenn, Judge) on the basis that the
Bankruptcy Order was interlocutory rather than final. The only
issue on appeal is whether the District Court correctly determined
that the Bankruptcy Order was not final for the purposes of an
appeal as of right under 28 U.S.C. Sec. 158(a)(1).

In a Dec. 6, 2013 Summary Order available at http://is.gd/neBxwl
from Leagle.com, the U.S. Court of Appeals for Second Circuit
affirmed the District Court judgment dismissing the appeal for
lack of subject matter jurisdiction.  "We agree with the District
Court that, because the Bankruptcy Order did not foreclose
Sapere's ability to continue to assert a priority right to
distributions from the Chapter 11 Debtors' estates, the Bankruptcy
Order is not a final order," the Appeals Court said.

Sapere is a commodities customer of MF Global Inc., the
subsidiary, registered broker-dealer, and futures commission
merchant of MFGH.

The appellate case is, SAPERE WEALTH MANAGEMENT LLC, GRANITE ASSET
MANAGEMENT, SAPERE CTA FUND, L.P., Appellants, v. MF GLOBAL
HOLDINGS LTD., Plan Administrator, Appellee, JAMES W. GIDDENS,
Trustee for the SIPA Liquidation of MF Global Inc., Trustee, No.
12-4254-bk (2nd Cir.).

The panel consists of Circuit Judges John M. Walker, Jr., Jose A.
Cabranes, and Raymond J. Lohier, Jr.

Jon R. Grabowski, Esq. -- jrgrabowski@fmew.com -- at Ford Marrin
Esposito Witmeyer & Gleser, LLP, argues for the Appellants.

Marc A. Hearron, Esq., Brett H. Miller, Esq., Craig A. Damast,
Esq., and William M. Hildbold -- mhearron@mofo.com ,
brettmiller@mofo.com , cdamast@mofo.com and whildbold@mofo.com --
at Morrison & Foerster LLP argue for the Defendant-Appellee.

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MIDDLE BAY GOLFERS: Buyer Evicted; Ch.7 Trustee to Operate Club
---------------------------------------------------------------
Bankruptcy Judge Dorothy T. Eisenberg authorized Kenneth
Kirschenbaum, Esq., at Kirschenbaum & Kirschenbaum, the chapter 7
trustee for Middle Bay Golfers' Association, Inc., to terminate
the interest of South Bay Country Club, LLC, in an assignment and
assumption agreement pertaining to a lease of non-residential real
property located at 3600 Skillman Avenue, Oceanside, New York; and
directed South Bay to turn over the keys and possession of the
Premises and to vacate the Premises by Dec. 19.

The Chapter 7 trustee is also authorized to take all necessary
action to preserve the Premises, including making necessary
repairs and improvements, and to operate the business of the
Debtor until Dec. 31, 2013.  A separate evidentiary hearing on the
issue of damages shall be held on January 13, 2014 at 10:00 a.m.

For many years, Middle Bay Golfers' Association, Inc., operated a
country club and an 18-hole golf course at the Premises known as
Middle Bay Country Club which faces the Waukena Waterway and
Parsonage Creek on Long Island.  The Premises consists of, among
other things, a golf course, driving range, a clubhouse that
houses a catering facility and a pro shop, a halfway house that
provided refreshments near the 9th hole, a starter's booth, a
large swimming pool and smaller kiddie pool, 9 tennis courts and a
tennis house, a security gate house, and various maintenance and
storage buildings.

The Debtor is a tenant of the Premises under a 50-year
nonresidential triple net lease, dated August 24, 1967, with
Weinstein Enterprises, Inc., the Landlord. As a result of
Superstorm Sandy, which struck parts of the eastern seaboard in
October of 2012, there was extensive saltwater damage and tree
damage to the golf course and all the buildings and structures on
the Premises. Under paragraph 7 of the Lease, the tenant is
required to promptly repair or replace any property or buildings
on the Premises if they are damaged or destroyed. The Debtor was
so devastated from the damages arising from Superstorm Sandy that
it was unable to make any repairs. As a result, the Debtor closed
its operations and filed for chapter 7 relief (Bankr. E.D.N.C.
Case No. 13-70361) on Jan. 23, 2013.

On March 12, 2013, a public auction sale was conducted to sell the
Lease, as amended, on an "as is, where as" basis.  Tariq Kahn, a
former member of the Debtor's country club, was ultimately the
successful bidder with the purchase price of $2,600,000.  He
assigned his right to purchase the Lease to South Bay, a newly
formed entity organized for the purpose of acquiring the Lease and
operating the golf course and country club.

On April 8, 2013, South Bay, the Landlord and the Trustee entered
into an Assignment and Assumption Agreement, pursuant to which the
Trustee would assume the Lease and satisfy its prepetition and
postpetition monetary defaults under the Lease.  Upon South Bay's
payment of $2,600,000 on or before April 19, 2013, with time being
of the essence, the Trustee would assign its rights in the Lease
and deliver possession of the Premises to South Bay.

South Bay placed a $1,000,000 deposit with the Trustee to be
retained as liquidated damages should South Bay default in paying
the balance of the consideration.  South Bay was unable to pay the
full consideration as required by the April 19 Delivery Date and
requested an extension of time to pay.  The deadline was extended
but South Bay failed to pay the full amount.

A copy of the Court's Dec. 5, 2013 Memorandum Decision is
available at http://is.gd/T3C7DRfrom Leagle.com.

Attorneys for the Chapter 7 Trustee are:

     Kenneth Kirschenbaum, Esq.
     Michael A. Sabella, Esq.
     KIRSCHENBAUM & KIRSCHENBAUM, P.C.
     200 Garden City Plaza
     Garden City, NY 11530
     Tel: 516-747-6700
     E-mail: Ken@kirschenbaumesq.com
             MSabella@kirschenbaumesq.com

Attorney for Weinstein Enterprises, Inc., is:

     Howard J. Berman, Esq.
     ELLENOFF GROSSMAN & SCHOLE LLP
     1345 Avenue of the Americas
     New York, NY 10105
     Tel: 212-370-1300
     Fax: 212-370-7889
     E-mail: hberman@egsllp.com

The Law Office of Michael G. McAuliffe, in Melville, New York,
represents South Bay Country Club, LLC.


MT. LAUREL INVESTMENTS: Claims Bar Date Set for Feb. 28
-------------------------------------------------------
Creditors of Mt. Laurel Investments LP et al. must file their
proofs of debt not later than Feb. 28, 2014.

Based in Palm Springs, California, Mt. Laurel Investments LP and
211 Investments LP filed for Chapter 11 bankruptcy protection on
June 2, 2008 (C.D. Calif. Lead Case No. 08-16491).  William G.
Barrett, Esq., represents the Debtors as counsel.  When the
Debtors filed for restructuring under Chapter 11, they listed
assets between $10 million to $50 million and debts between $10
million to $50 million.


NEW CENTURY TRS: Court Denies Whites' Bid to Revive Suit
--------------------------------------------------------
Bankruptcy Judge Kevin J. Carey on Friday issued a sweeping order
denying a Motion to Compel Discovery, denying, in part, a Request
for Judicial Notice, and denying the Motion for Reconsideration
all filed by Molly S. White and Ralph N. White in their complaint
against New Century TRS Holdings, Inc., to determine
dischargeability of debt.  The Complaint contains 12 counts
arising out of a consumer mortgage loan transaction between debtor
New Century Mortgage Corporation and the Whites that closed on
July 26, 2006.

On Dec. 15, 2010, the New Century Liquidating Trust (the "Trust"),
by and through Alan M. Jacobs, the New Century Liquidating
Trustee, moved to dismiss the Complaint.  By Memorandum and Order
dated June 7, 2011, Judge Carey granted the Motion to Dismiss, in
part, by dismissing Counts II, VIII and XII of the Complaint for
lack of subject matter jurisdiction.  The remainder of the Motion
to Dismiss was denied.

The Whites filed a motion for reconsideration of the Dismissal
Decision, arguing that, despite the allegations they included in
their Complaint, the Court should consider certain evidence that
directly contradicts those allegations and the statements in the
Walker Declarations and should conclude that the Debtors did not
transfer their interest in the Mortgage Loan prior to filing
bankruptcy.  Intertwined with the Motion for Reconsideration are
other motions and pleadings filed by the Whites, including the
Motion to Compel Discovery and Request for Judicial Notice, which
also assert that the Debtors did not transfer their interest in
the Mortgage Loan pre-petition.

The case is, MOLLY S. WHITE and, RALPH N. WHITE Plaintiffs, v. NEW
CENTURY TRS HOLDINGS, INC,: et al. Defendants, Adv. Proc. No. 10-
55357 (Bankr. D. Del.).  A copy of the Court's Dec. 6, 2013
Memorandum is available at http://is.gd/Wy9mgOfrom Leagle.com.

                       About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NORTEL NETWORKS: Assets to Be Allocated by Courts
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although Nortel Networks Inc. generated $7.5 billion
from liquidation of its assets and those of subsidiaries around
the world, a dispute over allocation is preventing distributions
to creditors.

According to the report, how the assets will be allocated among
the various Nortel companies and their creditors will be decided
by courts, not in arbitration, according to a Dec. 6 ruling from
the U.S. Court of Appeals in Philadelphia.

The Nortel companies filed for bankruptcy reorganization in
January 2009 in the U.S., Canada and London. They reported $11.6
billion in consolidated assets against debt totaling $11.8 billion
as of Sept. 30, 2008.

Mediation failed to resolve disputes about how sale proceeds
should be distributed among Nortel companies around the world.

Liquidators in the U.K. contended that an agreement to allow sales
of assets also included a commitment to arbitrate how proceeds
should be distributed. The bankruptcy court in Delaware and the
court in Canada both concluded there was no commitment to
arbitrate.

In the Dec. 6 opinion, the Philadelphia appeals court looked at
the agreement and it too found no commitment to arbitrate.
Dividing the assets is therefore up the courts.

U.S. Bankruptcy Judge Kevin Gross previously said the allocation
dispute is keeping the case "tied up in knots seemingly forever."

Originally, the judges in the U.S. and Canada scheduled an
allocation trial to begin Jan. 6. The date was pushed back several
times, and is now set to begin on May 12 and continue for 19 trial
days.

Reports from experts, previously due this month, were pushed back
to Jan 24. Examinations of experts, once scheduled for Feb. 28,
will now take place from March 17 to April 4.

The appeal is In re Nortel Networks Inc., 13-2739, U.S. Third
Circuit Court of Appeals (Philadelphia).

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


OMNITRACS INC: Moody's Affirms B2 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service revised Omnitracs Inc.'s ratings outlook
to negative from stable and affirmed the company's B2 corporate
family rating and B2-PD probability of default rating. Moody's
also affirmed the B1 ratings on the upsized first lien debt
facilities and affirmed the Caa1 rating on the upsized second lien
facilities. The change in outlook to negative is driven by the
debt financed acquisition of Roadnet Holdings Corporation shortly
after Omnitracs was acquired by private equity firm Vista Equity
Partners.

Ratings Rationale:

Omnitracs is upsizing its debt facilities by $205 million to
finance the acquisition of Roadnet, a provider of routing,
scheduling and telematics software solutions to private trucking
fleets. The purchase price is being financed almost entirely with
debt. Vista acquired Omnitracs in November 2013 and is in process
of migrating Omnitracs to standalone operations after being spun
out from Qualcomm. Debt to EBITDA at closing of the Roadnet
acquisition is estimated at approximately 6x pro forma for
numerous adjustments and expected cost savings (and 8.7x based on
most recent audited results -- September 2012 for Omnitracs and
December 2012 for Roadnet). Roadnet is expected to be run on a
standalone basis initially although Vista expects to derive a
material level of cost savings from the two companies. The rating
could be downgraded if leverage is expected to be above 6.5x on
other than a temporary basis. Though unlikely in the near term,
ratings could be upgraded if leverage is expected to be sustained
below 4.5x.

Liquidity is good based on an expected $30 million of cash on hand
at closing and an undrawn $30 million revolver. Free cash flow is
expected to be positive in the first year after separation.

Outlook Actions:

Issuer: Omnitracs, Inc.

Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Omnitracs, Inc.

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Senior Secured First Lien Revoling Credit Facility, Affirmed B1

Senior Secured First Lien Term Loan Credit Facility, Affirmed B1

Senior Secured Second Lien Term Loan Credit Facility, Affirmed
Caa1

Omnitracs is a provider of fleet management systems to the
trucking industry. The company is headquartered in San Diego, CA.


PETROFLOW ENERGY: To Buyer Former Business Partner for $230MM
-------------------------------------------------------------
Law360 reported that Petroflow Energy Corp., whose predecessor
firm went bankrupt in 2010 amid a dispute over an Oklahoma gas
drilling project with Equal Energy Ltd., will buy its former
business partner for approximately $230 million, Equal said.

According to the report, Oklahoma-based Petroflow, whose
predecessor firm North American Petroleum Corp. emerged from
Chapter 11 reorganization in September 2011, has agreed to
purchase all of the issued and outstanding common shares of Equal
at a price of $5.43 per share on a fully-diluted basis.

