TCR_Public/131212.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 12, 2013, Vol. 17, No. 344

                            Headlines

30DC INC: APP Now Available for Download on Apple Newsstand
555 PERKINS: Case Summary & 20 Largest Unsecured Creditors
1250 OCEANSIDE: Hokuli'a Project Sets March 3 Confirmation
ADAYANA INC: Sells Business in Exchange for Secured Debt
ALPHA NATURAL: S&P Lowers CCR to 'B'; Outlook Stable

ALTERNET SYSTEMS: Files Amendment to 2012 Annual Report
AMERICAN AIRLINES: Southwest Acquires 12 Slots at LaGuardia
AMERICAN AIRLINES: Provides Details on Equity Distribution
AMERICAN AIRLINES: Unveils Conversion Rate for Convertible Notes
AMERICAN AIRLINES: Fitch Hikes Ratings to B+ on Bankr. Emergence

AMERICAN AIRLINES: Fitch Hikes $156MM Cert. Rating to 'BB+'
AMERICAN AIRLINES: S&P Assigns 'B' CCR After Ch. 11 Emergence
AMERIFORGE GROUP: S&P Affirms 'B+' CCR on First Lien Sr. Loan
ANIXTER INT'L: Fitch Affirms 'BB' IDR & Subsidiary Rating

BERNARD L. MADOFF: Claim That Founder Acted Alone Was Falsehood
BH S&B HOLDINGS: 2nd Cir. Revives Suit by Steve & Barry's Workers
BIG LOTS: Store Chain to Shut Down, 600 Workers May Lose Jobs
BOREAL WATER: Files 4th Amendment to 2012 Report
BUILDING #19: Dec. 12 Final Hearing on Access to Cash Collateral

CAPITOL BANCORP: Incurs $5.8-Mil. Net Loss in Third Quarter
CASH STORE: Files Copy of $32.5 Million Credit Agreement
CE GENERATION: Fitch Affirms 'BB-' Ratings on $400MM Notes
CHRISTIAN BROTHERS: Sexual-Abuse Plan Out for Vote
CHURCHILL DOWNS: S&P Assigns 'BB' CCR & Rates New Notes 'BB'

CLUB AT SHENANDOAH: GECC Says Proposed Auction Will Delay Case
CLUB AT SHENANDOAH: Cash Collateral Hearing Continued to Jan. 14
COMMENSAL SEC: Acquired by Imvescor Unit
DARLING ACQUISITION: Acquisition Brings Downgrade to Ba2
DIVERSINET CORP: Applies to End Reporting Issuer Status

DUMA ENERGY: Acquires 100% Equity of Hydrocarb
DUMA ENERGY: Hydrocarb CEO Holds 14.9% Equity Stake
EAST COAST BROKERS: Ch.11 Trustee Authorized to Sell Red Rose Inn
EXCEL MARITIME: Confirmation Hearing Set for Jan. 27
EXTREME REACH: S&P Assigns Preliminary 'B' CCR; Outlook Stable

FIRST PHYSICIANS: D. Hirschhorn Quits as CEO, All Other Positions
FISKER AUTOMOTIVE: Judge Raises Concerns on Race Through Ch. 11
FISKER AUTOMOTIVE: Plan Heading for Jan. 3 Confirmation Hearing
FRIENDFINDER NETWORKS: Plan's Bar to Investor Suits Opposed by SEC
FRIENDFINDER NETWORKS: Common Stock Securities Delisted by NASDAQ

FURNITURE BRANDS: Debtor Taps Graham to Lead Liquidation
GENERAL MOTORS: Names Product Chief Mary Barra as Next CEO
GENERAL MOTORS: To End Manufacturing in Australia
GENERAL MOTORS: 'New' GM Doesn't Owe $450MM Retiree Payment
GENIUS BRANDS: A Squared's Andy Heyward Touts Merged Company

GLOBAL AVIATION: Has $51-Mil. Loan From Intended Buyer Cerberus
GMX RESOURCES: Plan Confirmation Hearing Set for Jan. 21
GORDIAN MEDICAL: Court Allows Creditors to File Suit v. Owners
GRAND CENTREVILLE: Wants Until Feb. 13 to File Chapter 11 Plan
GRAND CENTREVILLE: Jan. 15 Hearing on Case Dismissal Bid

GULFSTREAM INT'L: Officers Pay $1.9-Mil. From Insurance to Settle
HOUSTON REGIONAL: Comcast Blasts Astros Owner's Suit
HOSPITALITY STAFFING: AIG Objects to Sale of Company to Lenders
INTEGRA TELECOM: S&P Raises Rating to 'B+'; Outlook Stable
IPALCO ENTERPRISES: S&P Lowers ICR to 'BB+' & Removes from Watch

IZEA INC: CEO Buys 11,000 Common Shares
JOHN A. ROCCO: Ch.7 Trustee Wins Judgment Against Peachtree
KEYSTONE AUTOMOTIVE: S&P Puts 'B' CCR on CreditWatch Positive
LEHMAN BROTHERS: Hipotecas Wants LBHI Trustee to Turn Over Docs
LEHMAN BROTHERS: Belik May Pursue PI Claim Against Insurer

LEHMAN BROTHERS: Renews $30.7-Mil. Suit vs. Americredit
LEHMAN BROTHERS: Thomas Appeals Order Disallowing Claim v. LBI
LEVI STRAUSS: Fitch Hikes Issuer Default Rating to 'BB-'
LIFECARE ST. JOHNS: Files Cash Collateral Budget Thru March 2014
LIGHTSQUARED INC: Suit Against Ergen Avoids Dismissal

LIGHTSQUARED INC: Centerbridge Reaches Tentative Deal
MADHAV INVESTMENTS: Voluntary Chapter 11 Case Summary
MANTARA INC: Deutsche Bank Buys Assets for $1.25 Million
MAXCOM TELECOM: Capital Increase Will Be 2.23-Bil. Pesos
MICHAELS STORES: Amends Q1 and Q2 Quarterly Reports

MJC AMERICA: Soleus Air System Files for Ch.11 in Los Angeles
MJC AMERICA: Case Summary & 20 Largest Unsecured Creditors
NEFF RENTAL: S&P Lowers Rating on $200MM Notes to 'CCC+'
NIRVANIX INC: Wins Access to Cash Collateral Until Jan. 11
NIRVANIX INC: Wants Settlement Between Panel and Lenders Approved

NNN 3500: Jan. 22 Hearing on Adequacy of Disclosure Statement
NORTEL NETWORKS: Delaware Court Tosses SNMP Suit Against Radware
NORTH TEXAS BANCSHARES: Texas Bank Owner Wins Bankruptcy Auction
NXT ENERGY: Has C$2.52-Mil. Net Loss for Q3 Ended Sept. 30
OHANA GROUP: Has Until Jan. 16 to Solicit Plan Votes

OMNITRACS INC: S&P Assigns 'B' CCR & Rates $445MM Loan 'B+'
ORMET CORP: Libertas, Int'l Metal Submit Offers for Assets
OVERSEAS SHIPHOLDING: Creditors Move to Curb Exclusivity Extension
PATRIOT COAL: Copy of Presentation to Potential Lenders
PETAQUILLA MINERALS: Incurs $2.14-Mil. Net Loss in Third Quarter

PLUG POWER: In Talks With Large Customers on GenDrive
POLYMER GROUP: S&P Assigns 'B' Rating to Proposed $295MM Sr. Loan
QEP RESOURCES: S&P Revises Outlook to Negative & Affirms 'BB+' CCR
QUEEN ELIZABETH REALTY: Survives Case Dismissal Bid
RACHEL E. SITACA: 2010 Honda Civic to Be Auctioned Off Dec. 31

ROBERTS LAND: Plan Confirmation Hearing Rescheduled for Feb. 5
ROSETTA GENOMICS: New York State OKs Rosetta Kidney Cancer Test
ROUNDY'S SUPERMARKETS: S&P Affirms 'B-' Corp. Credit Rating
RURAL/METRO CORP: Pa. Dept. of Revenue Objects to Plan
SAVIENT PHARMACEUTICALS: Lenders Negotiate Deal w/ Unsecured Panel

SAVIENT PHARMACEUTICALS: Agrees to Sell Itself to Crealta
SEARS HOLDINGS: Baker Street Held 10.8% Equity Stake at Nov. 27
SELECT TREE: U.S. Trustee Adjourns Meeting of Creditors to Feb. 10
SHOTWELL LANDFILL: Creditor Wants Claim Allowed to Vote on Plan
SIMPLY WHEELZ: Catalyst Makes Top Bid for Advantage Rent A Car

SNOHOMISH COUNTY: Fitch Affirms 'B' Rating on $2.3MM LTGO Bonds
SOUTHERN TITLE: Faces Liquidation Amid Embezzlement Case
SPRINT CORP: Fitch Rates Proposed Sr. Unsecured Notes 'B+/RR4'
SPRINT CORP: S&P Assigns 'BB-' Rating to Proposed Senior Notes
STAR DYNAMICS: To Seek Approval of First-Day Motions Today

STAR DYNAMICS: To Sell Assets in Chapter 11 Amid BAE Suit
STAR DYNAMICS: Section 341(a) Meeting Scheduled for Jan. 16
STAR DYNAMICS: Case Summary & 20 Largest Unsecured Creditors
STELLAR BIOTECHNOLOGIES: "C. diff" Patents Issued in U.S., China
STEVE & BARRY'S: 2nd Circ. Revives WARN Suit v. Parent

SUNTECH POWER: Bondholders Face Off Over Bankruptcy Case
TABERNACLE CHURCH OF BOSTON: Voluntary Chapter 11 Case Summary
TELECOMMUNICATIONS MGMT: Downgraded to B Corporate
TENGION INC: Reports $7.26-Mil. Net Loss in Sept. 30 Quarter
TWIN DEVELOPMENT: Trustee Wants Fees Paid When Case Is Dismissed

U.S. FOODS: S&P Puts 'B' CCR on CreditWatch Positive
UNITED RENTALS: S&P Raises CCR to BB- & Removes Rating from Watch
VIOLIN MEMORY: Incurs $34.11-Mil. Net Loss in Oct. 31 Quarter
WEST AIRPORT: WAP Holdings' Motion to Prohibit Cash Use Denied
WESTERN FUNDING: Auction on Dec. 18; Plan Hearing 2 Days Later

WORLD TRADE BUSINESS: Must Surrender Leased Premises to Landlord
YRC WORLDWIDE: Continues to Execute Long-Planned Refinancing Plan
ZALE CORP: Stockholders Elect Nine Directors

* Overpayment of Spousal Support Held Non-Dischargeable

* FDIC OKs Publication Of Strategy for Big Bank Wind-Downs
* Volcker Rule Challenges Wall Street
* House, Senate Negotiators Reach Budget Deal

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

30DC INC: APP Now Available for Download on Apple Newsstand
-----------------------------------------------------------
30DC, Inc.'s MagCast App "30DC Investor Relations Magazine" is
available for download and subscription on Apple Newsstand.  The
Magazine features information about 30DC's products and services,
corporate and investor relations information, as well as
contributions from a variety of experts regarding important
topics that affect digital self-publishing.  Examples of prominent
topics to be covered regularly are mobile computing trends and
self-publishing industry success stories.

The App demonstrates a real world example of how MagCast can be
used by self publishers, and online entrepreneurs, interested in
developing digital magazines and selling digital products.

In creating its digital magazine App, the Ccompany is utilizing
its own self publishing tools to target a broad audience
including current shareholders, potential investors, content
creators and content consumers who understand the power of
digital publishing.  30DC Investor Relations Magazine Is a free
publication available on Apple Newsstand by subscription only  and
can be accessed via the following link:

  https://itunes.apple.com/us/app/30dcir-mag/id737655178?mt=8

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC's annual report for the fiscal year ended June 30, 2012,
shows net income of $32,207 on $2.91 million of total revenue as
compared with a net loss of $1.44 million on $1.89 million of
total revenue the year before.  The Company's balance sheet at
March 31, 2013, showed $2.84 million in total assets, $2.13
million in total liabilities and $717,251 total stockholders'
equity.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2012.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of
June 30, 2012.


555 PERKINS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 555 Perkins, LLC
        PO Box 69
        Arlington, TN 38002

Case No.: 13-33324

Chapter 11 Petition Date: December 10, 2013

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Hon. Jennie D. Latta

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  Email: snd@harrisshelton.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Glen Bascom, Sr., managing partner.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnwb13-33324.pdf


1250 OCEANSIDE: Hokuli'a Project Sets March 3 Confirmation
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization plan for the 1,800-acre Hokuli'a
development near Kona on the island of Hawaii will be up for
approval at a hearing to be held March 3, under a schedule
approved at a Dec. 9 hearing by a U.S. bankruptcy judge in
Honolulu.

According to the report, at this week's hearing, the judge
approved disclosure materials explaining the plan, according to
court records. The delay for the confirmation hearing is designed
to allow time for an investigation by creditors opposing the plan.

The judge rejected most objections to the disclosure statement,
saying they are properly objections to plan approval at the
confirmation hearing.

The resort originally received approval in October to solicit
acceptances of a plan. Votes weren't taken because lot owners
started a lawsuit asking the court to subordinate the $627 million
secured claim acquired from Bank of Scotland in December 2012 by
Sun Kona Finance I LLC.

Before this week's approval of the disclosure statement, the plan
was revised to account for the suit. The reorganization proposal
would give ownership to Sun Kona in exchange for debt.

The disclosure statement shows the property as being worth about
$40 million. The county has a $20 million mortgage ahead of the
Sun Kona debt. Sun Kona will waive the unsecured deficiency
portion of its claim. The revised plan will pay off the county's
loan when it matures in March.

The plan provides that the property can't be sold until the
validity of Sun Kona's claim is decided. In the meantime, there
will be no payment toward the $33.7 million in unsecured claims,
composed largely of $32 million sought by lot owners.

The plan deals with a $15.8 million mortgage held by Ackerman
Ranch Inc. by giving the lender a deed to property estimated to be
worth $8.5 million.

The project has 3.5 miles (5.6 kilometers) of waterfront on the
Kona coast and was to have 730 residential units, a golf course,
club and other amenities. It was originally developed by Lyle
Anderson, who lost his interest in the property.

Debt is attributable partly to other Anderson projects in Arizona,
New Mexico and Scotland.

When the bankruptcy began, the project's owner said the properties
were valued at $68.1 million.

                  About 1250 Oceanside Partners

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

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

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

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

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

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

A creditors committee has not been appointed.

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


ADAYANA INC: Sells Business in Exchange for Secured Debt
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Adayana Inc., the owner of two outsourced training
providers, received authority from the bankruptcy court in
Indianapolis to sell the business to the secured lender in
exchange for debt.

According to the report, the buyer AVX Learning Inc. also will pay
the cost of curing defaults on contracts. The company, which filed
for Chapter 11 protection in October, provides services to the
automotive, agribusiness and health-care industries, as well as
the federal government.

Official lists show assets with a value of $12 million and debt
totaling $14.9 million, including $13.3 million in secured debt
owing to ComVest Capital II LP.

                        About Adayana, Inc.

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

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

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

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


ALPHA NATURAL: S&P Lowers CCR to 'B'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Bristol, Va.-based Alpha Natural Resources Inc.
to 'B' from 'B+'.  The rating outlook is stable.

S&P also lowered its issue-level rating on Alpha's senior secured
term loan due 2020 to 'BB-' (two notches higher than the corporate
credit rating) from 'BB'.  The recovery rating on the term loan
remains '1', indicating S&P's expectation of very high (90% to
100%) recovery in the event of payment default.

In addition, S&P lowered its ratings on Alpha's $500 million
senior unsecured notes due 2018, $800 million senior unsecured
notes due 2019, $700 million senior unsecured notes due 2021, and
$345 million 3.75% convertible notes due 2017 to 'B-' (one notch
lower than the corporate credit rating) from 'B+'.  S&P also
revised its recovery ratings on those notes to '5' from '4'.  The
'5' recovery rating indicates S&P's expectation for modest (10% to
30%) recovery in the event of payment default.

At the same time, S&P lowered its rating on Massey Energy Co.'s
3.25% convertible notes due 2015 to 'CCC+' (two notches lower than
the corporate credit rating) from 'B'  S&P also revised the
recovery rating on those notes to '6' from '5'.  S&P also lowered
the rating on Alpha's 2.375% convertible notes due 2015 to 'CCC+'
from 'B-'.  The recovery rating on those notes remains '6'.  S&P's
'6' recovery rating on the Massey and Alpha convertible notes
indicates its expectation of negligible (0% to 10%) recovery in
the event of payment default.

The downgrade reflects S&P's view that Alpha's operating earnings
and leverage measures will remain weak in 2013 and 2014, with
EBITDA below $500 million and debt to EBITDA in excess of 8x each
year, and S&P believes measures will only improve modestly in 2015
as coal markets slowly improve.  These measures are indicative of
a "highly leveraged" financial risk profile.  Still, S&P's stable
outlook reflects its view that the company will continue to
maintain high cash and revolving liquidity balances (currently
estimated to be between $1.5 billion and $2 billion), providing it
with strong liquidity to withstand difficult market conditions if
the current downturn persists for another year or two.

"The stable outlook reflects our view that Alpha will maintain
strong liquidity to weather very weak coal markets despite its
high leverage, which we expect to exceed 8x in 2014," said
Standard & Poor's credit analyst Megan Johnston Rand.

S&P could consider lowering the rating if it saw Alpha's liquidity
position begin to deteriorate, such that it no longer deemed
liquidity to be strong.  This could occur if Alpha were unable to
continue to reduce costs and capital spending and began to burn
cash, or if it was unable to refinance its maturities in a timely
manner.

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


ALTERNET SYSTEMS: Files Amendment to 2012 Annual Report
-------------------------------------------------------
Alternet Systems, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to Form 10-K on Dec. 3, 2013, for
the year ended Dec. 31, 2012.

StarkSchenkein, LLP, expressed substantial doubt about Alternet
Systems, Inc.'s ability to continue as a going concern, citing the
Company's recurring losses from operations and net capital
deficiency.

The company reported a total comprehensive loss of $3.33 million
on $1.36 million of revenues for the year ended Dec. 31, 2012,
compared to a total comprehensive loss of $2.44 million on $1.21
million of revenues in Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.3 million
in total assets, $4.75 million in total liabilities, and
stockholders' deficit of $1.45 million.

"The entity has suffered recurring losses from operations and has
a net capital deficiency that raises substantial doubt about its
ability to continue as a going concern," according to
StarkSchenkein, LLP, the independent auditors.

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

                       http://is.gd/B8Q6BQ

Miami, Florida-based Alternet Systems, Inc., has, since late 2009,
focused its investment and operational expertise on the mobile
value added services markets of mobile financial transactions and
security.


AMERICAN AIRLINES: Southwest Acquires 12 Slots at LaGuardia
-----------------------------------------------------------
Southwest Airlines has acquired 12 takeoff and landing slots (for
six roundtrip flights) at New York's LaGuardia Airport (LGA) being
divested by American Airlines as part of its merger with US
Airways.  In addition, Southwest gained permanent control of 10
takeoff and landing slots (for five roundtrip flights) that it
currently operates under a lease from American.  Details of the
transactions are confidential.  Southwest plans to begin its new
service at LGA in May 2014.  Details of the new service will be
available later this month.

Southwest and its subsidiary AirTran Airways currently operate 27
daily roundtrip flights to and from LGA to eight nonstop
destinations.  The acquired slots will allow the airlines to add
six daily roundtrips.

                    About Southwest Airlines

In its 43rd year of service, Dallas-based Southwest Airlines
continues to differentiate itself from other carriers with
exemplary Customer Service delivered by nearly 46,000 Employees
to more than 100 million Customers annually.  Southwest is the
nation's largest carrier in terms of originating passengers
boarded, and including wholly-owned subsidiary, AirTran Airways,
operates the largest fleet of Boeing aircraft in the world to
serve 96 destinations in 41 states, the District of Columbia, the
Commonwealth of Puerto Rico, and five near-international
countries.

                     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: Provides Details on Equity Distribution
----------------------------------------------------------
AMR Corporation and US Airways Group, Inc. early this month said
they are providing details over the course of the equity
distribution period that investors and creditors may find useful,
corresponding to each of the key equity distribution dates under
AMR's Plan of Reorganization (Plan) and the companies' Agreement
and Plan of Merger (Merger Agreement).

The companies are providing an estimate of the total number
of shares of American Airlines Group Inc. common stock that may
be issued pursuant to the Plan and the Merger Agreement.  Upon
closing of the merger contemplated by the Merger Agreement, the
common and preferred shares to be issued by American Airlines
Group Inc. will trade on the NASDAQ Global Select Market under
the ticker symbols "AAL" and "AALCP," respectively, and will be
issued to former US Airways Group, Inc. common shareholders and
to AMR Corporation stakeholders as indicated under the Plan.

Using the price of $23.4815 per share calculated from the 20
trading day average closing price of US Airways Group, Inc.
common stock beginning November 1, 2013 and ending November 29,
2013, or the Share Determination Date, US Airways Group, Inc. has
a fully diluted share count as defined in the Merger Agreement of
211,698,617 shares.  Therefore, under the Merger Agreement the
number of shares available for AMR stakeholders will be
544,361,824 and the total AAL share count will be 756,060,441.

     20 Trading Day Average Close Price $23.4815
     US Airways Fully Diluted Shares    211,698,617

     Shares for AMR Stakeholders        544,361,824

     Total AAL Common Share Count       756,060,441

     1/Per definition in Merger Agreement

Pursuant to the Plan, shares of AAL common stock will be
distributed to AMR stakeholders over time, principally over the
120 day period beginning at the date of closing of the merger,
which is expected to be December 9, 2013.  American Airlines
Group Inc. will provide updates as to the number of shares
outstanding as of closing and at the subsequent distribution
dates.

                     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: Unveils Conversion Rate for Convertible Notes
----------------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
announced at the end of November the applicable Conversion Rate
for holders of Allowed AMR General Unsecured Guaranteed Claim in
AMR Class 3 with respect to the 6.25% Convertible Senior Notes
due 2014 (CUSIP # 001765BC9) and the 4.5% Convertible Notes due
2024 (CUSIP # 001765BB1) issued by AMR.

Pursuant to Section 5.15 of the Fourth Amended Joint Chapter 11
Plan of AMR and its related debtors, dated September 23, 2013 (as
the same may be amended, supplemented, or modified from time to
time, the "Plan"), and the corresponding Election Instructions
previously provided (the "Election Instructions"), any holder of
an Allowed Convertible Note Claim has the right to irrevocably
elect to have all or any portion of its Allowed Convertible Note
Claim treated under the Plan as an Allowed AMR Equity Interest in
AMR Class 5 as a result of the "deemed conversion" of the
Convertible Notes to which the Allowed Convertible Note Claim
relates into a number of shares of AMR Common Stock (a
"Conversion Election").

Assuming an Effective Date of December 9, 2013, if a valid
Conversion Election is made with respect to an Allowed Convertible
Note Claim, the Convertible Notes underlying the portion of the
Allowed Convertible Note Claim with respect to which such
Conversion Election is made (such Convertible Notes, the
"Convertible Election Notes"), which portion can be any amount up
to the full amount of the Allowed Convertible Note Claim, will be
treated under the Plan as an Allowed AMR Equity Interest in AMR
Class 5 in an amount that corresponds to the number of shares of
AMR Common Stock that would have been issued upon conversion of
the Convertible Election Notes, as calculated pursuant the Plan as
described in the Election Instructions.

For these purposes, the deemed Conversion Rate (as applicable, the
"Conversion Rate"):

     * for the 6.25% Convertible Senior Notes due 2014 (CUSIP #
       001765BC9) will be 109.5784 shares of AMR Common Stock per
       $1,000 of principal amount thereof; and

     * for the 4.5% Convertible Notes due 2024 (CUSIP #
       001765BB1) will be 47.8155 shares of AMR Common Stock per
       $1,000 of principal amount thereof.

The deadline for making elections to have Convertible Note Claims
treated as Allowed AMR Equity Interests in AMR Class 5 is 5:00
P.M., New York City Time, on Friday, November 29, 2013, unless
extended by AMR.

                     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: Fitch Hikes Ratings to B+ on Bankr. Emergence
----------------------------------------------------------------
Fitch Ratings has upgraded the ratings for American Airlines Group
Inc. (AAG) and its primary operating subsidiary, American
Airlines, Inc. to 'B+' upon the company's expected emergence from
bankruptcy and merger with US Airways. Fitch has affirmed the
existing ratings for US Airways Group, Inc. and US Airways Inc. at
'B+' following the completion of the merger with American
Airlines, equalizing the ratings for all entities in the merged
company. The Rating Outlook is Stable.

Fitch has also upgraded the ratings on American's senior secured
credit facility and revolver to 'BB+/RR1' from 'BB-/RR1', US
Airways' senior unsecured notes to 'B+/RR4' from 'B-/RR6', and US
Airways' unsecured convertible notes to 'B-/RR6' from 'CCC+/RR6'.
A full ratings list is shown below.

Fitch will be reviewing the existing ratings for various enhanced
equipment trust certificates (EETCs) issued by US and American.
Those ratings will be updated within the next several business
days.

The ratings are supported by the significant structural
improvements achieved at American through the bankruptcy process
which have resulted in improving operating results, the strong
recent operating performance of US Airways, and expectations that
credit metrics will improve quickly from current levels. The
merger between US and American is also expected to produce a
single carrier with a broad route structure that is expected to
produce material revenue synergies and is much better suited to
compete with its large domestic rivals, United and Delta. The
projected liquidity position also supports the ratings.

In the near term Fitch remains cautious about the risks involved
with executing a merger of this size and complexity. Current
ratings are also limited by remaining uncertainties around long-
term labor costs to be negotiated through joint collective
bargaining agreements, management's priorities around cash
deployment, and the unproven nature of the effectiveness of the
newly combined route structure.

In addition to integration risks, Fitch notes that the airline
industry remains highly cyclical and vulnerable to external
shocks. The ratings incorporate Fitch's analysis of various stress
scenarios including demand and fuel shocks, in which future
results can decline quickly due to the high amount of operating
leverage present in the business.

Fitch also notes that there are remaining uncertainties around
certain aspects of American's management strategy going forward
such as fuel hedging and leverage targets. The board of directors
of the merged company also includes new members elected by various
creditor groups, and their strategic priorities are yet to be
clarified.

Key Ratings Drivers:

Improving Operating Performance

Fitch expects operating performance for the combined carriers to
continue to improve over the intermediate term based on a stable
demand environment, synergies expected to be achieved through the
merger, and cost reductions achieved in bankruptcy. For American,
labor costs through the first nine months of 2013 were 16% lower
than in the comparable period in 2012, and are now competitive
with industry peers. In addition, the company refinanced a large
amount of high yield debt, shed some debt outright, and
renegotiated contracts with many of its vendors.

In total, American expects to achieve cost savings averaging $2
billion per year through the end of 2017 due to the bankruptcy
process. Benefits of American's restructuring are already
apparent, with the company posting better operating results thus
far in 2013. Cost improvements paired with an improving demand
environment allowed AMR to produce an EBITDA margin of 9.2% for
the LTM period ended Sept. 30, 2013, compared to 6.1% for full
year 2012.

US Airways is also performing well, generating consistent unit
revenue growth and keeping costs in check to produce some of the
better results seen in the industry in recent years. Through the
first nine months of 2013, US Airways' consolidated PRASM was up
by 1.8%, which lagged the industry average, though the pace of the
company's unit revenue growth picked up in the second half of the
year. Meanwhile, CASM ex-fuel increased by a moderate 0.9% leading
to an EBITDA margin (calculated by Fitch) of 10.8% for the LTM
period ended Sept. 30,2013, up from 8.3% in the same period a year
ago.

Looking forward, Fitch expects the new American to add little
capacity over the coming year aside from seats added through
upgauging to larger narrow-body aircraft. Limited capacity
additions combined with a growing demand environment should
produce steady unit revenue growth over the near term.

Metrics Expected To Improve

Credit metrics for the combined company are expected to be roughly
in line with its 'B' and 'B+' rated North American peers at the
time the merger closes. Fitch's base forecast anticipates that
metrics could improve quickly over the next 1-2 years, as
synergies are realized and the company pays down debt. Fitch
calculates AAG's combined adjusted debt/EBITDAR (adjusted for all
operating leases) at 5.75x as of Sept. 30, 2013, and Fitch
anticipates leverage at the end of 2013 could be 5.2x-5.4x.
Leverage could decrease by as much as a full turn compared to
Sept. 30, 2013 levels by the end of 2014, if the macroeconomic
environment remains healthy, and if synergies are realized as
expected.

Expectations for improved cash flow: Fitch forecasts that free
cash flow (FCF) for the combined airlines could turn positive in
2014. FCF at American Airlines has been sharply negative over the
past several years reflecting high fuel prices, a high cost
structure, weak operating results, and bankruptcy related charges.
Fitch expects pro-forma FCF for the combined companies to be
negative by $1 billion or more for 2013.

Going forward, cost improvements and revenue synergies are
expected to provide a boost to cash flow, with Fitch forecasting
positive FCF in 2014 and 2015. However, the forecast is sensitive
to fuel prices and stable demand for air travel. American has
significant upcoming capital spending requirements for aircraft
deliveries, which could pressure FCF if operating results come in
weaker than expected.

Strengthened Network

Fitch believes that the benefits provided by the combined
American/US route structure are supportive of the rating, and that
the combined companies will ultimately be healthier than either US
or AMR on a stand-alone basis. The merged company will be the
largest airline in the world as measured by ASMs, which is
important in an industry where scale has strategic value.

The domestic networks of these two carriers featured relatively
little overlap prior to the merger, allowing the combined
companies to provide significantly expanded connecting
opportunities. In particular, American will benefit from US's
ability to connect passengers up and down the East Coast. Stand-
alone US Airways had relatively limited international capacity.
Nevertheless, US Airways flies to several secondary European
cities where American currently does not operate, strengthening
the company's position in the Atlantic market.

AAG also stands to benefit from a strengthened oneworld Alliance,
which will improve its share of global available seat miles
relative to the other major alliances both through the addition of
US Airways (which will join oneworld from the Star Alliance in
March 2014) and from the March 2014 addition of TAM (also formerly
of the Star Alliance).

While the combined network is expected to be significantly
stronger than either the American or US Airways networks on a
stand-alone basis, Fitch remains cautious about the carriers'
ability to generate a revenue premium. Fitch notes that United
Airlines has struggled to generate revenue growth in excess of its
peers following the merger of United and Continental in 2010,
despite its enviable route network. The ultimate success of the
combined networks should become clearer as the companies move
further through the integration process.

Restructured Fleet

The company's fleet renewal efforts are expected to provide cost
benefits in the long run. American is scheduled to take delivery
of 248 aircraft between 2014-2017, including 80 737s and 110 A320
family aircraft which will be used to replace American's fleet of
aging MD-80s. New deliveries will require a heavy capital
commitment in the coming years; however, the cost benefits of new
generation aircraft compared to American's existing narrow body
fleet are expected to be significant. New generation narrow bodies
can burn as much as a third less fuel per ASM compared to
American's MD-80s, which is an effective way of managing the
airline's largest expense. The 737s and A320s will also feature
more seats than the MD-80s, helping to lower operating expenses
per available seat.

US Airways brings attractive aircraft to the combined fleet. The
company has largely completed its fleet renewal effort in recent
years, taking delivery of more than 75 aircraft since 2008,
primarily consisting of narrowbody A321s used to replace/upgauge
LCC's 737 classics and older A320s.

American's new scope agreement with its pilots, which allows the
company to fly more large regional jets (RJs), is also expected to
be beneficial from a revenue and unit cost standpoint in coming
years. The previous pilot agreement set a limit of regional jets
with more than 50 seats at 47 aircraft, whereas the new collective
bargaining agreement sets the limit at 40% of the company's
narrowbody fleet size in 2016. Larger, 70 and 90 seat RJs are much
more efficient on a unit cost basis compared the smaller 50 seat
RJs which are ill-suited to deal with jet fuel prices hovering
around $3.00/gallon as they have in recent years. The addition of
larger gauge regional jets will allow the company to match
capacity with route demand and better compete with United and
Delta which began adding larger regional jets as a key component
of their fleet plans in recent years.

Strong Liquidity

The combined companies will enter 2014 with a sizeable liquidity
balance, which is supportive of the ratings and provides
protection to the downside. As of Sept. 30, 2013, US Airways and
American Airlines had a combined cash balance of more than $10
billion. Upon emergence from bankruptcy American will also have
access to a $1 billion committed revolving credit facility secured
earlier this year. Fitch estimates total available liquidity
including the company's undrawn revolver is equivalent to 28.4% of
LTM revenue, the highest among North American carriers.

