TCR_Public/131213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 13, 2013, Vol. 17, No. 345

                            Headlines

1ST FINANCIAL: Shareholders Approve Merger with First Citizens
AERCO LTD: Moody's Downgrades Class A-3 Notes Rating to Caa2
AES CORP: No Moody's Rating Implications on Share Repurchase Deal
AFFINITY GAMING: Loan Ammendment No Effect on Moody's Ratings
AMERICAN AIRLINES: Completes $17-Bil. Merger; Exits Bankruptcy

AMERICAN AIRLINES: Flight Attendants Welcome Newly Merged Airline
AMERICAN AIRLINES: CEO Horton Gets $17-Mil. Severance
AMERICAN AIRLINES: Supreme Court Declines to Stay Merger
AMERIFORGE GROUP: Moody's Rates $100MM Add-on Loan 'B1'
AMSTED INDUSTRIES: S&P Raises CCR to 'BB' & Removes from Watch

APX GROUP: Moody's Rates Proposed Senior Unsecured Notes Caa1
APX GROUP: S&P Affirms 'B' CCR & 'CCC+' Rating on Unsecured Notes
ARIZONA STORAGE: Voluntary Chapter 11 Case Summary
ARTEL LLC: Defense Contractor Downgraded to CCC+ by S&P
AVENTURA RESTAURANT: Case Summary & 20 Top Unsecured Creditors

BAY AREA FINANCIAL: Files to Sell Loans, Properties
BEL AIR INVESTMENTS: Case Summary & 18 Top Unsecured Creditors
BELO CORP: Fitch Keeps 'BB' Issuer Default Rating on Watch Pos.
BERNARD L. MADOFF: J.P. Morgan to Pay Over $1-Bil. to Settle Probe
BERNARD L. MADOFF: Criminal Action Is Expected for JPMorgan

BOULDER BRANDS: $25MM Add-on Loan No Impact on Moody's 'B1' CFR
CALFRAC WELL: S&P Raises Corp. Credit Rating to 'BB-'
CENGAGE LEARNING: Hilco Valuation Approved as Consultants
COMDISCO HOLDING: Posts $1.18-Mil. Net Loss in Yr. Ended Sept. 30
COMMUNITY TOWERS: Dec. 18 Hearing on Bid to Turn Over Cash

COREY DELTA: Case Summary & 19 Largest Unsecured Creditors
CSG SYSTEMS: S&P Raises CCR to 'BB+' on Revised Criteria
DARLING INTERNATIONAL: Moody's Rates $1.2-Bil. Secured Loan 'Ba2'
DETROIT, MI: Leaders Defend Proposed $350-Mil. Bankruptcy Loan
DIGICEL GROUP: Fitch Rates Proposed $500MM Proposed Sr. Notes 'B-'

EASTERN HILLS: U.S. Trustee Wants Case Converted to Chapter 7
EL CENTRO MOTORS: GlassRatner Touts Successful Restructuring
ELCOM HOTEL: Bankruptcy Court Clarifies Order on Dec. 6 Deadline
ELCOM HOTEL: RMA Hotel Defends Claims Estimation Bid
ELLINGTON MUTUAL: A.M. Best Lowers Finc'l. Strength Rating to 'B'

EMPRESAS INTEREX: Amended Reorganization Plan Confirmed
ENDO FINANCE: Moody's Rates Unsecured Notes 'B1'; Outlook Negative
ENDO HEALTH: S&P Rates Proposed $1.47 Billion Term Loans 'BB+'
EWGS INTERMEDIARY: Bayshore Partners Approved as Investment Banker
EWGS INTERMEDIARY: Gets Okay to Hire Epiq as Admin. Agent

EWGS INTERMEDIARY: FTI Consulting Okayed as Financial Advisor
EWGS INTERMEDIARY: Files Schedules of Assets and Liabilities
FEDERAL-MOGUL: Moody's Affirms 'B2' CFR & 'B1' Term Loan Ratings
FLORIDA GAMING: Gets Deadline for Stalking Horse Deal
FPL ENERGY: Fitch Affirms 'BB' Rating on $360MM Sr. Secured Notes

FREEDOM GROUP: Moody's Affirms 'B1' CFR & 'Ba3' Term Loan Rating
FREEDOM GROUP: S&P Affirms B+ CCR on Cerebrus Ownership Reduction
FURNITURE BRANDS: Creditors' Committee Files Statement of Support
GENERAL MOTORS: Moody's Ups CFR & Sr. Unsec. Debt Rating to Ba2
GRUMA SAB: Fitch Hikes Curr. IDRs & $300MM Bonds Rating to 'BB+'