                    About Petroflow Energy

Based in Denver, Colorado, Petroflow Energy Ltd. filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Case No. 10-12608) on
Aug. 20, 2010.  Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, represents the Debtor as its Delaware counsel.
Kirkland & Ellis LLP serves as bankruptcy counsel.  Kinetic
Advisors LLC serves as restructuring advisor.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Debtor estimated
both assets and debts of between $100 million and $500 million

Petroflow sought recognition of the U.S. chapter 11 proceedings
from the Alberta Court of Queen's Bench under the Companies'
Creditors Arrangement Act in Canada, and had its chapter 11 case
jointly administered with those of its two chapter 11 debtor
affiliates under the caption "In re North American Petroleum
Corporation USA, Case # 10-11707 (CSS)."

Petroflow Energy is the parent of Denver, Colorado-based North
American Petroleum Corp. USA and Prize Petroleum Corp.  North
American Petroleum and Prize Petroleum filed for Chapter 11
bankruptcy protection on May 25, 2010 (Bankr. D. Del. Case Nos.
10-11707 and 10-11708).  North American estimated its assets and
debts at $100 million to $500 million as of the Petition Date.

As reported in the TCR on Oct. 3, 2011, the U.S. Bankruptcy Court
for the District of Delaware entered a confirmation order in
respect of the First Amended Joint Chapter 11 Plan of NAPCUS,
Prize Petroleum LLC and Petroflow Energy Ltd.  On Sept. 21, 2011,
a recognition order was issued under the Companies' Creditors
Arrangement Act, Canada in respect of the order obtained in the
Bankruptcy Court.  The Chapter 11 Plan became effective Sept. 30,
2011.

In accordance with the Chapter 11 Plan, the financial affairs of
NAPCUS were reorganized, its share capital was restructured, new
capital for operations was raised, the claims of unsecured
creditors of NAPCUS and Petroflow were fully satisfied, existing
equity holders are entitled to a recovery and all securities of
Petroflow were canceled.


PHYSIOTHERAPHY HOLDING: Paying Trade Suppliers in Full
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Physiotherapy Holdings Inc., a provider of outpatient
physical therapy, took the burden of bankruptcy off the shoulders
of unsecured trade suppliers.

According to the report, at the company's request, the bankruptcy
court in Delaware authorized the company to pay trade suppliers in
full. PHI has the right to withhold payment to any creditor not
providing credit.

The company can't spend more than $4.5 million, according to the
order signed by the bankruptcy judge on Dec. 6.

PHI is paying unsecured creditors because it intends to emerge
from bankruptcy by the year's end under a prepackaged
reorganization plan accepted by affected creditors before the Nov.
12 Chapter 11 filing.

Last week, the Exton, Pennsylvania-based company also received
final court approval to use lenders' cash collateral until the
reorganization is completed.

The confirmation hearing for approval of the plan is set for Dec.
17. The plan gives noteholders all the stock in exchange for debt.
Their recovery is estimated at 40.3 percent.

The company has 581 outpatient clinics in 29 states. It was
acquired in May 2012 by Court Square Capital Partners LP in a
$535.1 million transaction.

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-12965) on Nov. 12, 2013.  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at Kirkland & Ellis LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.


PRM FAMILY: Lender Opposes Extension of Plan Solicitation Deadline
------------------------------------------------------------------
Banc of America, N.A., as administrative agent and a lender under
a Credit Agreement with debtors PRM Family Holding Company, LLC,
et al., dated July 2011, opposes the Debtors' request for an
extension of their exclusive plan solicitation deadline.

The Debtors seek that the exclusive plan solicitation period be
extended to 60 days from the date the Court approves their
disclosure statement describing the Chapter 11 Plan.

"The Debtors essentially request an open extension of exclusivity,
as ... they [have recently] asked the Court to consider the Dec.
3, 2013 hearing on approval of the Debtors' disclosure statement
to sometime in January 2014," Justin A. Sabin, Esq., of Bryan Cave
LLP, counsel to Banc of America, contends in court papers dated
Nov. 27, 2013.

Even if the hearing on the Disclosure Statement does occur in
January, it cannot be approved at that time due to its myriad
deficiencies, Mr. Sabin argues.  "Indeed, the Debtors may never
obtain approval of any disclosure statement at all.  It is simply
inappropriate to key any extension of exclusivity off of the
occurrence of an event that may never happen."

Moreover, Mr. Sabin continues, the Debtors' proposal of a "new
value" plan mandates termination of exclusivity in any event
where, as here, a debtor refuses to let third parties compete to
purchase the equity in a reorganized debtor.  And even if the
Debtors' proposal of a "new value" plan did not mandate
termination of exclusivity (which it does), he says, the Debtors
have failed to establish any cause whatsoever, much less cause
sufficient to warrant an extension of exclusivity in these
cases.

                      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: To File Liquidation Plan to Embody $53.6MM Asset Sale
-----------------------------------------------------------------
PRM Family Holding Company, L.L.C., and its debtor affiliates are
seeking bankruptcy court approval of a private sale of all of
their assets to Cardenas Northgate (CNG) free and clear of all
liens.

In papers filed in Court on Dec. 2, the move also seeks approval
of CNG's right to credit bid the full amount of claims acquired
from Bank of America, the Debtors' largest secured creditor.

CNG is expected to pay approximately $53,600,000 (approximately
$39,600,000 based on the prepetition Bank of America claim and
$14,000,000 cash in new capital for the Debtors' estates) to close
the transaction.

The $14,000,000 in new capital will be used to satisfy all
PACA/PASA trust claims, pay administrative expenses and
transactional closing costs.

It is anticipated that there will thereafter remain not less thatn
$4,700,000, which will be distributed by the Debtors and the
Creditors Committee pursuant to a Chapter 11 Plan to satisfy Sec.
503(b)(9) claims and provide an opportunity for a return for the
unsecured creditors.

A Plan of Liquidation is expected to be filed by the Debtors and
or the Creditors Committee to embody the proposed asset sale.  The
Plan of Liquidation will be subject to a vote by all creditors and
approval by the Court before implementation.  It is anticipated
that the Plan will pay all postpetition administrative claims and
the remaining proceeds will be distributed to pay allowed
unsecured creditors. It is anticipated that the unencumbered
claims of Unified Grocers and Grocer's Capital Corporation will
not participate in the distribution, but will look to Non-Estate
Assets for satisfaction of their claims.

                      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: Can Access Agent's Cash Collateral Until Jan. 5
-----------------------------------------------------------
On Nov. 21, 2013, the U.S. Bankruptcy Court for the District of
Arizona entered an amended second supplemental order extending PRM
Family Holding Company, LLC, et al.'s continued use of cash
collateral until Jan. 5, 2014, pursuant to a budget for the period
Nov. 18, 2013, to Jan. 5, 2014.

Bank of America, N.A., as administrative agent and lender under
That certain Amended and Restated Credit Agreement dated July 1,
2011, the Debtors, and the Official Committee of Unsecured
Creditors agreed to the terms of this Order.

A copy of the Amended Second Supplemental Order is available at:

         http://bankrupt.com/misc/prmfamily.doc619.pdf

                         DIP Financing

Meanwhile, Unified Grocers, Inc., Springfield Insurance Company
and Grocers Capital Company, creditors of PRM Family Holding
Company, LLC, et al., object to the Debtors' Notice of Term Sheet
and Amendment to Terms Re: Motion to Obtain Post-Petition
Financing Pursuant to 11 U.S.C. Section 364(b), filed by the
Debtors on Oct. 31, 2013.

The Amended Terms are as follows:

  -- The loan amount is increased from $700,000 to $1,000,000.
The loan is still being made on an unsecured basis that is
entitled to an administrative priority.

  -- The loan proceeds are restrict[ed] as to their use -- limited
to payment of approved administrative expenses of the Debtors'
Professionals, Mesch, Clark & Rothschild, P.C., and HG Capital.

  -- Interest due, in the event of a default is clarified as an
additional 3.0% per annum.  The original Motion was silent as to
this deal point.

A copy of the DIP Notice is available at:

           http://bankrupt.com/misc/prmfamily.doc549.pdf

As of the Petition Date, the Debtors' overall indebtedness to the
Unified Parties based on the Term Loans, the Trade Debt, and the
Insurance Debt, was at least $14,773,905.

According to the Unified Parties, the relief requested in the DIP
Notice will provide little benefit to the Debtors' estates and may
hinder and delay the Unified Parties' ability to recover on
obligations under which the Guarantors are currently in default.

The Unified Parties explain, "Since the DIP Notice does not
specify the source of the Proposed Financing, it is impossible for
the Unified Parties to discern specifically the impact the
Proposed Financing would have on the Unified Parties' claims
against the Guarantors.  Again, the Guarantors' liability to the
Unified Parties is not contingent -- payment of the Guarantors'
obligations to the Unified Parties has been demanded and is
currently due.  At the very least, the relief requested in the DIP
Notice should be denied unless and until the Guarantors identify
with specificity the source of the Proposed Financing and provide
the Court and the Unified Parties with certified financial
statements showing the impact the Proposed Financing would have on
the Guarantors' financial circumstances."

                        BofA's Objection

Bank of America, N.A., as administrative agent and a lender under
that certain Amended and Restated Credit Agreement dated July 1,
2011, objected to the original motion to obtain DIP financing.

In its Response dated Nov. 12, 2013, BofA stated:

"With the Agent's motion to appoint a trustee pending, in part,
because of the many conflicts between the Provenzano family as
estate representatives and as equityholders, guarantors, and
landlords, it is remarkable that the Debtors bring before the
Court a motion to allow these estates to borrow $1.0 million for
the specific purpose of having the Provenzano family pay the fees
of two critical estate fiduciaries -- the Debtors' general
bankruptcy counsel (Mesch, Clark & Rothschild, P.C.) and the
Debtors' financial advisor (Jim Ameduri).

"On a simplistic level, since MCR and Mr. Ameduri have devoted a
substantial amount of time and effort to the Provenzano family's
issues rather than estate issues, it would seem plausible that
these professionals should be paid by the Provenzano family.  That
simple point of view, however, ignores the obvious conflict of
interest created when estate fiduciaries take instructions from
the equityholders by whom they are being paid.

"Equally problematic, the Provenzano family is discriminating
against all of the other unpaid administrative expense claimants
in these Chapter 11 proceedings, which proceedings are showing
serious signs of being administratively insolvent.  This problem
is exacerbated by the fact that the Provenzano family is merely
"swapping administrative claim dollars" since they decided to give
themselves administrative priority for their insider loan.

"The Court should deny the Motion.  The Agent has already agreed
to allow interim payment of MCR's fees and approximately half of
Mr. Ameduri's fees -- total interim payments of approximately
$700,000.  The mere thought of these cases being forced to endure
another $1.0 million in fees from these professionals, in Chapter
11 proceedings showing no progress of any kind, is highly
disturbing.  By denying the Motion, the Court will send a clear
message to the Provenzano family that conflicts of interest and
imprudent decision-making will not be condoned by this Court."

                        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: Wants to Borrow $1 Million in Add'l Funds From CNG
--------------------------------------------------------------
PRM Family Holding Company, L.L.C., et al., are seeking bankruptcy
court permission to borrow up to $1,000,000 on an emergency basis
and additional funds from Cardenas Northgate Group.

The Debtors assert that the DIP Loan will permit them to operate
pending an anticipated sale of their assets to CNG.

Moreover, CNG requests that the DIP Loan be cross-collateralized
with the Debt and Security Instruments held by Bank of America (as
the Debtors' lender and largest secured creditor) prepetition as
well as grant CNG a security interest in substantially all other
assets of the Debtors.

A copy of the Term Sheet of the proposed DIP Loan is available for
free at http://bankrupt.com/misc/PRM_CNGdiploantermsheet.pdf

                      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.


PROTECTION ONE: Moody's Rates New $100MM Secured Loan Add-on 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Protection One,
Inc.'s proposed $100 million senior secured term loan add-on. All
other ratings remain unchanged, including the B1 rating on the
company's revolving credit facility due 2017, which is being
upsized to $55 million from $40 million. The stable ratings
outlook is also unchanged.

Proceeds of the incremental term loan will be used in part to fund
the 2014 residential door-to-door summer sales program.

Ratings (assessments) assigned:

  Proposed $100 million senior secured term loan due 2019,
  assigned B1 (LGD3, 38%)

Ratings unchanged (assessments revised):

  Senior Secured Revolving Credit Facility due 2017, B1 (LGD3, 38%
  from LGD3, 36%)

  Senior Secured Term Loan due 2019, B1 (LGD3, 38% from LGD3, 36%)

Ratings Rationale:

The B2 corporate family rating reflects Moody's expectation that
debt to recurring monthly revenue ("RMR") will remain in the 28 to
31 times range while gross attrition stays below 11% in 2014. With
the incremental term loan, gross debt will rise initially, but
Moody's does not expect a sustained increase in leverage as
attendant recurring monthly revenue will be added mid-year.
Moody's considers Protection One's liquidity good, and it will be
further enhanced by the upsized revolver. The revolver is
currently undrawn and Moody's does not anticipate that it will be
used over the next four quarters.

The stable ratings outlook reflects Moody's expectation that
Protection One's revenue and earnings will grow 7% to 10% in 2014
and RMR will increase through expansion of both commercial and
residential, while the company maintains a good liquidity profile.
The ratings could be downgraded if operating performance weakens
and/or RMR deteriorates (triggered by increased attrition and/or a
decrease in new customer contracts) such that Moody's expects debt
to RMR to approach 40 times, monitoring and service gross margins
decline materially, or residential and blended retail gross
attrition rates are expected to rise above 13%. A material
acquisition or a shareholder enhancing event that increases
leverage could also pressure the ratings. The ratings could be
upgraded if monitoring and service gross margins remain stable,
debt to RMR is sustained below 27 times, residential and blended
retail gross attrition rates remain below 11%, and levered cash
flow (before growth spending) to debt is sustained above 10%.