American is also expected to have an unencumbered asset base of
more than $3 billion. However, the largest component of the
balance will consist of international slots, gates, and routes.
Fitch views these assets cautiously as collateral since valuations
can vary widely. In contrast, Southwest Airlines has unencumbered
aircraft valued at nearly $7 billion. AAG will likely build its
unencumbered asset base over the next few years as its pays down
existing debt, and takes delivery of new aircraft, some of which
may be paid for with cash.

Fitch expects the emergence/merger process to be cash intensive;
however, the company's current cash balance is expected to be more
than sufficient to cover near-term needs. American forecasts
immediate cash needs of roughly $1 billion, and an estimated $1.2
billion of merger related expenses to be spread over the next
three years. The company also has a sizeable aircraft delivery
schedule in the coming years, with total capital expenditures
expected to exceed $3 billion in 2014 (a portion of which has been
pre-funded through EETC issuances) and more than $4 billion in
2015.

Improved Balance Sheet

American's debt structure has improved through the bankruptcy
process although the combined company will remain highly
leveraged. Fitch expects AAG will continue to reduce debt balances
over the next several years. The restructuring process eliminated
$2.5 billion in unsecured and tax exempt debt, which the company
estimates will lead to $1.3 billion in interest and principal
savings through 2017. American also successfully refinanced more
than 80 aircraft that were previously encumbered under high yield
EETCs, secured notes and bank loans, with two favorably priced
EETC issuances. US Airways also accessed the capital markets
during the year, securing a $1.6 billion term loan and issuing
$500 million in unsecured notes, creating a sizeable cash balance.

In addition, AMR renegotiated the financing of some 400 aircraft
which it expects to reduce cash obligations by more than $1
billion through 2017. Reduced rental payment will serve to reduce
off-balance sheet debt. Fitch estimates that the combined on-
balance sheet debt for the two companies as of Sept. 30, 2013
totals roughly $16.5 billion.

Separately, American achieved relief from its pension obligations
through the bankruptcy process. American's pilot B plan was
terminated outright while all other plans were frozen. The pension
changes reached in bankruptcy will help to reduce cash commitments
going forward. US Airways has no meaningful pension obligations.

Reduced Risks From Labor

Through its bankruptcy process, American was able to reach new
collective bargaining agreements with each of its major labor
groups. The company's inability to come to terms with its labor
unions was one of the primary reasons for its bankruptcy filing,
so having new agreements in place represents a major milestone. A
memorandum of understanding is also in place which determines the
process for establishing a combined seniority list for the
US/American pilot groups, something that has been a sticking point
in previous airline mergers.

Fitch notes that joint collective bargaining agreements (JCBAs)
between the US and American labor groups must still be negotiated
once the two companies are farther along in the integration
process. The JCBAs will ultimately determine the increases in
labor costs that the company will have to shoulder in the coming
years, leaving some risk that higher salaries could pressure
margins over the intermediate term. Fitch expects more clarity
around this subject as the various labor groups move through the
bargaining process in the next 1-2 years.

Modestly Growing Operating Environment

Fitch expects modestly growing demand for air travel in North
America in 2014, with traffic expected to rise in the low single
digits driven by steady, albeit slow, macroeconomic growth. Fitch
anticipates U.S. GDP to grow 2.6% in 2014, with GDP being highly
correlated to demand for air travel. Stable demand trends combined
with minimal capacity expansion should foster a healthy operating
environment for the North American airlines. Domestic traffic was
resilient in 2013 despite a lackluster macroeconomic environment
and headwinds generated by reduced government spending. Domestic
revenue passenger miles (RPMs) were up by 1.7% through October,
having posted a year-over-year increase in all but one month in
2013, while international traffic was up 2.5%.

Recovery Ratings:

The notching for American's secured debt (see below) reflects
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes. Senior
debt which is secured both by aircraft and non-aircraft collateral
(including slots, gates, routes, ground equipment, etc.) is
expected to receive substantial recovery (91%-100%, implying a
rating of 'RR1') in a default scenario. Senior unsecured notes at
US Airways are expected to exhibit average recovery prospects of
between 31%-50%, equal to a Recovery Rating of RR4. Therefore the
senior unsecured debt is rated equal to the airline IDR.

Rating Sensitivities:

Fitch could consider a positive rating action if merger related
synergies outperform management's expectations, and if adjusted
leverage declines notably from current levels. Fitch would also
look for American to generate sustained unit revenue growth on par
with or in excess of peers. Successful control over cost inflation
particularly related to labor, will also be a key factor in a
potential future upgrade. Fitch will also look for more clarity on
certain management strategies, including cash deployment
priorities, fuel hedging, and liquidity and leverage targets.

A negative rating action is not anticipated at this time. However,
Fitch could consider revising the ratings downward if the company
were to experience significant/sustained integration related
difficulties. The ratings could also be pressured by an unexpected
demand or fuel price shock that materially impacts operating
results.

Fitch has taken the following rating actions:

American Airlines Group Inc.
-- IDR upgraded to 'B+' from 'D'.

American Airlines, Inc.
-- IDR upgraded to 'B+' from 'D'
-- Senior secured credit facility upgraded to 'BB+/RR1' from 'BB-
/RR1'
-- 1st lien senior secured notes rated 'BB+/RR1'

US Airways Group, Inc.
-- IDR affirmed at 'B+',
-- Senior Unsecured Notes upgraded to 'B+/RR4' from 'B-/RR6'
-- Senior Unsecured Convertible Notes upgraded to 'B-/RR6' from
'CCC+/RR6'

US Airways, Inc.
-- IDR affirmed at 'B+'
-- Senior secured credit facility affirmed at 'BB+/RR1'


AMERICAN AIRLINES: Fitch Hikes $156MM Cert. Rating to 'BB+'
-----------------------------------------------------------
Following the completion of the merger between American Airlines
and US Airways, Fitch Ratings has taken the following actions on
rated enhanced equipment trust certificates (EETCs) issued by
American Airlines:

American Airlines Pass Through Trust Series 2013-1:

-- $506.7 million class A certificates upgraded to 'A-'
   from 'BBB+';
-- $156.6 million class B certificates upgraded to 'BB+' from 'B';
-- $119.8 million class C certificates upgraded to 'B+'
   from 'CCC'.

All three classes of certificates were previously on Rating Watch
Positive.

American Airlines Pass Through Trust Series 2013-2:

-- $1,408 million class A certificates affirmed at 'BBB+';
-- $512 million class B certificates upgraded to 'BB+' from 'B'.

The class B certificates were previously on Rating Watch Positive.

Rationale: Fitch initially rated the AA 2013-1 class A
certificates 'BBB+' despite the structure's ability to pass
Fitch's 'A' level stress test. The 'BBB+' rating reflected the
inherent uncertainties involved with the bankruptcy process. The
one notch upgrade follows the company's emergence from bankruptcy.

The B and C tranche ratings are notched from the 'B+' IDR of the
underlying airline. The 'BB+' rating for the B tranche reflects a
high affirmation factor (+2 notches) and the presence of an 18
month liquidity facility (+1 notch). The 'B+' rating for the C
tranche reflects a high affirmation factor (+2 notches) and low
recovery expectations (-2 notches). Fitch previously rated the B
and C tranches 'B' and 'CCC', respectively, per Fitch's criteria
for rating subordinated EETC tranches while the issuer is in
bankruptcy.

The affirmation of the AA 2013-2 A tranche reflects Fitch's top
down analysis in which loan-to-value (LTV) ratios remain below
100% in our 'BBB' level stress test. The AA 2013-2 A tranche does
not pass Fitch's 'A' level stress test due to the inclusion of
tier 2 and tier 3 aircraft in the collateral pool.

The class B certificate ratings are based on a high affirmation
factor (+2 notches) and the presence of an 18 month liquidity
facility (+1 notch). Fitch previously rated the B tranche 'B' as
per Fitch's criteria for rating subordinated EETC tranches while
the issuer is in bankruptcy.

Fitch has also affirmed the following ratings for EETCs issued by
US Airways:

US Airways Pass Through Trust Series 2012-1:
-- $378.8 million class A certificates at 'A-';
-- $125 million class B certificates at 'BB+';
-- $118.6 million class C certificates at 'B+'.

US Airways Pass Through Trust Series 2012-2:
-- $418.1 million class A certificates at 'A-';
-- $127.1 million class B certificates at 'BB+';
-- $100 million class C certificates at 'B+'.

US Airways Pass Through Trust Series 2013-1:
-- $620.1 million class A certificates at 'A-';
-- $199.5 million class B certificates at 'BB+'.


AMERICAN AIRLINES: S&P Assigns 'B' CCR After Ch. 11 Emergence
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Fort Worth, Texas-based American Airlines Group
Inc. (AAG).  AAG, the parent of American Airlines Inc. (American
Airlines) and US Airways Group Inc., was previously known as AMR
Corp. until its Dec. 9, 2013, emergence from Chapter 11 bankruptcy
protection, upon which it merged with US Airways Group.  S&P also
assigned a 'BB-' issue-level rating to American Airlines'
$2.9 billion secured credit facility and $1 billion secured notes
due 2016, both with a '1' recovery rating.  In addition, S&P
affirmed the 'BB-' issue-level rating on US Airways Inc.'s
(US Airways) $1.6 billion secured term loan, with a '1' recovery
rating; the 'B-' issue-level rating on its unsecured notes, with a
'5' recovery rating; and the 'CCC+' issue-level rating on its
subordinated debt, with a '6' recovery rating.  S&P also raised
the ratings on most of American Airlines' and US Airways' enhanced
equipment trust certificates (EETCs).  The rating outlook on AAG
is stable.

"We base our 'B' corporate credit rating on AAG on our assessment
of the company's "fair" business risk profile and "highly
leveraged" financial risk profile," said credit analyst Betsy
Snyder.  S&P's upgrades of American Airlines' EETCs, most of which
S&P is raising by one rating category each, are based on the
company's 'B' corporate credit rating.  S&P is upgrading most of
US Airways' EETCs by one notch because its analysis includes an
assessment of the likelihood that the airline would reorganize
successfully and affirm the aircraft debt that secures the
certificates.  As part of a larger airline group, S&P sees the
likelihood of reorganization in any future bankruptcy as higher
than previously.  Many of the exceptions are US Airways' 2010,
2011, and 2012 class C certificates, which do not have liquidity
facilities and which S&P accordingly continues to rate only one
notch higher than the airline's corporate credit rating.

The combination of American Airlines and US Airways will result in
the largest U.S. airline, with the leading share of traffic along
the East Coast and Central U.S. regions.  However, the combined
airline's Pacific presence remains weaker than those of
competitors Delta Air Lines Inc. (Delta) and United Continental
Holdings Inc. (United Continental), and its solid competitive
position at London's Heathrow Airport could be hurt somewhat by
Delta's recent acquisition of a stake in Virgin Atlantic, which is
the second-largest airline at that airport.  AAG foresees
substantial revenue synergies and overhead cost savings from the
combination, partly offset by higher labor costs and $1.2 billion
of integration expenses through 2015.  S&P agrees that there is a
potential for solid revenue gains, as AAG recaptures some of the
traffic lost to United Continental and Delta after those airlines'
mergers.  The main risk, as for other airline mergers, is that
labor cost increases exceed projected levels or the integration
process proves more costly and disruptive than planned.  United
Continental is currently seeking to remedy merger integration
problems and has underperformed its (and S&P's) expectations,
while Delta's merger has gone relatively smoothly.  S&P considers
the volatility of AAG's operating profitability to be high,
similar to most other U.S. airlines, and this partly offsets its
substantial market position, resulting in a "satisfactory"
competitive position.

S&P's "fair" business risk assessment also incorporates its view
of the airline industry's "high" risk and AAG's "low" country
risk.

"Our assessment of AAG's financial risk profile as "highly
leveraged" is based on our expectation of rising revenues,
modestly improving margins, and incremental debt or leases to
finance new aircraft deliveries (we expect capital spending will
be $3.4 billion in 2014 and increase to $4.3 billion in 2015).
This should result in funds from operations (FFO) to debt in the
low-teens percent area and free operating cash flow (FOCF) to debt
in the low-single-digit percent area in 2014, with both ratios
improving thereafter," S&P said.

S&P's base case assumes:

   -- Revenue growth of around 5% a year in 2014 and 2015, based
      on modestly increased traffic and higher pricing;

   -- Oil prices remaining relatively stable through 2015;

   -- Rising labor costs and integration costs of $1.2 billion
      through 2015;

   -- Modestly higher operating margins; and

   -- Pro forma net income below levels projected in the company's
      disclosure statement filed earlier this year.

Based on these assumptions, S&P arrives at the following credit
measures:

   -- FFO to debt in the low-teens percent area in 2014, somewhat
      below US Airways' 17% in 2012, and improving thereafter;

   -- Debt/EBITDA of around 6x in 2014, higher than US Airways' 4x
      in 2012, and declining thereafter; and

   -- Modest negative free cash flow in 2014 that turns modestly
      positive in 2015.

Standard & Poor's rating outlook on AAG is stable.  This reflects
S&P's expectation that its financial profile will remain
relatively consistent through 2014, despite incremental debt to
fund new aircraft deliveries and integration costs associated with
the merger, with FFO to debt in the low-teens percent area.

S&P could raise the ratings if FFO to debt improves to the
midteens percent area and FOCF to debt exceeds 5% for a sustained
period.

S&P could lower the ratings if integration costs are higher than
expected and heavy capital spending keeps FFO to debt less than
10% for a sustained period.


AMERIFORGE GROUP: S&P Affirms 'B+' CCR on First Lien Sr. Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit rating on Houston-based Ameriforge Group
Inc., doing business as AFGlobal Corp., and its 'B+' issue rating
on the company's first-lien senior secured term loan.  The
recovery rating on the first-lien term loan remains '2',
indicating S&P's expectation for substantial (70% to 90%) recovery
in the event of a payment default.  The outlook is stable.

At the same time, S&P raised its issue rating on the company's
second-lien term loan debt to 'B-' from 'CCC+', reflecting
improved recovery prospects for second-lien lenders under S&P's
payment default scenario, primarily based on higher shared claims
between first and second lien lenders given 35% of Special
Flanges' stock will be unpledged.  The recovery rating was revised
to '5' from '6', indicating S&P's expectation of modest (10% to
30%) recovery in the event of a payment default.

As of Sept. 30, 2013, the company had $372.2 million of first-lien
term loan debt due in 2019 and $150 million of second-lien term
loan debt due in 2020.  The incremental issue amounts increase the
aggregate amounts on the first and second-lien term loans to
$472.2 million and $200 million, respectively.  The company's
$82.5 million revolving credit facility due in 2018 is not rated.

"The stable rating outlook reflects our expectation that revenue
growth from new product offerings and strong demand in its
offshore E&P segment will continue to drive operating performance
and enable the company to improve profitability and strengthen
credit measures from current levels in line with our forecast. We
also expect liquidity will remain adequate over the next 12 to 24
months," said Standard & Poor's credit analyst Mark Salierno.

"We could lower ratings if operating performance falls short of
our expectations and leads to weaker cash flow generation and
tighter liquidity, such that total liquidity falls to less than
$50 million with no near-term improvement expected.  We believe
this could occur if a substantial drop in commodity prices leads
to a protracted decrease in spending by the company's E&P
customers, resulting in lower EBITDA levels and weaker credit
measures.  Based on pro forma debt levels, we estimate a decrease
in EBITDA in excess of 15% would cause the company to approach its
first-lien springing covenant requirement, which would limit
borrowing availability under the revolving credit facility," S&P
added.

S&P would consider an upgrade if it believed that Ameriforge would
adopt a less aggressive financial policy, which would include the
company maintaining debt to EBITDA comfortably below a 5x
threshold on a sustained basis throughout the business cycle, with
a low likelihood of releveraging.  S&P considers this less likely
in the next one to two years given its expectation that the
company will continue to pursue small-to-midsize acquisitions to
support its growth objectives.


ANIXTER INT'L: Fitch Affirms 'BB' IDR & Subsidiary Rating
---------------------------------------------------------
Fitch Ratings has affirmed the IDR for Anixter International, Inc.
and its wholly owned operating subsidiary, Anixter Inc., at 'BB+'.

Key Ratings Drivers:

The ratings and Outlook reflect the following considerations:

-- Fitch expects mid-single digit organic revenue growth in 2014
as Anixter benefits from modest macro improvements and new project
wins across its three business segments. Fitch expects EBITDA
margins to largely hold steady above 6%, absent any significant
swings in the US dollar and copper prices.

-- In a stress scenario, Fitch would expect EBITDA margins to
decline to levels near the trough of the last downturn, roughly
5%. Fitch would expect working capital cash inflows to roughly
offset lower EBITDA levels and free cash flow to be above $200
million. In a flat revenue environment, Fitch estimates Anixter
would generate more than $200 million in annual free cash flow.

-- In November, Anixter announced a special dividend of $5 per
share, approximately $165 million in total, to be paid at the end
of the year. Fitch expects that the dividend will be financed in
part by existing cash as well as borrowings under the company's
credit facilities. Such actions coupled with current leverage
metrics are already incorporated into the rating. Anixter has
issued similar dividends in two of the prior three years.

-- Fitch expects that Anixter will continue to utilize excess cash
and free cash flow for potential acquisitions and shareholder
friendly actions rather than debt reduction. Share repurchases and
special dividends in excess of free cash flow in the face of
mounting macroeconomic concerns could pressure Anixter's rating if
such action would be expected to lead to additional higher
leverage once revenue growth returns.

Fitch estimates leverage (total debt / total EBITDA) at 2.2x as of
September 2013. If the dividend were fully debt-financed, Fitch
estimates leverage would rise to 2.6x which it expects would be
reduced by free cash flow generation over the next few quarters.
Fitch estimates free cash flow at $176 million in the latest
twelve month period.

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

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

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

-- Working capital efficiency which allows the company to generate
free cash flow in a downturn.

Credit concerns include:

-- Historical use of debt and free cash flow for acquisitions and
shareholder-friendly actions;

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

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

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

Fitch believes Anixter's liquidity was adequate and consisted of
the following as of Sept. 30, 2013: i) approximately $82 million
of cash and cash equivalents; ii) a $400 million revolving credit
facility, of which, $382 million was available, with a maturity
which was recently extended to November 2016; and iii) a $300
million on-balance-sheet accounts receivable securitization
program expiring May 2015, of which, $85 million was available.

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

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

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

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

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

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

Fitch has affirmed the following ratings:

Anixter International, Inc.
-- Issuer Default Rating (IDR) at 'BB+';

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

The Rating Outlook is Stable.

Ratings Sensitivities:

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

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

-- Severe operating margin compression resulting from intense
   competition;

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

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

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

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


BERNARD L. MADOFF: Claim That Founder Acted Alone Was Falsehood
---------------------------------------------------------------
James Sterngold, writing for The Wall Street Journal, reported
that even after he confessed to orchestrating the biggest Ponzi
scheme in history, Bernard L. Madoff insisted on two points: He
acted alone, and his separate market-making operation was
"legitimate, profitable and successful in all respects."

According to the report, those claims, from his 2009 guilty plea
and other statements, have since been exposed as more lies from
the con man.

Five years ago, Mr. Madoff became a household name due to the
breathtaking audacity and scope of his fraud, which resulted in
more than $17 billion in losses for more than 12,000 investors
world-wide, the report related.  But a more complete picture of
the breadth of his scam is only now coming into focus, thanks in
part to a continuing trial in New York federal court that is
bolstering a bankruptcy trustee's findings after a review of more
than 33 million documents.

The trial has highlighted how investigators have reversed their
view that, as Mr. Madoff had insisted, the market-making and
trading operation was walled off from the fraud, the report
related.  They now believe that busy trading desk became Mr.
Madoff's front, actually losing tens of millions of dollars a year
and kept alive with hidden subsidies from the Ponzi scheme,
according to Bruce Dubinsky, a forensic accountant with Duff &
Phelps LLC, who was hired by the bankruptcy trustee.

"The market-making operation was his cover," said David Sheehan, a
lawyer representing the bankruptcy trustee, Irving Picard, in the
efforts to recover assets for investors, the report cited.

                     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.


BH S&B HOLDINGS: 2nd Cir. Revives Suit by Steve & Barry's Workers
-----------------------------------------------------------------
The United States Court of Appeals for the Second Circuit
reinstated a class action lawsuit against BHY S&B HoldCo, LLC,
which acquired Steve & Barry's, a chain of retail apparel stores
that filed for bankruptcy, for alleged violations of the Worker
Adjustment Retraining and Notification Act.

Michael Guippone, individually and on behalf of all others
similarly situated, took an appeal from decisions and orders of
the U.S. District Court for the Southern District of New York
(McMahon, J.) dismissing his putative class action claim brought
against the defendants for WARN Act violations.

The Second Circuit vacated the district court's grant of summary
judgment to BHY S&B HoldCo, entered Dec. 15, 2011, finding that
there is a material question of fact as to whether HoldCo was a
single employer with its closely held subsidiary within the
meaning of WARN.  The Second Circuit affirmed the district court's
dismissal of the complaint against the remaining defendants for
failure to state a claim, entered May 18, 2010.

Steve & Barry's Industries, Inc., which owned and operated the
retail apparel chain, filed for protection from its creditors
pursuant to Chapter 11 of the U.S. Bankruptcy Code in July 2008.
One group of defendants in this action comprises investment firms
Bay Harbour Management LC and its related entities Bay Harbour
Master Ltd. and BH S&B Inc.; and York Capital Management L.P. and
YSOF S&B Investor LLC.  Bay Harbour and York Capital created a
series of interrelated entities to purchase and manage Steve &
Barry's after it filed for bankruptcy protection. One of the
entities, HoldCo, served as the holding company and sole managing
member of another entity, BH S&B Holdings LLC.  Holdings was
funded with $70 million from Bay Harbour and York Capital, and an
additional $125 million in financing from Ableco Finance LLC.
Holdings employed Guippone and the putative class members.  In
August 2008, with approval from the United States Bankruptcy Court
for the Southern District of New York, Holdings bought Steve &
Barry's assets.

The suit is, MICHAEL GUIPPONE, INDIVIDUALLY AND ON BEHALF OF ALL
OTHERS SIMILARLY SITUATED, Plaintiff-Appellant, v. BH S&B HOLDINGS
LLC, BHY S&B HoldCo, LLC, BAY HARBOUR MANAGEMENT LC, BAY HARBOUR
MASTER LTD, BH S&B INC., YORK CAPITAL MANAGEMENT, L.P. AND YSOF
S&B INVESTOR, LLC,1 Defendants-Appellees, No. 12-183-cv (2nd
Cir.).

A copy of the Second Circuit's Dec. 10, 2013 decision is available
at http://is.gd/3lwdnofrom Leagle.com.

Michael Guippone is represented by:

     Jack A. Raisner, Esq.
     Rene S. Roupinian, Esq.
     OUTTEN & GOLDEN, LLP
     3 Park Avenue
     New York, NY 10016

BHY SBHoldCo LLC is represented by Owen Cyrulnik, Esq. --
ocyrulnik@graisellsworth.com -- at Grais & Ellsworth LLP.

Justin S. Antonipillai, Esq., and Robert A. Stolworthy,
Jr., Esq. -- justin.antonipillai@aporter.com and
robert.stolworthy@aporter.com -- at Arnold & Porter, LLP,
represent YSOF S&B Investor LLC and York Capital Management, L.P.

                        About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- was a national casual apparel
retailer that offered high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operated
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands included the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with former NBA (R) star Stephon
Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 protection on July 9, 2008 (Bankr.
S.D.N.Y. Lead Case No. 08-12579).  Lori R. Fife, Esq., and Shai
Waisman, Esq., at Weil, Gotshal & Manges, LLP, represented the
Debtors in their restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &
Barry's Manhattan LLC (Case No. 08-12579) was changed to Stone
Barn Manhattan LLC.  Parent company Steve & Barry's LLC (Case No.
08-12615) became Steel Bolt LLC.

When the Debtors filed for bankruptcy, they disclosed $693,492,000
in total assets and $638,086,000 in total debts.


BIG LOTS: Store Chain to Shut Down, 600 Workers May Lose Jobs
-------------------------------------------------------------
Quinte News reports that another store chain in Canada will be
closing its doors and once again a Quinte area location will be
affected.

Big Lots, the parent company for Liquidation World, is shutting
down operations in Canada, according to Quinte News.

The report relates that an official at the Trenton store confirmed
the news today, stating the store will shut its doors on Dundas
Street East at the end of February.

Big Lots says it wants to focus on its American stores and added
the Canadian locations did not gain enough traction to remain
successful, the report notes.

Sixteen-hundred employees across the country will be losing their
jobs, however the number of local jobs affected is not known, the
report says.

There are also Liquidation World locations in Cobourg and
Kingston.


BOREAL WATER: Files 4th Amendment to 2012 Report
------------------------------------------------
Boreal Water Collection, Inc., filed with the U.S. Securities and
Exchange Commission an amendment no. 4 to Form 10-K on Dec. 3,
2013, for the year ended Dec. 31, 2012.

Patrick Rodgers, CPA, expressed substantial doubt about Boreal
Water Collection, Inc.'s ability to continue as a going concern,
citing that the Company has a minimum cash balance available for
payment of ongoing operating expenses, has experienced losses
operations since inception, and it does not have a source of
revenue sufficient to cover its operating costs.

The company reported a net loss of $822,902 on $2.68 million of
sales for the year ended Dec. 31, 2012, compared to a net loss of
$1.28 million on $2.66 million of sales in Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $3.74 million
in total assets, $3.91 million in total liabilities, and
stockholders' deficit of $173,084.

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

                      http://is.gd/zgnIeq

                       About Boreal Water

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.

The Company reported a net loss of $822,902 on $2.7 million of
sales in 2012, compared with a net loss of $1.3 million on
$2.7 million of sales in 2011.


BUILDING #19: Dec. 12 Final Hearing on Access to Cash Collateral
----------------------------------------------------------------
Building #19, Inc., et al., will appear before the Bankruptcy
Court today, Dec. 12, at 10:30 a.m., for a final hearing on its
request to use cash collateral.

Building #19 last month obtained interim approval to use the cash
collateral in which secured creditors JFLP Financial Group and
William Elovitz assert interest.  The Debtors may use the cash
collateral until Dec. 14, 2013.  The Debtors will be entitled to
exceed the amounts set forth in the budget by up to 10%.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the lenders replacement
liens on postpetition property of the estate.

                     About Building #19, Inc.

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

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official committee of unsecured creditors.
The Committee retained Duane Morris LLP as its counsel.


CAPITOL BANCORP: Incurs $5.8-Mil. Net Loss in Third Quarter
-----------------------------------------------------------
Capitol Bancorp Ltd. filed its quarterly report on Form 10-Q,
reporting a net loss of $5.8 million on $13.0 million of total
revenue for the three months ended Sept. 30, 2013, compared with a
net loss of $5.4 million on $19.8 million of total revenue for the
same period last year.

The Company reported net income of $669,000 on $42.4 million of
total revenue for the nine months ended Sept. 30, 2013, compared
with a net loss of $23.6 million on $56.7 million of total revenue
for the corresponding period of 2012.

Net loss relating to discontinued operations was $4.6 million and
$5.5 million for the three and nine months ended Sept. 30, 2013,
respectively, compared to a net loss from discontinued operations
of $1.4 million and $6.1 million for the three and nine months
ended Sept. 30, 2012, respectively.

The net results of operations for the nine-month interim period of
2013 showed significant improvement compared to the corresponding
2012 interim period.  There was a total reduction in the provision
for loan losses of $13.0 million to a negative $12.2 million for
the nine months ended Sept. 30, 2013, compared to a provision of
$791,000 for the corresponding period of 2012 (excluding
discontinued operations), related mainly to the $12.2 million
provision reversal at Michigan Commerce Bank.  Operating expenses
also decreased significantly during the period by $13.5 million,
or 24.0%, as compared to the corresponding 2012 period.

Net interest income for the nine months ended Sept. 30, 2013,
totaled $28.6 million, a 7.6% decrease compared to $31.0 million
in 2012.

Noninterest income for the nine months ended Sept. 30, 2013,
approximated $8.6 million, a 23.8% decrease from the $11.3 million
for the same period in 2012.

The Company?s balance sheet at Sept. 30, 2013, showed
$984.2 million in total assets, $1.127 billion in total
liabilities, and a stockholders? deficit of $142.7 million.

A copy of the Form 10-Q is available at http://is.gd/DCiG2d

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CASH STORE: Files Copy of $32.5 Million Credit Agreement
--------------------------------------------------------
Cash Store Financial furnished the U.S. Securities and Exchange
Commission a copy of the credit agreement pursuant to which
424187 Alberta Ltd. serves as agent for the lenders.

As reported by the TCR on Dec. 6, 2013, Cash Store entered into a
credit agreement with Coliseum Capital Management, LLC, 8028702
Canada Inc. and 424187 Alberta Ltd. pursuant to which the Lenders
have agreed to provide $12 million of loans in the aggregate.  The
loans will be guaranteed by the Company's subsidiaries.  The
Credit Agreement provides that a total of up to $32.5 million may
be advanced, but the Lenders, at this time, have made no
commitment to provide additional loans.  The $32.5 million
facility falls within the first lien carve-out provisions of the
Company's January 2012 Indenture governing the Company's 11.5%
senior secured notes due 2017.

A copy of the Credit Agreement is available for free at:

                       http://is.gd/KbZ9VJ

                     About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

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

                          *     *     *

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

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

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


CE GENERATION: Fitch Affirms 'BB-' Ratings on $400MM Notes
----------------------------------------------------------
Fitch Ratings has affirmed CE Generation, LLC's (CE Gen) $400
million senior notes ($159 million outstanding) due in 2018 at
'BB-'. The Rating Outlook remains Negative due to CE Gen's
reliance on nonobligatory sponsor equity support in lieu of
drawing on the debt service reserve.

Key Rating Drivers:

-- Exposure to Volatile Energy Pricing: Geothermal output is
contracted under power purchase agreements with strong
counterparties Southern California Edison (SCE) ('A-'/Stable) and
Arizona Public Service ('BBB+'/Stable). However, the majority of
energy revenues are exposed to variable Short-Run-Avoided-Cost
(SRAC) pricing, which is tied to natural gas prices. While the
SRAC-based contracts mitigate volume risk, price risk is a
substantial risk to cash flow. (Revenue Risk: Weaker).

-- Subordinated Position: CE Gen's cash flows are primarily
reliant on distributions from a portfolio of geothermal projects
that have structurally senior debt at Salton Sea Funding Corp.
(SSFC). The SSFC-level distribution trigger is relatively high
(1.50x), which can lead to cash traps during periods of financial
pressure. (Debt Structure: Weaker).

-- Weakened Financial Profile: The consolidated DSCR from 2014-
2018 will hover near breakeven levels in Fitch's rating case. This
suggests that CE Gen's ability to meet debt obligations is
vulnerable to persistently low gas prices and a deterioration in
the operating environment. If cash is trapped at the SSFC level,
as it has been in 2012 and 2013, there will be insufficient
distributions to CE Gen requiring nonobligatory sponsor equity
injections or access of debt service reserves to avoid default.

-- Good Operational History: CE Gen has a diverse base of 10,
well-maintained geothermal projects and three natural gas
facilities with good operating histories. The technology is proven
and conventional and there have been no major operational or
maintenance issues over the past 10 years. (Operation Risk:
Midrange).

-- Stable Resource Across Portfolio: The geothermal resource has
been consistently strong over the past 15 years. The resource is
expected to be viable beyond 2040, suggesting there is residual
value for the sponsors beyond the term of the debt. The natural
gas assets procure gas under rolling annual tolling agreements.
(Supply Risk: Midrange).

Rating Sensitivities:

-- A departure from the precedent of equity injections ahead of
draws on the debt service reserve to meet debt payment shortfalls
would signal a change in the sponsors' view of CE Gen's long-term
value and result in a downgrade.

-- Persistently low revenue due to weak energy pricing,
curtailment, or operational issues would result in reduced cash
flow to CE Gen that could result in a rating action.

-- CE Gen could return to a Stable Outlook if the sponsors'
further illustrate their intent to support the project or SSFC is
able to resume distributions and has a favorable financial
outlook.

Security:

The senior notes are secured by all assets of CE Gen, including
the residual cash flow of its portfolio of 13 energy projects, as
well as equity interests in the project companies, and all
operational and depository accounts.

Credit Update:

CE Gen's portfolio continues to display stable operating
performance, but curtailment due to ongoing transmission upgrades
in Southern California has weakened project capacity factors.
Furthermore, the portfolio's large exposure to variable SRAC
prices has resulted in reduced energy revenues due to recent low
natural gas pricing.

While Fitch expects transmission-related curtailment to eventually
subside, the exposure to market pricing volatility through the
SRAC contracts will remain a credit weakness. Fitch's rating case
contemplates CE Gen's projected financial performance under
persistent low SRAC pricing. Under this scenario, CE Gen's DSCRs,
based on distributions, average 1.04x from 2014-2018, with two
years of below breakeven coverage.