GCA SERVICES: Term Loan Ammendment No Impact on Moody's Ratings
HAWAII OUTDOOR: Jan. 21 Hearing on Ch.11 Trustee's Bid to Use Cash
HD SUPPLY: Swings to $51 Million Net Income in Third Quarter
HUNTSMAN CORP: S&P Rates Proposed EUR200MM Unsecured Notes 'B+'
HUNTSMAN INT'L: Moody's Rates EUR200MM Unsecured Notes 'B1'

ION GEOPHYSICAL: S&P Cuts CCR to 'B' on Weak Operating Results
INTELSAT S.A.: S&P Raises Rating to B+ & Removes from CreditWatch
INVENTIV HEALTH: S&P Lowers Senior Secured Debt Rating to 'B-'
JOREB INC: Case Summary & 4 Largest Unsecured Creditors
LAUREATE EDUCATION: Incremental Term Loan No Effect on Moody's CFR

LAUREATE EDUCATION: S&P Retains 'B' CCR Over $150MM Add-On Loan
LDK SOLAR: Extends Anew Forbearance with Noteholders Until Jan. 9
LIGHTSQUARED INC: Wins Court Approval to Settle Arent Fox's Claim
LIGHTSQUARED INC: One Dot Auction Dec. 16, Others Won't Be Sold
LIGHTSQUARED INC: Centerbridge Plan in the Works

LOGAN'S ROADHOUSE: S&P Affirms 'B-' CCR; Outlook Negative
MAJESTIC STAR: Beats Challenge to Lowered Tax Assessment
MASTER AGGREGATES: Case Summary & 20 Largest Unsecured Creditors
MARIPOSA LLC: Case Summary & 4 Largest Unsecured Creditors
MASTER CONCRETE: Case Summary & 20 Largest Unsecured Creditors

MEMORIAL RESOURCE: S&P Assigns 'B' CCR & Rates $350MM Notes 'B-'
METRO AFFILIATES: Rotchschild Okayed as Investment Banker
MI PUEBLO: Has Until Jan. 20 to Propose Chapter 11 Plan
MINI MASTER: Case Summary & 20 Largest Unsecured Creditors
MPG OFFICE: Wells Fargo No Longer a Shareholder

MICHAELS STORES: Posts $58 Million Net Income in Third Quarter
NORANDA ALUMINUM: Moody's Puts B2 CFR on Review for Downgrade
NORTH TEXAS BANCSHARES: Park Cities Bank Heading for Sale Hearing
NPC INTERNATIONAL: S&P Retains 'B' Rating on Sec. Credit Facility
NUVIEW MOLECULAR: Voluntary Chapter 11 Case Summary

OCTAVIAR ADMINISTRATION: Chapter 15 Requires Property in the U.S.
OUTERWALL INC: Capital Increase No Impact on Moody's Ratings
OVERSEAS SHIPHOLDING: Creditors' Plan to Include Rights Offerings
PIER-TECH INC: Voluntary Chapter 11 Case Summary
PLY GEM HOLDINGS: Attends JP Morgan SMid Cap Conference

POLYMER GROUP: Moody's Rates $295MM Sr. Secured Term Loan 'B1'
POLYPORE INTERNATIONAL: S&P Raises CCR to BB- & Removes from Watch
PROQUEST LLC: S&P Raises CCR to 'B'; Outlook Stable
QUBEEY INC: Files Amended List of Top Unsecured Creditors
RESIDENTIAL CAPITAL: Plan Approval Key Milestone for Ally

REVSTONE INDUSTRIES: Trustee Bid Delayed to Allow PBGC Talks
RICHLAND RESOURCE: Case Summary & 20 Largest Unsecured Creditors
RICHLAND RESOURCES: Case Summary & 20 Largest Unsecured Creditors
SAM KHOLI ENTERPRISES: Voluntary Chapter 11 Case Summary
SAVIENT PHARMACEUTICALS: Agrees to Sell Assets to Crealta Pharma

SAVIENT PHARMACEUTICALS: Pachulski Stang Hiring Approved
SAVIENT PHARMACEUTICALS: Stroock & Stroock Hiring Approved
SAVIENT PHARMACEUTICALS: Mesirow Financial Hiring Approved
SEALED AIR: S&P Raises CCR to 'BB'; Outlook Stable
SENSATA TECHNOLOGIES: S&P Retains 'BB' Corporate Credit Rating

SEQUA CORP: Moody's Cuts CFR to B3 & $200MM Notes Rating to B2
SIMPLY WHEELZ: Selects Catalyst as Prevailing Bidder for Assets
SIMPLY WHEELZ: Settles Lease Deal Dispute with Hertz
SPANSION LLC: S&P Affirms 'BB+' Rating on $300MM Amended Term Loan
STAR DYNAMICS: Military Radar Maker Files in Columbus