PWK TIMBERLAND: Files Plan; Disclosures Hearing Set for Jan. 9
--------------------------------------------------------------
Judge Robert Summerhays will convene a hearing Jan. 9 at 10:30
a.m. to consider approval of the adequacy of the disclosure
statement accompanying PWK Timberland LLC's proposed Chapter 11
plan.  Objections are due seven business days before the hearing.

According to the disclosure statement, the Debtor's plan provides
that all allowed claims will be satisfied in full.

Under the Plan:

   -- Unsecured Claims of Former Members.  Unimpaired.  Former
members of the company who exercised their rights under "Section 2
- Put Option" of the Articles of Organization of PWK Timberland,
LLC on January 31, 2011 will receive full payment either by agreed
cash payment in full or deferred payment as set out under the
terms of the Articles of Organization that were in place when the
former members tendered their shares in the company.  The former
members tendered 155.2781 ownership units. Former members who
elect to be paid in full at the rate of $24,000 per unit, will
surrender their share at closing and there will be no lien.
Former members who wish to wait for the completion of the LaPorte
CPAs' valuation will retain the lien on their shares until they
are paid in full and their shares are surrendered to the company.

   -- General Unsecured Claims.  Impaired.  The Debtor does not
believe that there are any creditors in this class.  If it is
determined that there are any general unsecured creditors, they
will be paid in full on the Effective Date.

   -- Equity Holders.  Impaired.  Equity holders agree to forgo
any payments under this plan until all impaired creditors have
been paid in according to the terms of this plan.

The Debtor currently has four tracts of land in Calcasieu Parish
that have been listed for sale.  The listing agreements, realtors,
and all details of the listing process have been provided to the
former members through motions filed in this court.  The property
remains listed for sale and no offers have been received by the
debtor to purchase these tracts as of this writing.  The Debtor
believes that it can satisfy the claims of the former members
without having to sell any additional property, but it will, if
necessary, market and sell other tracts of property to generate
the funds to pay the claims of the former members.

A copy of the Disclosure Statement dated Nov. 19, 2013, is
available for free at:

     http://bankrupt.com/misc/PWK_Plan_DS_111913.pdf

A copy of the Plan dated Nov. 19, 2013, is available for free at:

     http://bankrupt.com/misc/PWK_Plan_111913.pdf

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.  The
Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.


REAL VEBA: Florida Judge Sends 6 Cases to E.D. Pa. Bankr. Court
---------------------------------------------------------------
Bankruptcy Judge Jerry A. Funk in Jacksonville, Florida,
transferred these six bankruptcy cases to the Philadelphia
Division of the United States Bankruptcy Court for the Eastern
District of Pennsylvania:

     * In re: PENN-MONT BENEFIT SERVICES, INC., Chapter 11,
       Debtor, Case No. 3:13-bk-05986-JAF,

     * In re: REAL VEBA d/b/a REGIONAL EMPLOYERS ASSURANCE LEAGUE
       VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION TRUST,
       Involuntary Chapter 11, Proposed Debtor, Case No.
       3:13-bk-05987-JAF,

     * In re: SINGLE EMPLOYER WELFARE BENEFIT PLAN TRUST,
       Involuntary Chapter 11, Proposed Debtor, 3:13-bk-05988-JAF,

     * In re: PENN PUBLIC TRUST, Chapter 11, Debtor, Case No.
       3:13-bk-05989-JAF,

     * In re: KORESKO LAW FIRM, P.C., Chapter 11, Debtor, Case
       No. 3:13-bk-05990-JAF,

     * In re: KORESKO & ASSOCIATES, P.C., Chapter 11, Debtor,
       Case No. 3:13-bk-05991-JAF

The United States Trustee filed "Motions to Transfer Cases to the
Eastern District of Pennsylvania or, in the Alternative, to
Dismiss Cases".  The Department of Labor; and The Wagner Law
Group, as Independent Fiduciary for Single Employer Welfare
Benefit Plan Trust and Regional Employers Assurance League
Voluntary Employees' Beneficiary Association Trust filed Joinders
in the U.S. Trustee's Motions.  The Independent Fiduciary also
filed its own Motions to Transfer Venue.

At the Nov. 13 hearing, counsel for the U.S. Trustee and the
Independent Fiduciary advised the Court that they were proceeding
solely on requests to transfer venue and were not pursuing
dismissal until such time as the Court determines whether venue is
proper before the Middle District of Florida Court.  Accordingly,
the portions of the U.S. Trustee and Independent Fiduciary Motions
seeking dismissal of the cases are denied without prejudice.

A copy of Judge Funk's Dec. 6, 2013 Findings of Fact and
Conclusions of Law and Order Transferring Venue of Cases is
available at http://is.gd/cZNfaKfrom Leagle.com.

The REAL VEBA Trust and the SEWBP Trust are trusts formed under
the common law of the Commonwealth of Pennsylvania.  PPT is the
sole trustee of both trusts, and Koresko is PPT's sole director.
PPT is a Pennsylvania Non-Profit Corporation without members and
was incorporated by Koresko, PPT's sole director.  PMBS, K&A and
KLF are Pennsylvania Corporations, and Koresko is both the sole
director and sole shareholder for each of PMBS, K&A and KLF.

            About Regional Employers Assurance Leagues
        Voluntary Employees' Beneficiary Association Trust

Regional Employers Assurance Leagues Voluntary Employees'
Beneficiary Association Trust filed a Chapter 11 petition (Bankr.
E.D. Pa. Case No. 13-16440) on July 23, 2013.  Judge Jean K.
FitzSimon presides over the case.  The Debtor estimated assets at
$50 million to $100 million and debts at $1 million to $10
million.  The petition was signed by John J. Koresko, V, director
of trustee and administrator.

In September, the Pennsylvania Bankruptcy Court entered an order
dismissing Real VEBA's Chapter 11 case.  The dismissal came after
the U.S. Trustee called for the dismissal of the case, arguing,
among other things, that the Debtor cannot reorganize and that its
bankruptcy has no business purpose.  According to the U.S.
Trustee, the sole purpose of the filing for bankruptcy relief was
an attempt to stay a police powers action brought by the U.S.
Department of Labor, hence, the filing was not commenced in good
faith.

On Oct. 1, 2013, creditors holding $1.19 million in claims filed
an involuntary petition under Chapter 11 against Regional
Employers Assurance Leagues Voluntary Employees' Beneficiary
Association Trust, d/b/a Real VEBA Trust (Case No. 13-05987,
Bankr. M.D. Fla.).  The proposed Debtor is represented by Scott
Alan Orth, Esq., at LAW OFFICES OF SCOTT ALAN ORTH PA, in
Hollywood, Florida.  The Petitioners are represented by Brett A
Mearkle, Esq., at LAW OFFICE OF BRETT A. MEARKLE, in Jacksonville,
Florida.

Later that month, Real VEBA Trust notified the Bankruptcy Court
for the Middle District of Florida, Jacksonville Division, of its
consent of an entry of the order for relief in the involuntary
Chapter 11 case.


REEVES DEVELOPMENT: IberiaBank Says Plan Outdated, Wants Ch. 7
--------------------------------------------------------------
IberiaBank at the end of November filed an objection to the
disclosure statement explaining Reeves Development Company LLC's
Plan of Reorganization dated Feb. 27, 2013.

According to IberiaBank, the Disclosure Statement, which was filed
nine months ago, has out-of-date information.  The secured
creditor says the Debtor should provide:

  -- Information on projects for 2013, including the property sale
slated to occur on or before Aug. 31, 2013 and the investment
group's purchase of property slated for October 2013.

  -- Details on revenue generating endeavors by RDC in May and
August 2013.

  -- New disclosures on the treatment of Branch Banking and Trust,
which is a holder of a claim pursuant to a judgment in excess of
$6.4 million, as the Debtor testified at the Rule 2004 examination
that the proposed treatment of BB&T's claim is incorrect.

The bank says that at the Rule 2004 examination on Aug. 7, 2013,
the Debtor's manager disclosed to IberiaBank a new conceptual
design as to the development of the property owned by the Debtor
and Reeves Commercial Properties, LLC, another debtor (Case No.
12-21009).  However, RDC still has not updated the Chapter 11 plan
documents.

IberiaBank says the Court should disapprove the Disclosure
Statement and should instead enter an order converting the
bankruptcy case to a case under Chapter 7.

IberiaBank is represented by:

         Ronald J. Bertrand, Esq.
         Attorney at Law
         714 Kirby Street
         Lake Charles, LA 70601
         Tel: 337-436-2541

                       The Chapter 11 Plan

The Debtor has sought a delay of the hearing on the disclosure
statement several times.

The Debtor's Plan dated Feb. 27, 2013, provides that on the
effective date, all allowed accrued interest calculated at the
non-default contractual rate of 4% per annum plus any amounts
allowed by the Court will be capitalized and added to the
outstanding principal balance due under the note issued by Iberia
Bank.  The maturity of the Iberia Note will be extended to 60
months from the Effective Date.  The Debtor will then repay the
New Principal Balance with interest accruing at the non-default
contractual rate of 4% per annum from the Effective Date.

Holders of allowed secured vendor claims will receive quarterly
interest payments equal to 2% per annum on the outstanding
principal balance, plus an amount equal to the claim holders' pro
rata share as to the total allowed outstanding principal balances
of the total claims of an amount equal to $1,500 per acre for each
acre of land sold by the Debtor.

Branch Banking and Trust has agreed to a settlement of its
unsecured claims against the Debtor in exchange for certain
concessions from the Debtor's affiliated company, Houma Dollar
Partners, LLC.  In exchange for these concessions, the Debtor has
agreed to forgo any payments due from Houma Dollar Partners.  The
arrangement is subject to court approval in the bankruptcy case of
Houma Dollar Partners, LLC Case No. 12-20649.

Holders of allowed general unsecured claims, which class of claims
includes potential contract offset claims of $152,552, will be
paid quarterly interest payments equal to 2% of the outstanding
balance of the approved claim.

The holder of the subordinated claim of Reeves Commercial
Properties, LLC, agrees that it will not receive any payments for
its claims, until all other approved claims under the Plan have
been paid in full.

Equity holders have likewise agreed to forgo any payments under
the Plan until all creditors have received principal payments
totaling 50% of the approved balance as of the effective date.
Any payments to Equity holders allowed under the Plan will be
limited to an amount equal to the tax liability passed through to
the equity holders by the Debtor.

A full-text copy of the Disclosure Statement dated Feb. 27, 2013,
is available for free at http://bankrupt.com/misc/REEVESds0227.pdf

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq. -- avingiello@steffeslaw.com -- at Steffes,
Vingiello & McKenzie, LLC, in Baton Rogue, Louisiana, represents
the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


RENTECH NITROGEN: East Dubuque Fire No Impact on Moody's Ratings
----------------------------------------------------------------
Moody's Investors Service says that Rentech Nitrogen's B1
Corporate Family Rating, other ratings, and stable outlook are
unchanged following the company's announcement that production at
its East Dubuque, IL, facility will be halted for several weeks to
repair damage caused by a fire at the ammonia converter area of
the ammonia synthesis loop.

Rentech Nitrogen, a Delaware Limited Partnership has operations in
East Dubuque, IL and Pasadena, TX for the production of nitrogen
fertilizer products and granulated ammonia sulfate, respectively.
The partnership is 60% owned by Rentech, Inc. and had revenues and
Adjusted EBITDA for the LTM ending September 30, 2013 of $349
million and $101 million, respectively (the Pasadena facility was
acquired on November 1, 2012). Adjusted figures are calculated
using Moody's Standard Accounting Adjustments.


REVSTONE INDUSTRIES: Blames Acrimony on Creditors Committee
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that acrimony between Revstone Industries LLC and the
official unsecured creditors' committee is mostly the result of
the "oppositional posture adopted" by the committee, according to
papers the company filed opposing appointment of a trustee at a
hearing on Dec. 11 in U.S. Bankruptcy Court in Delaware.

According to the report, in November, the committee sought
appointment of a Chapter 11 trustee or conversion of the
reorganization to liquidation.  Revstone makes truck-engine parts.

Revstone said the committee's reliance on alleged misdeeds by
former Chief Executive Officer George Hofmeister is misplaced
because he was removed from office early this year and isn't even
on the board any more.  He was replaced by a chief restructuring
officer.

Although the company and the committee have competing liquidating
Chapter 11 plans on file, there is "no fundamental difference"
between the two proposals, according to Revstone.

On those issues where there was litigation with the committee, the
company said it prevailed on the "vast majority."

The request for a trustee is the committee's second. The committee
said that chances of recovery by unsecured creditors are
"increasingly dim."

The committee first sought takeover by a trustee in February. That
controversy was settled under an arrangement kept secret. It's
known that Revstone violated the settlement, allowing the
committee to file a reorganization plan in July.

Revstone followed by submitting its own competing plan.  The
committee has said neither plan can be approved because there
isn't enough cash to pay professional costs.  A hearing to
consider approval of disclosure materials for the two plan has
been put off until Jan. 22.

The bankruptcy judge warned he would appoint a trustee if there is
"acrimony and deadlock between debtors and stakeholders."