Due to the structural subordination of CE Gen's debt, Fitch also
evaluates financial performance using a consolidated DSCR, which
considers total portfolio cash flow and total debt service at both
the CE Gen and SSFC levels. The consolidated DSCR under rating
case conditions averages 1.02x from 2014-2018, with two years of
below breakeven coverage.

Rating case coverage levels based on operating cash flow are
consistent with a lower rating level. However, the sponsor has
provided incremental liquidity to meet scheduled debt service
payments without drawing on the debt service reserve. Fitch's
rating incorporates the expectation that the sponsor will continue
to support CE Gen during periods of financial stress through debt
maturity. Failure by the sponsor to continue providing liquidity
and necessitating a draw on the reserve will likely trigger a
rating downgrade.

CE Gen is a special purpose holding company created solely to
issue the senior secured notes and hold the equity interests in 13
generating assets with an aggregate net ownership interest of 770
megawatts. CE Gen's 10 geothermal facilities are located in the
Imperial Valley near Calipatria, California, and its three gas
fired facilities are located in Plattsburg, New York (Saranac);
Big Springs, Texas (Power Resources); and Yuma, Arizona (Yuma),
respectively. CE Gen is owned 50% by U.S. based MidAmerican Energy
Holdings Company ('BBB+'/Stable) and 50% by Canadian based
TransAlta USA Inc.


CHRISTIAN BROTHERS: Sexual-Abuse Plan Out for Vote
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Christian Brothers' Institute won approval of
disclosure materials on Dec. 10 and scheduled a hearing on Jan. 9
for confirmation of a Chapter 11 plan dealing with sexual-abuse
claims.

According to the report, the institute filed for Chapter 11
protection in April 2011.  If approved by creditors and the
bankruptcy court, the plan would create a trust for abuse
claimants initially funded with $13.4 million from the religious
order and $3.2 million from Providence Washington Insurance Co.

The sexual-abuse claims arose from events occurring 30 to 50 years
ago, according to court filings.  The institute operates Catholic
elementary and secondary schools throughout New York State.

The institute listed assets of $74 million, almost all
representing real property.  Aside from unknown liability on
sexual-abuse claims, the institute said in 2011 there was
$6.5 million in secured debt and a $1.8 million unsecured loan
owing to the Christian Brothers Foundation.

Based in New Rochelle, New York, the nonprofit institute told the
bankruptcy judge the claims mostly arose in Washington State and
Newfoundland.

                About Christian Brothers' Institute

The Christian Brothers' Institute in New Rochelle, New York, is a
domestic not-for-profit 501(c)(3) corporation organized under Sec.
102(a)(5) of the New York Not-for-Profit Corporation Law.  CBI was
formed to establish, conduct and support Catholic elementary and
secondary schools principally throughout New York State.

The Christian Brothers of Ireland, Inc., in Chicago, Illinois, is
a domestic not-for-profit 501(c)(3) corporation organized under
the Not-for-Profit Corporation Law of the State of Illinois.  CBOI
was formed to establish, conduct and support Catholic elementary
and secondary schools principally throughout the State of
Illinois, as well as other spiritual and temporal affairs of the
former Brother Rice Province of the Congregation of Christian
Brothers.

CBI and CBOI depend upon grants and donations to fund a portion of
their operating expenses.

The Christian Brothers' Institute and The Christian Brothers of
Ireland filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 11-22820 and 11-22821) on April 28, 2011.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, serves
as the Debtors' bankruptcy counsel.  The Christian Brothers'
Institute disclosed assets of $63,418,267 and $8,484,853 in
liabilities.  CBOI discloses assets of $1,091,084 and liabilities
of $3,622,500.

Attorneys at Pachulski Stang Ziehl & Jones LLP, in Los Angeles,
Calif., and New York, N.Y., represent the Official Committee of
Unsecured Creditors as counsel.  Paul A. Richler, Esq., of
Pacific Palisades, Calif., serves as Special Insurance Counsel to
the Official Committee of Unsecured Creditors.

The Christian Brothers' Institute and The Christian Brothers of
Ireland, Inc., and the Official Committee of Unsecured Creditors
have a plan made possible following an "allocation plan"
negotiated with 75% of sexual abuse claimants.

The Joint Chapter 11 Plan of Reorganization dated Aug. 22, 2013,
has the Debtors and the Official Committee of Unsecured Creditors
as co-proponents.


CHURCHILL DOWNS: S&P Assigns 'BB' CCR & Rates New Notes 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Louisville, Ky.-based gaming and racing operator
Churchill Downs Inc.  The rating outlook is stable.

At the same time, S&P assigned Churchill Downs' proposed
$250 million senior unsecured notes due 2021 its 'BB' issue-level
rating, with a recovery rating of '3', indicating its expectation
for meaningful (50% to 70%) recovery for lenders in the event of a
default.

"The company will use the proceeds to repay borrowings under its
revolving credit facility, and to pay transaction fees and
expenses," said Standard & Poor's credit analyst Melissa Long.

S&P's assessment of Churchill Downs' business risk profile as
fair" reflects the company's exposure to consumer discretionary
spending in the gaming space, the second-tier nature of some of
the gaming markets in which the company operates, increasing
competition in the online gaming space, participation in the horse
racing industry, which has struggled to maintain profitability in
the face of increasing competition from other forms of gaming, and
a concentration of EBITDA in its racing segment in a single event
-- the Kentucky Derby.

These risks are mitigated by the strength of the Kentucky Derby,
the company's focus on regional gaming markets, moderate
geographic diversity of gaming assets, and the company's online
business.  S&P's assessment of Churchill Downs' financial risk
profile as "modest" reflects its expectation that leverage over
the next two years will be in the low- to mid-1x area and that
EBITDA coverage of interest will exceed 10x.  S&P's assessment
also takes into account the company's strong free operating cash
flow generation.

S&P assess Churchill Downs' liquidity profile as "strong",
according to its criteria, based on the company's likely sources
and uses of cash over the next 12 to 18 months, and incorporating
its performance expectations.

The stable rating outlook reflects S&P's expectation that leverage
will remain in the low- to mid-1x area over the next two years,
providing ample cushion for the company to pursue acquisition and
development opportunities.  S&P expects leverage will remain below
4x, even in a scenario where the company completes additional
acquisitions or pursues development opportunities.

An upgrade could result if S&P came to believe that the company's
financial policy would likely lead to leverage remaining below 3x
even factoring in development and acquisition opportunities.  S&P
could also consider rating upside if future acquisitions and
developments meaningfully increased the size and diversity of the
company's cash flow base, such that its assessment of the
company's competitive position improved.

S&P believes a downgrade is unlikely given the company's low
leverage and its expectation of relatively stable operating
performance.  While unlikely, S&P could lower the ratings if the
company took a more aggressive approach toward acquisitions,
development opportunities or returns to shareholders and/or
operating performance deteriorated meaningfully, resulting in
leverage remaining close to 4x.


CLUB AT SHENANDOAH: GECC Says Proposed Auction Will Delay Case
--------------------------------------------------------------
Joshua D. Wayser, Esq., at Katten Muchin Rosenman LLP, on behalf
of senior secured lender General Electric Capital Corporation,
asks the Bankruptcy Court to deny the proposed sale of assets of
The Club at Shenandoah Springs Village, Inc.  GECC said the Court
must deny the Debtor's request for an auction and require the
Debtor to finalize the transaction with Arroyo Vista Partners.

GECC noted that the Debtor asked the Court on Nov. 21, 2013, to
approve (i) bidding procedures in connection with proposed sale of
substantially all assets of estate, and (i) break-up fee.
According to GECC, the case has been pending for one year and for
the past seven months the Debtor has promised creditors would be
paid in full.  Yet, rather than consummate a sale that "will pay
all creditors in full," the Debtor has requested the Court to
approve bidding procedures and an auction, further delaying and
possibly jeopardizing creditor recoveries.

GECC noted that the Debtor in November entered into an asset
purchase agreement with Arroyo Vista Partners as stalking horse
buyer, by which Arroyo offered to purchase the assets for
$18,750,000.  The agreement also provides for the breakup fee and
approval of Arroyo's stalking horse offer by Dec. 24.

The Debtor proposed an auction and sale hearing on Jan. 14, 2014,
at Courtroom 303 of the U.S. Bankruptcy Court, Central District of
California, Riverside Division, 3420 12th Street, Riverside,
California.  Bid deadline is set for 3:00 p.m. three business days
prior to the auction.

           About The Club At Shenandoah Springs Village

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., and Steven Worth, Esq., at
SulmeyerKupetz, in Los Angeles, Calif., represent the Debtor as
counsel.


CLUB AT SHENANDOAH: Cash Collateral Hearing Continued to Jan. 14
----------------------------------------------------------------
The Bankruptcy Court continued until Jan. 14, 2014, at 2:00 p.m.,
the hearing to consider The Club at Shenandoah Springs Village,
Inc.'s motion to use of cash collateral.

As reported in the Troubled Company Reporter on Nov. 11, 2013,
General Electric Capital Corp., asserts an interest in the cash
collateral.  The Club at Shenandoah, in its motion, stated it
needed additional time to conduct negotiations with GECC on its
business operations, sale of its assets, and the consensual use of
cash collateral.

Now, the Bankruptcy Court approved a stipulation further
continuing from Dec. 3, 2013, to Jan. 14 the final hearing on the
motion for use of cash collateral; and (2) continued consent of
the Debtor's interim use of cash collateral.  Pursuant to the
stipulation, any supplemental brief in support of the cash
collateral motion will be filed by the Debtor no later than
Jan. 2, 2014.

Any supplemental opposition to the cash collateral motion will be
filed by GECC by no later than Jan. 9.

Previously, the Court approved a stipulation continuing the final
hearing until Dec. 3.

           About The Club At Shenandoah Springs Village

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., and Steven Worth, Esq., at
SulmeyerKupetz, in Los Angeles, Calif., represent the Debtor as
counsel.


COMMENSAL SEC: Acquired by Imvescor Unit
----------------------------------------
Imvescor Restaurant Group Inc. announced on Nov. 29, 2013, that a
wholly owned subsidiary has acquired the manufacturing facility,
customer relationships, the trademark "Commensal" as well as all
associated retail products marketed under the Commensal brand.
The Commensal revenues over the last 12 months were approximately
$10.0 million.

The transaction was completed as an asset purchase without
assumption of any of the previous owners pre-closing liabilities.
The transaction was approved by the court monitoring the
insolvency proceedings of Commensal SEC.  The purchase price was
approximately $4.2 million. IRG intends to build up Commensal's
presence in the retail space, particularly in the fresh soup
category, where Commensal occupies 80% of the market in Quebec.

In addition, the facility will allow IRG to over time produce food
items for a number of products currently being produced by third
parties. The plant will equally begin providing IRG's proprietary
food items to all four of its restaurant brands: Bƒton Rouge,
Scores, Mikes and Pizza Delight.

Denis Richard, IRG's CEO said: "We are extremely excited about
this opportunity as it will permit us to vertically integrate our
operations under very attractive conditions. We had this objective
in sight over the long term but the much lower cost of entry
offered by the Commensal opportunity compelled us to accelerate
our strategic objectives.

The ability to gain access to manufacturing margins will
additionally permit us to service our franchisees with a continued
focus on competitive pricing and high quality food items."

Commensal S.E.C. is an Ontario-based vegetarian restaurant
established in 1977. It had eight flexitarian restaurants and a
line of Ready-to-eat(TM) prepared dishes under the Commensal(TM)
brand.


DARLING ACQUISITION: Acquisition Brings Downgrade to Ba2
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Darling International Inc., by doubling in size
thorough acquisition of Vion Ingredients Inc., lost one grade on
its corporate rating from Moody's Investors Service.

According to the report, the corporate rating slipped to Ba2, the
second-highest junk grade.

Irving, Texas-based Darling is paying 1.6 billion euros ($2.2
billion) for Netherlands-based Vion. Moody's said the acquisition
will result in "high leverage" and "execution risks."

Darling provides rendering and recycling services for the food
industry. Its products include livestock feed, soaps and pet
foods.


DIVERSINET CORP: Applies to End Reporting Issuer Status
-------------------------------------------------------
Diversinet Corp., by Duff & Phelps Canada Restructuring Inc., in
its capacity as the Court appointed Liquidator of Diversinet, has
applied to the Ontario Securities Commission as principal
regulator for a decision under the securities legislation of
Ontario, Alberta and British Columbia that Diversinet has ceased
to be a reporting issuer.

Diversinet is presently a reporting issuer for purposes of
Canadian securities laws and, accordingly, is subject to the
continuous disclosure and other requirements imposed by such laws
for the benefit of Diversinet's shareholders and the public.
Effective at the close of business on August 13, 2013, the common
shares of Diversinet were delisted from TSX Venture Exchange.
Pursuant to the plan of liquidation and distribution, Diversinet
commenced winding-up proceedings pursuant to the Business
Corporations Act, R.S.O. 1990, c.B.16, as amended, and the
Liquidator was appointed. On October 18, 2013, the winding-up
order and claims procedure order were issued by the Ontario
Superior Court of Justice approving a voluntary winding-up of
Diversinet. Pursuant to the Liquidation Plan, the Liquidator is to
maintain the listing of the common shares of Diversinet on the
OTCQB until the completion of the Claims Process (as defined in
the Liquidation Plan). The Liquidator anticipates that the claims
process will be completed on or around Dec. 16, 2013.

Upon the completion of the claims process and delisting from the
OTCQB, Diversinet's common shares will no longer be listed or
posted for trading on any stock exchange or marketplace. Further,
all transfers of Diversinet's common shares made on or after the
completion of the claims process will be void unless made with the
explicit sanction of the Liquidator. As a result, Diversinet's
shareholders will no longer have the ability to trade in
Diversinet's common shares following the completion of the claims
process and the delisting from the OTCQB, which is anticipated to
be on or around Dec. 16, 2013.

If its application is granted, Diversinet's shareholders will
still have access to relevant information relating to Diversinet.
In this regard, the Liquidator continues to post information on
the website that it has established in respect of Diversinet's
winding-up proceedings ( http://www.duffandphelps.com/intl/en-
ca/Pages/RestructuringCases.aspx ) and, where considered
advisable, will continue to issue press releases. In accordance
with the Liquidation Plan and the Court Orders issued on Oct. 18,
2013, the Liquidator will continue to report to the shareholders
of Diversinet on the Liquidation Plan at such times and intervals
as the Liquidator may deem appropriate. In addition, the
Liquidator will report to the Court from time to time with respect
to its administration of the winding-up proceedings.

There can be no assurance that the order sought by Diversinet will
be granted by the Canadian securities regulatory authorities or,
if granted, when such order will be so issued.

                         About Diversinet Corp.

Toronto-based Diversinet Corp. (TSX Venture: DIV, OTCQB: DVNTF)
provides healthcare organizations and partners with ultra-secure,
patented mobile technologies and connected health solutions.

Revenues for the second quarter were US$263,000, compared to
US$419,000 in the same year-ago period.  Revenues for the six
months ended June 30, 2013, were US$566,000 compared to US$701,000
in the same period in 2012.

Net loss in the second quarter totaled US$794,000, compared to
US$1.1 million in the same year ago period.  Net loss for the six
months ended June 30, 2013, was US$1.8 million, compared to
US$2.6 million in the first six months of 2012.

The Company's balance sheet at June 30, 2013, showed
US$1.9 million in total assets, US$529,368 in total current
liabilities, and stockholders' equity of US$1.4 million.

Diversinet announced on August 9 that it has entered into an asset
purchase agreement with certain subsidiaries of IMS Health
Incorporated to sell substantially all of the intellectual
property, software, customer contracts and certain other assets of
Diversinet for US$3,500,000.

An amount equal to one-half of the sale proceeds will be deposited
with an independent escrow agent to be available to satisfy
indemnity claims by IMS Health, if any, made prior to the proposed
winding-up.  Certain employees of Diversinet have been offered
employment by IMS Health, subject to closing of the transaction
contemplated by the Agreement.  The closing is subject to
customary conditions precedent at closing, including Diversinet
shareholder approval.

Holders of an aggregate of appropriately 38% of the outstanding
common shares of Diversinet, including shareholders who are
Directors and their respective affiliated companies, have agreed
with IMS Health to vote in favor of the transaction.

Under the Agreement, IMS Health is entitled to a break fee in
certain circumstances, including a US$750,000 payment upon the
acceptance by Diversinet of an unsolicited superior proposal from
a third party.  IMS Health has also been granted other typical
deal protection provisions including a right to match any superior
proposal that is received by Diversinet on an unsolicited basis.

Craig-Hallum Capital Group LLC acted as financial advisor to
Diversinet.

The Company is delisting its common shares from the TSX Venture
Exchange effective Aug. 13, 2013.  Trading of the Company's common
shares will continue for a transitional period prior to the wind
up on the OTCQB under the trading symbol DVNTF.

                          *     *     *

KPMG LLP, in Toronto, Canada, expressed substantial doubt about
Diversinet Corp.'s ability to continue as a going concern,
following its audit of the Company's consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company incurred significant losses from
operations and used significant amounts of cash in operating
activities during 2012 and 2011 that raise substantial doubt about
its ability to continue as a going concern.


DUMA ENERGY: Acquires 100% Equity of Hydrocarb
----------------------------------------------
Duma Energy Corp. closed an agreement to acquire 100 percent of
the equity of Hydrocarb Corporation on Dec. 9, 2013.  As a result,
the Company now owns 100 percent of the equity of Hydrocarb
Corporation and it is now the Company's wholly-owned subsidiary.

Hydrocarb Corporation is an energy exploration and production
company targeting major under-explored oil and gas projects in
emerging, highly prospective regions of the world.  Hydrocarb owns
the following subsidiaries:

   -- Hydrocarb Namibia Energy (Proprietary) Limited, a Namibia
      Company, 100 percent owned.

   -- Otaiba Hydrocarb LLC, a UAE Limited Liability Company, 95
      percent owned.

   -- Hydrocarb Texas Corporation, a Texas Corporation, 100
      percent owned.

Hydrocarb's former shareholders exchanged stock with the Company
pro rata to their Hydrocarb holdings.  Hydrocarb Corporation's
former principal shareholders (some of whom remain Hydrocarb's
executive officers as well) who are related parties to the Company
are: Kent P. Watts who is also the Company's Chairman of the
Board; Pasquale V. Scaturo who is also the Company's CEO; Charles
F. Dommer who is also the Company's president and COO; Tyler W.
Moore who is also the Company's CFO; and two children of Kent P.
Watts.  There were nine other former shareholders of Hydrocarb in
the exchange.

The Company acquired 100 percent of the shares of common stock and
preferred stock of Hydrocarb in exchange for an aggregate of
25,190,000 shares of the Company's common stock and 8,188 shares
of the Company's Series A 7 Percent Convertible Voting Preferred
Stock.

In connection with the closing of the Agreement, the Company
issued 22,410,000 shares of common stock to its rights holders.
These rights were previously issued in an unrelated transaction in
August 2012.  The principal rights holders who are related parties
to the Company are: KD Navigation, Inc., KW Navigation, Inc., and
CW Navigation, Inc., which are owned by the niece and nephews of
Kent P. Watts.  There was one other rights holder who is the
brother of Kent P. Watts.

In connection with the closing of the Agreement, on Dec. 9, 2013,
the Company issued an aggregate of 25,190,000 shares of its common
stock of and 8,188 shares of its Preferred Stock to 15 persons in
exchange for their shares of Hydrocarb Corporation.

A copy of the Form 8-K, as filed with the U.S. Securities and
Exchange Commission, is available for free at http://is.gd/2syKRm

                         About Duma Energy

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

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


DUMA ENERGY: Hydrocarb CEO Holds 14.9% Equity Stake
---------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Kent Watts disclosed that as of Dec. 9, 2013, he
beneficially owned 9,621,905 shares of common stock of Duma Energy
Corp. representing 14.95 percent of the shares outstanding.
Mr. Watts is the Chairman and chief executive officer of Hydrocarb
Corporation, which is 100 percent owned by Duma Energy.  In
addition, Mr. Watts is a director of, and the Chairman of the
board of, Duma Energy.  A copy of the regulatory filing is
available for free at http://is.gd/UofykV

                         About Duma Energy

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

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


EAST COAST BROKERS: Ch.11 Trustee Authorized to Sell Red Rose Inn
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Gerard A. McHale, Jr., Chapter 11 trustee for East
Coast Brokers & Packers, Inc., et al., to sell real property asset
including C-4 (Red Rose Inn).

The Chapter 11 trustee apprised the Court that he had received a
contract for purchase and sale of the property commonly referred
to as Red Rose Inn.  The Court found no objection to the proposed
sale.

Pursuant to the order, the Court authorized the trustee to conduct
public auctions of the Debtors' real and personal property,
including the Red Rose Inn.

The trustee has received an offer to purchase the real property
titled in the name of Oakwood Place, Inc., located at 2011 N.
Wheeler St., Plant City, Florida from Louis Spiro, or permitted
assigns, as the prevailing bidder and the buyer has agreed to the
purchase price of $1,500,000.

The real property will be sold "as is", "where is", with all
faults.

                    About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, serve as counsel to the Debtors.  Steven M.
Berman, Esq., and Hugo S. deBeaubien, Esq., at Shumaker, Loop, &
Kendrick, LLP, in Tampa, are the Debtors' special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EXCEL MARITIME: Confirmation Hearing Set for Jan. 27
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Excel Maritime Carriers Ltd., the operator of 38 dry-
bulk vessels, scheduled a Jan. 27 confirmation hearing for
approval of the reorganization plan supported by the official
committee of unsecured creditors and holders of 83 percent of the
senior secured notes.

According to the report, on Dec. 10, the bankruptcy court in White
Plains, New York, approved disclosure materials allowing creditors
to submit votes by Jan. 16. The company will publish a voting
tally by Jan. 17, in advance of the plan-approval hearing 10 days
later.

The version of the plan submitted last month replaced a
reorganization proposal worked out before the Chapter 11 filing in
July.

For $765 million in claims, senior lenders will receive a new $300
million five-year secured term loan and 83.3 percent of the new
stock. The disclosure statement pegs the midpoint enterprise value
of the reorganized company at $630 million, or less than senior
secured debt.

From the negotiations, unsecured creditors with claims totaling
$163.4 million are to receive 8 percent of the new stock along
with the right to purchase 2.9 percent more for $10 million, at
prices ranging from $16.25 to $17.25 a share.

Assuming unsecured creditors vote for the plan, senior lenders
will waive their unsecured deficiency claim of almost $180
million. Consequently, the predicted recovery for other unsecured
creditors is 15.9 percent. Unsecured claims are composed largely
of $150 million in convertible notes.

Gabriel Panayotides, the company's controlling shareholder, will
continue to run the company. He, family members and related
companies are to receive 7.1 percent to 10.1 percent of the new
stock in return for an investment of $5 million to $15 million.
In addition, Panayotides will allow the company to use $20 million
held in escrow.

The original plan for the Athens-based company would have given
ownership to secured lenders, although the lenders agreed to allow
Panayotides to maintain control at least initially and buy back
the company later.

                       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.


EXTREME REACH: S&P Assigns Preliminary 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Needham, Mass.-based media services
company Extreme Reach Inc.  The outlook is stable.

At the same time, S&P assigned the proposed $30 million senior
secured revolving credit facility due 2019 a preliminary 'BB-'
issue-level rating, with a recovery rating of '1', indicating
S&P's expectation for very high (90% to 100%) recovery of
principal for debtholders in the event of a default.

In addition, S&P assigned the proposed $350 million senior secured
term loan due 2020 a preliminary issue-level rating of 'B+', with
a recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery of principal in a default.

Lastly, S&P assigned the proposed $115 million second-lien term
loan due 2021 a preliminary 'CCC+' issue-level rating, with a
recovery rating of '6', indicating S&P's expectation for
negligible (0% to 10%) recovery of principal in a default.

The company will use proceeds from the proposed transaction to
fund its acquisition of Digital Generation Inc.'s TV assets.  S&P
expects the acquisition to close in the first quarter of 2014.
Pro forma for the acquisition, Extreme Reach will be the largest
provider of short-form content delivery to TV stations in the U.S.
However, the acquisition entails substantial business integration
risk, in S&P's view.  Digital Generation's TV segment is
significantly larger than Extreme Reach.  Extreme Reach will need
to plan and execute very carefully to integrate such a large asset
and minimize disruptions that can cause client loss.

The 'B' corporate credit rating incorporates S&P's assumption of
low-single-digit percent revenue growth, continual pricing
pressure on high-definition (HD) and standard-definition (SD)
deliveries, steady cannibalization of TV advertising budget by
online advertising, and high debt leverage.


FIRST PHYSICIANS: D. Hirschhorn Quits as CEO, All Other Positions
-----------------------------------------------------------------
David Hirschhorn resigned (i) as chief executive officer, Chairman
of the Board of Directors and as a member of the Board of First
Physicians Capital Group, Inc., and (ii) from any and all other
positions and in all other capacities in which he served as an
officer or director of the Company or any of the Company's
subsidiaries.  Mr. Hirschhorn had no disagreements with the
Company on any matter related to the Company's operations,
policies or practices.

On Nov. 21, 2013, the Board appointed Sean J. Kirrane to the
position of chief executive officer of the Company, to serve until
his successor is duly appointed and qualified or until his earlier
resignation or removal.  Mr. Kirrane has no family relationship
with any officer or director of the Company or any of its
subsidiaries.

Mr. Kirrane, 36, brings over 10 years of experience in senior
finance and accounting roles for large publicly-traded companies,
including large financial services and insurance firms.  Since
2010, Mr. Kirrane, has served as the Company's vice president of
Finance, controller and principal accounting officer.  From 2007
to 2010, Mr. Kirrane served as assistant vice president, Head of
Global Treasury for Endurance Specialty Holdings, Ltd., a property
and casualty insurer, where he designed, implemented, staffed and
managed that company's global treasury functions.  From 2004 to
2007, Mr. Kirrane served in various finance and investment roles
at New York Mortgage Trust, Inc., where he was responsible for
treasury, budgeting & forecasting, debt management and covenant
compliance activities.  He assisted New York Mortgage through a
successful IPO in June 2004 and was subsequently appointed as its
vice president and treasurer in 2005.  From 2000 to 2004, Mr.
Kirrane held various positions in the accounting and treasury
departments of Hudson United Bancorp, including assistant vice
president, investment officer and treasury cash manager.  In his
positions at Hudson United, he was responsible for managing
treasury operations and the derivatives and traded fixed income
portfolio.  Mr. Kirrane received a B.S. in Finance in 2000 from
St. Joseph's University.

Prior to his appointment as chief executive officer, Mr. Kirrane
entered into a Consulting Agreement, dated as of June 30, 2013,
with First Physicians Business Solutions, LLC, a wholly-owned
subsidiary of the Company.  Pursuant to the Consulting Agreement,
Mr. Kirrane serves as the Company's chief financial officer for a
period of 12 months from the effective date thereof, or the
expiration of that 12-month term in accordance with the terms of
the Consulting Agreement.  In return for past services rendered to
the Company prior to June 30, 2013, and upon the occurrence of
certain events specified in the Consulting Agreement, Mr. Kirrane
may also receive two earned bonus payments in the amount of
$177,500 per payment.  As of Dec. 9, 2013, Mr. Kirrane has not
become entitled to any of these payments.  Mr. Kirrane's base
salary under the Consulting Agreement is $20,000 per month.  Upon
meeting certain performance milestones, Mr. Kirrane may also
receive bonuses totaling up to $475,000.  As of Dec. 9, 2013, Mr.
Kirrane has not become entitled to any of these payments.

Amendments to Bylaws

Effective Nov. 21, 2013, the Board amended and restated the
Company's Bylaws to (i) decrease the number of directors
constituting the Board from five to three and (ii) decrease the
number of directors constituting a quorum from three to two.  A
copy of the Amended Bylaws is available at http://is.gd/t8Jezb

                      About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.

The Company's balance sheet at Dec. 31, 2010, showed $24.6 million
in total assets, $28.9 million in total liabilities, $191,000 in
non-redeemable preferred stock, $12.2 million in redeemable
preferred stock, and a stockholders' deficit of $16.7 million.

As reported in the Troubled Company Reporter on Feb. 21, 2011,
Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about First Physicians Capital Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has experienced recurring losses from operations.


FISKER AUTOMOTIVE: Judge Raises Concerns on Race Through Ch. 11
---------------------------------------------------------------
Tom Hals, writing for Reuters, reported that Fisker Automotive
Holdings Inc. might not be making its plug-in Karma sports cars
anymore, but it still knows speed. The company's lawyers convinced
a bankruptcy judge on Tuesday that its Chapter 11 should proceed
at an unusually rapid pace.

According to the report, U.S. Bankruptcy Judge Kevin Gross in
Wilmington began a hearing on Dec. 10 by suggesting the company
should slow down its plan to sell its assets to Hong Kong tycoon
Richard Li and give creditors four more weeks to get a handle on
the situation.

"I'm not sure why another few weeks relatively speaking would harm
this process," said Judge Gross, the report related. "It would
allow time for the creditors' committee to continue and complete
its investigations."

Fisker filed for bankruptcy on Nov. 22 and a creditors' committee
was formed only on Dec. 5, the report said.  The company has not
produced a car in almost 18 months and the judge said there was no
business that needed to be rescued through the breathing space of
bankruptcy.

"This is not the case of a melting iceberg or a burning omelet or
anything of that nature," he said, the report further related.

                    About Fisker Automotive

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

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp
Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones,
Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-
counsel; Beilinson Advisory Group as restructuring advisors; and
Rust Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

The Debtors disclosed that they have entered into an asset
purchase agreement with Hybrid for the sale of substantially all
of its assets.  Hybrid is represented by Tobias Keller, Esq., and
Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San
Francisco, California.


FISKER AUTOMOTIVE: Plan Heading for Jan. 3 Confirmation Hearing
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fisker Automotive Inc remains on schedule to have an
approved Chapter 11 plan by Jan. 3.

According to the report, at a hearing on Dec. 10 in U.S.
Bankruptcy Court in Delaware, the bankruptcy judge provisionally
approved disclosure materials so creditors can vote on the plan.
Provisional approval means anyone can contend before the plan-
approval hearing on Jan. 3 that the disclosure statement was
substandard.

Creditors will finish voting by Dec. 30.

The Chapter 11 petition was filed immediately after Hybrid Tech
Holdings LLC bought the $168.5 million secured loan made by the
U.S. Department of Energy.

Hybrid Tech is offering to buy the assets in exchange for $75
million of the government loan. It will also supply $725,000 in
cash for distribution to creditors under the liquidating Chapter
11 plan.  In addition, the buyer will waive the $8 million loan to
finance bankruptcy.

The plan provides that unsecured creditors with about $320 million
in claims will recover 1 percent from the cash supplied by Hybrid
Tech, although only if the class votes for the plan.  Similarly,
Hybrid Tech will waive its unsecured deficiency claim only if the
class votes "yes."  The disclosure statement doesn't venture a
guess about the percentage recovery by Hybrid Tech.

                    About Fisker Automotive

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

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp
Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones,
Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-
counsel; Beilinson Advisory Group as restructuring advisors; and
Rust Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

The Debtors disclosed that they have entered into an asset
purchase agreement with Hybrid for the sale of substantially all
of its assets.  Hybrid is represented by Tobias Keller, Esq., and
Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San
Francisco, California.


FRIENDFINDER NETWORKS: Plan's Bar to Investor Suits Opposed by SEC
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FriendFinder Networks Inc., the operator of adult
social-networking websites, is impermissibly bestowing absolution
for violations of securities laws through the proposed
reorganization plan, according to court papers filed this week by
the Securities and Exchange Commission.

According to the report, FriendFinder's plan is up for approval at
a Dec. 16 hearing. Worked out before bankruptcy in September with
80 percent of first- and second-lien lenders, the plan will give
accrued interest plus an equal amount in new 14 percent first-
lien notes to holders of $234.3 million in 14 percent first-lien
notes.

Holders of $330.8 million in two issues of second-lien notes are
to receive all the new equity.

The SEC says the plan is being used as a backdoor method for
knocking out a shareholders' securities-fraud suit filed in
federal district court in Florida in connection with an offering
in 2011. The plan would bar shareholders from suing, although they
receive nothing in the plan.

The SEC contends that non-bankrupt third parties benefiting from
involuntary releases by shareholders are coming out better than if
they themselves were in bankruptcy. The SEC points to Section
523(a)(9) of the Bankruptcy Code that doesn't allow discharge of
debt for violation of securities laws.

The SEC said it doesn't agree the bankruptcy court has
jurisdiction to terminate the shareholders' suit in district
court.

The plan would pay unsecured creditors in full.

The first-lien notes last traded on Nov. 15 for 109 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                    About FriendFinder Networks

FriendFinder Networks and affiliates, including lead debtor PMGI
Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead
Case No. 13-12404) on Sept. 17, 2013, estimating assets of
$465.3 million and debt totaling $662 million.