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RIH ACQUISITIONS: Bonuses to Executives Opposed by U.S. Trustee
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Atlantic Club Casino Hotel in Atlantic City, New
Jersey, hasn't shown why seven executives qualify for $2.1 million
in bonuses, according to the U.S. Trustee.

According to the report, last month the casino received court
approval to conduct an auction this month.  Two days later,
Atlantic Club filed papers setting up a hearing on Dec. 16 for
bonus approval.

The proposal would pay the executives $875,000 if the property
fetches $25 million at auction to be conducted Dec. 17.  If the
price rises to $35 million, the aggregate bonuses top out at
$2.1 million.

In her objection, the U.S. Trustee said the casino failed to show
the "degree of difficulty" in attaining the trigger prices.  The
time for the creditors' committee to object to the bonuses has
been extended.

Bids for the casino are due initially on Dec. 16.  A hearing to
approve sale is set for Dec. 19.

The Chapter 11 reorganization begun on Nov. 6 is pending in U.S.
Bankruptcy Court in Camden, New Jersey. Financing is being
supplied by Northlight Financial LLC. The loan requires a quick
sale.

The property has 801 rooms, 75,000 square feet of gaming space,
and seven restaurants, generating revenue of $103.8 million last
year. The 2012 net loss was $43.3 million. In the first three
quarters this year, revenue of $88.6 million resulted in a $7.4
million loss before interest, taxes, depreciation and
amortization.

The ultimate parent, Resorts International Holding LLC, acquired
the project along with three others in 2005 from Caesar's
Entertainment Inc. and Harrah's Entertainment Inc. The other
casinos were sold or given to secured lenders.


                      About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.


ROSEVILLE SENIOR: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Roseville Senior Living Properties, LLC, filed with the U.S.
Bankruptcy Court for the District of New Jersey its schedules of
assets and liabilities, disclosing:

     Name of Schedule                 Assets         Liabilities
     ----------------               ----------       -----------
  A. Real Property           To Be Ascertained
  B. Personal Property             $554,213.94
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                      Unknown
  E. Creditors Holding
     Unsecured Priority
     Claims                                                   $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                              $57,093
                                   -----------       -----------
        TOTAL                          Unknown           Unknown

A copy of the SAL is available at:

          http://bankrupt.com/misc/rosevillesenior.doc54.pdf

                       About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  It estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.


ROSEVILLE SENIOR: J. Rodrigues Appointed Patient Care Ombudsman
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for the District of
New Jersey, pursuant to Section 333 of the Bankruptcy Code,
Interim Rule 2007.2(c) and the Order directing the appointment of
a patient care ombudsman entered on Nov. 13, 2013, appoints Joseph
Rodrigues, State Long Term Care Ombudsman, California Department
of Aging, as the Patient Care Ombudsman in the Chapter 11 case of
Roseville Senior Living Properties, LLC.

                      About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  It estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.


ROSEVILLE SENIOR: Has Final Okay to Use Cash Collateral
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey entered
mid-November a final order authorizing Roseville Senior Living
Properties, LLC, to use cash collateral of CapitalSource Finance
LLC, pursuant to a budget.

CapitalSource will receive replacement liens as adequate
protection.  In addition, CapitalSource will receive a cash
payment in an amount equal to $55,000, which will be applied by
CapitalSource to reduce the accrued and unpaid interest on the
stipulated prepetition senior indebtedness.

The Debtor's authority to use cash collateral will be immediately
terminated commencing as of the date that is three business days
after Debtor's receipt of a written notice from CapitalSource
notifying Debtor of the occurrence of any "termination event."

A copy of the Final Cash Collateral Order is available at:

       http://bankrupt.com/misc/rosevillesenior.doc78.pdf

                       About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  It estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.


SAVIENT PHARMACEUTICALS: Has Agreement on Use of Cash Collateral
----------------------------------------------------------------
Savient Pharmaceuticals, Inc. on Dec. 10 disclosed that an
agreement in principle has been reached by and among Savient, the
Official Committee of Unsecured Creditors appointed in Savient's
Chapter 11 case and the Unofficial Committee of Senior Secured
Noteholders, whose members hold approximately 90% of Savient's
senior secured notes.  As part of the agreement, it is anticipated
that the UCC will withdraw its objection and consent to entry of a
final order authorizing Savient's continued use of cash collateral
by the U.S. Bankruptcy Court for the District of Delaware.  The
Parties anticipate submitting a proposed Final Cash Collateral
Order for consideration and approval by the Court on or before the
hearing to consider the Final Cash Collateral Order, currently
scheduled to take place on December 13, 2013 (subject to such
notice procedures as may be agreed by the Parties).  If entered by
the Court, the proposed Final Cash Collateral Order would, among
other things, provide for the distribution of proceeds from the
sale of all or substantially all of Savient's assets and of
additional amounts of cash collateral to the Secured Noteholders
promptly after the Sale closing.  The agreement further
contemplates that the UCC would waive its rights to challenge the
Secured Noteholders' liens and claims subject to the
implementation of a global settlement between Savient, the UCC and
the Unofficial Committee.  The Proposed Settlement, which remains
subject to documentation and final agreement by the Parties and is
to be separately submitted for approval by the Court at a later
date, is anticipated to include the following principal terms (but
may be amended or modified by agreement of the Parties):

   -- $1,775,000 in cash would be used to fund distributions to
unsecured creditors under a confirmed plan of reorganization or
liquidation and Court-approved fees and expenses of the UCC's
professionals;

   -- $100,000 in additional cash would be used to pay the fees
and expenses of the indenture trustee for Savient's convertible
notes;

   -- 100% of any proceeds received by Savient from a certain
pending litigation with a major distribution customer would be
used to fund distributions to unsecured creditors pursuant to a
confirmed Plan;

   -- If Savient's process to sell all or substantially all of its
assets results in a purchase price that exceeds $60 million, 3% of
the first $10 million of any such Overbid Amounts and 4% of any
additional Overbid Amounts would be used to fund distributions to
unsecured creditors pursuant to a confirmed Plan, subject to an
aggregate cap of $750,000;

   -- Following the cash sweep by the Secured Noteholders under
the Final Cash Collateral Order, the amounts referred to in the
first four bullets above would be placed in a segregated account
and held in trust for the benefit of general unsecured creditors
and the Committee pursuant to the Final Cash Collateral Order;

   -- The Secured Noteholders would receive no distribution on
account of any unsecured deficiency claim;

   -- Any accounts receivable that Savient collects following the
closing of the Sale (except for any accounts receivable associated
with the Litigation) would be placed in a segregated account for
the benefit of the Secured Noteholders;

   -- Savient's cash collateral budget would include $25,000 per
month for the UCC's counsel;

   -- The UCC or a chapter 7 trustee would have the right to
pursue disgorgement or lien avoidance actions against the Secured
Noteholders under certain circumstances in the event that the
Proposed Settlement were not implemented; and

   -- The Proposed Settlement would include customary and
appropriate release and exculpation provisions.

Additional information, court filings and other documents related
to this process, is available through Savient's claims agent, the
Garden City Group, at http://www.gcginc.com/cases/svntor 866-297-
1238.

Skadden, Arps, Slate, Meagher & Flom LLP and Cole, Schotz, Meisel,
Forman & Leonard P.A. are serving as the Company's legal advisors,
and Lazard is serving as its financial advisor.

Stroock & Stroock & Lavan, LLP and Pachulski Stang Ziehl & Jones,
LLP are serving as the UCC's legal advisors, and Mesirow Financial
Consulting, LLC is serving as its financial advisor.

                  About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SCRF GROUP: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: SCRF Group, LLC
        3040 Peachtree Rd., No. 615
        Atlanta, GA 30305

Case No.: 13-76625

Chapter 11 Petition Date: December 9, 2013

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

Judge: Hon. Margaret Murphy

Debtor's Counsel: Michael C. Famiglietti, Esq.
                  MICHAEL FAMIGLIETTI
                  No. 320, 127 Church Street
                  Marietta, GA 30060
                  Tel: (770) 794-8005
                  Email: lexres@bellsouth.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Seaman, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb13-76625.pdf


SCRUB ISLAND: FirstBank Loses Attempt at Dismissing Chapter 11
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FirstBank Puerto Rico, the secured lender, failed to
win quick dismissal of the newly filed Chapter 11 reorganization
for the Scrub Island Resort, Spa & Marina in the British Virgin
Islands.

According to the report, on top of failing to achieve what it set
out to accomplish, the bank walked out of bankruptcy court saddled
with an injunction for continuing foreclosure despite the resort's
bankruptcy filing.

The bank, owed about $120 million including interest, initiated
foreclosure and had a receiver appointed by a court in the British
Virgin Islands on Nov. 1. Eighteen days later, Scrub Island's
owner filed a Chapter 11 petition in Tampa, Florida, intending to
set aside the receivership.

The San Juan, Puerto Rico-based bank went to bankruptcy court,
telling U.S. Bankruptcy Judge Michael G. Williamson he should
dismiss the bankruptcy promptly because the resort "manufactured"
jurisdiction in the U.S. to halt the receivership under way in the
British Virgin Islands.

Judge Williamson read a 30-minute decision in open court Dec. 6.
Not only did Judge Williamson refuse to dismiss the bankruptcy, he
also signed an injunction barring the bank from proceeding with
the receivership.

The U.S. judge said the receivership wasn't a proceeding for the
collective benefit of creditors. Rather, only the bank would
benefit by taking ownership through foreclosure, leaving nothing
for other creditors.

Judge Williamson said the case is properly in the U.S. because the
headquarters for the resort's owner is in Florida, where the bank
accounts are maintained. The property is marketed to U.S.
citizens. He said the British Virgin Islands wouldn't qualify to
be a so-called foreign main proceeding.

The resort's U.S. bankruptcy wasn't filed in bad faith, Judge
Williamson said, simply because the purpose is to reverse a
receivership. The judge refused to dismiss the U.S. bankruptcy
because it wouldn't be in the best interests of the larger
creditor body.

                        About Scrub Island

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

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

The Debtor is represented by Charles A. Postler, Esq., and Harley
E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

FirstBank Puerto Rico is asking the U.S. Bankruptcy Court to
dismiss the bankruptcy case, saying it is interfering with an
ongoing effort to collect the more than $120 million it is owed.


SENSATA TECHNOLOGIES: Moody's Hikes CFR to Ba2 & Sr. Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service upgraded Sensata Technologies B.V.'s
Corporate Family Rating (CFR) to Ba2 from Ba3, upgraded the
Probability of Default Rating (PDR) to Ba2-PD from Ba3-PD, and
affirmed the company's Speculative Grade Liquidity Rating (SGL) at
SGL-1. Moody's also upgraded Sensata's senior facilities (term
loan and revolver) to Baa2 from Baa3 as well as the company's
senior notes issues to Ba3 from B1. The upgrade is based on a
number of factors including the company's improved leverage
profile and expectation for stable end market demand and strong
free cash flow generation. The rating outlook is Stable.

Rating Rationale:

Sensata's Ba2 CFR reflects its global market position, strong
leverage and coverage metrics, and very good liquidity supported
by strong free cash flow generation and modest capital expenditure
requirements. The rating reflects the embedded nature of Sensata's
products within larger systems, a characteristic that provides
customer retention as well as pricing power. These factors are
tempered by the deeply cyclical nature of many of the company's
end markets as well as significant exposure to an uncertain
European economy. The company's Stable outlook reflects the
company's ongoing balance sheet improvement and the expectation
that the company's credit metrics may modestly improve over the
next year.

Issuer: Sensata Technologies B.V.

Upgrades:

Issuer: Sensata Technologies B.V.

Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD

Corporate Family Rating, Upgraded to Ba2 from Ba3

Senior Secured Bank Credit Facility (Revolver and Term Loan),
Upgraded to Baa2 LGD2, 12 % from Baa3 LGD2, 10 %

Senior Unsecured Regular Bond/Debenture May 15, 2019, Upgraded to
Ba3 LGD4, 68 % from B1 LGD4, 66 %

Senior Unsecured Regular Bond/Debenture Oct 15, 2023, Upgraded to
Ba3 LGD4, 68 % from B1 LGD4, 66 %

Assignments:

Issuer: Sensata Technologies B.V.

Senior Secured Bank Credit Facility (Revolver and Term Loan),
Assigned Baa2 LGD2, 12%

Outlook Actions:

Issuer: Sensata Technologies B.V.

Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Sensata Technologies B.V.

Speculative Grade Liquidity Rating, Affirmed SGL-1

Sensata is currently amending and extending its Bank Credit
Facilities and is upsizing the term loan by approximately $100
million as part of the amendment. The amendment is to allow the
company to benefit from a lower interest rate on the debt. The
Senior Secured credit facility's rating of Baa2 benefits from its
first lien secured position in the capital structure and
guarantees from certain domestic and foreign subsidiaries. The
Term Loan and $250 million revolver will be supported by $1.2
billion in more junior debt ($700 million and $500 million Senior
Unsecured Notes, both rated Ba3).

Sensata's SGL-1 rating incorporates Moody's expectation of very
good liquidity over the near term. Its cash cushion of nearly $350
million as of September 30, 2013 should be sufficient given its
modest working capital and capital expenditure needs relative to
its cash generation ($424 million of cash from operations versus
$74 million of capital expenditure for the LTM period ending
9/30/13). Its liquidity is also supported by its $250 million
revolving credit facility, which had approximately $245 million of
availability net of letters of credit as of September 30, 2013.
Lastly, Sensata has significant covenant headroom as it has a
springing covenant, which is only triggered to the extent that the
company has borrowed more than 10% of its revolver. Its
alternative forms of liquidity are limited given that the senior
facilities are secured by assets of material domestic and foreign
subsidiaries.