The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L.
Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP,
in New York, as lead bankruptcy counsel; and Dennis A. Meloro,
Esq., in Wilmington, Delaware, as local Delaware counsel.  Akerman
Senterfitt serves as the Debtors' special and conflicts counsel.
The Debtors' financial advisor is SSG Capital Advisors LLC.  BMC
Group, Inc., is the Debtors' claims and noticing agent.

On Sept. 21, 2013, the Debtors filed a plan of reorganization
containing details on a reorganization worked out with about 80
percent of first and second-lien lenders before the Sept. 17
Chapter 11 filing.  Under the Plan, holders of the $234.3 million
in 14 percent first-lien notes will receive accrued interest plus
an equal amount in new 14 percent first-lien notes to mature in
five years.  Excess cash will be used in part to pay down
principal on the notes before maturity.  Holders of $330.8 million
in two issues of second-lien notes are to receive all the new
equity.

U.S. Bankruptcy Judge Christopher Sontchi approved the company's
disclosure statement, a description of the reorganization plan, at
a hearing on Nov. 5 in Wilmington, Delaware.

FriendFinder will seek court approval of its reorganization plan
to exit bankruptcy at a hearing scheduled for Dec. 16.  Objections
to the plan have to be filed by Dec. 9.


FRIENDFINDER NETWORKS: Common Stock Securities Delisted by NASDAQ
-----------------------------------------------------------------
On Nov. 27, 2013, NASDAQ Stock Market LLC filed with the U.S.
Securities and Exchange Commission a Form 25 Notification of
Removal From Listing and/or Registration Under Section 12(b) of
the Securities Exchange Act of 1934 of the Common Stock of
FriendFinder Networks Inc.

A copy of the SEC Form 25 is available at http://is.gd/rHDofm

                    About FriendFinder Networks

FriendFinder Networks and affiliates, including lead debtor PMGI
Holdings Inc., sought bankruptcy protection (Bankr. D. Del. Lead
Case No. 13-12404) on Sept. 17, 2013, estimating assets of
$465.3 million and debt totaling $662 million.

The Debtors are represented by Nancy A. Mitchell. Esq., Matthew L.
Hinker, Esq., and Paul T. Martin, Esq., at Greenberg Traurig, LLP,
in New York, as lead bankruptcy counsel; and Dennis A. Meloro,
Esq., in Wilmington, Delaware, as local Delaware counsel.  Akerman
Senterfitt serves as the Debtors' special and conflicts counsel.
The Debtors' financial advisor is SSG Capital Advisors LLC.  BMC
Group, Inc., is the Debtors' claims and noticing agent.

On Sept. 21, 2013, the Debtors filed a plan of reorganization
containing details on a reorganization worked out with about 80
percent of first and second-lien lenders before the Sept. 17
Chapter 11 filing.  Under the Plan, holders of the $234.3 million
in 14 percent first-lien notes will receive accrued interest plus
an equal amount in new 14 percent first-lien notes to mature in
five years.  Excess cash will be used in part to pay down
principal on the notes before maturity.  Holders of $330.8 million
in two issues of second-lien notes are to receive all the new
equity.

U.S. Bankruptcy Judge Christopher Sontchi approved the company's
disclosure statement, a description of the reorganization plan, at
a hearing on Nov. 5 in Wilmington, Delaware.

FriendFinder will seek court approval of its reorganization plan
to exit bankruptcy at a hearing scheduled for Dec. 16.


FURNITURE BRANDS: Debtor Taps Graham to Lead Liquidation
--------------------------------------------------------
Richard Craver at the Winston-Salem Journal reports that FBI Wind
Down Inc., the corporate entity that represents what's left of
Furniture Brands International Inc. said it has appointed
Meredith Graham to be in charge of liquidating remaining company
assets.

Ms. Graham has served as Furniture Brands' chief administrative
officer and general counsel since May, the report relates.

Winston-Salem Journal says Ms. Graham will be paid $286,000 a
year. She also is eligible to receive a one-time bonus equal to a
percentage of her base compensation if the debtors confirm a
Chapter 11 plan with the U.S. Bankruptcy Court, the report relays.

According to the report, KPS Capital Partners was confirmed
Nov. 22 as the top bidder for Furniture Brands' assets at
$280 million. On Nov. 28, KPS announced a new name for the assets
-- Heritage Home Group LLC -- and that Furniture Brands' top
executive, Ralph Scozzafava, has resigned, Winston-Salem Journal
discloses.

Winston-Salem Journal says Ira Glazer, 61, a veteran corporate
turnaround expert, has been named president and chief executive.

Heritage Home will operate as an independent company, the report
adds.

                      About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

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

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

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

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


GENERAL MOTORS: Names Product Chief Mary Barra as Next CEO
----------------------------------------------------------
Jeff Bennett and Sara Murray, writing for The Wall Street Journal,
reported that General Motors Co. tapped product chief Mary Barra
as its next chief executive, smashing a century-old gender barrier
while choosing a longtime insider who grew up steeped in Detroit's
car culture.

According to the report, Ms. Barra will succeed Dan Akerson as CEO
next month and become the first woman to run a major global auto
maker. The 51-year-old joined GM 33 years ago as a college intern,
eventually becoming an engineering manager before running one of
its big U.S. assembly plants. She got global experience managing
human resources and, more recently, the company's world-wide
product development group.

She will become the 22nd woman currently running a Fortune 500
company, joining an exclusive club that includes Lockheed Martin
Corp. Chief Executive Marillyn Hewson, IBM chief Virginia Rometty
and Hewlett-Packard Co. chief Meg Whitman, who hold the top slots
at formerly male-dominated firms, the report related.

With Ms. Barra's appointment, GM becomes the largest company by
revenue run by a female CEO, the report said.  The world's second-
largest auto maker by sales reported $152 billion in revenue last
year.

Overall, just 4.2% of Fortune 500 chief executives are female this
year, the report noted.

                     About Motors Liquidation

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

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

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

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GENERAL MOTORS: To End Manufacturing in Australia
-------------------------------------------------
Rob Taylor and Jeff Bennett, writing for The Wall Street Journal,
reported that General Motors Co., ending months of speculation,
said on Dec. 10 it would cease all production in Australia,
reflecting an accelerating shift by auto makers to leave what has
become a high-cost country for foreign manufacturers.

According to the report, The U.S. auto maker said it would take a
US$400 million to US$600 million charge to earnings in its fourth
quarter to discontinue vehicle and engine manufacturing in
Australia. The decision will result in more than 2,900 job losses.

The decision is the latest in a series of moves by departing Chief
Executive Dan Akerson to clean up trouble spots in GM's operations
before he steps down in January and hands the CEO job to product-
development chief Mary Barra, the report related.

In recent weeks, he also disclosed Chevrolet will no longer be
actively sold in Europe; GM's stake in Ally Financial Inc. will be
sold; production in South Korea will be cut back and the U.S.
Treasury has ended its role in the auto maker, the report said.

"The decision to end manufacturing in Australia reflects the
perfect storm of negative influences the automotive industry faces
in the country, including the sustained strength of the Australian
dollar, high cost of production, small domestic market and
arguably the most competitive and fragmented auto market in the
world," Mr. Akerson said in a written statement, the report cited.

                     About Motors Liquidation

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

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

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

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GENERAL MOTORS: 'New' GM Doesn't Owe $450MM Retiree Payment
-----------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that a federal judge said General Motors Co. isn't responsible for
a $450 million payment promised by the "old" GM for its legacy
retirees" medical benefits.

According to the report, the United Auto Workers had sued the
"new" GM in 2010, contending that the reorganized auto maker was
obligated under an earlier deal to make the $450 million payment
to cover medical benefits for retirees of its former parts
subsidiary, Delphi Corp.

Judge Avern Cohn of the U.S. District Court in Detroit said on
Dec. 10 that a 2009 settlement pact between the UAW and GM on
retiree benefits superseded all prior agreements, the report
related.

"New GM assumed only what was in that agreement; the $450 million
payment was not among those obligations," Judge Cohn wrote in a
34-page opinion, the report cited.  "Whether New GM has a moral
obligation regarding the payment is another matter and not
relevant in the face of clear contractual language."

UAW President Bob King said in an emailed statement that the union
was evaluating the decision and considering whether to appeal, the
report further related.

                     About Motors Liquidation

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

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

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

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GENIUS BRANDS: A Squared's Andy Heyward Touts Merged Company
------------------------------------------------------------
Genius Brands International, Inc., distributed a letter to its
shareholders on Dec. 9, 2013.  "I wanted to take this opportunity
to introduce myself and tell you about the new Genius Brands
International, a result of the recently merged Genius Brands
International and A Squared Entertainment, a privately held
company I started in 2009 with my wife and partner, Amy Moynihan
Heyward.  Combining the assets of both companies, the two
companies have been consolidated under the name Genius Brands
International, creating a unique multimedia content creation, and
distribution company with a focus on branded "content with a
purpose" for toddlers to tweens," Andy Heyward Chairman and CEO
said.  A copy of the Letter is available for free at:
http://is.gd/Zz9dIX

                        About Genius Brands

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

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


GLOBAL AVIATION: Has $51-Mil. Loan From Intended Buyer Cerberus
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Aviation Holdings Inc., the largest air-
charter service for the U.S. military, won final approval of a $51
million loan from Cerberus Business Finance LLC, as agent for
first-lien lenders and intended buyer of the business.

According to the report, Global filed for Chapter 11 protection on
Nov. 12 after emerging from a prior bankruptcy reorganization in
February.  The bankruptcy court in Delaware granted final approval
of the Cerberus loan on Dec. 9.

There will be a hearing on Dec. 20 for approval of auction and
sale procedures.  Global wants competing bids by Feb. 14.

                  About Global Aviation Holdings

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

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

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

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

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

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

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


GMX RESOURCES: Plan Confirmation Hearing Set for Jan. 21
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma on
Dec. 4, 2013, approved the First Amended Disclosure Statement for
the Joint Plan of Reorganization of GMX Resources, Inc., and Its
Debtor Subsidiaries.  The Court found that the Disclosure
Statement contains adequate information within the meaning of
Bankruptcy Code Sec. 1125.

The Court has set Jan. 21, 2014 at 1:30 p.m. central time, as the
date and time for hearing on confirmation of the Plan and to
consider any objections to the Plan.  The confirmation hearing
will be held in the Ninth Floor Courtroom, Old Post Office
Building, 215 Dean A. McGee Avenue, Oklahoma City, Oklahoma.  The
hearing may be adjourned from time to time without further notice
other than an announcement of the adjourned date(s) at the
hearing, and thereafter, at any adjourned hearing(s). In addition,
the Plan may be modified without further notice prior to or as a
result of the confirmation hearing, and thereafter, as otherwise
provided in the Bankruptcy Code.

Any objection to confirmation of the Plan must be (A) filed with
the Clerk of the Bankruptcy Court, (B) served by first class mail,
postage prepaid to the Master Service List established in these
cases, and (C) served by overnight delivery or e-mail to the
following parties so as to be received on or before Jan. 10, 2014
at 4:00 p.m. central time:

     (a) Counsel to the Debtors:

         David Zdunkewicz, Esq.
         Timothy A. Davidson II, Esq.
         ANDREWS KURTH LLP
         600 Travis, Suite 4200
         Houston, TX 77002
         E-mail: DZdunkewicz@andrewskurth.com
                 TadDavidson@andrewskurth.com

     (b) Counsel to Backstop Lenders under DIP Financing
         and Steering Committee of Holders of Senior Secured
         Notes:

         Brian Hermann, Esq.
         Sarah Harnett, Esq.
         PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
         1285 Avenue of the Americas
         New York, NY 10019-6064
         E-mail: bhermann@paulweiss.com
                 sharnett@paulweiss.com

     (c) Counsel to the Unsecured CreditorsCommittee:

         Jason Brookner, Esq.
         LOOPER REED & MCGRAW P.C.
         1601 Elm Street, Suite 4600
         Dallas, TX 75201
         E-mail: jbrookner@lrmlaw.com

     (d) The Office of the United States Trustee:

         United States Trustee
         Western District of Oklahoma
         Attn: Charles Snyder
         2145 Dean A. McGee Avenue, Suite 408
         Oklahoma City, OK 73102
         E-mail: Charles.Snyder@usdoj.gov

The Bankruptcy Court fixed Jan. 13, 2014, at 5:00 p.m. eastern
time, as the deadline for the receipt of Ballots evidencing the
votes accepting or rejecting the Plan.

Special Local Counsel, Conflicts Counsel and Litigation Counsel
for the Debtors are:

     William H. Hoch, Esq.
     Christopher M. Staine, Esq.
     CROWE & DUNLEVY, P.C.
     20 N. Broadway, Suite 1800
     Oklahoma City, OK 73102
     Tel: (405) 235-7700
     Fax: (405) 239-6651
     E-mail: will.hoch@crowedunlevy.com
             christopher.staine@crowedunlevy.com

The debtors-affiliates are Diamond Blue Drilling Co. and Endeavor
Pipeline, Inc.

                             GMX Plan

The revised Chapter 11 plan is based on a settlement between
senior secured noteholders and unsecured creditors.  Senior
secured noteholders are to assume ownership of the Debtors in
exchange for $336.3 million of the $402.4 million they're owed, a
recovery of about 83 percent. The plan reduces debt by $505
million.  The senior noteholders will waive their $64 million
deficiency claim if unsecured creditors vote in favor of the plan.

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

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

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

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

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

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

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

                        About GMX Resources

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

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

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

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

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

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


GORDIAN MEDICAL: Court Allows Creditors to File Suit v. Owners
--------------------------------------------------------------
Tom Corrigan, writing for DBR Small Cap, reported that creditors
of American Medical Technologies Inc. won court approval to pursue
lawsuits against the California medical supplier.

According to the report, the approval from the U.S. Bankruptcy
Court in Santa Ana, Calif., will allow the committee representing
unsecured creditors in the case to investigate and attempt to
recover payments made to the company's owners, other companies
controlled by the owners and to the company's law firm prior to
AMT's bankruptcy filing.

                     About Gordian Medical

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

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

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

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

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


GRAND CENTREVILLE: Wants Until Feb. 13 to File Chapter 11 Plan
--------------------------------------------------------------
Grand Centreville, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to enter a bridge order extending its
exclusive periods to file a Chapter 11 Plan until Feb. 13, 2014,
and solicit acceptances for that Plan until April 14.

The Debtor filed its request for an extension before the
exclusive periods was set to expire on Dec. 1, 2013.

The Debtor, through Black Creek Consulting, Ltd., a receiver
appointed by the Court, is continuing in possession of its
properties and is operating and managing its business, as a
Debtor-in-Possession.

                       About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represents the Debtor as counsel.
In its schedules, the Debtor disclosed $40,550,045.74 in assets
and $26,247,602.00 in liabilities as of the petition date.


GRAND CENTREVILLE: Jan. 15 Hearing on Case Dismissal Bid
--------------------------------------------------------
The Bankruptcy Court will convene a hearing Jan. 15, 2014, at 9:30
a.m., to consider lender Wells Fargo Bank, N.A.'s motion for
dismissal of the Chapter 11 case of Grand Centreville, LLC.

Wells Fargo serves as trustee for the registered holders of JP
Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-CIBC13.

As reported in the Troubled Company Reporter on Nov. 28, 2013,
James Y. Sohn, the holder of at least 40% ownership interest in
Grand Centreville, LLC; Raymond A. Yancey, the Chapter 11 trustee
for the bankruptcy estate of Min S. Kang and Man S. Kang; and
Debtor Grand Centreville LLC opposed Wells Fargo's dismissal bid.

Sohn said Wells Fargo would suffer no harm if the Debtor were to
remain in bankruptcy until resolution of the adversary proceeding
filed by Wells Fargo and the Committee of Unsecured Creditors of
the estate of Min Sik Kang and Man Suk Kang (Bankr. E.D. Va. Case
No. 10-18839).  The adversary proceeding seeks, among others, to
avoid the transaction in which Sohn acquired his ownership
interest in the Debtor (Adv. Proc. No. 12-01496).

The Chapter 11 trustee for the Kang Estate, said the motion to
dismiss lacked merit and must be denied.  The trustee believed
that the Debtor's Chapter 11 proceeding is necessary to protect
the interest of the Kang Estate in Grand Centreville, LLC.
According to the Trustee, Grand Centreville, the "crown jewel" of
the Kang Estate, has never defaulted on its loan obligations, and
its Shopping Center is nearly fully leased.

In its opposition to the dismissal motion, the Debtor said the
bankruptcy case was not filed in bad faith.  To the contrary,
according to the Debtor, it was filed to prevent an unjustified
and unnecessary impairment to value that could have been caused by
the Lender's actions.  "Indeed, Grand Centreville has never
defaulted on its payment obligations, and its shopping center is
nearly fully leased.  Grand Centreville's bankruptcy was the
result of the aggressive actions of the Lender, who remarkably has
suffered no loss and is not at any risk of loss. Rather, the
Lender made a strategic grab for a windfall, and declined even to
discuss a simple standstill agreement that could have avoided the
need for a bankruptcy filing.  And now the Lender comes before
this Court asserting that the case was filed in bad faith?"

A copy of Sohn's opposition to the Dismissal Motion is available
at http://bankrupt.com/misc/grandcentreville.sohn.doc75.pdf

A copy of Kang's opposition to the Dismissal Motion is available
at http://bankrupt.com/misc/grandcentreville.kang.doc76.pdf

A copy of the Debtor's opposition to the Dismissal Motion is
available at http://bankrupt.com/misc/grandcentreville.doc77.pdf

As reported in the TCR on Nov. 6, 2013, Wells Fargo said the
Debtor's bankruptcy proceeding should be dismissed for cause,
pursuant to 11 U.S.C. Sec. 1112(b) for several reasons:

     -- the Receiver (for both the Debtor and its sole managing
        member, Grand Formation, LLC) did not have authority to
        initiate the Bankruptcy Proceeding;

     -- Even if the Receiver did have such authority, the
        bankruptcy is both objectively futile and subjectively
        filed in bad faith for the reasons:

        (1) the Debtor is a financially healthy entity that has
            no need to reorganize;

        (2) the Debtor's only asset is the Shopping Center and
            its associated property, which is the Secured
            Creditor's Collateral;

        (3) the Debtor has few unsecured creditors, whose
            claims are small in comparison to those of the
            Secured Creditor, the only secured creditor in
            the case;

        (4) the Shopping Center and its associated property
            are subject to a foreclosure action as a result
            of the Debtor's default on the Loan;

        (5) the Debtor's financial condition is, in essence,
            a two-party dispute between the Debtor and the
            Secured Creditor which can be resolved in state
            court proceedings;

        (6) the timing of the Debtor's Bankruptcy Proceeding
            indicates the Debtor's intent to delay or frustrate
            the Secured Creditor's enforcement of its rights
            under the Loan Documents; and

        (7) the Debtor intended to use the automatic stay
            provided by the Bankruptcy Code to prevent the
            Secured Creditor from enforcing its rights under
            the Loan Documents and as a litigation tactic
            against Secured Creditor.

Each of the factors warranting dismissal of the Debtor's
Bankruptcy Proceeding, Wells Fargo contends, are well-established
by the Fourth Circuit Court of Appeals and courts applying the
Fourth Circuit's standard for dismissal.  The improperly filed
Bankruptcy Proceeding is dissipating the Debtor's assets, harming
the interests of the Debtor and its creditors.

Wells Fargo said the Receiver's lack of authority to file for
bankruptcy relief is, in and of itself, an independent basis for
dismissal of the Bankruptcy Proceeding.  Even if the Court were to
find the Receiver was authorized to file bankruptcy on behalf of
Grand Centreville, LLC, under the circumstances of this case, the
Secured Creditor said the filing is further evidence of bad faith.

Indeed, when looking at the totality of the circumstances, Secured
Creditor submits Debtor's Bankruptcy Proceeding was filed in bad
faith.  The facts show that Debtor has no need to reorganize given
its solvency, financial health, and minimal debt.  Rather than
being filed in order to reorganize Debtor's financial affairs, the
Bankruptcy Proceeding was initiated in an effort to re-
characterize a two-party dispute, and use the Bankruptcy Code and
the automatic stay to limit Secured Creditor's enforcement rights
and remedies under the Loan Documents.  As a result, the
Bankruptcy Proceeding is objectively futile because it simply
cannot be said that the proceeding has some relation to the
statutory objective of resuscitating a financially troubled
debtor.

Furthermore, the Bankruptcy Proceeding was filed with subjective
bad faith because the Debtor did not intend to use Chapter 11 with
the honest intent of effectuating a reorganization; rather, it
intended to use Chapter 11 for an improper purpose such as seeking
to cause hardship or to delay Wells Fargo through the use of the
automatic stay. Accordingly, the bankruptcy should be dismissed.

As long as the Bankruptcy Proceeding continues, the improperly
filed Bankruptcy Proceeding is harming the interests of the Debtor
and its creditors because the Debtor is incurring substantial
unnecessary fees on account of the Bankruptcy Proceeding,
dissipating the assets.

                       About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represents the Debtor as counsel.
In its schedules, the Debtor disclosed $40,550,045.74 in assets
and $26,247,602.00 in liabilities as of the petition date.


GULFSTREAM INT'L: Officers Pay $1.9-Mil. From Insurance to Settle
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that former officers and directors of Gulfstream
International Group Inc. will have their insurance carrier pay
$1.9 million to settle seven lawsuits brought on behalf of the
bankrupt airline's creditors.

According to the report, the regional airline sold the business in
early 2011 to an affiliate of Chicago-based Victory Park Capital
Advisors LLC. In August 2011, Gulfstream won bankruptcy court
approval of a Chapter 11 plan that created a trust for filing
suits.

Late last week, the trust announced a settlement with former
officers and directors who will "use their best efforts" to cause
the insurance company to pay the $1.9 million settlement. If the
payment isn't made, the settlement will be unwound.

Victory Park bought Gulfstream in return for financing it provided
the Chapter 11 case. In addition, Victory Park paid Raytheon
Aircraft Credit Co. $18.7 million to buy the 21 Beechcraft 1900 D
aircraft that Gulfstream operated.

                  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.


HOUSTON REGIONAL: Comcast Blasts Astros Owner's Suit
----------------------------------------------------
Law360 reported that Comcast Corp. told a Texas bankruptcy judge
on Dec. 9 that a fraud suit filed by the owner of the Houston
Astros is threatening efforts to revive a co-owned regional sports
network and that the team should be forced to present a viable
plan for salvaging the network.

According to the report, Astros owner Jim Crane's suit accused
billionaire Drayton McLane Jr. and Comcast of conspiring to
inflate the value of the ball club and its stake in Houston
Regional Sports Network LP.

               About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.


HOSPITALITY STAFFING: AIG Objects to Sale of Company to Lenders
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hospitality Staffing Solutions Group LLC, the largest
U.S. provider of housekeeping personnel for hotels, will encounter
opposition from AIG Property Casualty Inc. at a hearing on Dec. 12
in U.S. Bankruptcy Court in Delaware regarding a sale of the
business in exchange for secured debt.

According to the report, HSS filed for Chapter 11 protection on
Oct. 24 and the next day submitted papers proposing to sell the
business to lenders in exchange for the $22.9 million secured bank
loan. An investor group acquired the bank loan on Oct. 11,
according to court papers.

The investor group includes SG Distressed Debt Fund LP, LittleJohn
Opportunities Master Fund LP and LJC Investment I LLC.

According to New York-based AIG, the lenders will take the
business in exchange for the $22.9 million in secured debt, plus
assumption of specified liabilities. The lenders are also
providing a $7 million loan to finance the bankruptcy.

The problem with the sale, according to AIG, is that the lenders
aren't trading bankruptcy financing for ownership. As a result,
the lenders will take ownership of the business and retain a so-
called superpriority claim for the bankruptcy loan.

As a result, the lenders will take over lawsuits and preference
claims that otherwise would be the only assets remaining for
unsecured creditors.

At a minimum, AIG wants the bankruptcy judge to force the lenders
to pay cash for the suits and claims.

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.


INTEGRA TELECOM: S&P Raises Rating to 'B+'; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its rating on
U.S.-based competitive local exchange carrier (CLEC) Integra
Telecom Inc. to 'B+' from 'B'.  The outlook is stable.  S&P also
raised all issue-level ratings on the company's debt by one notch
in conjunction with the upgrade.  The recovery ratings on the
company's debt issues remain unchanged.  S&P removed all the
ratings from CreditWatch, where it had placed them with positive
implications on Nov. 26, 2013.

"We base our upgrade primarily on a reassessment of the importance
of volatility of earnings in Integra's business risk profile,"
said Standard & Poor's credit analyst Michael Weinstein.

Importantly, the company's operating profitability (measured by
EBITDA margin) is less volatile than many of its CLEC peers, as a
result of its dense network of owned fiber assets and stabilized
monthly churn figures, which are key considerations in the
company's "weak" competitive position.

The stable outlook reflects S&P's expectation that the company
will sustain leverage below 5x over the next couple of years given
stabilized monthly customer churn and gradual EBITDA growth driven
by its upmarket sales focus.

S&P could lower the rating if Integra's private equity owners
pursue a more aggressive financial policy that raises leverage to
above 5x on a sustained basis, such as a material debt-funded
acquisition or shareholder distribution.

S&P could also lower the rating if earnings decline precipitously
due to intensifying competitive conditions, operational missteps,
or economic weakness.  This could lead to higher revenue churn,
resulting in adjusted leverage exceeding 5x, with no prospect for
improvement.

An upgrade would require an improvement in S&P's view of Integra's
"weak" business risk profile, which is extremely unlikely given
the intense competitive forces facing Integra as a CLEC.  Assuming
the company's "weak" business risk assessment is not revised
upward, S&P believes ratings upside would be constrained by the
company's private equity ownership status.


IPALCO ENTERPRISES: S&P Lowers ICR to 'BB+' & Removes from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
issuer credit rating on IPALCO Enterprises Inc. and its utility
subsidiary to 'BB+' from 'BBB-'.  S&P removed the ratings from
CreditWatch, where it placed them with negative implications on
Nov. 26, 2013.  At the same time, S&P affirmed IPALCO's 'BB+'
senior unsecured rating.  S&P assigned a recovery rating of '3',
indicating its expectation that lenders would receive meaningful
(50% to 70%) recovery of principal in a default.  S&P also
affirmed IP&L's 'BBB+' senior secured issue rating, based on a
'1+' recovery rating.

The downgrade reflects S&P's assessment that the cumulative value
provided by structural protections, including an independent
director in place to help protect IPALCO from a voluntary
bankruptcy initiated by the parent, who also participates in all
board votes and has decision making authority, a non-consolidation
opinion, covenants, a separateness agreement, and some dividend
limitations, insulate the credit quality of IPALCO and IP&L from
their weaker parent, AES Corp.  These factors, combined with the
subsidiaries' stand-alone credit profile, provide Standard &
Poor's with sufficient basis to differentiate S&P's issuer credit
ratings on IPALCO and IP&L by two notches from their ultimate
parent.

S&P's "excellent" business risk assessment on IPALCO incorporates
its "very low" industry risk assessment of the regulated utility
industry and a "very low" country risk based on the company's
focus on U.S. operations and markets.  S&P's assessment of
IPALCO.'s "aggressive" financial risk profile is based on its
expectation that operating results will benefit from recent
improvements in recovery mechanisms issued by the state.  IPALCO's
liquidity is "adequate," as defined by S&P's criteria.

"The stable outlook on the ratings reflects our expectation that
IPALCO will not issue additional debt for the purpose of
distributing the proceeds as a dividend to AES Corp.," said
Standard & Poor's credit analyst Matthew L O'Neill.

Should IPALCO so issue additional debt, S&P's analysis of the
company's financial policy would be significantly altered, and it
would most likely lower the rating, perhaps by multiple notches.
Under Standard & Poor's baseline forecast, it expects IPALCO's FFO
of about 12% to 13% and debt to EBITDA of 5x over the next three
years.  Fundamental to S&P's forecast is the timing and the
ultimate cost of the environmental capital spending and a gradual
economic recovery.

S&P would lower the ratings if it downgraded AES and no additional
insulation measures were put in place.  S&P could also downgrade
IPALCO if the stand-alone credit profile were to weaken and
financial measures such as FFO to debt weakened to less than 9%
and debt to EBITDA rose to more than 5.5x on a sustained basis.

Absent further enhancement to the ring-fencing provisions, higher
ratings at IPALCO and IP&L are unlikely at this time.  S&P could
raise the ratings if it raises the ratings on AES.


IZEA INC: CEO Buys 11,000 Common Shares
---------------------------------------
Edward H. Murphy, IZEA, Inc.'s president and chief executive
officer, purchased 11,000 shares of the Company's common stock in
the open market for a total purchase price of $3,090 (an average
of $0.28 per share) for investment purposes, from Dec. 6, 2013,
through Dec. 9, 2013.

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $4.67 million in 2012 as compared with
a net loss of $3.97 million in 2011.  The Company's balance sheet
at Sept. 30, 2013, showed $3.39 million in total assets,
$4.68 million in total liabilities and a $1.28 million total
stockholders' deficit.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred recurring operating
losses and had a negative working capital and an accumulated
deficit at Dec. 31, 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern
without raising sufficient additional financing.


JOHN A. ROCCO: Ch.7 Trustee Wins Judgment Against Peachtree
-----------------------------------------------------------
New Jersey Bankruptcy Judge Donald H. Steckroth granted the motion
for summary judgment filed by Steven P. Kartzman, Chapter 7
Trustee for John A. Rocco Co., Inc., in his lawsuit against
Peachtree Special Risk Brokers, LLC, to avoid and recover two
transfers made by the Debtor in the 90 days prior to the Petition
Date.  Count One of the Chapter 7 Trustee's complaint seeks
avoidance of two preferential wire transfers in the aggregate
amount of $138,114.50 under Bankruptcy Code Section 547(b). Count
Five seeks recovery of the avoided transfers under Bankruptcy Code
Section 550.

The Bankruptcy Judge denied Peachtree's cross-motion for partial
summary judgment, which alleges that there is a dispute of
material fact as to whether the transfers were made on account of
an antecedent debt.

The Debtor and Peachtree entered into an agreement on July 30,
2009, under which the Debtor placed contracts of insurance through
companies represented by Peachtree.

The lawsuit is, STEVEN P. KARTZMAN, as Chapter 7 Trustee,
Plaintiff, v. PEACHTREE SPECIAL RISK BROKERS, et al., Defendants,
Adv. Proc. No. 12-01269 (DHS), (Bankr. D.N.J.).  A copy of the
Court's Dec. 9, 2013 Opinion is available at http://is.gd/w8gMmw
from Leagle.com.

The Chapter 7 trustee is represented by:

     Steven P. Kartzman, Esq.
     Adam G. Brief, Esq.
     MELLINGER, SANDERS & KARTZMAN LLC
     101 Gibraltar Drive
     Morris Plains, NJ 07950
     Tel: 973-267-0220
     E-mail: skartzman@msklaw.net

Peachtree is represented by:

     Christopher R. Belmonte, Esq.
     SATTERLEE STEPHENS BURKE & BURKE LLP
     51 John F. Kennedy Parkway
     First Floor West
     Short Hills, NJ 07078-2713
     Tel: (973) 218-2509
     Fax: (973) 218-2401
     E-mail: cbelmonte@ssbb.com

John A. Rocco Co., Inc., filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code on March 25, 2010 (Bankr.
N.J., Case No. 10-18799).  The case was converted to Chapter 7 on
February 7, 2012, and Steven P. Kartzman was appointed Chapter 7
Trustee.


KEYSTONE AUTOMOTIVE: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Keystone Automotive Operations Inc. on CreditWatch with
positive implications following the announcement that the company
has agreed to be acquired by LKQ Corp. (BB+/Stable/--).

"The rating action is based on Keystone's proposed acquisition by
higher-rated LKQ and our expectation that Keystone's debt will
likely be repaid at closing of the transaction," said credit
analyst Robyn Shapiro.  Therefore, S&P did not place Keystone's
rated debt on CreditWatch.  LKQ expects to fund the transaction
with funds from LKQ's revolving credit facility and asset
securitization program.  As of Sept. 30, 2013, LKQ had
approximately $1.2 billion available from these sources.

The ratings on U.S.-based aftermarket auto parts distributor
Keystone reflect S&P's view of the company's "highly leveraged"
financial risk profile and "weak" business risk profile, as
defined in S&P's criteria.

In resolving the CreditWatch listing, S&P will monitor the
progress the companies make toward closing the transaction.  S&P
expects to raise its corporate credit rating on Keystone upon
closing, aligning it with its rating on LKQ and, subsequently, to
withdraw both its corporate credit and issue-level ratings on
Keystone once the existing debt has been repaid.


LEHMAN BROTHERS: Hipotecas Wants LBHI Trustee to Turn Over Docs
---------------------------------------------------------------
Hipotecas de America, S.A., asked the U.S. Bankruptcy Court in
Manhattan to force the trustee of Lehman Brothers Holdings Inc.'s
brokerage to respond to the company's request to turn over
documents related to its $2.465 million claim.

The move came after the trustee allegedly refused to release
documents requested by Hipotecas concerning the purchase of
securities effected by the Lehman brokerage on behalf of the
company.

Hipotecas also wanted to examine documents concerning the Lehman
brokerage's custody of the securities, any transaction concerning
the securities, and how the brokerage accounted for the company's
securities in its books.

The claim stemmed from bonds that were subject to repurchase
agreements.  James Giddens, the court-appointed trustee,
previously denied the claim, saying the securities do not
constitute "customer property" under the Securities Investor
Protection Act.

                      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: Belik May Pursue PI Claim Against Insurer
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement
between Lehman Brothers Holdings Inc. and Yuri Belik, which calls
for the lifting of the automatic stay that was applied to a
lawsuit filed by the claimant against the company's subsidiary.

The automatic stay is an injunction that halts actions by
creditors against a company in bankruptcy protection.

Belik, who figured in an accident at a construction site owned by
LB 745 LLC, sued the Lehman subsidiary to recover her insurance
claim.

LB 745 was reportedly covered under an insurance policy provided
by American Home Assurance Co. at the time of the accident.  A
full-text copy of the agreement is available without charge
at http://is.gd/4aDjbX

                      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: Renews $30.7-Mil. Suit vs. Americredit
-------------------------------------------------------
Lehman Brothers renewed its $30.7 million lawsuit against
Americredit Financial Services Inc. for "grossly" understating
what it owed Lehman on six interest-rate swaps tied to
securities-backed auto loans, Dow Jones Business News reported.

Americredit, a subprime auto lender bought by General Motors Co.
in 2010, terminated its swaps with Lehman shortly after the
investment bank's 2008 Chapter 11 filing.

Lehman's lawyers allege the auto-finance company manipulated the
market quotation process for replacement swaps to avoid paying
millions in early termination payments to Lehman.  The lawsuit is
seeking $30.7 million plus interest, according to the report.

                      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: Thomas Appeals Order Disallowing Claim v. LBI
--------------------------------------------------------------
Stephen Thomas filed court papers in connection with his appeal
from a bankruptcy court's order that barred him from pursuing his
claim against Lehman Brothers Holdings Inc.'s brokerage unit.

The U.S. Bankruptcy Court in Manhattan on Oct. 15 issued an order
disallowing three claims, including Mr. Thomas' $630,932 claim,
on grounds that they were filed after the court-approved
deadline.

In the court filings, Mr. Thomas asks the District Court to
determine:

     (1) whether the bankruptcy court erred as a matter of law
         and fact in declining to allow his discovery to explore
         whether the proper notice had been given on the claims
         motion;

     (2) whether the fact that Mr. Thomas is a creditor and not a
         SIPA claimant requires the bankruptcy court to apply the
         notice standard under the Bankruptcy Code rather than
         the stricter SIPA requirement, thus permitting the
         bankruptcy court to consider the equities and facts and
         circumstances surrounding the notice and late filed
         claim;

     (3) whether the facts and circumstances set forth on the
         record are sufficient to allow the bankruptcy court now
         to permit the claim to be considered filed timely.

Mr. Thomas, who is represented by New Jersey-based Rabinowitz
Lubetkin & Tully LLC, brought the appeal before the U.S. District
Court for the Southern District of New York.

                      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).


LEVI STRAUSS: Fitch Hikes Issuer Default Rating to 'BB-'
--------------------------------------------------------
Fitch Ratings has upgraded its Issuer Default Rating (IDR) on Levi
Strauss & Co. to 'BB-' from 'B+'. In addition, Fitch has affirmed
its rating on Levi's secured bank credit facility at 'BB+' and
senior unsecured notes at 'BB-'. The Rating Outlook is Stable.
Levi had $1.6 billion of debt outstanding as of Aug. 25, 2013.

Key Rating Drivers

Improved Credit Profile: The upgrade reflects strong, margin-
driven growth in EBITDA to $616 million in the 12 months ended
Aug. 25, 2013 from a level below $500 million over the past four
years, together with meaningful debt reduction over 2012-2013,
leading to marked improvement in the company's credit profile. The
upgrade further reflects the expectation for additional debt
repayment over the next several years that will drive further
improvement in adjusted leverage. The rating continues to reflect
Levi's well-known brands, strong market shares, and wide
geographic diversity, as well as the challenging consumer
environment and weak sales trends in international markets.

EBIT Margin Improvement: Levi's EBIT margin improved strongly to
10.6% in the 12 months ended Aug. 25, 2013 from 7.4% in fiscal
2012, driven by an expansion of the gross margin due primarily to
the effect of lower cotton prices in the first half of the year,
as well as strong cost containment. This represents a change in
trend from five years of margin contraction (2007-2011) caused by
the global recession, Levi's investments in its products,
advertising, and retail stores, and higher cotton costs. Fitch
believes that EBIT margins could be constrained over the near term
by the promotional selling environment, as well as higher
advertising expense and incentive compensation, but that they will
broadly stabilize at or near current levels longer-term.

Mixed Top Line: Levi's revenues grew 2.3% on a constant currency
basis in the nine months ended Aug. 25 2013, following a 0.4%
constant currency decline in fiscal 2012 (ended November). This
reflects sales declines in the Asia Pacific region (16% of 2012
revenues) and weak sales growth in Europe (24% of revenues),
partly offsetting low- to mid-single-digit growth in the Americas
(60% of revenues). Fitch projects consolidated sales growth will
track at a low single-digit pace over the next 12-24 months, and
will continue to be moderately constrained by the economic
slowdown in Europe and Asia.

FCF to Debt Reduction: Leverage (adjusted debt/EBITDAR) improved
to 3.8x at August 2013 from 5.0x at fiscal year-end 2012, as
EBITDA recovered strongly and as Levi repaid $180 million of debt
from free cash flow (FCF). Fitch expects management to continue to
strengthen the balance sheet by using FCF, which Fitch estimates
at around $200 million per year, to repay debt. There is only $48
million of long-term debt maturing in the next four years, though
the $401 million of Euro senior notes due in May 2018 become
callable in 2014, and the $525 million of senior notes due in May
2020 become callable in 2015, giving the company the flexibility
to further reduce debt levels. Leverage could therefore improve
toward the mid-3x range over the next two years assuming steady to
gradually improving EBITDA and management's continued commitment
to debt reduction.

Adequate Liquidity: Liquidity is supported by FCF as well as cash
of $382 million and revolver availability of $522 million as of
Aug. 25, 2013. There were no borrowings against the facility at
quarter-end.

Secured Bank Facility: The 'BB+' rating of the $850 million
secured revolving credit facility reflects its superior position
in the capital structure, secured by North American inventories
and receivables, and the U.S. Levi trademark. The facility also
benefits from upstream guarantees from the domestic operating
companies.

Rating Sensitivities

A positive rating action would be considered as there is evidence
that Levi's margins are in a sustained recovery. Fitch would also
expect to see FCF remain in positive territory, permitting ongoing
reduction in debt levels and improvement in adjusted financial
leverage to the mid-3x range.

A negative rating action would be considered if recent margin
improvement proves to be short-lived, and sales trends remain
soft, causing adjusted financial leverage to move back above the
mid-4x range.

Fitch has taken the following rating actions:

Levi Strauss & Co.
-- IDR upgraded to 'BB-' from 'B+';
-- $850 million secured revolving credit facility affirmed
   at 'BB+';
-- Senior unsecured notes affirmed at 'BB-'.

The Rating Outlook is Stable.


LIFECARE ST. JOHNS: Files Cash Collateral Budget Thru March 2014
----------------------------------------------------------------
Life Care St. Johns, Inc. filed with the Bankruptcy Court a
revised budget in connection with the consensual use of cash
collateral until March 26, 2014.

A copy of the revised budget is available for free at

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

The Debtor relates that in accordance with the Court's final order
authorizing use of cash collateral and providing adequate
protection, in the absence of the objection, the revised budget
will become the approved Budget.

As reported in the Troubled Company Reporter on Sept. 9, 2013,
the Court, in a final order, authorized Life Care St. Johns,
Inc.'s use of cash collateral, which Wells Fargo Bank, National
Association, in its capacity as indenture trustee for the bonds,
asserts an interest in.

As of the Petition Date, the amount due and owing by the Debtor
with respect to the bonds as:

   (i) unpaid principal on the bonds in the amount of $55,615,000;

  (ii) accrued but unpaid interest on the bonds in the amount of
       $1,530,893 as of July 1, 2013, which interest continues to
       accrue at a per diem rate of $8,504; and

(iii) unliquidated, acrued and unpaid fees and expenses of the
       bond trustee and its professionals incurred through the
       Petition Date.

The Court has overruled the objection to the Cash Collateral
Motion filed by Office of Insurance Regulation.

The Debtor may use the cash collateral to preserve the value of
its business.  The bond trustee has informed the Debtor and the
Court that it does not consent to the use of cash collateral
except upon the terms and conditions of the final order.

As adequate protection to the bond trustee in respect of the use
of cash collateral, the Debtor will grant the bond trustee
replacement liens on collateral and a superpriority administrative
expense claim status.

                     About Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  Judge Jerry A. Funk
presides over the case.

The Debtor is the owner and operator of a continuing care
retirement community known as Glenmoor consisting of 144
independent living units located on a 40-acre site in St. Johns
County, Florida.

Richard R. Thames, Esq., and Eric N. McKay, Esq., at Stutsman
Thames & Markey, P.A., serves as the Debtor's counsel.  Navigant
Capital Advisors, LLC, acts as the Debtor's financial advisor.
Eddie Williams, III, Esq., and Beth A. Vecchioli, Esq., at Holland
& Knight, LLC, serves as regulatory compliance counsel.  Hamlyn
Senior Marketing, LLC, is the marketing consultant.  American
Legal Claim Services, LLC, serves as claims and noticing agent.

The official committee of creditors holding unsecured claims is
represented by Akerman Senterfitt's David E. Otero, Esq., and
Christian P. George, Esq., in Jacksonville, Florida.

The Debtor estimated assets of at least $10 million and debts of
at least $50 million.

Life Care St. Johns, Inc. filed in November 2013, a proposed plan
of reorganization that allows Life Care Pastoral Services to
retain control of the facility.  According to the explanatory
disclosure statement, the Plan provides for a "sponsor
contribution".  On the effective date of the Plan, Life Care's
LCPS Management, Inc., the manager, will transfer to Glenmoor
11.01 acres of unimproved real property adjacent to the Glenmoor
facility.  In addition, LCPS will subordinate any claim it is owed
by the Debtor to payment of the Series 2014A Bonds, the Series
2014B Bonds, and notes to holders of refund claims.


LIGHTSQUARED INC: Suit Against Ergen Avoids Dismissal
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Charles Ergen and his Dish Network Corp. failed at a
hearing on Dec. 10 to win outright dismissal of lawsuits by
LightSquared Inc. and Philip Falcone's Harbinger Capital Partners
LLC, LightSquared's controlling shareholder.

According to the report, the suits contend that companies
controlled by Ergen were prohibited from purchasing LightSquared
debt, and thus controlling enough votes to prevent LightSquared
from gaining creditor approval of a Chapter 11 reorganization
plan. The debt purchases were designed so an Ergen company could
acquire LightSquared's valuable spectrum licenses.

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Centerbridge Reaches Tentative Deal
-----------------------------------------------------
Mike Spector and Emily Glazer, writing for The Wall Street
Journal, reported that private-equity firm Centerbridge Partners
LP reached a tentative deal to buy LightSquared Inc. out of
bankruptcy proceedings, said people familiar with the matter,
potentially upstaging a bid by Dish Network Corp. to take over the
wireless-telecommunications firm.

According to the report, Centerbridge proposed paying roughly $3.3
billion for the wireless venture, backed by financier Philip
Falcone, and assuming about $1.7 billion in various liabilities,
the people said. The deal would be executed under a bankruptcy-
reorganization plan, some of the people said.

Centerbridge's negotiations with LightSquared were fluid on Dec.
11, and there remained a chance discussions could fall apart, some
of the people said, the report related.

LightSquared's main asset is spectrum -- the limited pockets of
airwaves that telecommunications firms need to operate wireless
networks, the report said.  Centerbridge's interest in
LightSquared underscores investors' growing interest in betting on
spectrum in the hopes that demand for high-speed cellphone and
mobile Internet service will make ownership of these airwaves
increasingly valuable.

Dish, the satellite-television provider controlled by Charlie
Ergen, earlier this year bid $2.2 billion for LightSquared, the
report further related.  Dish has been on the hunt for more
spectrum in its efforts to enter the wireless industry to
diversify as the television business matures.

                      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.


MADHAV INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Madhav Investments Corp.
        2655 N. Cobb Pkwy.
        Kennesaw, GA 30152

Case No.: 13-76717

Chapter 11 Petition Date: December 10, 2013

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

Debtor's Counsel: John A. Moore, Esq.
                  THE MOORE LAW GROUP, LLC
                  1745 Martin Luther King Jr. Dr.
                  Atlanta, GA 30314
                  Tel: 678-288-5600
                  Fax: 888-553-0071
                  Email: jmoore@moorelawllc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rajane C. Patel, secretary.

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


MANTARA INC: Deutsche Bank Buys Assets for $1.25 Million
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mantara Inc., a developer of trading and compliance
software for the financial-services industry, finally won court
approval for selling the intellectual property assets to Deutsche
Bank Securities Inc. for $1.25 million.

According to the report, the company filed a petition for Chapter
11 protection on Oct. 16 and was initially rebuffed by the
bankruptcy judge in New York in asking for an immediate sale of
the property. After further proceedings, the bankruptcy judge
signed an order on Dec. 6 approving sale.

New York-based Mantara, Inc., sought protection under Chapter 11
of the Bankruptcy Code on Oct. 16, 2013 (Case No. 13-13370, Bankr.
S.D.N.Y.).  The case is before Judge Allan L. Gropper.  The Debtor
is represented by Wojciech F Jung, Esq., at Lowenstein Sandler
LLP, in New York; and Kenneth A. Rosen, Esq., at Lowenstein
Sandler LLP, in Roseland, New Jersey.

Mantara listed assets of $12.9 million and debt totaling $8.4
million. Liabilities include $1.2 million owing to a secured
lender.


MAXCOM TELECOM: Capital Increase Will Be 2.23-Bil. Pesos
--------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V. (NYSE: MXT, BMV:
MAXCOM.CPO) announced Wednesday that in connection with the
capital increase approved by the Shareholders Meeting dated Oct.
2, 2013, after the expiration date of the preemptive rights
granted to the shareholders, the Chairman of the Board of
Directors, pursuant to the resolutions approved by the
Shareholders Meeting, offered for subscription and payment
633,214,267 of the remaining unsubscribed Series "A", Class II
shares, at the same price offer to the shareholders of $0.96666667
pesos per share.  The capital contribution in connection with this
subscription was $612,107,127.32 pesos.

Additionally, the Chairman of the Board assigned 53,958,620 Series
"A", Class II, shares at the same price per share, equivalent to
$52,160,000.00 pesos, which will be subscribed and paid during
December 2013.  Considering this last capital contribution, the
capital increase will be of $2,229,977,858.74 pesos represented by
2,306,873,638 Series "A", Class II shares, being this 74.4% of the
capital increase approved by the Shareholders Meeting.

Maxcom informs that with the subscription and payment of the
Series "A", Class II shares mentioned above, the capital increase
of the Company has been finalized; therefore, the remaining Series
"A", Class II shares will be kept in the treasury of the Company.

                           About Maxcom

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

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

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

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

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

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


MICHAELS STORES: Amends Q1 and Q2 Quarterly Reports
---------------------------------------------------
Michaels Stores, Inc., amended its quarterly reports on Forms 10-Q
for the quarter ended May 4, 2013, and Aug. 3, 2013, for the
purpose of correcting historical share-based compensation expense
caused by the Company's repurchase of shares that had not been
held for at least six months following the exercise of stock
options under its equity incentive plans.  Since the participants
held those shares for less than six months following exercise,
liability accounting applies to the plan.

The Company originally recognized expense ratably over the vesting
period based on the grant date fair value of the option in
accordance with the fixed method of accounting.  The Company
determined the accounting error was material to fiscal 2011 and
fiscal 2012 financial statements and those financial statements
required restatement.

The adjustments resulted in a decline of net income by $1 million
for the three months ended May 4, 2013, and $2 million for the
three months ended April 28, 2012.  Michaels Stores originally
reported net income of $47 million for the quarter ended May 4,
2013, as compared with net income of $53 million on $978 million
of net sales for the quarter ended April 28, 2012.

The adjustments also resulted in a decline of net income by $3
million and $4 million for the three and six month periods ended
Aug. 3, 2013, respectively, and by $4 million and $6 million for
the three and six month periods ended July 28, 2012.  Michaels
Stores previously reported net income of $20 million for the
quarter ended Aug. 3, 2013, as compared with net income of $13
million for the quarter ended July 28, 2012.

The Company's restated balance sheet at Aug. 3, 2013, showed $1.64
billion in total assets, $3.87 billion in total liabilities and a
$2.23 billion total stockholders' deficit.  The Company originally
reported $1.62 billion in total assets, $3.83 billion in total
liabilities and a $2.21 billion total stockholders' deficit as of
Aug. 3, 2013.

Copies of the amended Quarterly Reports are available for free at:

                        http://is.gd/nFByur
                        http://is.gd/EktEtK

                       About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

                           *     *     *

Michaels Stores carries a 'B2' corporate family rating from
Moody's Investors Service and 'B' corporate credit rating from
Standard & Poor's Ratings Services.


MJC AMERICA: Soleus Air System Files for Ch.11 in Los Angeles
-------------------------------------------------------------
MJC America, Ltd., doing business as Soleus Air System, filed for
bankruptcy protection under Chapter 11 (Bankr. C.D. Cal. Case No.
13-39097) in Los Angeles on Dec. 10, 2013.

MJC disclosed $14.0 million in total assets and $15.9 million in
liabilities in its schedules.  Accounts receivable of $9.22
million and inventory of $4.12 million comprise most of the
assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.

MJC doesn't have any real property.  It leases property at East
Walnut Drive North, City of Industry, in California, from
Prologis, L.P., which lease terminates April 30, 2018.

According to the statement of financial affairs, income declined
from $77 million in 2011, to $44.1 million in 2012, and $31
million in 2013 (year to date).

The Debtor is involved in litigation against Hong Kong Gree in
district court and state court.

A copy of the schedules filed together with the petition is
available for free at:

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

MJC America is represented by David A. Tilem, Esq., at Law Offices
of David A. Tilem, in Glendale, California.

MJC America -- http://www.soleusair.com/-- sells Soleus-branded
air conditioners and heaters in the U.S.


MJC AMERICA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: MJC America, Ltd.
           dba Soleus Air System
           dba Soleus International Inc.
        20035 East Walnut Drive North
        City Of Industry, CA 91789

Case No.: 13-39097

Chapter 11 Petition Date: December 10, 2013

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

Judge: Hon. Sandra R. Klein

Debtor's Counsel: David A Tilem, Esq.
                  LAW OFFICES OF DAVID A TILEM
                  206 N Jackson St Ste 201
                  Glendale, CA 91206
                  Tel: 818-507-6000
                  Fax: 818-507-6800
                  Email: davidtilem@tilemlaw.com

Total Assets: $13.98 million

Total Debts: $15.92 million

The petition was signed by Simon Chu, authorized individual.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim  Claim Amount
   ------                        ---------------  ------------
Hong Kong Gree Ele. App. Sales   Lawsuit           $4,069,466
Unit 2612, 26 F, Miramar Tower
132 Nathan Road, Tsim Sha Tsui
Kowloon, Hong Kong

Qvc, Inc.                                          $3,000,000
Studio Park, MC 209
West Chester, PA 19380

MJC Supply LLC                                     $1,887,460
P.O. Box 1537
Walnut, CA 91788

MJC Supply LLC                                     $1,880,000
P.O. Box 1537
Walnut, CA 91788

Ningbo Bole Electric Appliance Co.,                $1,344,239
South Section, Jiangbei Ind & Tech Zone
Ningbo, China

Gree Usa Sales, Ltd.                 Lawsuit         $803,659
20035 E Walnut Drive North
Walnut, CA 91789

Zhejiang Aoli Electric Appliance                     $321,984
Southeast Development Of Shengzhou
Zhejiang, China, 312400

Soleus East                                          $262,164
7260 Edington Drive
Cincinnati, OH 45249

Shanghai Highly Group                                 $44,913

Royalla Reps, Inc.                                    $43,439

American Express                                      $30,275

Sv International                                      $26,293

Scanwell Logistics (LAX) Inc.                         $21,420

Capital Premium Financing                             $20,089

United Agencies Inc.                                   $5,500

Reed Exhibitions (NHS)                                 $4,900

Wesley J Ladner                                        $3,787

Riefel Warehousing LLC                                 $3,544

Estes Express Lines                                    $3,156

Metlife Small Business Center                          $2,775


NEFF RENTAL: S&P Lowers Rating on $200MM Notes to 'CCC+'
--------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Neff Rental LLC's $200 million 9.625% second-lien notes due 2016
to '6' from '4'.  At the same time, S&P lowered the issue-level
rating on the notes to 'CCC+' from 'B' and removed the rating from
CreditWatch, where S&P placed it with negative implications on
Oct. 16, 2013.  The 'B' corporate credit rating and positive
rating outlook on Neff were not affected by this rating action.

"Our reassessment of the recovery rating stems from Neff's recent
consent solicitation and subsequent amendment to its senior
secured asset-based loan credit facility, which allows for an
increase in the facility to accommodate a distribution to the
owners.  The company used the additional proceeds to pay a
dividend of about $110 million to its sponsors.  The additional
first-lien loan proceeds reduces the expected recovery for the
second-lien notes under our hypothetical default scenario to
negligible (0%-10%) recovery.  This results in an issue-level
rating that is two notches below the corporate credit rating ".

The 'B' corporate credit rating and positive rating outlook
reflect S&P's view of the improvement in Neff's credit measures
through September 2013.  This stems from the good conditions in
the equipment rental sector and S&P's view that although leverage
will increase by almost 1x for the transaction, it will likely
remain at less than 4x on an adjusted basis.

RATINGS LIST

Neff Rental LLC
Corporate Credit Rating                       B/Positive/--

Downgrade
Neff Rental LLC
Neff Rental Finance Corp. (co-borrower)
                                               To      From
Senior Secured                                CCC+    B/Watch Neg
  Recovery rating                              6       4


NIRVANIX INC: Wins Access to Cash Collateral Until Jan. 11
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the first amendment to the final order (i) authorizing Nirvanix,
Inc., to obtain secured postpetition superpriority financing from
its prepetition lenders -- TriplePoint Capital LLC, in its
capacity as lender under various loan facilities and in its
capacity as collateral agent for Khosla Ventures IV, LP and Khosla
Ventures IV (CF), LP -- and (ii) authorizing the use of cash
collateral.

The amendment provides that:

   1. the outside date will be amended to Jan. 11, 2014;

   2. the approved budget will, for the period from Dec. 1, 2013,
      to Jan. 11, 2014, be replaced with the approved budget; and

   3. the terms and conditions of the final DIP order will
      remain in full force and effect.

AS reported in the Troubled Company Reporter on Nov. 14, 2013, the
Bankruptcy Court, in a final order, authorized the Debtors to (i)
obtain postpetition secured financing from its prepetition
lenders; and (ii) use cash collateral until Nov. 30, 2013.

As reported in the TCR on Oct. 15, 2013, the DIP Facility consists
of a postpetition multi-draw term loan facility in an aggregate
amount, before giving effect to a "roll up, in an interim amount
up to $1.1 million and thereafter in an amount to be agreed upon
by the Khosla Ventures IV, LP, Khosla Ventures IV (CF), LP, and
TriplePoint Capital, LLC, as DIP Lenders, in their sole
discretion.  The initial maximum commitment for each of the DIP
Lenders will be $900,000 for KV and $200,000 for TriplePoint.  The
DIP Lenders, according to court documents, have not agreed to any
funding beyond the week ending Oct. 26, 2013, or to any funding in
excess of $1.1 million.

The DIP Loans will accrue at 9% per annum, with the interest
payable monthly in arrears on the monthly anniversary of the
Petition Date, computed based on a 360 day year.  At all times
while a default exists, principal, interest and other amount will
bear interest at a rate per annum equal to 2% in excess of the 9%
per annum interest rate.

To secure the DIP Loan Obligations, the DIP Lenders are granted
valid and perfected first priority liens and security interests,
subject only to permitted liens and the carve out.  The DIP
Lenders will also be granted superpriority administrative expense
claim for all DIP Loan Obligations.

Carve-out means (i) fees payable to the U.S. Trustee, (ii) unpaid
professional fees and expenses payable to each professional
retained by the Debtor and any official committee of unsecured
creditors, and (iii) case administration fees and professional
fees incurred on or after the date of the occurrence of a
termination date in an aggregate amount not to exceed $25,000.

                       About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.Del. Case No. 13-12595) on Oct. 1, 2013.  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to
$50 million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


NIRVANIX INC: Wants Settlement Between Panel and Lenders Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing today, Dec. 12, 2013, at 9:30 a.m., to consider
Nirvanix, Inc., and the Official Committee of Unsecured Creditors'
motion to approve a settlement agreement between the Committee and
the Debtor's prepetition lenders.

The settlement agreement is in relation to the sale of the
Debtors' assets and resolves pending disputes among the Committee
and TriplePoint Capital LLC, Khosla Ventures IV, LP and Khosla
Ventures IV (CF), LP.

Prior to the sale hearing, the lenders and the Committee discussed
a resolution of the issues relating to the Lot 1 sale and
ultimately reached a settlement.  The principal terms of the
settlement term sheet are:

   i. The Committee will withdraw its objection to the sale
      motion and affirmatively support entry of the Lot 1 sale
      order.

  ii. The lenders agree to carve out from the first tranche
      of sale proceeds $100,000 for the benefit of general
      unsecured creditors. The Carve Out Funds will be transferred
      to a General Unsecured Creditors Trust.

iii. The lenders agree to carve out from holdback/purchase
      price adjustment $100,000 for the benefit of general
      unsecured creditors, provided, however, that if there is a
      purchase price adjustment, the Backend Carve Out will be
      reduced pro rata.  The Backend Carve Out Funds will be
      transferred to a GUC Trust.

  iv. Khosla Ventures will agree to subordinate/turnover all
      of its distributions from the GUC Trust on account of
      the lenders' deficiency claims to trade creditors.
      TriplePoint Capital, LLC agrees to subordinate/turnover
      the distributions on account of its deficiency claims under
      the (a) Growth Capital and A/R Loan Agreement, (b) the
      Equipment Loan Agreement, and (c) any amounts over $200,000
      under the Equipment Lease Agreement and Equipment Lease
      Facility.  The TPC Claim will be deemed allowed.

   v. The lenders will release their liens against the avoidance
      actions for the benefit of the GUC Trust and will agree to
      subordinate/turnover their distributions on the avoidance
      actions to trade creditors.

                       About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.Del. Case No. 13-12595) on Oct. 1, 2013.  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to
$50 million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


NNN 3500: Jan. 22 Hearing on Adequacy of Disclosure Statement
-------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 22, 2014, at
2:00 p.m., to consider adequacy of the Disclosure Statement
explaining NNN 3500 Maple 26, LLC, et al.'s Joint Plan of
Reorganization dated Nov. 7, 2013.  Objections, if any, are due
Dec. 16, 2013.

At the hearing, the Court will also consider the Debtors' request
to employ BMC Group, Inc., as its tabulation agent.

As reported in the Troubled Company Reporter on Dec. 3, 2013, on
behalf of the Debtors, Michelle V. Larson, Esq., at Andrews Kurth
LLP, submitted to the Court a Disclosure Statement and Plan, which
proposes to pay in full all creditors.  The Reorganized Debtors
will assume the liability for and obligation to perform and make
all distributions or payments on account of all Allowed Claims.

Payments to be made under the Plan will be funded from (1) the net
operational profits (positive cash flow) generated by the
property, after allowance of operational expenses and reserves,
(2) the cash infusion from an investor, and (3) to the extent
necessary, other sources of funds, including a cash infusion from
the Debtors or the non-Debtor TICs -- tenants in common -- or
future borrowings.  The cash infusion will be used to fund, inter
alia, payment of Allowed Administrative Expenses and Allowed
Claims, the completion of a to-be-finalized capital improvement
plan for the property, tenant improvement costs and leasing
commissions with respect to the Property, and operating shortfalls
as needed.

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

     http://bankrupt.com/misc/NNN_3500_ds.pdf

                    About NNN 3500 Maple 26, LLC

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012. Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NORTEL NETWORKS: Delaware Court Tosses SNMP Suit Against Radware
----------------------------------------------------------------
Bankruptcy Judge Kevin Gross dismissed Radware Ltd.'s from the
adversary proceeding filed by SNMP Research International, Inc.
and SNMP Research, Inc.  SNMP sued Radware and others to recover
its damages relating to post-petition sales by Nortel Networks
Inc. of all of the Debtors' assets.

Radware bought Nortel's "Layer 4-7 Application Delivery Business
Assets".

SNMP filed the Complaint on Nov. 2, 2011, against Nortel, Radware
and others.  SNMP is seeking damages and other relief from
defendants for copyright infringement, misappropriation of trade
secrets, unjust enrichment and conversion.

According to Judge Gross, SNMP's claims against Radware rest upon
conclusion and speculation that fail to satisfy legal standards to
survive a motion to dismiss.  SNMP speculates and leaps to the
conclusion that because Radware purchased assets from Nortel, and
because Nortel licensed software from SNMP, that Radware copied,
transferred, distributed and profited from the SNMP software.

Judge Gross, however, granted SNMP leave to file an Amended
Complaint by a date certain.

The case is, SNMP Research International, Inc. and SNMP Research,
Inc., Plaintiffs, v. Nortel Networks Inc., et al., Nortel Networks
Corporation, Nortel Networks Limited, Nortel Networks Global
Corporation, Nortel Networks International Corporation, Nortel
Networks Technology Corporation, Genband US LLC, Genband, Inc.,
Performance Technologies, Inc., Perftech (PTI) Canada, Avaya Inc.,
Radware Ltd., and John Doe Defendants 1-00 Defendants, Adv. Proc.
No. 11-53454(KG) (Bankr. D. Del.).  A copy of the Court's Dec. 10,
2013, is available at http://is.gd/xFZY4Hfrom Leagle.com.

                       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.


NORTH TEXAS BANCSHARES: Texas Bank Owner Wins Bankruptcy Auction
----------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that with a
roughly $11.4 million offer, the holding company behind InterBank
community bank in Texas and Oklahoma won a bankruptcy auction for
the four struggling branches of Park Cities Bank in the Dallas
area.

According to the report, Park Cities Bank 's parent company said
the auction for the bank's operations ended Monday night with the
winning bid from a group called Olney Bancshares of Texas Inc.,
according to papers filed in U.S. Bankruptcy Court in Wilmington,
Del. That buyer is identified as the holding company for
InterBank, which says it has more than 30 branches and more than
$2 billion in assets, according to InterBank's website.

North Texas Bancshares of Delaware, Inc. (Case No. 13-12699) and
North Texas Bancshares, Inc. (Case No. 13-12700) sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 16, 2013, before
the United States Bankruptcy Court for the District of Delaware.
The jointly administered cases are before Judge Kevin Gross.

The Debtors' are represented by Tobey M. Daluz, Esq., Leslie C.
Heilman, Esq., and Matthew Summers, Esq., at Ballard Spahr LLP, in
Wilmington, Delaware.  The Debtors' special counsel is Bracewell &
Giuliani LLP.  Commerce Street Capital, LLC, serves as the
Debtors' financial advisors.


NXT ENERGY: Has C$2.52-Mil. Net Loss for Q3 Ended Sept. 30
----------------------------------------------------------
NXT Energy Solutions Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K, reporting a
net loss of C$2.52 million for the three months ended
Sept. 30, 2013, compared to a net loss of C$1.39 million for the
same period last year.

The Company's balance sheet at Sept. 30, 2013, showed C$3.89
million in total assets, C$2.06 million in total liabilities, and
stockholders' equity of C$1.82 million.

The Company said, "There is substantial doubt about the
appropriateness of the use of the going concern assumption,
primarily due to current uncertainty about the timing and
magnitude of future SFD survey revenues.  NXT recognizes that it
has limited ability to support operations significantly beyond
2013 without generating sufficient new revenue sources or securing
additional financing if required."