Positive ratings traction could occur if end market demand is
stronger than anticipated, particularly in its European
operations. Additionally, if the company was to continue to reduce
its leverage such that its debt to EBITDA was expected to remain
below 2.5x on a sustainable basis, the rating may improve.
Positive sales growth above the rate of inflation with improving
margins would also be important to a positive rating action. An
improving balance sheet, particularly if through a more
conservative share buyback program and greater cash generation,
would also support positive ratings traction.

The ratings could be downgraded or a negative ratings outlook
could occur if leverage increased to above 4.5x as a result of end
market softness or larger than anticipated shareholder repurchases
or acquisitions.

The stable rating outlook reflects Moody's anticipation of steady
growth in demand within Sensata's key end markets, including auto,
as well as limited margin improvement over the near term.

Sensata Technologies B.V. is an indirect wholly-owned subsidiary
of Sensata Technologies Holding N.V., a globally diversified
manufacturer of sensors and controls products for mission critical
applications across a variety of end markets, including
automotive, aerospace, HVAC, and general industrial markets. The
company's products include sensors measuring pressure, force, and
speed, and thermal and magnetic-hydraulic circuit breakers and
switches. LTM revenue as of 9/30/13 was approximately $1.9
billion.


SIMPLY WHEELZ: Hertz, Advantage Rent a Car Reach Settlement
-----------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Advantage Rent a Car has reached a key settlement with former
parent Hertz Global Holdings Inc. as it prepares to sell its
assets to a Canadian private-equity firm.

According to the report, regulators had ordered Hertz to divest
Advantage in connection with Hertz's acquisition of Dollar Thrifty
Automotive Group Inc.  Advantage filed for Chapter 11 protection
last month amid disputes over the vehicles it leased from Hertz.
The Dec. 10 settlement removes a significant obstacle to
Advantage's future operations and pending sale to Catalyst Capital
Group Inc., which on Dec. 9 won a bankruptcy auction for the
company.

The lease agreement required Advantage to sell the vehicles at
auction by the end of 2014 and pay Hertz the difference between
the sale proceeds and the cars' book value, the report said.
Advantage began taking losses on the sales and accused Hertz of
overvaluing the cars. Hertz moved to terminate the lease and
complained that Advantage missed monthly payments.

Under the settlement, which the companies are working to finalize,
Hertz agreed to allow Advantage to continue using the vehicles in
exchange for payments, the report related.  Hertz will also pay
Catalyst $2.75 million when the sale closes, and the deal gives
Catalyst the option to purchase the leased vehicles.

Hertz will also refrain from seizing about 14,000 of the
approximately 24,000 vehicles it leased to Advantage, the report
further related.

                    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.


SIMPLY WHEELZ: Sec. 341 Creditors' Meeting Set for Dec. 23
----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Simply Wheelz LLC, on
Dec. 23, 2013, at 10:00 a.m.  The meeting will be held at 501 East
Court Street, Suite 1.452, Jackson, MS 39201.

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 Ellington.  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.


SIMPLY WHEELZ: Can Employ Capstone Advisory as Financial Advisor
----------------------------------------------------------------
Simply Wheelz LLC sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of Mississippi to
employ Capstone Advisory Group, LLC, as financial advisor.

The firm will be paid the following customary hourly rates:

   Executive Directors     $575 to $830
   Managing Directors      $475 to $640
   Directors               $350 to $450
   Consultants             $240 to $340
   Support Staff           $120 to $305

The firm will also be reimbursed for any necessary out-of-pocket
expenses.  Capstone has agreed to limit its professional fees to
no more than $400,000 for the month of October.

The Debtor has paid Capstone $400,000 for prepetition fees and
reimbursable expenses the amount of $30,123.  In addition,
Capstone has received a $100,000 retainer for postpetition
services.

Edwin N. Ordway, Jr., executive director and manager of Capstone
Advisory Group, LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

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 Ellington.  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.


SPORTSMAN CHALET: Begins Liquidation Sale
-----------------------------------------
The Bellingham Herald, in Bellingham, Washington, reports that
Sportsman Chalet owner Noel Lemke disclosed in a Facebook post
that after 41 years of serving Bellingham, the company will be
closing forever.  According to the post, the store was closed for
business as it was re-pricing everything for a store wide
liquidation sale.  The company was then slated to open Dec. 4 and
remain open until everything is sold.


SPRINT CORP: Moody's Rates Proposed Sr. Unsecured Notes 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Sprint
Corporation's proposed offering of Senior Unsecured Notes due
2024. The proceeds will be used for general corporate purposes,
which may include, among other things, redemptions or service
requirements of outstanding debt, network expansion and
modernization. Sprint's other ratings and stable outlook remain
unchanged.

Moody's has taken the following rating action:

Rating Assigned:

Issuer: Sprint Corporation

Senior Unsecured Notes due 2024 -- B1, LGD5 (74%)

Ratings Rationale:

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.


STANS ENERGY: OSC Grants Management Cease Trade Order
-----------------------------------------------------
Stans Energy Corp. on Dec. 10 disclosed that it has been granted a
Management Cease Trade Order by its principal regulator, the
Ontario Securities Commission, following the Company's application
for a MCTO to be issued.

As previously announced by press release dated November 28, 2013,
the application for the MCTO was made by the Company in respect to
the late filing of the Corporation's interim financial statements,
accompanying management's discussion and analysis and related CEO
and CFO certifications for the period ended September 30, 2013
which were to be filed at the latest on November 29, 2013.  The
reason for the delay is that the Company is considering impairment
charges against its assets and needs more time to determine the
appropriate impairment for inclusion in our financial reporting.

The MCTO restricts all trading in securities of the Company,
whether direct or indirect, by the Chief Executive Officer and the
Chief Financial Officer of the Company until such time as the Q3
Filings have been filed by the Company.  The MCTO does not affect
the ability of shareholders who are not insiders of the
Corporation to trade their securities.  However, the applicable
Canadian securities regulatory authorities could in future
determine, in their discretion, that it would be appropriate to
issue a general cease trade order against the Company affecting
all of the securities of the Company.  A copy of the MCTO will be
posted to the Company's website.

Until the MCTO is lifted, Stans will comply with the alternative
information guidelines set out in National Policy 12-203 - Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require the Company to
issue bi-weekly default status reports by way of a news release,
and one will be forthcoming in the prescribed time frame.

The Company anticipates that it will be in a position to remedy
the default by filing the Required Filings by January 28, 2014.
The MCTO will be in effect until after the Required Filings are
filed.

There are no insolvency proceedings to which the Company is
subject.

There is no material information concerning the affairs of the
Company which has not been generally disclosed.

                        About Stans Energy

Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union.  In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic.  On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides.  For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.


SURGICAL CARE: Moody's Cuts Sr. Secured Notes Rating to 'B2'
------------------------------------------------------------
Moody's Investors Service lowered the ratings on Surgical Care
Affiliates, LLC's ("SCA") existing senior secured credit
facilities to B2 from B1. Furthermore, the Corporate Family Rating
at B2 and the Probability of Default Rating at B2-PD have been
affirmed. In addition, Moody's has raised the Speculative Grade
Liquidity Rating to SGL-1 from SGL-2. The outlook is stable.

On October 30, 2013, SCA raised $270 million from its initial
public offering. Proceeds were used to redeem all of its
outstanding $150 million senior subordinated notes due 2017,
return $78 million to shareholders and the remaining funds used
for general corporate purposes. Despite the redemption and
improvement in leverage, SCA's modest revenue base and acquisition
strategy remains a constraining factor to the ratings.

The lowering of the company's senior secured credit facilities
ratings reflects a reduction in loss absorption within the capital
structure, following the redemption of $150 million senior
subordinated notes. The subordinated notes added cushion to the
existing senior secured term loan in accordance with Moody's loss
given default methodology.

Following is a summary of Moody's rating actions and revised LGD
estimates:

Surgical Care Affiliates, LLC:

Ratings lowered:

Senior secured revolving credit facility due 2016 to B2 (LGD 3,
46%) from B1 (LGD 3, 39%)

Senior secured term loan B due 2017 to B2 (LGD 3, 46%) from B1
(LGD 3, 39%)

Senior secured term loan B due 2018 to B2 (LGD 3, 46%) from B1
(LGD 3, 39%)

Ratings affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Rating raised:

Speculative Grade Liquidity Rating to SGL-1 from SGL-2

Rating to be withdrawn:

Senior subordinated notes due 2017 at Caa1 (LGD 6, 92%)

Rating Rationale:

SCA's B2 Corporate Family Rating reflects the company's moderately
high leverage, modest revenue base and adequate free cash flow.
While Moody's expects acquisitions to contribute to the company's
growth trajectory, they are likely to limit any further de-
leveraging in the near term. Although patient volumes have begun
to show improvement, it remains too early to determine if the
reversal is sustainable given the weak economic environment. The
rating also reflects favorable industry fundamentals over the
long-term. Moody's expects insurance payers, including Medicare,
to continue driving patients to less expensive providers, such as
ASCs. The rating also considers the company's strong market
position, improving case mix, and good liquidity.

The stable rating outlook reflects Moody's expectation that the
company will continue to enter into joint-ventures with physician
groups, which should drive patient volumes and top line growth;
however, it will also constrain the majority of available free
cash flow. The stable outlook also encompasses Moody's expectation
that the rate environment will remain stable for the foreseeable
future and that SCA will maintain leverage at about 5 times.

The rating could be downgraded should the company take on debt to
fund an acquisition or if debt to EBITDA is expected to be
sustained above 6.5 times. Additionally, the rating could be
downgraded if it's anticipated that free cash flow will turn
negative or any deterioration in liquidity.

The rating could be upgraded if the company can sustain free cash
flow to debt above 8% and demonstrate an ability to maintain
leverage below 4.5 times.

Surgical Care Affiliates is headquartered in Birmingham, Alabama,
operates one of the largest networks of surgical facilities in the
US, comprised of 168 ambulatory surgery centers (ASCs) and five
surgical hospitals at September 30, 2013.


THE GUNSHED: Higgenbotham to Hold Auction for Assets
----------------------------------------------------
Higgenbotham Auctioneers International (HAI) will be holding a
business liquidation auction for The Gunshed, formerly operating
on Edgewood Dr. in Lakeland, FL. The live, on-site auction will
include real estate and inventory and be held at 1704 E. Edgewood
Dr. at 10 a.m. EST on Saturday, Dec. 14, 2013.

In operation in Lakeland since 1976 and known for its friendly,
knowledgeable staff, the owners of The Gunshed have chosen to
retire and close their doors after 37 years.

The real estate for auction includes a 2,400 square-foot retail
space sitting on 0.29 acres in the heavily trafficked corridor
between South Florida and US 98.  Built in 1975, the building
features recently installed TPO roofing, steel reinforced windows
and doors, an office area and twelve fully paved store-front
parking spaces.

The inventory includes over 170 firearms with more than 100
firearms being brand new.  The brands of long guns and hand guns
for auction include Beretta, Browning, Bushmaster, Colt, DPMS, FN,
Glock, High Standard, Marlin, Remington, Ruger, Smith & Wesson,
Springfield Armory, and Winchester.  In addition to firearms,
ammunition, accessories, safes, fixtures, displays, show cases and
other store fixtures will be auctioned.


TRIGEANT LTD: Ch. 11 Shines Light on Billionaire's Family Dispute
-----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that a
fight for control of a Texas oil refinery between Palm Beach
billionaire Harry Sargeant III and members of his family has
forced their jointly owned company, Trigeant Ltd., into
bankruptcy.

According to the report, on one side of the dispute is Mr.
Sargeant III, a former Marine fighter pilot turned shipping
magnate and asphalt mogul. On the other are Mr. Sargeant's two
brothers, Daniel and James, and his father, Harry Sargeant II, who
put Trigeant into Chapter 11 last week in U.S. Bankruptcy Court in
West Palm Beach, Fla.

Together the Sargeant family owns Trigeant, which provides fuel
and asphalt products to the housing and transportation industries,
the report related. Mr. Sargeant III's father and two brothers,
who own 70% of the company, removed Mr. Sargeant III from his
position as manager in February.

Noting that there is "presently a high degree of animosity"
between the two sides, lawyers for the father and brothers said
they put Trigeant into Chapter 11 to slow Mr. Sargeant III's bid
to seize control of the company's primary asset, a Corpus Christi,
Texas, refinery, which has been valued between $30 million to $160
million, the report added.

The family says Mr. Sargeant III, who has a $22 million lien
against the plant through a company he controls called BTB
Refining LLC, is attempting to prevent the refinery from operating
in an effort to lower its value and obtain ownership of it, the
report further related.

                       About Trigeant Ltd.

Trigeant, Ltd., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 13-38580) in West Palm Beach, Florida, on
Nov. 27, 2013.  The Boca Raton, Florida-based owner of a refinery
estimated $10 million to $50 million in assets, and $50 million to
$100 million in liabilities.  Paul Steven Singerman, Esq., at
Berger Singerman, in Miami, serves as counsel to the Debtor.
Judge Hon. Erik P. Kimball presides over the case.