A copy of the Form 6-K is available at:

                       http://is.gd/NHCkpG

NXT Energy Solutions Inc. (TSX-V: SFD; OTC: NSFDF) is a Calgary
based company that provides a unique aerial survey service to the
oil and natural gas exploration industry.  NXT's proprietary
Stress Field Detection ("SFD(R)") survey technology is based on
detecting subtle changes in earth's gravitational field from an
airborne platform.


OHANA GROUP: Has Until Jan. 16 to Solicit Plan Votes
----------------------------------------------------
The Bankruptcy Court extended Ohana Group LLC's exclusive period
to solicit acceptances for the plan of reorganization until
Jan. 16, 2014.

Lender Wells Fargo, N.A., as trustee for the Registered Holders of
Credit Suisse First Boston Mortgage Securities Corp., Commercial
Pass-Through Certificates, Series 2007-C5 has submitted an
objection.

The Debtor, in a separate filing, has withdrawn the received
unsigned order further extending exclusivity period, and provided
notice of its intent to submit a revised received unsigned order
further extending exclusivity period.

Ohana Group filed Court on Nov. 1, 2013, a First Amended
Disclosure Statement with respect to the Debtor's proposed plan of
reorganization.  Under the proposed Plan, the Debtor will continue
to operate the Project in the ordinary course of business.
Funding for payments to creditors under the Plan will come from
Cash on hand as of the Effective Date, and operating revenues.
The Debtor or its designee will act as disbursing agent for
payments and distributions due under the Plan.

                        About Ohana Group LLC

Ohana Group, LLC, is a Washington limited liability company formed
in 2006 for the purpose of managing and operating a mixed-used
real property development located at 3601 Fremont Avenue N. in
Seattle, Washington.  The Company filed for Chapter 11 bankruptcy
(Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.  The
Debtor's members are Patricia Cawdrey and Daniel Cawdrey, Jr.
Judge Marc Barreca oversees the case.  James I. Day, Esq., at Bush
Strout & Kornfeld LLP, in Seattle, serves as bankruptcy counsel.
The Law Offices of Brian H. Krikorian represents the Debtor as
special counsel in connection with the litigation against one of
the Debtor's former tenants.  In its petition, the Debtor
scheduled $16,000,000 in assets and $11,696,131 in liabilities.

Ohana Group, LLC, filed with the Court on Nov. 1, 2013, a First
Amended Disclosure Statement with respect to the Debtor's proposed
plan of reorganization.  Under the proposed Plan, the Debtor will
continue to operate the Project in the ordinary course of
business.  Funding for payments to creditors under the Plan will
come from Cash on hand as of the Effective Date, and operating
revenues.  The Debtor or its designee will act as disbursing agent
for payments and distributions due under the Plan.


OMNITRACS INC: S&P Assigns 'B' CCR & Rates $445MM Loan 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B'
corporate credit rating to San Diego, Calif.-based Omnitracs Inc.
The outlook is stable.

S&P also assigned its 'B+' issue-level rating and '2' recovery
rating to the company's proposed $445 million first-lien term loan
maturing 2020.  The '2' recovery rating indicates S&P's
expectations for substantial (70%-90%) recovery in the event of
payment default.  S&P also assigned its 'CCC+' issue-level rating
and '6' recovery rating to the proposed $150 million second-lien
term loan maturing 2021.  The '6' recovery rating indicates S&P's
expectations for negligible (0%-10%) recovery in the event of
payment default.

"The ratings on Omnitracs reflect the company's 'weak' business
risk profile and 'highly leveraged' financial risk profile (as
defined by our criteria), incorporating the company's narrow
product base and lack of stand-alone operating history, the
potential for near-term operational disruption from integrating
RoadNet with the existing business, and our view that the
company's purchase by a private equity owner is likely to preclude
sustained deleveraging over the longer term," said Standard &
Poor's credit analyst Molly Toll-Reed.

S&P views the industry risk as "moderately high" and the country
risk as "very low".  S&P views Omnitracs' EBITDA margins, return
on capital, and volatility of profitability as average for the
technology hardware sector.

The outlook is stable, reflecting S&P's expectation that
completion of the technology transition in Omnitracs' customer
base will generate EBITDA growth, and modest FOCF beyond this
fiscal year.  A decline in customer renewals or lack of new
subscriptions to Omnitracs' software offerings, resulting in
sustained EBITDA declines, could lead to leverage in the high 7x
area and a downgrade.  Ratings upside is limited by Omnitracs'
highly leveraged financial profile, and our view that the
company's ownership structure is likely to preclude sustained
deleveraging.


ORMET CORP: Libertas, Int'l Metal Submit Offers for Assets
----------------------------------------------------------
BankruptcyData reported that Libertas Copper and International
Metal Corporation filed with the U.S. Bankruptcy Court a notice of
competing offers to purchase certain assets of Ormet, including
those that are the subject of the proposed sale of assets pursuant
to the Company's excess asset sale procedures.

The assets proposed to be purchased by Libertas Copper consist of
1120.37 MT of new and used copper rods.  The consideration to be
paid by for the sale is COMEX CU March settlement price minus 15
cents per pound for the day the truck is loaded.

The assets to be purchased by IMC consist of 430 MT +/- 50 MT) of
new and used copper rods.  The consideration for the sale is the
Comex CU March settlement price minus 15.5 cents per pound for the
day the truck is loaded.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


OVERSEAS SHIPHOLDING: Creditors Move to Curb Exclusivity Extension
------------------------------------------------------------------
Law360 reported that unsecured creditors of Overseas Shipholding
Group Inc. urged a Delaware bankruptcy judge to limit a proposed
extension of the Chapter 11 exclusivity period to no more than two
months, saying they intend to file their own plan if the oil
tanker giant hasn't submitted one by then.

According to the report, OSG is seeking to extend the period
during which it is the only entity allowed to submit a Chapter 11
plan, a move the official committee of unsecured creditors
contends would push the filing deadline back to mid-March.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PATRIOT COAL: Copy of Presentation to Potential Lenders
-------------------------------------------------------
In a regulatory filing, Patriot Coal Corporation disclosed that in
mid-November was slated to provide a presentation to potential
lenders in New York City.  The materials presented to potential
lenders are available at http://is.gd/ADb1jk

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


PETAQUILLA MINERALS: Incurs $2.14-Mil. Net Loss in Third Quarter
----------------------------------------------------------------
Petaquilla Mineral Ltd. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 6-K, reporting a
net loss of $2.14 million on $20.63 million of revenues for the
three months ended Sept. 30, 2013, compared to a net income of
$3.72 million on $26.45 million of revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2013, showed $230.75
million in total assets, $177.98 million in total liabilities, and
stockholders' equity of $52.76 million.

A copy of the Form 6-K is available at:

                       http://is.gd/vUF7nd

Headquartered in Vancouver, British Columbia, Petaquilla Mineral
Ltd. is a gold production and exploration company with one
operating mine in Panama and several exploration properties in
Panama, Spain and Portugal.


PLUG POWER: In Talks With Large Customers on GenDrive
-----------------------------------------------------
Plug Power Inc. hosted on Dec. 4, 2013, a conference call and
webcast during which CEO Andy Marsh provided a business update for
Plug Power and the Company's expectations for the remainder of
2013 and for 2014.

Since the October 8th business updates call, the Company has seen
an additional 17.8M USD in bookings.  Plug Power is currently in
negotiations with large customers on sales agreements to deploy
turn-key GenDrive solutions at multiple distribution centers.  The
Company believes this will significantly impact the fourth quarter
bookings, as well as provide a recurring revenue stream from
product, service and hydrogen contracts.  Plug Power expects
orders to range between 30M and 40M USD for the fourth quarter of
2013.

Mr. Marsh will outline the structure of a typical multi-site deal
using Plug Power's turn-key hydrogen solution.  Plug Power feels
volume in sales orders, paired with management of costs will
result in profitability for Plug Power in 2014.  As previously
stated, Plug Power needs to ship 3,000 units in 2014 to achieve
its EBITDAS break even goal.

"Large, multi-site deals will provide a level of validation to
customers, suppliers, employees and the investment community,"
said Andy Marsh.  "As we continue to book more orders during the
month of December, Plug Power is on track for a 'blowout'
quarter."

A copy of the Presentation is available for free at:

                        http://is.gd/uN2GUc

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of Sept. 30, 2013, the Company had $40.03 million in total
assets, $35.36 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock, and $2.21 million
in total stockholders' equity.

                         Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


POLYMER GROUP: S&P Assigns 'B' Rating to Proposed $295MM Sr. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its senior secured
debt rating of 'B' (the same as the corporate credit rating) and
recovery rating of '3' to Polymer Group's proposed $295 million
senior secured term loan.  The ratings are based on preliminary
terms and conditions.  The maturity of the term loan will be six
years, or earlier under certain circumstances.  The '3' recovery
rating indicates S&P's expectation of meaningful (50% to 70%)
recovery in the event of a payment default.

At the same time, S&P is affirming its 'B' corporate credit and
existing senior secured debt ratings on Polymer Group and are
revising its recovery rating on its existing senior secured debt
to '3' from '4'.

The outlook remains negative.

"We regard Polymer Group's business profile as 'weak' and its
financial risk profile as 'highly leveraged' as defined in our
criteria," said Standard & Poor's credit analyst Cynthia Werneth.

Owned by an affiliate of the private equity firm the Blackstone
Group, Polymer Group is a manufacturer of nonwovens with
operations on several continents.  The November 2013 acquisition
of U.K.-based Fiberweb will increase Polymer Group's revenues by
more than 35%.  The transaction modestly improves Polymer Group's
business risk profile by broadening its product offering into
niche applications such as pool filtration and dryer sheets and
increasing its position within housewrap.  The transaction should
reduce Polymer Group's reliance on hygiene markets, which have
become increasingly commoditized and in which pricing power has
eroded in some regions and product categories.  It  should also
offer opportunities for EBITDA margin improvement through
synergies, which management expects to be significant relative to
the overall EBITDA of the acquired business.  Nevertheless,
industry overcapacity and volatile raw material costs are likely
to pose continuing challenges.

The negative outlook indicates S&P's view that there is a one-in-
three chance that it could lower the ratings over the next year.

S&P would lower the ratings if Polymer Group has difficulty
integrating the large Fiberweb acquisition or fails to achieve the
targeted synergies, and this results in debt to pro forma full-
year EBITDA that exceeds 6x.  S&P would also lower the ratings if
leverage is above 6x because of other operating problems, an
inability to pass on raw material cost increases, higher-than-
expected capital spending, or another acquisition in the near
term.  Less-than-adequate liquidity would also result in a
downgrade.

Upward rating movement is constrained by challenges associated
with integrating the large Fiberweb acquisition, as well as
financial policies associated with Polymer Group's ownership by a
private equity firm.  S&P therefore regards an upgrade during the
next year as very unlikely.  S&P could revise the outlook to
stable if integration of the acquired operations goes smoothly,
market and operating trends are favorable, the company is on track
to achieve and maintain leverage below 6x, and liquidity remains
adequate.


QEP RESOURCES: S&P Revises Outlook to Negative & Affirms 'BB+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Denver-based QEP Energy Inc. to negative from stable
and affirmed all of its ratings, including the 'BB+' corporate
credit rating.

The rating action reflects the expected deterioration in QEP's
credit protection measures due to the use of debt to fund the
company's planned $950 million acquisition of Permian oil and gas
producing assets and due to uncertainty over the pace and level of
debt reduction thereafter.  The acquisition increases QEP's light
oil production, which S&P expects to result in improved
profitability.  The transaction also provides growth potential
through relatively low risk drilling with modest spending beyond
internally generated cash flow under S&P's assumptions.  S&P
projects debt leverage, however, to deteriorate to about 2.3x debt
to EBITDA at the end of 2013 pro forma for the transaction, which
S&P views as weak for the current rating.  S&P expects the company
to fund a portion of the purchase price with borrowings under its
bank facility.  The funding method offers the opportunity to repay
it quickly, but repayment depends on timely sale of Midcontinent,
primarily natural gas assets, the market for which S&P views as
soft.  S&P notes that the company's liquidity will decline
meaningfully as a result of bank facility utilization to fund the
transaction If QEP's asset sales or production growth falls short
of expectations, we forecast that leverage will remain at more
than 2x debt to EBITDA in 2014.

"We think QEP's credit protection measures will be weak for the
ratings over the next 12 months because of debt incurred to fund
the acquisition of Permian properties," said Standard & Poor's
credit analyst Ben Tsocanos.

S&P would consider a downgrade if it expects the company's debt
leverage to remain at more than 2x debt to EBITDA.  This could
occur if QEP fails to execute its asset sales plan over the next
year.  S&P would also consider a downgrade if the company's
liquidity deteriorates.

S&P could consider a stabilization of the positive rating action
if QEP succeeds in reducing debt in a timely manner.  For an
upgrade, the company will need to expand its reserves and
production in line with its 'BBB' category peers and increase its
proportion of liquids without a significant deterioration in its
operating costs or capital structure.


QUEEN ELIZABETH REALTY: Survives Case Dismissal Bid
---------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
denied motions filed by Margaret Wu, and Dean K. Fong, as receiver
for the property of Phillip Wu, to (i) dismiss the Chapter 11 case
of Queen Elizabeth Realty Corp.; or (ii) in the alternative,
abstain pursuant to Section 305 of the Bankruptcy Code; or (iii)
excuse receiver's compliance with Section 543 of the Bankruptcy
Code from turnover of property.

The Debtor and Shanghai Commercial Bank filed objections to the
request.

Pursuant to the Court's order, the receiver will continue to
refrain from, among other things:

   1. the sale, lease, use, encumbrance or other administration
      of any property of the Debtor, including but not limited to:

      a) rental proceeds from the Debtor's property; and

      b) the Debtor's real estate;

   2. prosecution of the special proceeding known as Dean K. Fong
      as receiver of the Property Of Phillip Wu, Plaintiff, v.
      Hong Kong Supermarket, Inc., et. al., and seek the eviction
      of tenant Hong Kong Supermarket, Inc. or any other tenant of
      the Debtor; and

   3. the collection of his money judgment against HKS in the
      amount of $3,256,000 arising in the L & T Proceeding or
      otherwise;

The Court also ordered Margaret Wu to cease and desist from
seeking, outside of the Court, the sale, use, lease or encumbrance
of any assets of the Debtor, and will not, with respect to
property of the Debtor or the estate, further prosecute the order
to show cause entered in the divorce action encaptioned Margaret
Wu v. Phillip Wu, Supreme Court, New York County, Index Number
300080/09 on July 11, 2013, and originally returnable,Aug. 6,
2013, or otherwise.

The Court further ordered that any proceeding in the Divorce
Action, the L & T Proceeding or otherwise that affects or impacts
upon the property of the Debtor is subject to the automatic stay.

As reported in the TCR on Nov. 11, 2013, the receiver, in his
dismissal motion, related:

   1. The case is a classic example of a chapter 11 filed in
      bad faith for the improper purpose of halting an ongoing
      state court action.

   2. The essential controversy here is a two party dispute
      between Margaret Wu, on the one hand, and her husband
      Phillip Wu, on the other hand, over what she is entitled to
      in the divorce action, and Jeffrey Wu's effort to use the
      Court to help the Debtor avoid paying rent to the Receiver
      -- and ultimately to Margaret Wu.  According to the
      Receiver, the case was filed shortly after the Receiver
      obtained a judgment in the eviction proceeding filed by the
      receiver against a company that Jeffrey Wu owned and/or
      Controlled, based on that company's failure to make rental
      payments to the receiver.

                About Queen Elizabeth Realty Corp.

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.  The petition was signed by
Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's
shares.  Jeffrey Wu and Lewis Wu (brothers of Phillip Wu,
brothers-in-law of Margaret Wu, each own 1/3 of the shares of the
Debtor.


RACHEL E. SITACA: 2010 Honda Civic to Be Auctioned Off Dec. 31
--------------------------------------------------------------
David R. Maltz & Co., Inc., as auctioneers, will sell at public
auction on Dec. 31, 2013, at 10:30 a.m. at 39 Windsor Place,
Central Islip, New York, a 2010 Honda Civic, Serial
#2HGFG1B86AH503156 in re: Rachel E. Sitaca, Case No. 13-12767-ALG
(Bankr. S.D.N.Y.).  Interested parties must submit 25% deposit in
Cash or Bank Check in order to bid.  The balance is due in 24
hours.

Bidders may inspect the property 9 a.m., morning of sale.

Additional information is available on the Auctioneer's website
http://www.MaltzAuctions.comor call 516-349-7022.

Albert Togut, Esq., at Togut Segal & Segal, LLP, serves as
Chapter 7 trustee for Rachel E. Sitaca.  He is represented by:

     Neil Berger, Esq.
     TOGUT SEGAL & SEGAL, LLP,
     One Penn Plaza, Suite
     3335, New York, NY 10119
     Tel: (212) 594-5000


ROBERTS LAND: Plan Confirmation Hearing Rescheduled for Feb. 5
--------------------------------------------------------------
The Bankruptcy Court rescheduled until Feb. 5, 2014, at 9:30 a.m.
the final evidentiary hearing on confirmation of Roberts Land &
Timber Corporation and Union Land and Timber Corp.'s Chapter 11
Plan.

As reported in the Troubled Company Reporter on Sept. 4, 2013,
the final evidentiary hearing on confirmation was scheduled for
Dec. 5, 2013.

The TCR on Oct. 11, 2013, reported that the Debtor, through its
Restated Joint Plan of Reorganization filed Aug. 23, 2013, said it
seeks to restructure the debt owed to its respective creditors
including Farm Credit.

The Plan amends and restates all previous plans (as modified from
time to time) in their entireties that have been filed by the
Debtors.  With respect to the Secured Claim of Farm Credit of
Florida, ACA, as successor by merger to Farm Credit of North
Florida, ACA, in the amount of approximately $13 million, the Plan
provides that, at the sole and exclusive option of the Debtors,
the Debtors will inform the Court of their determination to
elect to treat Farm Credit's Allowed Class 4 Claim under Plan
Treatment 1, Plan Treatment 2 or Plan Treatment 3.

                       About Roberts Land

Roberts Land & Timber Investment Corp. filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 11-03851) in Jacksonville, Florida, on
May 25, 2011.  Affiliate Union Land & Timber Corp. also sought
Chapter 11 protection (Case No. 11-03853).

Anthony W. Chauncey, Esq., at The Decker Law Firm, P.A., in Live
Oak, Florida; and James H. Post, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, serve as counsel for the Chapter 11
Debtors.

The Debtors are real estate holding and development companies as
well as holder of private mortgages.  The Debtors receive income
from the sale and development of real estate, management of real
estate developments, mortgage receivables, cattle grazing leases
and hunting leases.

In its schedules, Roberts Land disclosed assets of $26.7 million
with debt totaling $12.2 million, all secured.  The principal
properties are 1,500 acres in Baker County, Florida and 3,300
acres in Union County, Florida.

In its schedules, Union Land disclosed $2,376,170 in assets and
$11,945,819 in liabilities as of the petition date.

The Debtors filed with the U.S. Bankruptcy Court for the Middle
District of Florida on Aug. 23, 2013, an Amended and Restated
Joint Chapter 11 Plan of Reorganization.  The Plan amends and
restates all previous plans (as modified from time to time) in
their entireties that have been filed by the Debtors in this
Bankruptcy Case.


ROSETTA GENOMICS: New York State OKs Rosetta Kidney Cancer Test
---------------------------------------------------------------
Rosetta Genomics Ltd. announced that the New York State Department
of Health has given the Company conditional approval for the
Rosetta Kidney Cancer TestTM for testing on patient samples from
the State.  New York is the only U.S. state that requires an
independent regulatory review process for laboratory-developed
tests.  With this approval, Rosetta Genomics can offer the Rosetta
Kidney Cancer Test in all 50 U.S. states.  In making the assay
available pending final approval, the NYSDOH requires the Company
to provide any additional information they request within 60
business days.  The Kidney Cancer Test is the Company's
proprietary microRNA-based assay that accurately classifies the
four most common kidney tumors: clear cell renal cell carcinoma
(RCC), papillary RCC, chromophobe RCC and the benign oncocytoma.
It is one of four assays Rosetta is currently selling through its
CLIA-lab in Philadelphia, Pennsylvania.

Kidney cancer is one of the ten most common cancers in both men
and women, accounting for over 65,000 new cases and approximately
14,000 deaths in the U.S. in 2013.1

"The incidence of primary kidney tumors is rising, and
differential diagnosis between various types of kidney tumors
remains challenging at times," said E. Robert Wassman, MD, FAAP,
FACMG, Rosetta Genomics' chief medical officer.  "One diagnostic
challenge, often underestimated, is clearly differentiating
between oncocytomas, now considered benign and appropriate to
watch without intervention, and subtypes of RCC, particularly
chromophobe RCC, where their malignant nature dictates prompt
intervention.  Recent studies have shown that as many as 20-25% of
kidney tumors following nephrectomy turn out to be benign
oncocytomas.  Improved diagnoses of oncocytomas might avoid
unnecessary surgeries, which would represent an opportunity to
reduce costs and avoid nephrectomy related complications.  In
addition, new therapeutics are beginning to impact survival for
patients with malignant RCCs and there appears to be emerging
evidence that response is driven, in part, by the subtype of RCC.
Consequently, the correct identification of these subtypes is
becoming increasingly important to aid in treatment choice."

"The Rosetta Kidney Cancer Test, with its high level of accuracy,
can be an important aid to physicians to ensure that the right
medical intervention is given to the right patient at the right
time, which is what personalized medicine is all about," stated
Kenneth A. Berlin, president and chief executive officer of
Rosetta Genomics.  "With sensitivity and specificity in excess of
95%, we believe this assay is a useful tool for physicians and we
are very pleased to have approval to market this important cancer
diagnostic for the benefit of patients in New York."

"In order to increase awareness of and demand for the Kidney
Cancer Test we have recently provided training to our sales team
and will be launching key supporting marketing initiatives,
including new promotional materials, web-based programs and
telemarketing campaigns," added Mr. Berlin.

                            About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics disclosed a net loss of US$10.45 million on
US$201,000 of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of US$8.83 million on US$103,000 of
revenue during the prior year.  As of June 30, 2013, the Company
had $30.28 million in total assets, $2.34 million in total
liabilities and $27.93 million in total shareholders' equity.

                        Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2012, the Company
said:

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  However there can be no assurance that we will be able to
obtain adequate levels of additional funding on favorable terms,
if at all.  If adequate funds are not available, we may be
required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetizing certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States."


ROUNDY'S SUPERMARKETS: S&P Affirms 'B-' Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings on
the Milwaukee-based Roundy's Supermarkets Inc. including its 'B-'
corporate credit rating.  The outlook is stable.  S&P also
assigned a 'CCC' issue-level rating and '6' recovery rating the
company's proposed $200 million senior secured second-lien note
offering.  The '6' recovery rating indicates S&P's expectation of
negligible (0%-10%) recovery of principal in the event of default.
S&P expects the company to use most of the proceeds to fund a
prepayment of its first-lien term loan to help facilitate an
amendment of that facility. Roundy's will use the remaining
proceeds to fund the purchase of 11 Dominick's stores from Safeway
Inc. and pay fees associated with the transaction.

"We based our rating on our assessment of Roundy's financial risk
profile as "highly leveraged". We based this view on forecasted
credit ratios that include the increased debt to fund store
acquisitions, the debt adjustment as a result of assumed operating
leases, and our expectation that weak performance will likely
continue over the next year," said credit analyst Charles Pinson-
Rose.  "Furthermore, the acquired stores will not likely
contribute meaningful profits in 2014, which in part leads to
credit ratios that are now weak for that financial risk
assessment."

The outlook is stable, incorporating S&P's expectation that
profits will decline in 2014, credit metrics will weaken, but
Roundy's will maintain adequate liquidity, as S&P expects Roundy's
will comply with revised financial covenants and generate modest
amounts of free cash flow.

                        Downside Scenario

The current outlook incorporates S&P's view that the company will
complete the necessary financing for the transaction and maintain
adequate covenant cushion as a result of reset levels in the range
of 20% relative to expected profit levels.  However, if the
company fails to obtain such cushion, S&P may consider a lower
rating and revise its liquidity assessment to "less than
adequate".  Furthermore, S&P may also consider a lower rating if
the company's covenant cushion falls below 10%, which S&P thinks
could occur if EBITDA is about $15 million lower than its 2014
forecast and this could happen with its sales assumptions and
additional 60 bps of margin contraction.

                          Upside Scenario

Given likely performance trends over the near term, any positive
rating action is not likely in S&P's view.  S&P may consider a
higher rating if leverage is near or below 6x, which could occur
if EBITDA was approximately $50 million higher than what S&P
forecasts for 2014.  This is not likely in S&P's estimation given
industry conditions and current performance trajectory.


RURAL/METRO CORP: Pa. Dept. of Revenue Objects to Plan
------------------------------------------------------
BankruptcyData reported that the Commonwealth of Pennsylvania
Department of Revenue filed with the U.S. Bankruptcy Court an
objection to Rural/Metro's First Amended Joint Chapter 11 Plan of
Reorganization.

The objection explains, "The Plan purports to extinguish the
setoff rights of the Commonwealth, violating 11 U.S.C. Section
362(b)(26) and 553(a). Section 362(b)(26) authorizes setoffs of
prepetition income tax liabilities and prepetition income tax
refunds. Section 553(a) allows 'a creditor to offset a mutual debt
owing by such creditor to the debtor that arose before the
commencement of the case...against a claim of such creditor
against the debtor that arose before the commencement of the
case.' If the Debtors intend through the Plan to prevent a taxing
authority to offset any prepetition tax liabilities against any
tax refunds, the relief requested should be denied to that
extent."

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.

The Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent. There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.


SAVIENT PHARMACEUTICALS: Lenders Negotiate Deal w/ Unsecured Panel
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Savient Pharmaceuticals Inc. and senior secured
Noteholders worked out a global settlement with the unsecured
creditors' committee, which had been contending that the
bankruptcy was "being run for the sole and exclusive benefit" of
secured lenders.

According to the report, Savient, developer of a treatment for
gout, was facing objection from the committee to proposed terms
for using cash.  The committee claimed the terms included an
"extravagant adequate protection package," even though the lenders
were advancing no new credit.

The settlement will allow the sale to proceed and the company's
continued use of cash.

The lenders will carve out $1.78 million in cash for unsecured
creditors and the committee's professionals. Another $100,000 will
be set aside for the indenture trustee for convertible
noteholders.

All proceeds from a lawsuit against a specific customer will go to
unsecured creditors, Savient said in a statement. If the sale
price at auction exceeds $60 million, the committee's constituents
can receive as much as an additional $750,000. The lenders will
waive deficiency claims so the recovery by unsecured creditors
won't be diluted.

The hearing for approval of a sale and the use of cash will take
place Dec. 13. Absent a higher competing bid, an affiliate of US
WorldMeds LLC will take the business for $55 million and $3
million in escrow. The purchase price will be reduced by
adjustments and the cost to cure contracts that are behind in
payment.

                  About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SAVIENT PHARMACEUTICALS: Agrees to Sell Itself to Crealta
---------------------------------------------------------
Ben Fox Rubin, writing for The Wall Street Journal, reported that
biopharmaceutical firm Savient Pharmaceuticals Inc. agreed to sell
itself to Crealta Pharmaceuticals LLC for $120.4 million,
following a bankruptcy-court approved auction.

According to the report, Savient and Crealta will seek court
approval for the sale on Dec. 13.  Crealta was established in
August in partnership with GTCR, a Chicago-based private-equity
firm.

Savient in October started voluntary Chapter 11 bankruptcy
proceedings in a federal court in Delaware, as the company looked
to maximize the value of its chronic gout treatment through an
auction and sale, the report said.

Krystexxa treats a form of gout?a condition in which a chemical
called uric acid isn't broken down by the body, which can cause
joint swelling and difficulty moving, the report related.

In a little more than a year's time, Savient has burned through
$114.7 million in cash, bringing its supply down to $27.5 million,
as it worked to commercialize Krystexxa, the report added.

                  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.


SEARS HOLDINGS: Baker Street Held 10.8% Equity Stake at Nov. 27
---------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Baker Street Capital GP, LLC, and its
affiliates disclosed that as of Nov. 27, 2013, they beneficially
owned 11,504,500 shares of common stock of Sears Holdings
Corporation representing 10.8 percent of the shares outstanding.
The percentage is based upon 106,451,439 Shares outstanding, which
is the total number of Shares outstanding as of Nov. 15, 2013, as
reported in the Company's quarterly report on Form 10-Q filed with
the SEC on Nov. 21, 2013.

A copy of the regulatory filing is available for free at:

                        http://is.gd/RBdvaJ

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Nov. 2, 2013, showed $20.20 billion
in total assets, $17.88 billion in total liabilities and $2.32
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SELECT TREE: U.S. Trustee Adjourns Meeting of Creditors to Feb. 10
------------------------------------------------------------------
U.S. Trustee Joseph W. Allen adjourned to Feb. 10, 2014, at
1:00 p.m., the meeting of creditors pursuant to 11 U.S.C. Sec. 341
in the Chapter 11 cases of Select Tree Farms, Inc.

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).  Ms. Schichtel suffered a stroke around
October 2012 and became comatose and was intubated.  She passed
away Nov. 14, 2012.

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq., at Hodgson Russ
LLP, represent Evans Bank, N.A., the primary secured creditor.


SHOTWELL LANDFILL: Creditor Wants Claim Allowed to Vote on Plan
---------------------------------------------------------------
Double "J" Enterprises, Inc., asks the Bankruptcy Court to
estimate at $150,000 and temporarily allow its claim for purposes
of accepting or rejecting Shotwell Landfill, Inc.'s Plan of
Reorganization dated Aug. 16, 2013.

Prior to the Debtor's filing, the Debtor and Double J were
involved in a lawsuit that began in the General Court of Justice,
District Court Division, Wake County, North Carolina, and was
transferred to the Superior Court Division.  The main issue in the
lawsuit involved certain equipment owned by Double J and the
Debtor's alleged wrongful possession of the equipment.

As reported in the Troubled Company Reporter on Sept. 20, 2013,
the Bankruptcy Court continued until Dec. 17 at 2:00 p.m., the
hearing to consider confirmation of Shotwell's Chapter 11 Plan and
final approval of the explanatory Disclosure Statement.  The
disclosure statement has been conditionally approved.

As reported in the TCR on Aug. 22, 2013, Branch Bank & Trust filed
a proof of claim in the amount of $13.7 million.  The claim amount
is disputed.  Pursuant to the Plan, the Allowed Secured Claim of
BB&T in Class 3 will be placed in current, non-default status and
re-amortized over 25 years with interest at the Secured Rate.  The
Debtor proposes to make monthly payments according to such
amortization.  The Debtor anticipates that Branch Bank & Trust's
Class 3 Claim will be $2,900,000.

BB&T's Allowed Unsecured Claim in Class 6 will be amortized over
25 years at the Unsecured Rate, or such amortization and rate as
the Court finds necessary for confirmation.  The Debtor will make
monthly payments according to such amortization.  The Debtor
anticipates that the Class 6 Claim will be less than $6,700,000.

Allowed Unsecured Claims of less than $5,000 in Class 7 will be
paid in full 90 days after the Effective Date.  The Debtor
anticipates that the Class 7 Claims will be less than $5,500.

Allowed General Unsecured Claims in Class 8 will receive quarterly
installments of $30,000 to be split pro rata among Allowed Claims
in Class 8 until paid in full.  The Debtor anticipates Class 8
Claims will be less than $360,000.  Class 8 claimants have filed
proofs of claim totaling $200,637.03.

The existing Allowed Equity Interests in the Debtor in Class 9
will remain the same as prepetition.

A copy of the Disclosure Statement is available at:

        http://bankrupt.com/misc/shotwelllandfill.doc99.pdf

                    About Shotwell Landfill, Inc.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  The Debtor disclosed $23,027,736 in
assets and $10,039,308 in liabilities as of the Chapter 11 filing.
Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y.
Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C.,
represent the Debtor as counsel.  William W. Pollock, Esq., at
Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as
special counsel.

The Bankruptcy Administrator was unable to appoint an official
committee of unsecured creditors in the Debtor's case.

The Debtor, in its amended schedules disclosed $23,043,736 in
assets and $10,048,364 in liabilities as of the Chapter 11 filing.


SIMPLY WHEELZ: Catalyst Makes Top Bid for Advantage Rent A Car
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Catalyst Capital Group Inc. will buy the Advantage
Rent A Car business, assuming there are no problems at the Dec. 17
sale-approval hearing.

According to the report, Advantage filed for Chapter 11
reorganization on Nov. 5 in Jackson, Mississippi, intending for
Catalyst to be the buyer in exchange for as much as $46 million in
debt financing the bankruptcy effort.

At the Dec. 9 auction, Catalyst was challenged by Sixt SE.
Catalyst came out on top by increasing the Chapter 11 financing.

In addition, Toronto-based Catalyst agreed to resume financing and
overlook a default on the bankruptcy loan, according to a court
filing.

Formally named Simply Wheelz LLC and based in Ridgeland,
Mississippi, the business is owned by Franchise Services of North
America NA, which acquired the Advantage business and 24,000
vehicles early this year from Hertz Global Holdings Inc. Hertz was
forced by regulators to divest Advantage as a condition to
antitrust clearance for buying the Dollar Thrifty business.

Advantage has 72 locations in 33 states. It is the fourth-largest
rental car business in the U.S. The petition listed assets and
debt both exceeding $100 million.

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.


SNOHOMISH COUNTY: Fitch Affirms 'B' Rating on $2.3MM LTGO Bonds
---------------------------------------------------------------
Fitch Ratings has taken the following rating action on Snohomish
County Public Hospital District #1's (the district) limited tax
general obligation (LTGO) bonds:

-- $2.3 million series 2004 affirmed at 'B'.

The Rating Outlook is Negative.

Security:

The bonds are secured by a full faith and credit general
obligation pledge of the district. The district also irrevocably
pledges to annually levy and collect property taxes within the
constitutional and statutory limits to pay debt service on the
bonds.

Key Rating Drivers:

DETERIORATING FINANCIAL POSITION: The district continues to face
severe financial strains due to declining utilization and
recurring operating losses that have weakened cash and reserve
levels. The Negative Outlook reflects the district's vulnerability
to insolvency over the near-to-medium term. The district has had a
going concern opinion in its two most recent audits.

Turnaround Efforts Underway:

The district completed an affiliation agreement in 2012 with
EvergreenHealth, a public hospital district based in Kirkland,
Washington, and hired new management in 2013. The team is
implementing a turnaround plan to stabilize operations. Voters
approved an increase in the district's operating levy earlier this
year, but many challenges remain.

Strong Tax Base; Limited Benefit:

Given the weak financial position, the benefits of the district's
GO pledge and the strength of its underlying tax base are
diminished. The current rating more closely reflects the
district's financial operations.

Rating Sensitivities:

Continued Financial Deterioration:

The district's inability to stabilize its finances could result in
insolvency and further rating downgrades.

Credit Profile:

Snohomish County Public Hospital District No. 1 is located in
eastern Snohomish County, Washington, about 30 miles northeast of
Seattle on the outskirts of the Puget Sound region. The district
owns and operates Valley General Hospital, the only acute care
facility in the district, and the Valley General Chemical
Dependency Treatment Center.

Ongoing Financial Challenges:

The district's financial position has continued to deteriorate due
to recurring operating losses. Unrestricted net assets fell to
$2.5 million in 2012, down from $5.2 million in 2008, while the
district has experienced six consecutive years of operating
losses. Liquidity remains weak and has been supported recently by
a $1.5 million line of credit. Declining utilization has been a
key factor in the district's financial challenges, resulting from
increased local competition.

Turnaround Efforts Underway:

Following several years of efforts to forge new partnerships, the
district executed an affiliation agreement with EvergreenHealth, a
public hospital district based in Kirkland, Washington, in
December 2012. The agreement provides for a multi-year partnership
that is intended to increase utilization and revenues for both
entities, and help stabilize the district's finances.

A new management team was hired following execution of the
affiliation agreement, and the district has developed a multi-year
turnaround plan to improve its finances and operations. In
addition, the April 2013 approval by district voters of an
increased operating levy is expected to generate an additional
$2.4 million per year, equal to approximately 6% of 2012 operating
revenues. Fitch recognizes the opportunity of these new
developments, but the district remains vulnerable due to its
challenged position in a competitive market and limited financial
flexibility.

Strong Underlying Tax Base of Limited Benefit:

The district's underlying tax base is large and diverse, but
experienced a fourth consecutive year of declines in 2013,
reducing taxable assessed values (TAV) by one-third from peak
levels. The district's tax revenues are protected by a levy that
adjusts automatically to compensate for changes in TAV, and have
been relatively stable. However, given the district's weak
financial position, the strong underlying tax base and GO pledge
is of limited benefit due to the potential disruption of debt
service payments in an insolvency situation.

Direct and overlapping debt levels for the district are moderate
at approximately $3,600 per capita and 3.5% of TAV. Amortization
is slow as a result of the district's 2009 issuance of additional
GO debt, with 31% of outstanding principal due for payment within
10 years. Debt service requirements for the district are small
relative to the size of its operations, and accounted for
approximately 3% of expenditures in fiscal 2012.


SOUTHERN TITLE: Faces Liquidation Amid Embezzlement Case
--------------------------------------------------------
Michael Schwartz at the Richmond BizSense reports that Southern
Title Insurance Corp., an insurance company that has been under
state control for the past two years, could be headed for
liquidation.

The report relates that the state's Bureau of Insurance has asked
for a hearing to declare Southern Title Insurance Corp., a
Richmond-based title insurer that was hit hard by an employee's
embezzlement, a candidate for liquidation.

The bureau, part of the State Corporation Commission, was named
receiver of the company when its financial state was deemed
unsound after the embezzlement, the report notes.

According to the report, the receiver's attempt to rehabilitate
the firm found a $30 million shortfall between its liabilities and
its assets and reserves.

"The Deputy Receiver therefore submits that Southern Title is
insolvent," the receiver stated in documents filed in October,
Richmond BizSense relates.

The report recounts that the receivership dates to late 2011, when
Southern Title laid off its underwriting staff and stopped taking
new claims after the company admitted that one of its employees in
Texas embezzled funds that were to be held in escrow.

A subsequent investigation left the company below proper capital
levels. The court appointed the SCC to take the reins and protect
the interests of policyholders and creditors, Richmond BizSense
notes.

There has since been a freeze on the firm's ability to take on
policies and pay claims.

"When they went into receivership, no new policies could be
offered. In essence, what was occurring was just handling current
policies," the report quotes Ken Shrad, an SCC spokesman, as
saying.

Southern Title, which had offices downtown at James Center,
operates in receivership out of an office off Forest Avenue.

A hearing on the proposed liquidation and a declaration of
insolvency is set for Feb. 4, the report discloses.  The
liquidation would take into account any claims from creditors and
policyholders.


SPRINT CORP: Fitch Rates Proposed Sr. Unsecured Notes 'B+/RR4'
--------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to Sprint
Corporation's proposed benchmark-sized senior unsecured notes due
2024. The proceeds from the offering would be used for general
corporate purposes, which may include redemptions or service
requirements of outstanding debt, network expansion, and
modernization. The Rating Outlook is Stable. A full list of
ratings follows at the end of this release.

The senior notes will be fully and unconditionally guaranteed on a
senior unsecured basis by Sprint's wholly owned subsidiary, Sprint
Communications, Inc. Sprint fully and unconditionally guarantees
on a senior basis the outstanding securities issuances of Sprint
Communications Inc., Sprint Capital Corporation, Clearwire
Communications LLC and iPCS, Inc. Consequently, Fitch believes
Sprint has created a guarantee structure such that the senior
notes issued at Sprint Capital Corp., Sprint Communications Inc.
and Sprint are pari passu.

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 $26 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 subscribers.

The accelerated network investment to improve capacity, data
bandwidth and customer experience is a key strategic component of
Sprint plans. This includes Sprint's 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 shared 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 Sept. 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 along with this most recent
offering 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 it 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.

Rating Sensitivity/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 free cash flow (FCF)
prospects for the year are approaching breakeven to positive;
-- Improved funds from operations (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.

The ratings of Sprint Corporation and its subsidiaries are 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 at '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'.

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


SPRINT CORP: S&P Assigns 'BB-' Rating to Proposed Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Overland Park, Kan.-based
wireless service provider Sprint Corp.'s proposed senior notes due
2024 (amount to be determined).  The '3' recovery rating indicates
S&P's expectation for meaningful (50%-70%) recovery in the event
of payment default.

S&P expects proceeds from the new debt will be used to fund the
company's network upgrade and to refinance existing debt.

The 'BB-' corporate credit rating on Sprint is unchanged and the
outlook remains stable.  S&P expects net adjusted leverage to be
in the mid-5x area in 2013 although Sprint has reasonable
prospects to reduce leverage to the low-5x area in 2014 due to
margin expansion, which is partially offset by cash used to fund
free operating cash flow deficits for the company's network
upgrade.

RATINGS LIST

Sprint Corp.
Corporate Credit Rating        BB-/Stable/--

New Rating

Sprint Corp.
Senior Notes due 2024          BB-
  Recovery Rating               3


STAR DYNAMICS: To Seek Approval of First-Day Motions Today
----------------------------------------------------------
STAR Dynamics Corporation, the radar systems provider to the U.S.
military, sought bankruptcy protection in Ohio to secure a
breathing room while it seeks a buyer for the assets.

At the Debtor's behest, Judge Charles M. Caldwell will convene an
expedited hearing on the first-day motions on Dec. 12, 2013, at
10:00 a.m.  The Debtor is seeking approval to pay prepetition
trust fund taxes, pay prepetition wages of employees, and grant
adequate assurance of payment to utility companies.

The Debtor said that the relief requested in the first day motions
is essential to maintaining the viability of Debtor's business and
maximizing the value of the business for an eventual sale.

                        About Star Dynamics

Based in Hilliard, Ohio, STAR Dynamics Corp. develops, markets and
sells instrumentation radar systems, including time, space, and
position information ("TSPI") tracking radar systems, in the
United States, the United Kingdom, Europe, Asia and Australia.
STAR's products are typically used in connection with U.S. and
foreign government test ranges, which are dedicated surface and
air spaces where militaries test and train with missiles and other
weaponry.

STAR at present has contracts with the United States military, the
Swedish Defence Materiel Administration (FMV), the Korean ADD, and
the Israeli Ministry of Defense and in the past has done business
with the Taiwan CSIST and France's CNES.

As of the Petition Date, STAR employs 112 individuals on a full-
time basis.

Star Dynamics filed a Chapter 11 petition (Bankr. S.D. Ohio Case
No. 13-59657) on Dec. 10, 2013, in Columbus Ohio, to sell its
assets under 11 U.S.C. Sec. 363.

The Debtor is represented by Thomas R Allen, Esq., at Allen
Kuehnle Stovall & Neuman LLP, in Columbus Ohio.

STAR said that as of Nov. 30, 2013, its books and records reflect
total assets having a book value of $28.5 million, and total
liabilities of $50.9 million.

According to the docket, the Debtor's schedules of assets and
liabilities and statement of financial affairs are due Dec. 24,
2013.

Year to date gross sales through Nov. 30, 2013 were $8.1 million.


STAR DYNAMICS: To Sell Assets in Chapter 11 Amid BAE Suit
---------------------------------------------------------
STAR Dynamics Corporation, the Hilliard, Ohio-based provider of
radar systems to the U.S. military and other countries, said that
amid a contentious litigation against BAE Systems Technology
Solutions & Services Inc. and due to its continuing need for
funding, STAR is seeking to sell its assets while in Chapter 11
bankruptcy.

STAR in October 2013 engaged New York-based investment banking
firm Sagent Advisors, LLC to assist in obtaining a transaction for
a sale of all or substantially all, of STAR's assets.  As a part
of this process, a "data" room has been established and Sagent has
begun the process of cultivating interested parties.

STAR believes that the Chapter 11 bankruptcy process will prove to
be the best forum to maximize the value of its assets through a
transaction for the sale of all or substantially all, of its
assets under Section 363 of the Bankruptcy Code, while at the same
time continuing its day-to-day operations on a "business as usual"
basis.

                           BAE Lawsuit

Proposed counsel, Thomas R. Allen, Esq., at Allen Kuehnle Stovall
& Neuman LLP, explains in bankruptcy court filings that for the
past year, the Debtor has been embroiled in contentious
litigation, styled as BAE Systems Technology Solutions & Services
Inc. v. STAR Dynamics Corporation, Case No 12-CV-014372.

The litigation has been conducted largely under seal due to the
sensitive nature of STAR and BAE's respective businesses.  In its
complaint, BAE asserted six causes of action: (1) misappropriation
of trade secrets under the Ohio Uniform Trade Secrets Act
("OUTSA"); (2) unfair competition; (3) tortuous interference with
contract; (4) tortious interference with prospective business
expectancy; (5) aiding and abetting breach of fiduciary duty; and
(6) aiding and abetting breach of duty of loyalty.

The state court, upon motion of STAR for partial judgment on the
pleadings, dismissed all counts except the count for
misappropriation of secrets.  In June of 2013, prior to the state
court's dismissal of all but one of BAE's claims, BAE moved the
state court to preliminarily enjoin STAR from certain specified
activities.  BAE's motion to preliminarily enjoin STAR was heard
before a magistrate, who issued a recommendation on July 30, 2013.

The July 30 magistrate decision recommended that STAR be enjoined
from further negotiations with certain parties for the purpose of
engaging in a specific project in Europe.  In addition, the
magistrate decision recommended that STAR be enjoined from
engaging in any competitive bidding, or accepting any contracts on
projects for which BAE has submitted a bid, or intends to submit a
bid.  The state court adopted the magistrate decision on that very
same day on an interim basis.  The state court subsequently
entered an order clarifying the injunctive relief previously
granted in the Interim Order, and enjoined STAR on an interim
basis from, inter alia, bidding on specific projects identified by
BAE, using or disclosing any of the alleged trade secretes
identified by BAE, and developing STAR's CSTAR radar system.  STAR
vigorously objected to the magistrate decision, which objection is
still pending before the State Court.

As of the Petition Date, the Interim Order has expired and the
state court has yet to issue a final order relative to BAE's
motion requesting preliminary injunctive relief.

                  $33.5-Million Debt to Becnel

Over the past four years, in addition to institutional lending,
the finances of STAR have been supported by loans and advances
made by Tom Becnel.  In particular, from September of 2009,
through November of 2013, Mr. Becnel has provided funding for STAR
in the aggregate amount of $33,480,000.  As of the Petition Date,
STAR owes Mr. Becnel in excess of $32,000,000.  Mr. Becnel and his
family members own 90% of STAR.

STAR's total liabilities were $50.9 million as of Nov. 30, 2013.

                        About Star Dynamics

Based in Hilliard, Ohio, STAR Dynamics Corp. develops, markets and
sells instrumentation radar systems, including time, space, and
position information ("TSPI") tracking radar systems, in the
United States, the United Kingdom, Europe, Asia and Australia.
STAR's products are typically used in connection with U.S. and
foreign government test ranges, which are dedicated surface and
air spaces where militaries test and train with missiles and other
weaponry.

STAR at present has contracts with the United States military, the
Swedish Defence Materiel Administration (FMV), the Korean ADD, and
the Israeli Ministry of Defense and in the past has done business
with the Taiwan CSIST and France's CNES.

Star Dynamics filed a Chapter 11 petition (Bankr. S.D. Ohio Case
No. 13-59657) on Dec. 10, 2013, in Columbus Ohio, to sell its
assets under 11 U.S.C. Sec. 363.

The Debtor is represented by Thomas R Allen, Esq., at Allen
Kuehnle Stovall & Neuman LLP, in Columbus Ohio.

STAR said that as of Nov. 30, 2013, its books and records reflect
total assets having a book value of $28.5 million, and total
liabilities of $50.9 million.


STAR DYNAMICS: Section 341(a) Meeting Scheduled for Jan. 16
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of STAR Dynamics
Corporation will be held on Jan. 16, 2014, at 10:00 a.m. at Suite
100.

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

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

STAR Dynamics Corporation filed a Chapter 11 petition (Bankr. S.D.
Ohio Case No. 13-59657) on Dec. 10, 2013.  The petition was signed
by Kevin Collis as chief financial officer.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.
ALLEN KUEHNLE STOVALL & NEUMAN LLP serves as the Debtor's counsel.
The Hon. Charles M Caldwell presides over the case.


STAR DYNAMICS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: STAR Dynamics Corporation
           fdba Aeroflex Powell, Inc.
        4455 Reynolds Drive
        Hilliard, OH 43026

Case No.: 13-59657

Chapter 11 Petition Date: December 10, 2013

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Hon. Charles M Caldwell

Debtor's Counsel: Thomas R Allen, Esq.
                  ALLEN KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614)221-8500
                  Fax: 614-221-5988
                  Email: allen@aksnlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The petition was signed by Kevin Collis, chief financial officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim  Claim Amount
   ------                        ---------------  ------------
Actions Et Services              Business Debt       $32,122

Allied Electronics, Inc.         Business Debt       $26,115

Craters & Freighters Global      Business Debt       $38,805
Logistics

DY 4 Inc.                        Business Debt       $31,790

Dynamic Sensor Systems           Business Debt       $26,000

Germane Systems                  Business Debt      $178,730

Gigacom, Inc.                    Business Debt       $86,595

Herley-CTI, Inc.                 Business Debt       $99,000

Hicks Partners LLC               Business Debt       $30,000

K&L Microwave                    Business Debt       $30,460

Parametric Technology Corp.      Business Debt       $24,630

Pegasi Systems International     Business Debt       $55,769

Renew Data                       Business Debt       $40,714

RSFi                             Business Debt       $27,456

Spacek                           Business Debt       $40,490

Steve S. Monas                   Business Debt       $35,913

Stillwater Technologies Inc      Business Debt       $55,025

Vorys Sater Seymour & Pease      Business Debt      $454,189
Attn: Richard D. Schuster
52 East Gay Street
Columbus, OH 43215

Wenzel Associates Inc.           Business Debt      $135,220

Womble Carlyle Sandridge &       Business Debt      $525,583
Rice LLP
Attn: Thomas W. Waldrep, Jr.
One West Fourth Street
Winston Salem, NC 27101


STELLAR BIOTECHNOLOGIES: "C. diff" Patents Issued in U.S., China
----------------------------------------------------------------
Stellar Biotechnologies, Inc., announced the issuance of two
additional patents, in the United States and in China, covering
the Company's active immunotherapy technology for the treatment of
Clostridium difficile infection ("C. diff").

Clostridium difficile is a bacteria found in the intestines that
can cause severe and life-threatening intestinal conditions.  C.
diff infections are at an all-time high and related
hospitalizations have tripled in the last decade.

The two patents, U.S. patent No. 8,597,663 and China patent No.
200880115518.2, describe certain novel cell surface
polysaccharides and their chemical structures with broad claims
covering antigen and vaccine compositions for the treatment,
prevention and diagnosis of C. diff infection.

Stellar holds the exclusive, worldwide rights to develop,
manufacture and sell human vaccines and other products derived
from these patents, licensed from the University of Guelph.  The
license covers intellectual property related to the cell-wall
polysaccharide of C. diff named PSII.

Stellar's technology combines PSII with Stellar KLHTM into an
active immunotherapy approach with potential advantages over other
technologies.

"Our PSII-KLH technology is dramatically different from other
approaches," said Herbert Chow, Ph.D., Stellar's chief technology
officer.  "We are harnessing the body's own immune system to
disrupt the fundamental pathways of C. diff pathogenesis and
transmission, unlike many methods which can only impact disease
symptoms.  These patents strengthen Stellar's intellectual
property and further raise the barriers around our C. diff
platform."

The novel combination of PSII-KLH is designed to activate innate
and adaptive immune systems in the intestines that directly
inhibit spore germination and reduce bacterial burden.  In this
way, Stellar's PSII-KLH vaccine is cell-directed to limit the
extent and spread of disease transmission.  Preliminary
preclinical studies from Stellar's PSII-KLH active immunotherapy
program demonstrated protection against C. diff in mice.

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at May 31, 2013, showed $2.23 million
in total assets, $5.35 million in total liabilities and a $3.11
million total shareholders' deficiency.

"Without raising additional financial resources or achieving
profitable operations, there is substantial doubt about the
ability of the Company to continue as a going concern," the
Company said in its quarterly report for the period ended May 31,
2013.


STEVE & BARRY'S: 2nd Circ. Revives WARN Suit v. Parent
------------------------------------------------------
Law360 reported that the Second Circuit on Dec. 10 partially
revived a class action claiming the parent of Steve & Barry's
should be liable for mass layoffs that preceded the retail chain's
bankruptcy, finding former employees could pursue claims against
the retailer's nonbankrupt parent but not its private equity
investors.

According to the report, a three-judge panel ruled that the New
York federal judge had correctly dismissed the private equity
defendants from the Worker Adjustment and Retraining Notification
Act suit because they were investors and not "single employers."

The appellate case is Guippone v. BH SBHoldings LLC, Case No. 12-
183 (3rd. Cir.).

                        About Steve & Barry's

Headquartered in Port Washington, New York, Steve and Barry's LLC
-- http://www.steveandbarrys.com/-- is a national casual apparel
retailer that offers high quality merchandise at low prices for
men, women and children.  Founded in 1985, the company operates
276 anchor and junior anchor shopping center and mall-based
locations throughout the U.S.  The discount clothing chain's
brands include the BITTEN(TM) collection, the first-ever apparel
line created by actress and global fashion icon Sarah Jessica
Parker, and the STARBURY(TM) collection of athletic and lifestyle
apparel and sneakers created with NBA (R) star Stephon Marbury.

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 protection on July 9, 2008 (Bankr.
S.D.N.Y. Lead Case No. 08-12579).  Lori R. Fife, Esq., and Shai
Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the
Debtors in their restructuring efforts.

Diana G. Adams, United States Trustee for Region 2, has appointed
seven members to the Official Committee of Unsecured Creditors in
the Debtors' Chapter 11 cases.

On Aug. 22, 2008, the Debtors obtained permission from the Court
to sell substantially all of their assets for $168 million to a
joint venture by Bay Harbour Management and York Capital, BHY S&B
Holdings, LLC.  Under the terms of the purchase agreement,
majority of the Debtors' 276 stores will remain open.

Pursuant to the Purchase Agreement, the Court authorized 51
Debtors to change their corporate names.  Lead Debtor Steve &
Barry's Manhattan LLC (Case No. 08-12579) has been changed to
Stone Barn Manhattan LLC.  Parent company Steve & Barry's LLC
(Case No. 08-12615) is now known as Steel Bolt LLC.

When the Debtors filed for bankruptcy, they disclosed $693,492,000
in total assets and $638,086,000 in total debts.


SUNTECH POWER: Bondholders Face Off Over Bankruptcy Case
--------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that two
major investors who bought some of the $540 million worth of U.S.
bonds issued by Chinese solar-panel maker Suntech Power Holdings
Co. are fighting a bid by a smaller group of bond investors to
force the company into bankruptcy.

According to the report, investment firms Clearwater Capital
Partners LLC and a Spinnaker Capital Group affiliate told a
bankruptcy judge on Dec. 9 that allowing the Chapter 7 bankruptcy
for Suntech to move forward would result in a smaller recovery
than under the restructuring plan that's in the works for the
company, which was once the world's largest solar panel maker,
according to papers filed in U.S. Bankruptcy Court in Manhattan.

Earlier this year, Suntech executives began negotiating with an
investor backed by a local government in China to invest $150
million in a deal that would allow the company to become a
distributor within the solar-power industry's supply chain, the
report related.  Some of the cash investment -- plus some
ownership of the reorganized company -- could flow to the roughly
$ 540 million in U.S. convertible bonds the company defaulted on
in March, according to earlier court papers.

Bondholders who want the bankruptcy dismissed said that they
represent more than half of the company's U.S. bond debt, the
report further related.  The Chapter 7 bankruptcy case, filed on
Oct. 14, was initiated by bondholders who are owed about $1.6
million, which Suntech officials calculated to be only 0.27% of
its debt.

In the Dec. 9 court papers, the larger bondholder group said that
the smaller group has threatened to liquidate Suntech using a
Chapter 7 bankruptcy in an attempt "to "shake the tree" in hopes
of being paid off," the report added.

                         About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White
Plains, New York.


TABERNACLE CHURCH OF BOSTON: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Greater Love Tabernacle Church of Boston, Massachusetts
        101 NightingaleStreet
        Dorchester, MA 02124

Case No.: 13-17099

Chapter 11 Petition Date: December 10, 2013

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Joan N. Feeney

Debtor's Counsel: Michael J. Goldberg, Esq.
                  CASNER & EDWARDS, LLP
                  303 Congress Street
                  Boston, MA 02210
                  Tel: (617) 426-5900
                  Fax: (617) 426-8810
                  Email: goldberg@casneredwards.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,001 to $1 million

The petition was signed by Pastor William Dickinson, president.

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


TELECOMMUNICATIONS MGMT: Downgraded to B Corporate
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Telecommunications Management LLC, a
telecommunications provider also known as NewWave, has a B
corporate rating after the one-step downgrade on Dec. 10 by
Standard & Poor's.

According to the report, S&P based the downgrade on the company's
limited size, compared to peers, along with "below-average
profitability."

On the plus side, the Sikeston, Missouri-based company has
"adequate" liquidity, S&P said.


TENGION INC: Reports $7.26-Mil. Net Loss in Sept. 30 Quarter
------------------------------------------------------------
Tengion, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $7.26 million for the three months ended Sept. 30, 2013,
compared to a net loss of $4.57 million for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed $12.43
million in total assets, $23.78 million in total liabilities, and
stockholders' deficit of $11.34 million.

The company said, "If we are unable to obtain adequate financing
on a timely basis, we may be required to delay, reduce the scope
of or eliminate one or more of our development programs, reduce
our personnel, or default on our outstanding debt and contractual
obligations, any of which could raise substantial doubt about our
ability to continue as a going concern and remain in business."

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

                       http://is.gd/XqnUFy

                          About Tengion

Tengion, a clinical-stage biotechnology company, has pioneered the
Organ Regeneration Platform(TM) that enables the Company to create
proprietary product candidates that are intended to harness the
intrinsic regenerative pathways of the body to produce a range of
native-like organs and tissues.  Tengion's product candidates seek
to eliminate the need to utilize other tissues of the body for a
purpose to which they are poorly suited, procure donor organs or
administer anti-rejection medications.

The Company's balance sheet at June 30, 2012, showed $6.06 million
in total assets, $9.02 million in total liabilities and a $2.96
million total stockholders' deficit.

                         Bankruptcy Warning

Cash, cash equivalents and short-term investments at June 30,
2012, were $3.7 million, representing 60.8% of total assets.

The Company is currently appealing a notice of delisting from the
NASDAQ Stock Market for failure to maintain minimum stockholders'
equity.  If the Company's common stock is delisted and is not
subsequently listed on another national securities exchange, the
Company would be required to pay the cash settlement value for
certain of its outstanding warrants.

"We will need to raise additional funds to complete the Phase 1
clinical trial for our Neo-Urinary Conduit and our preclinical
research and development activities for our Neo-Kidney Augment,"
the Company said in its quarterly report for the period ended
June 30, 2012.  "We will need to raise additional funds through
collaborative arrangements, public or private sales of debt or
equity securities, commercial loan facilities, or some combination
thereof.  There is no assurance that such financing will be
available or, if available, on terms acceptable to us.  Without
additional capital, the Company will not be able to remain in
business and will likely need to seek protection under the United
States bankruptcy laws."


TWIN DEVELOPMENT: Trustee Wants Fees Paid When Case Is Dismissed
----------------------------------------------------------------
Tiffany L. Carroll, the Acting U.S. Trustee, filed a response to
the Bankruptcy Court's order to show cause why Twin Development
LLC's case must not be converted to Chapter 7 or dismissed.

The U.S. Trustee believes that cause exists to convert or dismiss
the case.  The U.S. Trustee notes that the Debtor is 100% owned by
Wallace Benward, the manager of the Debtor.  The case has been
pending as voluntary Chapter 11 case since March 19, with no
payments of the U.S. Trustee fees for the entire case.

If the Court decides to dismiss the case, the U.S. Trustee
requests that the Debtor be directed to pay the quarterly fees in
the amount of $1,301.

                   About Twin Development, LLC

Twin Development, LLC, filed a Chapter 11 petition (Bankr. S.D.
Cal. Case No. 13-02719) on March 19, 2013.  The petition was
signed by Wallace Benwart as manager.  The Debtor scheduled assets
of $55,800,000 and liabilities $38,027,600.

The Debtor is represented by James Andrew Hinds, Jr., Esq., at
Hinds Shankman, LLP.


U.S. FOODS: S&P Puts 'B' CCR on CreditWatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Rosemont, Ill.-based US Foods Inc., including its 'B' corporate
credit rating, on CreditWatch with positive implications.  Total
debt outstanding as of Sept. 28, 2013 was approximately
$4.8 billion.

The CreditWatch placement follows the announcement that Sysco and
US Foods will merge in a partially debt-financed transaction.  If
the transaction closes as planned, US Foods would merge into the
larger and financial stronger Sysco.

"Assuming the transaction closes, we expect to raise our corporate
credit rating on US Foods to the level of Sysco upon completion of
the transaction," said Standard & Poor's credit analyst Jerry
Phelan.  "We would then likely withdraw all of the US Foods
ratings."

Alternatively, if the transaction is not completed, Standard &
Poor's would likely affirm all of US Foods ratings and remove them
from CreditWatch.


UNITED RENTALS: S&P Raises CCR to BB- & Removes Rating from Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Greenwich, CT-based United Rentals Inc.
(URI) to 'BB-' from 'B+'.  At the same time, S&P removed the
rating from CreditWatch, where it placed it with positive
implications on Nov. 26, 2013.  The outlook is stable.  S&P also
raised the issue-level ratings on the company's debt one notch and
removed them from CreditWatch positive, where S&P placed them on
Nov. 26, 2013.  The recovery ratings on the debt issues remain
unchanged.

"We base our upgrade primarily on a reassessment of the importance
of scale in URI's business risk profile," said Standard & Poor's
credit analyst Sarah Wyeth.  "We expect the company to generate
more than $5 billion in revenues in 2014.  We believe that this
somewhat offsets its presence in the highly cyclical and
competitive equipment rental industry".  S&P assess URI's
profitability as "above average" and its competitive position as
"fair."

The outlook is stable.  "We believe that the slow growth
conditions that benefit the industry should continue through
2014," said Ms. Wyeth.  "We expect URI to generate positive free
cash flow while it purchases enough equipment to meet demand."
Although leverage, as measured by debt to EBITDA, should remain
within the 3x-4x range, FOCF to debt will likely hover at about
5%.  S&P believes these metrics are appropriate for the
"aggressive" financial risk profile assessment.

S&P could consider a downgrade if the business conditions in the
equipment rental industry deteriorate to an extent that S&P
expected leverage, as measured by debt to EBITDA, to increase to
more than 5x.  This could occur if the company did not curtail its
capital expenditures in time to reduce debt before the earnings
drop.

Although less likely, S&P could consider an upgrade if leverage
metrics, including FOCF to debt, improved to levels that could
support a "significant" financial risk profile assessment.  This
could occur if, for instance, S&P expected FOCF to debt to
increase to and remain above 10% and debt to EBITDA to decline to
and remain less than 3x.


VIOLIN MEMORY: Incurs $34.11-Mil. Net Loss in Oct. 31 Quarter
-------------------------------------------------------------
Violin Memory, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $34.11 million on $28.31 million of total revenue for the three
months ended Oct. 31, 2013, compared to a net loss of $25.4
million on $20.6 million of total revenue for the same period last
year.

The Company's balance sheet at Oct. 31, 2013, showed $217.32
million in total assets, $75.54 million in total liabilities, and
stockholders' equity of $141.78 million.

The Company said in the Form 10-Q, "We have incurred recurring
operating losses and negative cash flows from operating activities
since inception through October 31, 2013, and we have an
accumulated deficit of over $296.0 million as of October 31, 2013.
Through October 31, 2013, we have not generated any cash from
operations and have relied primarily on the proceeds from equity
offerings, debt financing and credit facilities to fund our
operations.  These matters raise substantial doubt about our
ability to continue as a going concern.  Our ability to continue
as a going concern is dependent upon our obtaining the necessary
financing to fund our operations."

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

                       http://is.gd/zgDxp6

Violin Memory develops and supplies memory-based storage systems
for high-speed applications, servers and networks in the Americas,
Europe and the Asia Pacific.


WEST AIRPORT: WAP Holdings' Motion to Prohibit Cash Use Denied
--------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida, in a final order, authorized West
Airport Palms Business Park, LLC, to use cash collateral
consistent with the second interim order granting the Debtor's
request.

The Court denied WAP Holdings LLC's motion to prohibit continued
use of cash collateral and to require debtor to file debtor-in-
possession reports.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
WAP Holdings -- the assignee to First-Citizens Bank & Trust
Company, as the holder of a loan secured by a first priority lien
on substantially all of the assets of West Airport Palms Business
Park, LLC -- asked the Court to prohibit the continued use of cash
collateral and to require the Debtor to file delinquent monthly
operating reports.

WAP Holdings said that on Oct. 16, 2013, First-Citizens Bank &
Trust Company assigned its liens and claim against the Debtor to
it.  According to WAP, the Debtor has not filed a monthly report
since Aug. 30, 2013 (for the period July 2, 2013, until July 31,
2013).