TRIPLE POINT: Moody's Lowers CFR & 2nd Lien Debt Ratings to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Triple Point Group Holdings,
Inc.'s debt ratings, including the Corporate Family rating ("CFR")
to Caa1 from B3, the Probability of Default rating ("PDR") to
Caa1-PD from B3-PD, the senior secured 1st lien revolving credit
facility due 2018 and term loan due 2020 ratings to B3 from B2 and
the senior secured 2nd lien term loan due 2021 rating to Caa3 from
Caa2. The ratings outlook is stable.

Ratings Rationale:

"Unexpected and significant deterioration in 2013 software license
sales and a greatly diminished software license sales pipeline
lead us to expect neither revenue growth nor debt reduction in
2014," noted Edmond DeForest, Moody's Senior Analyst.

The downgrade of the CFR to Caa1 reflects expectations for little
free cash flow and for debt to EBITDA (after Moody's standard
adjustments) leverage to remain above 7.5 times over the next 12
to 18 months. Consequently, Moody's does not expect Triple Point
to deleverage through EBITDA growth at the pace that supported
higher ratings. Despite the diminished revenue expectations, cost
reduction initiatives completed in 2013 leave Triple Point with an
expense base that can be supported by the lower revenue level. The
company's liquidity profile is considered adequate for the next 12
to 18 months with Moody's expectations for at least $20 million of
cash throughout 2014 and expected access to the unused and fully
available $40 million revolving credit facility.

The stable ratings outlook reflects Moody's expectations for
revenues of approximately $160 million, EBITDA of about $50
million and $10 million of free cash flow in 2014. The ratings
could be lowered if revenues continue to decline, reducing profits
and free cash flow, or if liquidity deteriorates. The ratings
could be upgraded if Triple Point reduces customer concentration
by growing revenues, EBITDA, and free cash flow, while maintaining
balanced financial policies. Higher ratings would be possible if
debt to EBITDA is expected to be maintained below 7 times and free
cash flow of about $30mm a year is anticipated.

The following ratings were downgraded:

Corporate Family Rating -- Downgraded to Caa1 from B3

Probability of Default Rating -- Downgraded to Caa1-PD from B3-PD

Senior Secured First Lien Revolving Credit Facility -- Downgraded
to B3 ( LGD3, 35%) from B2 (LGD3,35%)

Senior Secured First Lien Term Loan -- Downgraded to B3 ( LGD3,
35%) from B2 (LGD3,35%)

Senior Secured Second Lien Term Loan -- Downgraded to Caa3 (
LGD5, 88%) from Caa2 ( LGD5, 88%)

Triple Point provides procurement, processing, risk assessment and
decision support software solutions to companies and trading firms
which deal with various commodities and related derivatives,
primarily whose business operations are exposed to price or
regulatory risks related to physical commodities. The company is
owned by an indirect subsidiary of ION Investment Group. Moody's
expects 2014 revenues of about $160 million.


UNIVERSAL HEALTH CARE: Trustee Taps Cherry Bekaert as Auditor
-------------------------------------------------------------
Soneet R. Kapila, the Chapter 11 trustee of Universal Health Care
Group, Inc. and American Managed Care, LLC, asks for permission
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Cherry Bekaert LLP as auditor of the 401(k) plan
maintained by the Debtor as part of the plan termination process.

The Trustee seeks approval of and authorization to employ Cherry
Bekaert to audit the Plan for the years 2012, 2013 and 2014 as
part of the necessary process to terminate the Plan.  Cherry
Bekaert's proposed compensation is $12,000 to $15,000 for 2012 and
$8,000 a year for 2013 and 2014.  Payments to Cherry Bekaert will
be from the assets of the Plan.  It is a requirement of the
termination process to submit audited financial statements of the
Plan.

Cherry Bekaert will also be reimbursed for reasonable out-of-
pocket expenses incurred.

The Court for the Middle District of Florida will hold a hearing
on the firm's hiring on Dec. 19, 2013, at 3:00 p.m.

Cherry Bekaert can be reached at:

       CHERRY BEKAERT LLP
       200 East Broward Blvd., Suite 2000
       Fort Lauderdale, FL 33301
       Tel: (954) 556-1720
       Fax: (954) 556-1759

                  About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  Dennis S. Jennis, Esq., and Jennis & Bowen, P.L.,
serves as special conflicts counsel and E-Hounds, Inc. serves as a
forensic imaging consultant.


US FOODS: Moody's Reviews 'B3' Corp. Family Rating for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed all ratings of US Foods, Inc.
including the B3 Corporate Family Rating, on review for upgrade.
These rating actions are due to US Foods' announcement earlier
that it was being acquired by Sysco Corporation, a US-based food
distributor with $45 billion in revenues rated, A1 (rating under
review for downgrade) for total consideration of approximately
$8.2 billion.

"While there is much work remaining, including among other things
regulatory review, in the event this transaction closes along the
lines outlined earlier, an upgrade well into investment grade is
likely," stated Moody's Vice President Charlie O'Shea. The review
will also consider the extent to which Sysco provides a guarantee
or other form of parent support should US Foods existing debt
remain outstanding after the transaction is completed.

Ratings Rationale:

US Foods' B3 Corporate Family and B3-PD Probability of Default
ratings reflect the company's highly leveraged capital structure
and weak credit metrics. The ratings also reflect Moody's
assumption that these metrics will continue to show only modest
incremental improvement over the next 12 months given an
aggressive financial policy and the fact that much of the
company's cash flows go to service debt and fund capital
expenditures. Positive ratings consideration is given to the
company's sound execution ability and its formidable market
position, with a solid and defensible number two share behind
market leader Sysco, balanced by the increasingly competitive
environment led by specialized niche operators such as Restaurant
Depot.

At present, there is minimal upward pressure on the company's
ratings given its highly leveraged profile and the aggressive
financial policy mandated by its sponsors. Absent a significant
improvement in operations, Moody's expects only modest
improvements in credit metrics. Quantitatively, an upgrade could
occur if debt/EBITDA sustains at 6 times, EBITA/interest remains
above 1.75 times, and financial policy remains tempered.

US Foods, Inc. ("USF") is a leading North American food service
marketing and distribution company, with annual revenues of around
$22 billion. The company operates as a national, broad-line
distributor, providing a complete range of products -- from fresh
farm produce, frozen food, and specialty meat products to paper
products, restaurant equipment, and machinery.


VPR OPERATING: Committee Withdraws Proposed Conversion Order
------------------------------------------------------------
Bankruptcy Judge Tony M. Davis entered an order providing for the
withdrawal of the proposed order lodged by the Official Creditors'
Committee of VPR Operating, LLC, et al., for approval of a
structured conversion of VPR's Chapter 11 case to one under
Chapter 7 of the Bankruptcy Code.

Victory Park Credit Opportunities, LP, and related entities filed
a limited objection to the Committee's Chapter 7 conversion bid.
Though the Victory Park Parties do not oppose conversion of the
Debtors' cases based upon their current condition, the Victory
Park Parties said certain of the relief requested and parts of the
language of the proposed Order attempt to dictate the effect of
the conversion in a manner outside of the Bankruptcy Code.
According to Victory Park, the Bankruptcy Code and Rules, and not
the Committee's desires, determine what a Chapter 7 Trustee may or
may not pursue and what property is or is not "property of the
estate."

Victory Park has issues with certain sections in the proposed
order, including paragraph 6, which states that the Trustee will
hold "by operation of law" certain "litigation positions" and
states that all claims and causes of action "preserved for the
Committee and its successor" shall survive conversion and may be
asserted by the Chapter 7 Trustee

A copy of the proposed order withdrawn by the Committee is
available for free at:

                       http://is.gd/CYwpYr

A copy of Victory Park's objection is available for free at:

                        http://is.gd/ORWrke

Victory Park is represented by:

         Mark C. Taylor, Esq.
         Eric J. Taube, Esq.
         Morris D. Weiss, Esq.
         State Bar No. 21110850
         HOHMANN, TAUBE & SUMMERS, L.L.P.
         100 Congress Avenue, 18th Floor
         Austin, TX 78701
         Tel: (512) 472-5997
         Fax: (512) 472-5248

In seeking Chapter 7 conversion, the Committee pointed out that
the Court in September 2013 entered orders approving the sale of
substantially all of the Debtors' assets.  Upon the closing of
each sale of the Debtors' assets, the Debtors will have no assets
to operate.  Except for cash that is subject to disputed liens and
claims, the only remaining material assets shall be litigation
assets.  According to the Committee, there is no need or benefit
for the Debtors to remain in Chapter 11 and attempt to
rehabilitate themselves.

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.  Newera
Consulting, LLC, serves as financial advisors.


WESTERN FUNDING: Amendment to Cash Collateral Stipulation Okayed
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada entered a
final order approving a first stipulated amendment to a
stipulation authorizing Western Funding Incorporated, Western
Funding Inc. and Global Track GPS, LLC, to use cash collateral of
BMO Harris Bank, N.A., granting adequate protection and granting
relief from the automatic stay pursuant to Sections 361, 362 and
363 of the Bankruptcy Code.

On Nov. 1, 2013, the Debtors and BMO Harris executed the First
Supplemental Amendment to the Stipulation which provides, among
other matters, that:

   (a) After entry of an order approving the Cash Collateral
       Amendment, the Debtors would, immediately thereafter, pay
       BMO Harris an additional adequate protection payment of
       $500,000;

   (b) After approval of a transaction or sale for substantially
       all of the Debtors' business, the Debtors would immediately
       transfer all cash collateral then held or controlled by
       them; and

   (c) The Debtors would continue and finalize their efforts to
       return all pre-pretition retainers, and impose other
       limitations with respect to the retainer being held by the
       Debtors' general reorganization counsel.

The Debtors maintained that approval of the Amendment is necessary
and appropriate for these reasons:

   1. The Debtors' operations and net cash have been favorable as
      compared with the Budget, and simply leaving cash in the
      Debtors' estates that otherwise constitutes the cash
      collateral of BMO Harris does not do the estates any good,
      and in fact, prejudices the estates by increasing the
      potential interest accruals on the outstanding credit
      balance that needs to be repaid to BMO Harris.

   2. Approval of the Amendment memorializes the further terms and
      conditions on which BMO Harris is willing to allow the
      transaction to occur in this case, albeit not technically in
      strict compliance with the original terms of the Cash
      Collateral Stipulation.

On Sept. 9, 2013, BMO Harris filed its Statement of Non-Consent to
Use of Cash Collateral.

After further substantial negotiations, the Debtors and BMO Harris
were able to come to an agreement on the terms and conditions of a
consensual use of cash collateral, which agreement was
memorialized in the Stipulation.

The Cash Collateral Stipulation provided that the Debtors were
authorized on a limited basis to use BMO's Collateral but only in
strict accordance with the terms and conditions provided in the
Cash Collateral Stipulation and Budget and only until the
occurrence of a "Termination Event".  The Debtors were also
permitted to use Cash Collateral to buy a limited amount of new
finance receivables, but prohibited from using any Cash Collateral
to pay or fund dealer reserves.

                     About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.


WESTERN FUNDING: Court Denies Bid to Dismiss Chapter 11 Case
------------------------------------------------------------
Judge Laurel E. Davis of the U.S. Bankruptcy Court for the
District of Nevada denied the request of Class B members of Harbor
Structured Finance LLC, the sole shareholder of debtor Western
Funding Incorporated, to dismiss the Debtor's Chapter 11 case.

Any request for a stay pending appeal of the Order pursuant to
Rule 8005 of the Federal Rules of the Bankruptcy Procedure is
denied, according to the ruling.

As reported by the TCR on Nov. 13, 2013, the group sought the
dismissal of the case on the basis that the petition was invalid
since it is not authorized by a valid corporate resolution.  The
group also questioned the timing of the filing of the bankruptcy
case, saying it was filed not to administer WFI's assets but to
avoid the surrender of WFI to a receiver.

                     About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.


WESTERN FUNDING: Sale Hearing Scheduled for Dec. 20
---------------------------------------------------
The Bankruptcy Court approved and authorized bidding procedures in
connection with the sale of substantially all of the operating
assets of Western Funding Incorporated, Western Funding Inc. and
Global Track GPS, LLC.  The Court found that the procedures are
fair, reasonable and appropriate under the circumstances and
represent the best method for maximizing the recovery on, and
realizable value of, some or substantially all of the Debtors'
operating assets, excluding any and all real property.

All objections that have not been withdrawn, waived or settled are
overruled.

A hearing will be held on Dec. 20, 2013, at 9:30 a.m. (PST) to
consider approval of the Sale.  Deadline to object to the sale
motion will be on Dec. 17.

An auction will be held on Dec. 18 at 9:00 a.m. at the offices of
special counsel to the Debtors: Lewis Roca Rothgerber, 3993 Howard
Hughes Pkwy., Suite 600, Las Vegas, Nevada 89169.

Interested parties can submit their bids by the December 16
deadline.  If the Debtors do not receive any qualified bids other
than Carfinco Financial Group, Inc., the stalking horse bidder,
the Debtors will not hold the auction and the Debtors will seek
approval of the sale to Carfinco.

A copy of the Sale Order is available for free at:

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

                    Bidding Procedures Opposed

Prior to the hearing on the bid procedures, the Official Committee
of Unsecured Creditors filed an objection.  The Committee asserted
that due process has not been provided to it and the other
parties-in-interest.  The Committee said that parties are afforded
very little time to review the information and submit a bid.  The
Committee also sought clarification, supplementation, or revision
of the Bid Procedures for, among other things, the following
reasons:

   (a) To clarify that a potential bidder is not required to make
       an offer substantially similar in terms to the Carfinco
       offer.