WAP explained that without the monthly operating reports, the
creditors and the Court cannot determine whether the Debtor has
been operating in compliance with the budget or whether
there are funds over and above the amounts in the budget that have
been received and should be held for the benefit of or paid to
WAP.  Thus, WAP tells the Court that it does not consent to any
further use of its cash collateral.

              About West Airport Palms Business Park

Headquartered in Miami, Florida, West Airport Palms Business Park,
LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on
July 2, 2013.  Judge Robert A. Mark presides over the case.  James
Schwitalla, Esq., represents the Debtor as counsel.  In its
petition, the Debtor scheduled assets of $14,440,419 and
liabilities of $9,284,422.  The petition was signed by Alexander
Montero, managing member.

The U.S. Trustee said that an official committee has not been
appointed in the case.  The U.S. Trustee reserves the right to
appoint such a committee if interest developed among the
creditors.


WESTERN FUNDING: Auction on Dec. 18; Plan Hearing 2 Days Later
--------------------------------------------------------------
Western Funding Incorporated late last month won approval to begin
soliciting votes for its Chapter 11 plan, which contemplates the
sale of the business to rival Carfinco Financial Group, Inc.,
absent higher and better offers at a court-sanctioned auction.

With the approval of the explanatory disclosure statement, Western
Funding has scheduled a hearing on Dec. 20, 2013 at 9:30 a.m. for
confirmation of its Chapter 11 plan.

According to the disclosure statement order entered on Nov. 26,
2013, parties who received solicitation packages must return their
ballots no later than Dec. 17, 2013 at 5:00 p.m.  Objections to
confirmation of the Plan are also due Dec. 17, and replies to any
objections must be filed no later than Dec. 19, 2013 at 12 noon.

The court approved the disclosure statement notwithstanding
objections filed by the Official Committee of Unsecured Creditors,
The Class B Members of Harbor Structured Finance, LLC, and Mark
Finston and James B. Hadden.  The Creditors Committee said that
the Disclosure Statement should not be approved for solicitation
because it describes an unconfirmable plan.  The Committee
complains, among other things that, (i) the Plan proposes to grant
the senior lenders liens to assets that are to be transferred to
the liquidating trust even though the lenders do not hold
prepetition liens on those assets; and the Plan provides third-
party releases in violation of 11 U.S.C. Sec. 524(e) and 1129(a)
and Ninth Circuit precedent.

                           Sale-Based Plan

The Debtors have agreed to sell all newly issued and outstanding
capital stock of WFI and Global Track GPS, LLC, to Carfinco for a
purchase price equal to 70% of the net finance receivables, absent
higher and better offers.  The Debtors also intend to sell their
Las Vegas property to Carfinco for $500,000, subject to
adjustments.

The bid procedures approved by the bankruptcy judge on Nov. 26
provides that the auction is currently set to commence on Dec. 18
at 9:00 a.m. (PST).  The Carfinco-led auction will take place at
the law offices of Lewis Roca Rothgerber, 3993 Howard Hughes
Parkway, Suite 600, Las Vegas, Nevada 89169.  If no competing bids
are received by the Dec. 16 bid deadline, the Debtors won't move
forward with the auction and would seek approval of the sale to
Carfinco at the sale hearing.

On Nov. 26, 2013, the Debtors filed a motion to approve stock
purchase agreement with Carfinco and bid procedures in connection
with the sale of the Las Vegas Property.  The Debtors also
contemplate a Dec. 18 auction for the Las Vegas Property.

Under the Plan, the senior secured lender will be paid from the
proceeds of the sale.  In the event the senior secured claims are
paid in full, the liquidating trust will distribute the excess
amount to general unsecured creditors.  To the extent the amount
received by the senior lender is less than the amount of its
senior secured claims, the shortfall will be a senior secured
deficiency claim and will be treated as an allowed general
unsecured claim.  Holders of general unsecured claims will receive
from the liquidating trust their pro rata share of the proceeds
from avoidance actions, and any sales of excluded real properties.

After closing of the sale, the Debtors' assets will consist of the
sale proceeds, avoidance actions and real property.

A copy of the disclosure statement approved by Judge Laurel E.
Davis at the Nov. 25 hearing is available for free at:

   http://bankrupt.com/misc/Western_Funding_DS_112613.pdf

Senior secured creditor BMO Harris Bank N.A., which is owed not
less than $30.9 million, supports confirmation of the Plan.

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., is a specialized
consumer finance company providing automobile financing to
borrowers with limited access to traditional credit.

WFI and affiliates Western Funding Inc. of Nevada, and Global
Track GPS, LLC, 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 of the Petition Date, the Debtors' principal assets included
$44.9 million in finance receivables, $1.53 million in land and
building assets, $400,000 in real property and $754,000 in
furniture and equipment.


WORLD TRADE BUSINESS: Must Surrender Leased Premises to Landlord
----------------------------------------------------------------
District Judge Richard J. Arcara for the Western District of New
York denied the request of World Trade Business Associations,
Inc., for a stay pending its appeal from a bankruptcy court order
that required the debtor to immediately surrender leased non-
residential premises to the landlord.

World Trade Business Associations, Inc., is the proprietor of a
restaurant known as "Ying's Wings and Things", located in premises
at 2309 Eggert Road, Tonawanda, New York, leased from BG ODP
Tonawanda, LLC.

Ying's argues that it will be unable to reorganize, it will have
to liquidate its assets, and all of its creditors will suffer
unnecessary losses, if it is required to surrender the lease and
leased premises to its creditor-landlord, BG ODP, before the
appeal is decided.

Ying's seeks reversal on appeal of an Order of the Bankruptcy
Court for the Western District of New York, entered June 26, 2013,
by Bankruptcy Judge Michael J. Kaplan, No. 12-11797.  The Order
denied Ying's motion pursuant to 11 U.S.C. Sec. 365(a) and (b) to
assume the lease, and granted BG ODP's cross-motion for immediate
surrender of the lease and leased premises pursuant to Sec.
365(d)(4), for "reasons stated on the record at the hearing on
April 10, 2013 and June 19, 2013."  The Bankruptcy Court
apparently ruled that Ying's failed to satisfy the requirement of
Sec. 365(b)(1) that a debtor either cure a default of an unexpired
lease by paying past-due rent, or provide adequate assurance of
cure by periodic payments.

In denying Ying's motion for a stay pending appeal, the District
Judge said Ying's has not provided to the Court transcripts or
other information sufficient for the Court to evaluate the
Surrender Order and whether it is likely to be reversed on appeal.
Ying's also has not provided the reasons stated by the Bankruptcy
Court for denying an initial motion for a stay pending appeal.
Ying's therefore fails to meet its burden of proof to make a
strong showing it is likely to succeed on the merits of its
appeal, and otherwise fails to meet requirements for entry of a
stay pending appeal.

A copy of the District Court's Dec. 9, 2013 Decision and Order is
available at http://is.gd/ADKOj3from Leagle.com.

World Trade Business Associations -- fka World Trade Business
Associates, Inc., and Haibo, Inc., and dba Yings Wings and Things
-- filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No. 12-
11797) on June 5, 2012, listing under $1 million in both assets
and debts.  Robert B. Gleichenhaus, Esq., at Gleichenhaus,
Marchese & Weishaar, P.C., serves as the Debtor's counsel.  A copy
of the petition is available at no charge at
http://bankrupt.com/misc/nywb12-11797.pdf


YRC WORLDWIDE: Continues to Execute Long-Planned Refinancing Plan
-----------------------------------------------------------------
YRC Worldwide Inc. said it is continuing to execute on its plan to
refinance its capital structure by successfully achieving yet
another milestone.  "The affirmative vote from local IBT leaders
allows us to begin the ratification process by which the company
is seeking to extend the current MOU [Memorandum of Understanding]
to March 31, 2019, gain additional operating flexibilities in
areas such as the increased use of purchased transportation and
utility employees, among others and allows us to move forward with
our effort to refinance the company's balance sheet," stated YRC
Worldwide CEO James Welch.

"This has been a long, two-year journey that started with shedding
non-core assets which led to an intense focus back on our core
business - North American LTL.  Now, with improved results,
renewed focus on our people and our processes and support from our
single largest partner, we are at the stage where we can finally
address the bloated balance sheet that we inherited when we took
over in July 2011.  We have pursued a deliberate strategy to
improve both our operations and our balance sheet, and we will
constantly work to improve margins and returns for our investors.
This agreement and our contemplated financings will be the final
hurdle we need to clear to have a strong, stable business, which
will provide great value for our stakeholders, job security for
our employees and improved service for our customers," added
Welch.

"Our union and non-union employees have played a critical role in
YRC Worldwide emerging from the economic downturn and previous
management missteps, and we are now driving down the road to
recovery.  We appreciate the sacrifices that all of our employees
and their families have made," said Welch.  "The good news is our
proposed agreement will not cut current wages of existing
employees or reduce their health and pension contributions, which
were important considerations as we designed the proposal to cut
costs and improve service in this competitive industry
environment," Welch stated.  Savings from the proposed agreement
and other corporate initiatives are forecasted to be approximately
$100 million per annum; the majority of which would have been
realized if the agreement would have been in place at the
beginning of 2013.

"It has not been without its challenges, but we are pleased with
our refinancing progress to date and believe that with this
agreement and resulting savings we will be able to not only
delever the balance sheet and extend our maturities, but will also
be able to decrease our interest expense," said YRC Worldwide CFO
Jamie Pierson.

"With this agreement to vote in hand, we are now focusing on
getting out to the front lines where the real work occurs and
communicating with our hardworking men and women about why this
new proposed agreement is critical to our company's future.  The
foundation of this company's strength is the support of many
stakeholders including our employees, lenders, shareholders and,
most importantly, our customers," added Pierson.

Pierson went on to say, "The effectiveness of ratification is
conditioned on the company receiving a majority vote to adopt the
proposed agreement from the bargaining unit employees and retiring
at least 90% of the outstanding Series A and B Notes through a
range of potentially deleveraging options.  The effectiveness is
also conditioned on the company making reasonable efforts to
refinance the existing Credit Agreement and ABL facility on terms
that are better than those that are currently in place.  We have
been working in earnest with both Credit Suisse and MAEVA to those
ends."

The company anticipates that the ratification process will be
completed on Jan. 8, 2014, and expects the IBT will announce
results soon thereafter.

"If we are unable to extend our existing union agreements, we may
be unable to refinance or restructure the portions of our debt
which mature in 2014, which would have a material adverse effect
on our business, financial condition and results of operations.
Any deterioration in our relationship with our unions could also
place us at a disadvantage relative to our nonunion competitors,"
the Company said in a regulatory filing with the U.S. Securities
and Exchange Commission.

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

                         http://is.gd/FUaEub

                         About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


ZALE CORP: Stockholders Elect Nine Directors
--------------------------------------------
Zale Corporation held its annual meeting on Dec. 5, 2013, at which
the stockholders elected Neale Attenborough, Yuval Braverman,
Terry Burman, David F. Dyer, Kenneth B. Gilman, Theo Killion, John
B. Lowe, Jr., Joshua Olshansky and Beth M. Pritchard were elected
as directors for terms that will expire at the 2014 annual meeting
of stockholders.  A proposal to amend the Zale Corporation 2011
Omnibus Incentive Plan was approved.  The stockholders approved on
a non-binding advisory basis the compensation of the Company's
executives and ratified the appointment of Ernst & Young LLP as
the Company's independent registered public accounting firm for
the fiscal year ending July 31, 2014.

                    2011 Incentive Plan Amendment

The Board of Directors of Zale Corporation approved an amendment
to the Zale Corporation 2011 Omnibus Incentive Compensation Plan
on Sept. 26, 2013, subject to stockholder approval.

The 2011 Omnibus Incentive Plan provides for the grant to
officers, employees, and other service providers of the Company
and its affiliates of options to purchase shares of the Company's
common stock and other awards, which awards may be incentive stock
options, non-qualified stock options, stock appreciation rights,
restricted stock awards, restricted stock units, incentive awards,
other stock awards, dividend equivalents and cash awards.  The
2011 Omnibus Incentive Plan replaced the Company's 2003 Stock
Incentive Plan and the Company's Non-Employee Directors' Equity
Compensation.

Under the amended 2011 Omnibus Incentive Plan, the maximum
aggregate number of shares of Common Stock which may be subject to
Awards under the plan is (i) 2,217,270 shares of Common Stock
minus (ii) that number of shares of common stock that are
represented by awards granted after Sept. 30, 2013.  If after
Sept. 30, 2013, awards previously granted under the Prior Plans
subsequently expire or otherwise lapse, are terminated or
forfeited or are settled in cash, or are exchanged, with the
permission of the Company's Compensation Committee, for awards (or
Awards under the 2011 Omnibus Incentive Plan) not covering shares
of common stock, the shares of common stock subject to such awards
(or Awards under the 2011 Incentive Plan) will be added to the
maximum aggregate number of shares of common stock to which Awards
may be subject under the 2011 Omnibus Incentive Plan.  In
addition, shares that are not issued after Sept. 30, 2013, under
the Prior Plans as a result of a net settlement of an award,
tendered to pay the exercise or purchase price or withholding
taxes relating to an award, or purchased on the open market with
the proceeds of the exercise or purchase price of an award, will
be available for Awards under the 2011 Omnibus Incentive Plan.

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corporation disclosed net earnings of $10.01 million on $1.88
billion of revenues for the year ended July 31, 2013, as compared
with a net loss of $27.31 million on $1.86 billion of revenues for
the year ended July 31, 2012.

As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.


* Overpayment of Spousal Support Held Non-Dischargeable
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a former spouse who received an overpayment of
support will find the resulting debt not dischargeable in a
Chapter 7 bankruptcy, according to a Dec. 9 opinion by the U.S.
Court of Appeals in Denver.

According to the report, in divorcing, the wife was awarded $2,500
a month in support for 10 years or until she remarried. After
divorce, the husband went to the state matrimonial court saying
the former wife was living with a man in a "marriage-like"
arrangement.

The matrimonial court awarded him about $50,000 for overpayment of
support. The former wife then filed bankruptcy.

The bankruptcy court ruled that the overpayment represented a debt
not discharged under Section 523(a)(15) of the Bankruptcy Code.
The lower court also ruled that the debt wasn't discharged under
Section 523(a)(5) as a "domestic support obligation."

The Tenth Circuit in Denver upheld both conclusions.

The debt didn't qualify as a support obligation because it wasn't
for support of the former husband.

On the other hand, the debt wasn't discharged under subsection
(a)(15) because it fell within the plain meaning of a debt to a
former spouse as part of a divorce. The wife unsuccessfully argued
that the plain meaning rule shouldn't be invoked when the result
was contrary to congressional intent.

The case is Taylor v. Taylor (In re Taylor), 12-2163, U.S. Tenth
Circuit Court of Appeals (Denver).


* FDIC OKs Publication Of Strategy for Big Bank Wind-Downs
----------------------------------------------------------
Law360 reported that the Federal Deposit Insurance Corp. on Dec.
10 readied for publication a strategy for taking apart a failed
global financial institution as required under the Dodd-Frank Act,
saying its plan would hold shareholders, debt holders and
"culpable management" accountable for the failure of the firm.

According to the report, the FDIC's Board of Directors approved
for publication in the Federal Register the so-called Single Point
of Entry strategy for the resolution of Systemically Important
Financial Institutions. The strategy will be open for public
comment for 60 days after publication.


* Volcker Rule Challenges Wall Street
-------------------------------------
Justin Baer and Julie Steinberg, writing for The Wall Street
Journal, reported that a broad new government rule to limit risk-
taking by Wall Street will force banks to rethink virtually every
aspect of their trading activities, setting the stage for more
tumult at the largest U.S. financial institutions.

According to the report, the so-called Volcker rule, approved by
five financial regulatory agencies on Dec 10, could lop as much as
$10 billion total in yearly pretax profit from the eight largest
U.S. banks through lower revenue and higher compliance costs,
according to estimates from Standard & Poor's.

The 953-page edict, part of the 2010 Dodd-Frank financial
overhaul, codifies and restricts the way banks trade securities,
the report said. It curbs banks' ability to bet with their own
capital and forces them to draw bright lines separating trades for
clients from trades to limit their risks and so-called proprietary
bets.

Named for Paul Volcker, the former Federal Reserve chairman, the
rule extends the government's reach into Wall Street's most
profitable core, the report related.  Proprietary trading helped
fuel the financial-services industry's climb to dizzying heights
in the years leading up to the financial crisis?and created
millionaires within the biggest banks.

The rule "will help the stability of the broader economy" by
restoring trust and confidence in banks, Mr. Volcker told The Wall
Street Journal on Dec. 10.


* House, Senate Negotiators Reach Budget Deal
---------------------------------------------
Lori Montgomery, writing for The Washington Post, reported that
House and Senate negotiators unveiled an $85 billion agreement
late on Dec. 10 to fund federal agencies through the fall of 2015,
averting another government shutdown and ending the cycle of
crisis that has paralyzed Washington for much of the past three
years.

According to the report, in a rare display of bipartisan
cooperation, House Budget Committee Chairman Paul Ryan (R-Wis.)
stood side by side in the Capitol with Senate Budget Committee
Chairman Patty Murray (D-Wash.) to announce the deal, which would
cancel half of the sharp spending cuts known as the sequester for
the current fiscal year.

"I am very proud to stand here today with Chairman Ryan to say
that we have broken through the partisanship and gridlock and
reached a bipartisan budget compromise," Murray said, calling the
agreement "an important step in helping to heal some of the wounds
here in Congress and show we can do something without another
crisis around the corner," the report cited.

Ryan called the agreement "a step in the right direction" that
protects the Pentagon from fresh cuts set to hit in January while
trimming deficits by more than $20 billion over the next decade,
the report related.

With the deal already under fire from conservatives for weakening
the sequester, Ryan argued that the package represents "a clear
improvement on the status quo" by replacing one-time cuts to
agency budgets with permanent savings from other programs, the
report further related.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Saad Fathi
   Bankr. C.D. Cal. Case No. 13-38741
      Chapter 11 Petition filed December 4, 2013

In re David Barefield
   Bankr. E.D. Cal. Case No. 13-07523
      Chapter 11 Petition filed December 4, 2013

In re Craig Nickelson
   Bankr. M.D. Fla. Case No. 13-07141
      Chapter 11 Petition filed December 4, 2013

In re John Arnold
   Bankr. N.D. Fla. Case No. 13-50459
      Chapter 11 Petition filed December 4, 2013

In re Anthony Graves
   Bankr. S.D. Ind. Case No. 13-12697
      Chapter 11 Petition filed December 4, 2013

In re BKJ Development & Management Co, LLC
   Bankr. D. Md. Case No. 13-30342
     Chapter 11 Petition filed December 4, 2013
         See http://bankrupt.com/misc/mdb13-30342.pdf
         represented by: Randy McRae, Esq.
                         E-mail: rmcrae55@verizon.net

In re Sun Carriers, Inc.
   Bankr. N.D. Tex. Case No. 13-45568
     Chapter 11 Petition filed December 4, 2013
         See http://bankrupt.com/misc/txnb13-45568.pdf
         represented by: Marilyn D. Garner, Esq.
                         LAW OFFICES OF MARILYN D. GARNER
                         E-mail: mgarner@marilyndgarner.net

In re Donald Smolich
   Bankr. W.D. Wash. Case No. 13-20548
      Chapter 11 Petition filed December 4, 2013

In re Jai Property, LLC
   Bankr. W.D. Wis. Case No. 13-15797
     Chapter 11 Petition filed December 4, 2013
         See http://bankrupt.com/misc/wiwb13-15797.pdf
         represented by: David A. Lange, Esq.
                         KREKELER STROTHER, S.C.
                         E-mail: dlange@ks-lawfirm.com

In re Carl Weinstein
   Bankr. D. Ariz. Case No. 13-20927
      Chapter 11 Petition filed December 5, 2013

In re Ingrid Rodriguez
   Bankr. C.D. Cal. Case No. 13-17575
      Chapter 11 Petition filed December 5, 2013

In re D.N.S.A., Inc.
   Bankr. S.D. Cal. Case No. 13-11745
     Chapter 11 Petition filed December 5, 2013
         See http://bankrupt.com/misc/casb13-11745.pdf
         represented by: Quintin G. Shammam, Esq.
                         LAW OFFICES OF QUINTIN G. SHAMMAM
                         E-mail: Quintin@shammamlaw.com

In re Kil Lee
   Bankr. N.D. Ill. Case No. 13-46791
      Chapter 11 Petition filed December 5, 2013

In re Erasto Alcantar
   Bankr. D. Nev. Case No. 13-20138
      Chapter 11 Petition filed December 5, 2013

In re 1323 Sutter, LLC
   Bankr. E.D.N.Y. Case No. 13-47286
     Chapter 11 Petition filed December 5, 2013
         See http://bankrupt.com/misc/nyeb13-47286.pdf
         represented by: Narissa A Joseph, Esq.
                         LAW OFFICE OF NARISSA JOSEPH
                         E-mail: njosephlaw@aol.com

In re Ultimat Security, Inc.
   Bankr. E.D.N.Y. Case No. 13-76118
     Chapter 11 Petition filed December 5, 2013
         See http://bankrupt.com/misc/nyeb13-76118.pdf
         represented by: Richard V. Kanter, Esq.
                         E-mail: rkanter111@aol.com

In re Franklin Valley Associates, LLC
   Bankr. M.D. Pa. Case No. 13-06216
     Chapter 11 Petition filed December 5, 2013
         See http://bankrupt.com/misc/pamb13-06216.pdf
         represented by: John H. Doran, Esq.
                         DORAN & DORAN, P.C.
                         E-mail: jdoran@doran-law.net

In re Robert Denne
   Bankr. W.D. Pa. Case No. 13-25085
      Chapter 11 Petition filed December 5, 2013

In re David O'Brien
   Bankr. N.D. Tex. Case No. 13-36353
      Chapter 11 Petition filed December 5, 2013

In re VADA Group, Ltd.
        dba Hooligan's Bar & Grill
   Bankr. W.D. Tex. Case No. 13-53335
     Chapter 11 Petition filed December 5, 2013
         See http://bankrupt.com/misc/txwb13-53335.pdf
         represented by: David T. Cain, Esq.
                         LAW OFFICE OF DAVID T. CAIN
                         E-mail: caindt@swbell.net
In re Phillip Gillette
   Bankr. S.D. Ala. Case No. 13-04289
      Chapter 11 Petition filed December 6, 2013

In re Charlie Brandt Tire, LLC
   Bankr. D. Ariz. Case No. 13-20952
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/azb13-20952.pdf
         represented by: Pernell W. Mcguire, Esq.
                         DAVIS MILES MCGUIRE GARDNER, PLLC
                         E-mail: pmcguire@davismiles.com


In re PB&J Bryant, Inc.
        dba Fruit and Salad Company, Inc.
   Bankr. W.D.N.Y. Case No. 13-21764
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/nywb13-21764.pdf
         represented by: David S. Stern, Esq.
                         ELLIOTT, STERN, & CALABRESE, LLP
                         E-mail: dstern@phetersonstern.com

In re Capitol Waste Transfer, LLC
   Bankr. E.D.N.C. Case No. 13-07568
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/nceb13-07568.pdf
         represented by: William P. Janvier, Esq.
                         JANVIER LAW FIRM, PLLC
                         E-mail: bill@janvierlaw.com

In re Debris Removal Partners, LLC
   Bankr. E.D.N.C. Case No. 13-07570
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/nceb13-07570.pdf
         represented by: William P. Janvier, Esq.
                         JANVIER LAW FIRM, PLLC
                         E-mail: bill@janvierlaw.com

In re Shotwell Transfer Station II, Inc.
   Bankr. E.D.N.C. Case No. 13-07572
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/nceb13-07572.pdf
         represented by: William P. Janvier, Esq.
                         JANVIER LAW FIRM, PLLC
                         E-mail: bill@janvierlaw.com

In re King's Grading, Inc.
   Bankr. E.D.N.C. Case No. 13-07573
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/nceb13-07573.pdf
         represented by: William P. Janvier, Esq.
                         JANVIER LAW FIRM, PLLC
                         E-mail: bill@janvierlaw.com

In re Pete Enterprises, Inc.
   Bankr. N.D. Ohio Case No. 13-18480
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/ohnb13-18480.pdf
         represented by: Richard H. Nemeth, Esq.
                         NEMETH & ASSOCIATES, LLC
                         E-mail: rnemeth@ohbklaw.com

In re Dakota Plumbing Service, Inc.
   Bankr. D. S.D. Case No. 13-30034
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/sdb13-30034.pdf
         represented by: David J. Fransen, Esq.
                         FRANSEN LAW OFFICE
                         E-mail: fransenlaw@qwestoffice.net

In re Orr Contractors & Trucking, LLC
   Bankr. N.D. Tex. Case No. 13-36355
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/txnb13-36355.pdf
         represented by: Theda W. Page, Esq.
                         THE PAGE LAW FIRM, P.C.
                         E-mail: theda@pagelawfirm.com

In re Samshi Homes, LLC
   Bankr. S.D. Tex. Case No. 13-37608
     Chapter 11 Petition filed December 6, 2013
         See http://bankrupt.com/misc/txsb13-37608.pdf
         represented by: Jack Nicholas Fuerst, Esq.
                         E-mail: jfuerst@sbcglobal.net

In re Michael Kennard
   Bankr. E.D. Wash. Case No. 13-04794
      Chapter 11 Petition filed December 6, 2013

In re Dominic Gorniak
   Bankr. W.D. Wis. Case No. 13-15827
      Chapter 11 Petition filed December 6, 2013

In re Agustin Gongora
   Bankr. D. Ariz. Case No. 13-21017
      Chapter 11 Petition filed December 9, 2013

In re Ozan Incorporated
   Bankr. C.D. Cal. Case No. 13-17606
     Chapter 11 Petition filed December 9, 2013
         See http://bankrupt.com/misc/cacb13-17606.pdf
         represented by: Aurora Talavera, Esq.
                         ALLIED LEGAL GROUP, INC.
                         E-mail: admin@alliedlegalgroup.com

In re Nova Group Home, Inc.
        aka Sober Living at Nova
            Nova Sober Living
   Bankr. C.D. Cal. Case No. 13-39003
     Chapter 11 Petition filed December 9, 2013
         See http://bankrupt.com/misc/cacb13-39003.pdf
         represented by: Freddie Fletcher, Esq.
                         LAW OFFICES OF FREDDIE FLETCHER

In re Joseph Johnson
   Bankr. N.D. Cal. Case No. 13-56313
      Chapter 11 Petition filed December 9, 2013

In re Camilo Calinawan
   Bankr. N.D. Cal. Case No. 13-56315
      Chapter 11 Petition filed December 9, 2013

In re Green Lakeview Adult Daycare, LLC
   Bankr. D. Colo. Case No. 13-30160
     Chapter 11 Petition filed December 9, 2013
         See http://bankrupt.com/misc/cob13-30160.pdf
         represented by: Duncan E. Barber, Esq.
                         BIEGING SHAPIRO & BARBER, LLP
                         E-mail: dbarber@bsblawyers.com

In re Matthew Autterson
   Bankr. D. Colo. Case No. 13-30184
      Chapter 11 Petition filed December 9, 2013

In re David Benowitz
   Bankr. D. D.C. Case No. 13-00752
      Chapter 11 Petition filed December 9, 2013

In re Michael Blonder
   Bankr. N.D. Ga. Case No. 13-76658
      Chapter 11 Petition filed December 9, 2013

In re Michael Kistler
   Bankr. S.D. Ga. Case No. 13-42279
      Chapter 11 Petition filed December 9, 2013

In re Ultrapure Bottling Systems, LLC
   Bankr. N.D. Ill. Case No. 13-47159
     Chapter 11 Petition filed December 9, 2013
         See http://bankrupt.com/misc/ilnb13-47159.pdf
         represented by: Bradley H. Foreman, Esq.
                         LAW OFFICES OF BRADLEY H FOREMAN, P.C.
                         E-mail: Brad@BradleyForeman.com

In re Bettie Gentry
   Bankr. W.D. Ky. Case No. 13-11477
      Chapter 11 Petition filed December 9, 2013

In re Richard Denchfield
   Bankr. D. Md. Case No. 13-30634
      Chapter 11 Petition filed December 9, 2013

In re Herni Thompson
   Bankr. D. Nev. Case No. 13-20220
      Chapter 11 Petition filed December 9, 2013

In re Juan Aparicio
   Bankr. D. Nev. Case No. 13-52314
      Chapter 11 Petition filed December 9, 2013

In re Driscoll Label Co. Inc.
   Bankr. D. N.J. Case No. 13-36752
     Chapter 11 Petition filed December 9, 2013
         See http://bankrupt.com/misc/njb13-36752.pdf
         represented by: Vincent Commisa, Esq.
                         E-mail: vcommisa@vdclaw.com

In re Mirambica, Inc.
        dba Royal Lodge
   Bankr. D.N.J. Case No. 13-36808
     Chapter 11 Petition filed December 9, 2013
         See http://bankrupt.com/misc/njb13-36808.pdf
         represented by: John J. Hutt, Esq.
                         LAW OFFICE OF JOHN J. HUTT
                         E-mail: huttlaw@hotmail.com

In re Chidi Nwakile
   Bankr. S.D.N.Y. Case No. 13-13972
      Chapter 11 Petition filed December 9, 2013

In re CAMI, Inc.
        dba Olympia Beer Store
   Bankr. W.D. Pa. Case No. 13-25134
     Chapter 11 Petition filed December 9, 2013
         See http://bankrupt.com/misc/pawb13-25134.pdf
         represented by: Robert O. Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re Donohoe Corporation
        dba Kensington
   Bankr. W.D. Pa. Case No. 13-25137
     Chapter 11 Petition filed December 9, 2013
         See http://bankrupt.com/misc/pawb13-25137.pdf
         represented by: Robert O. Lampl, Esq.
                         E-mail: rol@lampllaw.com

In re Comercial Gonzalez Vega, Inc.
   Bankr. D.P.R. Case No. 13-10226
     Chapter 11 Petition filed December 9, 2013
         See http://bankrupt.com/misc/prb13-10226.pdf
         represented by: Madeline Soto Pacheco, Esq.
                         LUBE & SOTO LAW OFFICES, P.S.C.
                         E-mail: lubeysoto@gmail.com

In re Alfredo Puchi
   Bankr. D. Ariz. Case No. 13-21124
      Chapter 11 Petition filed December 10, 2013

In re Hairlocs World, Inc.
        aka Hairlocs Extensions Systems, Inc.
   Bankr. C.D. Cal. Case No. 13-17637
     Chapter 11 Petition filed December 10, 2013
         See http://bankrupt.com/misc/cacb13-17637.pdf
         represented by: Rene Lopez De Arenosa, Jr., Esq.
                         E-mail: rene_lopez@msn.com

In re Central Center, LLC
   Bankr. W.D. Ky. Case No. 13-11483
     Chapter 11 Petition filed December 10, 2013
         See http://bankrupt.com/misc/kywb13-11483.pdf
         represented by: Scott A. Bachert, Esq.
                         HARNED BACHERT & MCGEHEE, PSC
                         E-mail: bachert@hbmfirm.com

In re G & M United, LLC
        dba Trino's Italian Restaurant
   Bankr. W.D. Ky. Case No. 13-34795
     Chapter 11 Petition filed December 10, 2013
         See http://bankrupt.com/misc/kywb13-34795.pdf
         represented by: Sandra D. Freeburger, Esq.
                         DEITZ SHIELDS & FREEBURGER, LLP
                         E-mail: sfreeburger@dsf-atty.com

In re North American Transportation Components, Inc.
        dba Import Engine Parts41
   Bankr. D. Minn. Case No. 13-45926
     Chapter 11 Petition filed December 10, 2013
         See http://bankrupt.com/misc/mnb13-45926.pdf
         represented by: Mark R. Anfinson, Esq.
                         E-mail: mranfinson@lawyersofminnesota.com

In re Christine Porchetta
   Bankr. D. N.J. Case No. 13-36833
      Chapter 11 Petition filed December 10, 2013

In re Cal & Co. Autos, Inc.
   Bankr. E.D.N.Y. Case No. 13-47354
     Chapter 11 Petition filed December 10, 2013
         See http://bankrupt.com/misc/nyeb13-47354.pdf
         Filed Pro Se

In re Rebecca Kelly
   Bankr. E.D.N.C. Case No. 13-07636
      Chapter 11 Petition filed December 10, 2013

In re Handlebar Enterprises, Inc.
        dba The Handlebar: A Listening Room
   Bankr. D. S.C. Case No. 13-07327
     Chapter 11 Petition filed December 10, 2013
         See http://bankrupt.com/misc/scb13-07327.pdf
         represented by: James E. Sterling, Esq.
                         SMITH JORDAN LAVERY & LEE, P.A.
                         E-mail: sterling@smithjordan.com

In re Ruby Robinson
   Bankr. W.D. Tex. Case No. 13-53359
      Chapter 11 Petition filed December 10, 2013



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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