   (b) Because the Stalking Horse Agreement is not in final form,
       a party cannot adequately review it and determine how it
       should be modified for purposes of making a bid.

   (c) To satisfy their burden of demonstrating that their assets
       have been properly marketed, the Debtors must demonstrate
       that they have marketed their assets in a manner that
       satisfies their fiduciary obligations to creditors.

   (d) The Debtors do not disclose the source of payment for the
       consumer privacy ombudsman and whether that payment will be
       considered in connection with the bidding process.

   (e) It should be specified that a sale of the real property may
       occur outside of this sale, as is proposed with Carfinco
       for the real property located in Las Vegas, Nevada.

The Committee also requested that the deadline contained in the
Bid Procedures be continued to allow for adequate notice.

The Class B Members of Harbor Structured Finance, LLC, filed a
joinder to the objection.  "It is inconsistent with due process
and fundamental fairness for the Debtors who, on the one hand,
request that the most substantive matters such as bidding
procedures and approval of the disclosure statement be heard on
shortened time but, on the other hand, refused to timely provide
important information and documents to interested parties so that
they can meaningfully participate in the case as recently occurred
and as contemplated by the section of the Bidding Procedures
attached as Exhibit B to the Bidding Procedures Motion at p.4
entitled Access to Due Diligence Materials," said Christopher D.
Jaime, Esq., at MAUPIN, COX & LEGOY, attorney for the Class B
Members.  The Class B Members also complain that the Bidding
Procedures are too subjective and they place too much discretion
in the Debtors to determine whether a bidder is a qualified
bidder.

Mark Finston and James B. Hadden also filed a joinder to both
objections.

                     About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.


WESTERN FUNDING: Panel Taps Amherst Consulting as Banker
--------------------------------------------------------
The Official Committee of Unsecured Creditors of Western Funding
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the District of Nevada to retain Amherst
Consulting, LLC, as investment banker, nunc pro tunc to
Nov. 26, 2013.

The Committee requires Amherst Consulting to:

   (a) identify and initiate a potential Transaction;

   (b) assist in soliciting potential interested parties and
       prepare, to the extent time permits and is useful,
       materials to be used by potentially interested parties in
       considering a potential Transaction;

   (c) assist the Committee in reviewing the terms of any proposed
       Transaction, in responding thereto and, if directed, in
       evaluating alternative proposals for a Transaction;

   (d) assist or participate in negotiations with the parties of
       interest including without limitation, any current or
       prospective creditors of, or claimants against, the Debtors
       and their respective representatives in connection
       with a Transaction;

   (e) direct and coordinate the due diligence process and
       facilitate the closing of the Transaction;

   (f) advise and attend meetings of the companies' board of
       directors, creditor groups and other interested parties, as
       necessary; and

   (g) render such other financial advisory and sale related
       services as may be agreed upon by Amherst and the Committee
       in connection with any of the foregoing.

Amherst Consulting will be paid at these hourly rates:

       Partners                $450
       Managing Director       $400
       Directors               $375
       Senior Associates       $325
       Associates              $300

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

Amherst will receive a retainer in the amount of $25,000.

In addition, if the purchase price bid is increased in value over
the current Stalking Horse bid, Amherst shall be paid a success
fee, payable upon approval of the bankruptcy court, for such
Transaction, according to the following formula:

    -- 2.0% of any Transaction Value increase over the current
       Stalking Horse bid;

    -- In the event of a Credit Bid by the Secured Lender, a flat
       fee of $75,000.

With the exception of a Credit Bid by the Secured Lender, in no
event will the Success Fee be less than $100,000, nor will credit
be given for the Retainer or any hourly rate invoices.

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

Amherst Consulting can be reached at:

       Terry M. Keating
       AMHERST PARTNERS, LLC
       300 South Wacker Drive, Suite 1250
       Chicago, IL 60606
       Tel: (312) 878-2404
       E-mail: tkeating@amherstpartners.com

                 About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., whose customers
usually have less-than-perfect credit, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made in 2012.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.


WESTLAKE CENTER: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Westlake Center LLC
        560-566 W. Lake St.Unit 2E 3E
        Chicago, IL 60661

Case No.: 13-47173

Chapter 11 Petition Date: December 9, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Carol A. Doyle

Debtor's Counsel: Linda Spak, Esq.
                  SPAK & ASSOC
                  6938 N Kenton
                  Lincolnwood, IL 60712
                  Tel: 312 372-8703
                  Fax: 773 338-4956
                  Email: attorneyspak@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


WILLMOTT FORESTS: Liquidators of Landlords Can Disclaim Leases
--------------------------------------------------------------
The Lawyer reports that in a decision handed down in Willmott
Growers Group Inc v Willmott Forests Limited (Receivers and
Managers appointed) (in liquidation) [2013] HCA 51, the majority
of the High Court upheld the Victorian Court of Appeal's
conclusion that the liquidators of an insolvent landlord can
disclaim a lease, thereby extinguishing the tenant's leasehold
interest.

This decision has clarified the situation for liquidators: leases
can be disclaimed with full effect, so that the land can be sold
or dealt with unencumbered by the tenant's interest, according to
The Lawyer.  However, the report notes that it raises some
difficult questions for tenants, particularly tenants with long-
term leases, as it reduces certainty if the lease can later be
disclaimed and it may also affect the ability of a tenant to raise
finance using a long-term lease as security.

In most instances, it will be more beneficial for the landlord's
creditors for the liquidator to sell/deal with the land on a
'subject to lease' basis: but where it is not, then tenants are at
risk of having their leases extinguished, The Lawyer relates.   A
tenant can challenge the disclaimer in court, but if this is not
successful, their only remedy is to be treated as a creditor in
the liquidation for the losses arising as a result of the
disclaimer, the report discloses.


WOODEN RULER: Auction of Assets Set for Jan. 9
----------------------------------------------
Real and personal property of Wooden Ruler Realty, LLC, will be
sold at a foreclosure auction on Jan. 9, 2014, at 2:00 p.m. to be
held at the premises known as 21 Norway Plains Road, in Rochester,
Strafford County, New Hampshire.

The property being foreclosed upon includes the land and buildings
at 21 Norway Plains Road, Rochester, New Hampshire, and serves as
collateral to the debt owed to East Boston Savings Bank, as
Mortgagee.  The Bank, however, has assigned its rights to the
mortgage to Cedar Cove Realty Partners, LLC, which initiated
foreclosure.

The Auction will be conducted by:

         Paul McInnis Inc.
         1 Juniper Road
         North Hampton, New Hampshire 03862
         Telephone: (603) 964-6103

All property will be conveyed "AS IS, WHERE IS'.  Mortgagee makes
no warranties or representations of any kind in connection with
the property and/or any rights which may be conveyed with the
property.

MORTGAGEE EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.  MORTGAGEE EXPRESSLY DISCLAIMS
ALL WARRANTIES REGARDING TITLE TO ANY PERSONALTY.

To register to bid, the bidder must tender a deposit of cash,
certified check or bank check, payable to the Mortgagee, in the
amount of $100,000 as deposit.  An additional deposit to increase
total deposit to 10% percent of bid price will be due within 10
business days.  The deposits tendered by unsuccessful bidders will
be endorsed over and returned to them at the conclusion of the
foreclosure auction.  The deposit tendered by the successful
bidder is non-refundable upon the lowering of the gavel. If the
successful bidder neglects or refuses, for any reason, to execute
the Memorandum of Sale, the Deposit will be retained by Mortgagee.

The successful bidder must execute a Memorandum of Sale at the
conclusion of the auction.  Copies of the Memorandum of Sale can
be obtained from the undersigned prior to the auction.  Closing
shall occur within 45 days of the date of the auction, TIME BEING
OF THE ESSENCE.

The successful bidder shall not be responsible for any fees due to
the Auctioneer. However, the successful bidder shall be
responsible for any real estate commission or finder's fee due any
other person and in no event shall Mortgagee or any of its agents
be responsible for such fees or commissions.

Cedar Cove Realty Partners, LLC, is represented by:

         Roy W. Tilsley, Jr., Esq.
         BERNSTEIN, SHUR, SAWYER AND NELSON, P.A.
         670 North Commercial Street P.O. Box 1120
         Manchester, NH 03105-1120
         Tel: (603) 623-8700


YESHIVA CHOFETZ: T.D. Bank Wins Case Dismissal
----------------------------------------------
At the behest of T.D. Bank, N.A., Judge Robert D. Drain on Nov. 22
entered an order dismissing the Chapter 11 case of Yeshiva Chofetz
Chaim, Inc.

The judge held a hearing on Oct. 22.  Only the Debtor filed an
objection to the motion.  At the Oct. 22 hearing, the Court
granted the request for dismissal provided that on or before
30 days after the date of the hearing an entity related to the
Debtor, Chofetz Chaim Yeshiva Museum & Housing Inc. did not
complete the foreclosure purchase from TD Bank of the property
formerly owned by the Debtor.

In seeking case dismissal, T.D. Bank noted that the Debtor failed
to make any payments pursuant to the promissory notes assigned by
TD Bank.  Additionally, the Debtor did not list TD Bank in its
Bankruptcy Petition as a creditor.

                 About Yeshiva Chofetz Chaim, Inc.

Yeshiva Chofetz Chaim, Inc., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-23380) in White Plains, New York, on Aug. 19,
2013.  Rabbi Mayer Zaks signed the petition as president.  The
Debtor disclosed $17 million in assets and $3.81 million in
liabilities in its schedules.  Judge Robert D. Drain presides over
the case.  The Debtor is represented by Robert S. Lewis, Esq., --
robert.lewlaw1@gmail.com -- at Robert S. Lewis, P.C., in Nyack,
NY.


* Unconfirmed Arbitration Has No Preclusive Effect
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that courts are split on the question of whether an
arbitration award, not yet confirmed in federal court, can be
given preclusive effect in bankruptcy or other federal actions.

According to the report, U.S. District Judge Margaret M. Morrow in
Los Angeles parted company with several lower courts, including a
bankruptcy court in New York in the 1998 bankruptcy of Texaco Inc.
She ruled in her Sept. 11 opinion that an unconfirmed award isn't
entitled to preclusive effect in a later bankruptcy.

She relied in large part on a 1984 U.S. Supreme Court case called
McDonald which held that arbitration is not a judicial proceeding.

In the case before her, the arbitration award was confirmed later
in state court after the bankruptcy court had ruled, incorrectly
in her view, that the arbitration had preclusive effect.

Even though confirmation of the award came after the judgment in
bankruptcy court, that was sufficient to give the award preclusive
effect.

The case is Houng v. Tatung Co. (In re Houng), 12-01341, U.S.
Bankruptcy Court, Central District California (Los Angeles).


* ABI Commission to Propose Bankruptcy Reform in 2014
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that today's bankruptcy law, adopted by Congress 35 years
ago, is "antiquated," according to Al Togut, co-chairman of the
commission established by the American Bankruptcy Institute to
study reform of the U.S. Bankruptcy Code.

According to the report, one year from now, the ABI commission
will issue its report offering "specific reform in the Bankruptcy
Code" with respect to individuals, small business, and large
companies, Togut said in a press conference on Dec. 9.  The ABI is
a non-for-profit organization with 13,000 members.

Robert J. Keach, co-chairman, said that testimony taken by the
commission suggests that Chapter 11 is working less well for
middle-market companies than it is for large enterprises
attempting to reorganize. He said the commission is "thinking
seriously" that the "one size fits all" concept in the 1978
bankruptcy law isn't working now.

Togut, a bankruptcy lawyer in New York, said he too has a "very
definite understanding" that the law is "not working right" for
smaller companies. Togut cautioned that neither he nor the
commission has drawn any hard conclusions as yet.

Keach said the rights of secured creditors "need to be looked at
very carefully and calibrated very carefully," given the
perception in some quarters that it's now the secured lender who's
in possession, not the bankrupt company, known as debtor in
possession.

There will be an analysis, Keach said, about whether some
provisions currently contained in loan agreements for bankrupt
companies should be barred or limited.

Times have changed, Togut explained, because 35 years ago the
entire creditor body remained in place through a Chapter 11
reorganization. Now, ownership of debt can turn over, sometimes
more than once.

Likewise, there was little secured debt 35 years ago, almost
always leaving unsecured creditors with some equity in the company
above what was then one layer of secured debt.

Now, it's not unusual for there to be three layers of secured
debt, with nothing left for unsecured creditors.

Keach said the commission is also studying the so-called safe
harbor and other exceptions to the automatic stay where creditor
actions are halted with the filing of bankruptcy. Keach also said
he was given an "earful" about preference reform.

Previously, Keach said, preference suits were filed to even out
recoveries by unsecured creditors. Now, he said, preference suits
are brought to pay costs of running the Chapter 11 case or to
increase recoveries for secured creditors.

The ABI does not lobby Congress, and it won't propose a bill,
Keach and Togut said. Other organizations, they said, may take the
commission's proposals to Congress.


* Volcker Rule Ushers in Era of Increased U.S. Oversight of Trades
------------------------------------------------------------------
Silla Brush, Cheyenne Hopkins and Jesse Hamilton, writing for
Bloomberg News, reported that Wall Street faces increased
government oversight of trading after U.S. regulators issued what
they billed as a stricter Volcker rule on Dec. 10, imposing
restrictions designed to prevent blowups while leaving many of the
details to be worked out later.

According to the report, the Federal Reserve, the Federal Deposit
Insurance Corp. and three other agencies are set to sign off on
the proprietary trading ban, which has been contested by JPMorgan
Chase & Co., Goldman Sachs Group Inc. and their industry allies
for more than three years. Agencies were proceeding with plans to
release the rule in Washington even as a snowstorm forced the
federal government to close.

Wall Street's lobbying paid off in part, the report said.
Regulators granted a broader exemption for banks' market-making
desks, on the condition that traders aren't paid in a way that
rewards proprietary trading, according to the final rule released
on Dec. 10. The regulation also exempts some securities tied to
foreign sovereign debt. At the same time, regulators gave banks
less leeway for bets considered hedges for other risks.

"This provision of the Dodd-Frank Act has the important objective
of limiting excessive risk-taking by depository institutions and
their affiliates," Fed Chairman Ben Bernanke said in a statement,
the report cited. "The ultimate effectiveness of the rule will
depend importantly on supervisors, who will need to find the
appropriate balance while providing feedback to the board on how
the rule works in practice."

The Fed gave banks a delay until July 21, 2015 to comply with
rule, the report related.  Beginning June 30, 2014, banks with $50
billion in consolidated assets and liabilities must report
quantitative information about their trading.


* PACER Celebrates 25th Anniversary
-----------------------------------
Twenty-five years ago, computers were hurtling America into the
Information Age.  From 1987 to 1989, the nation's PC sales
tripled, as consumers gained unprecedented power to process words,
crunch numbers and print documents at home.  The World Wide Web
was still being invented, but early adopters were discovering
personal email.

In federal courts, the revolution also was getting under way.
Documents were still kept on paper, and law firm couriers lined up
daily in clerk's offices, waiting to pore through case files, but
all that was about to change.

In September 1988, the Judicial Conference of the United States
approved a new way of opening information to the public, through a
service known as PACER -- Public Access to Court Electronic
Records.  Michael Kunz, left, Clerk of the Eastern District of
Pennsylvania, points to a book with handwritten docket entries
that he worked with in the early 1960s.  Mr. Kunz was among the
federal courts' pioneers in adopting the online PACER information
service.  With Kunz are members of his staff -- from left, Richard
Sabol, Operations Manager; Theresa Milano, Assistant Operations
Manager; Susan Matlack, Chief Deputy Clerk; Lucy Chin, Financial
Manager; and Michael Finney, Records Room Supervisor.

PACER, now celebrating its 25th anniversary, and Case
Management/Electronic Case Files (CM/ECF), an electronic case
management system that began in the late 1990s, have together
fundamentally changed how federal courts, and the lawyers, judges
and staff who work in them, perform their jobs.

Lawyers speak of reduced stress at a workday's end, knowing they
can electronically file a document until midnight, without fear
that the courthouse doors will close on them.  In clerks' offices,
work has changed from filing and stamping papers to performing
quality control to make sure electronic entries are accurate and
up to date.  And everyone, from a self-represented litigant to an
appellate judge, can track cases and case documents in nearly real
time.

"Even skeptics have grown to love it," said Stephen Funk, an
Akron-based lawyer who said his colleagues quickly came to trust
the system's reliability and relative simplicity.  In cases with
multiple litigants, for example, it is far easier to notify all
parties of new case documents by email, rather than through
multiple paper mailings.

"Lawyers know that the judge is promptly receiving what is being
filed," said Mr. Funk, who practices extensively in the Northern
District of Ohio.  "Lawyers like the ability to get documents out
to everyone simultaneously.  The system works more fairly and
equitably."

Online access and case management also altered clerk's offices,
where paper had been king for decades.

When Michael Kunz, clerk of the Eastern District of Pennsylvania,
joined the federal courts in 1962, one of his first assignments
was to convert a 36-page handwritten docket sheet to a typewritten
docket for a case being appealed to the U.S. Supreme Court.

Mr. Kunz's court became one of the early pioneer sites for PACER,
and he recalled being asked why the phones in the clerk's office
stopped ringing.  People, he said, were getting their information
online.

"PACER was one of the most significant progressive steps in the
implementation of technologies in the courts," Mr. Kunz said.  "It
brought information from the clerk's office to desktop computers
located in law offices, government agencies, business entities and
the news media.  Stakeholders in the justice system overwhelmingly
endorsed it as an efficient system."

Mr. Kunz said online access and case management also made clerk's
office jobs more satisfying and helped federal courts manage
growing caseloads.  In courts with complex multi-district
litigation (including the Eastern District of Pennsylvania, which
has handled more than 100,000 asbestos cases since 1991), the
benefits of online case management have been especially critical.

"Were it not for the introduction of these programs," Mr. Kunz
said, "the court staff would have been quickly overwhelmed by the
caseload presented to us over these last 25 years."

Today, PACER and CM/ECF provide online access to hundreds of
millions of documents.  Well over a million users have accessed
the two systems.  But at first, PACER was available at only a few
pilot courts, and it provided only basic information.

Users with dial-in telephone modems?rubber-cup-shaped devices in
which telephone receivers were placed?could receive docket sheet
information, and see thumbnail case summaries on their computer
screens.  Actual case documents remained unavailable except at the
courthouse.

Even that was a major improvement, recalled Chuck Vagner, retired
clerk of the Western District of Texas district and bankruptcy
courts.  Previously, the federal courts' only electronic case
management systems were purely for internal purposes.

Mr. Vagner, who later helped found the PACER Service Center in San
Antonio, oversaw one of the earliest PACER pilot sites at his
court.  "We sent a report and the Administrative Office [of the
U.S. Courts] liked what we were doing," Mr. Vagner said.  "They
gave permission for six more bankruptcy courts to use PACER.  They
liked it there, and then we got the go-ahead to implement PACER at
all bankruptcy courts."

"It's been good for clerk's offices, saving staff time,"
Mr. Vagner said.  "A lot of attorneys with cases in different
districts can just get that info.  Knowing that it's helped the
Judiciary as much as it has, that's the most gratifying thing for
me."

PACER's full potential became clear in the late 1990s, with the
first testing of Case Management/Electronic Case Files.  Where
PACER allowed the public a chance to see court business, CM/ECF
enabled the legal community to file and update court records
electronically, without coming to the courthouse.  As CM/ECF came
online, the lines of law firm couriers vanished at federal clerks'
offices.

For lawyers, PACER and CM/ECF visibly changed how courts function.

Dennis Rose, a commercial litigator from Cleveland who has
practiced in federal courts throughout the country, helped draft
local court rules when the Northern District of Ohio became "one
of the first guinea pigs" to use electronic filing in 1997.  He
said the initial guidelines for electronic filing were forgiving,
to assuage lawyers' concerns that a judge might reprimand them if
an electronic submission got lost and a filing was delayed.

In practice, Mr. Rose said, the online systems were "a boon to
practitioners.  We didn't have to keep paper files at our desk.
We didn't have to send runners to the clerk's office to retrieve
copies of filings.  We didn't have to pay a copy charge.  PACER is
cheaper than old-fashioned paper files."

Best of all was the expanded transparency on court affairs,
Mr. Rose said.  While the vast majority of court records always
have been public, they were available only at a federal
courthouse, and hard for many to access.  "Online access makes the
public record truly public, which I think is of great value."

The scale of both PACER and CM/ECF changed dramatically in the
early 2000s, as more courts adopted online filing.  In 2002, 11 of
the nation's 94 U.S. District Courts and 40 of the 90 Bankruptcy
Courts used electronic filing.  By 2007, CM/ECF and PACER were
nearly universal.

PACER use expanded accordingly, as the quantity of downloadable
information grew.  More recently, a growing number of court
opinions also are available through the Government Printing
Office's FDSys website.

"Twenty-five years ago, the vast majority of cases were
practically obscure.  Today, every Third Branch court is using
CM/ECF and PACER," said Michel Ishakian, chief of staff for the
AO's Department of Program Services, who oversaw PACER from 2008
to 2013.  "That means that all dockets, opinions, and case file
documents can be accessed world-wide in real time, unless they are
sealed or otherwise restricted for legal purposes.  This level of
transparency and access to a legal system is unprecedented and
unparalleled."

User surveys in 2009 and 2012 showed strong and growing user
satisfaction with PACER and CM/ECF, but efforts continue to build
on the first quarter-century's success.

"We are in the process of modernizing the CM/ECF system and PACER
service, to make it more user-friendly," Mr. Ishakian said.  "The
biggest challenge?and opportunity?lies in the area of preservation
of the electronic dockets and opinions for posterity.  Electrons
don't age as gracefully as paper.  We will need to work closely
with the National Archives and the Government Printing Office to
ensure that future generations can access this valuable
information."


* Marysheva-Martinez Joins FTI's Finance/Restructuring Segment
--------------------------------------------------------------
FTI Consulting, Inc. on Dec. 10 announced the appointment of
Marianna Marysheva-Martinez as Managing Director in the company's
Corporate Finance/Restructuring segment further expanding FTI
Consulting's municipal restructuring service offering through its
SEC and MSRB registered municipal advisor FTI Capital Advisors,
LLC.  Ms. Marysheva-Martinez will be based in Los Angeles.

Ms. Marysheva-Martinez is a seasoned executive with seventeen
years of experience in a wide range of municipal government areas,
including budget and finances, labor relations, organizational
restructuring, creative funding solutions, public-private
partnerships, legal matters and public relations.  Ms. Marysheva-
Martinez has direct organizational, financial and restructuring
experience in California, including Oakland, San Francisco and
Mammoth Lakes.  Most recently, Ms. Marysheva-Martinez was the Town
Manager at Mammoth Lakes, California, where she led the fourth
most-visited resort community, effectively and carefully managing
interests of the permanent residents with those of the visitors.
She discovered and swiftly addressed significant financial issues;
led successful efforts to settle a 2008 breach-of-contract
development lawsuit, including a $13.5 million principal
reduction; and negotiated permanent reductions in most municipal
contracts in the context of a Chapter 9 bankruptcy.

"We are thrilled to have a professional of Marianna's caliber and
experience at FTI Consulting as we continue to enhance our
municipal restructuring service offering," said Kevin Lavin,
Global Co-Leader of the Corporate Finance/Restructuring segment at
FTI Consulting.  "Marianna's extensive financial management
experience as well as her success in introducing and implementing
'performance-based restructuring' and fiscal reforms in a variety
of municipal governments will nicely complement our existing suite
of services."

Ms. Marysheva-Martinez has a B.A. in Urban Studies (Summa Cum
Laude) from San Francisco State University, and a Master of Public
Policy from the Goldman School of Public Policy at the University
of California, Berkeley.

FTI Consulting has been involved in many of the highest profile
municipal reorganizations and performance improvement engagements
during the last two decades.  FTICA was the advisor in some of the
largest municipal Chapter 9 cases ever filed in the U.S.,
including: Jefferson County, AL and Orange County, CA; and is
currently an advisor in the City of Detroit and San Bernardino, CA
filings.  Its professionals provide a wide array of consulting
services, which are catered to address the challenges of
municipalities and help municipalities execute on initiatives.

                      About FTI Consulting

FTICA -- http://www.fticonsulting.com-- is a wholly owned
subsidiary of FTI Consulting, Inc. and is a member of
FINRA/SIPC/MSRB.  FTI Consulting, Inc. is a global business
advisory firm dedicated to helping organizations protect and
enhance enterprise value in an increasingly complex legal,
regulatory and economic environment.  With more than 4,100
employees located in 25 countries, FTI Consulting professionals
work closely with clients to anticipate, illuminate and overcome
complex business challenges in areas such as investigations,
litigation, mergers and acquisitions, regulatory issues,
reputation management, strategic communications and restructuring.
The company generated $1.58 billion in revenues during fiscal year
2012.


* Vedder Price Snags Seyfarth Bankruptcy Pro
--------------------------------------------
Vedder Price announced that Scott H. Olson, Esq. --
solson@vedderprice.com -- has joined the firm's Bankruptcy &
Creditors' Rights practice group on Dec. 6 as a Shareholder in the
firm's San Francisco office.

Mr. Olson concentrates his practice on bankruptcy and insolvency
matters and regularly acts on behalf of secured and unsecured
creditors, creditors' committees and trustees in commercial
bankruptcy proceedings nationwide. He is exceptionally well versed
in representing bondholder constituencies and financial
institutions in large commercial bankruptcy cases, loan workouts
and receivership matters.

"We are thrilled to have Scott join both our San Francisco office
and the firm's Insolvency, Bankruptcy & Corporate Reorganization
group. He has extensive experience involving both the transaction
and litigation aspects of bankruptcy, insolvency and creditors'
rights. In addition to his experience, Scott is a creative and
pragmatic attorney whose practice complements our existing New
York and Chicago bankruptcy practice" said Vedder Price
Shareholder and West Coast Director Michael Eidelman, Co-chair of
the firm's Insolvency, Bankruptcy & Corporate Reorganization
group.

Prior to joining Vedder Price, Mr. Olson was a partner in the San
Francisco office of Seyfarth Shaw and led that firm's West Coast
creditors' rights and bankruptcy practice. He currently serves as
President of the Northern California chapter of the Turnaround
Management Association. Mr. Olson earned his B.A. from Stanford
University and his J.D. from the University of Notre Dame Law
School.



                             *********

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
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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                  *** End of Transmission ***