STRATUS TECHNOLOGIES: Moody's Slashes CFR to Caa1; Outlook Neg.
SUPERIOR PLUS: S&P Raises CCR to 'BB' & Removes from CreditWatch
TELECOMMUNICATIONS MANAGEMENT: S&P Lowers Rating to 'B'
TOWN & COUNTRY: Case Summary & 12 Largest Unsecured Creditors
TRANSUNION CORP: S&P Revises Outlook to Stable & Affirms 'B+' CCR

TRINIDAD DRILLING: S&P Raises CCR to 'BB'; Off CreditWatch
TRIPLE POINT: S&P Alters Outlook to Neg. on Lower License Sales
TW TELECOM: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable
UC HOLDINGS: S&P Lowers Corp. Credit Rating to B-; Outlook Stable
VELTI INC: Seeks to Hire DLA Piper as Counsel

VELTI INC: Panel Wants Jefferies Transaction Fee Cut to $500,000
VELTI INC: Schedules and Statements Due Dec. 13
VELTI INC: Sitrick Approved as Communications Consultant
WESTERN FUNDING: Files Amended List of Top Unsecured Creditors

* Defensive Appellate Rights are Property in Texas Law
* Insurer Owes Lender For Construction Liens, 7th Circ. Told

* JPMorgan's Dimon Says Banks to Reprice Products
* Strategy for Dismantling Failed Financial Firms Released by FDIC

* Chicago/Midwest TMA Announces Annual Award Winners
* Haley & Associates to Join Grant Thornton in February

* BOOK REVIEW: Bankruptcy Crimes


                            *********


1ST FINANCIAL: Shareholders Approve Merger with First Citizens
--------------------------------------------------------------
The shareholders of 1st Financial Services Corporation have
approved the pending merger of 1st Financial and its subsidiary,
Mountain 1st Bank & Trust Company, into First Citizens Bank at a
special meeting held on Dec. 10, 2013.

The merger also has been approved by the North Carolina
Commissioner of Banks.  Subject to receipt of approval by the FDIC
and the satisfaction or waiver of other customary closing
conditions, the merger is expected to become effective on Jan. 1,
2014, or as soon as practicable thereafter.

Michael G. Mayer, CEO of 1st Financial and Mountain1st, said: "Our
shareholders have supported the merger and expressed confidence
that it represents the best interests of our shareholders,
customers and the communities we serve.  We are moving forward to
satisfy all necessary closing conditions and look forward to
completing the transaction."

Frank B. Holding Jr., chairman and CEO of First Citizens, said:
"This vote is a significant milestone in the process.  We are
gratified by the support shown by shareholders of 1st Financial.
We look forward to completing the merger and providing Mountain
1st customers with the exceptional service they have come to
expect from their financial institution."

1st Financial operates 12 branches in western North Carolina
communities through Mountain 1st Bank, which provides commercial
banking products and services.  As of Sept. 30, 2013, 1st
Financial reported $675 million in assets, $660 million in
deposits and $347 million in loans.  Mountain 1st branches are
located in Asheville, Brevard, Columbus, Etowah, Fletcher, Forest
City, Hendersonville (two branches), Hickory, Marion, Shelby and
Waynesville.

After the merger, Mountain 1st Bank branch offices will open as
First Citizens Bank branches.  Customers should bank as they
normally do at their existing branches.  Mountain 1st customer
accounts are expected to be converted to First Citizens' systems
in spring 2014.  Customers of Mountain 1st already can use any
First Citizens ATM with no surcharge fees on cash withdrawals.

Additional information is available for free at:

                         http://is.gd/DeZAmf

                         About 1st Financial

Hendersonville, North Carolina-based 1st Financial Services
Corporation is the bank holding company for Mountain 1st Bank &
Trust Company.  1st Financial has essentially no other assets or
liabilities other than its investment in the Bank.  1st
Financial's business activity consists of directing the activities
of the Bank.  The Bank has a wholly owned subsidiary, Clear Focus
Holdings LLC.

The Bank was incorporated under the laws of the state of North
Carolina on April 30, 2004, and opened for business on May 14,
2004, as a North Carolina chartered commercial bank.  At Dec. 31,
2011, the Bank was engaged in general commercial banking primarily
in nine western North Carolina counties: Buncombe, Catawba,
Cleveland, Haywood, Henderson, McDowell, Polk, Rutherford, and
Transylvania.  The Bank operates under the banking laws of North
Carolina and the rules and regulations of the Federal Deposit
Insurance Corporation (the FDIC).

As a North Carolina bank, the Bank is subject to examination and
regulation by the FDIC and the North Carolina Commissioner of
Banks.  The Bank is further subject to certain regulations of the
Federal Reserve governing reserve requirements to be maintained
against deposits and other matters.  The business and regulation
of the Bank are also subject to legislative changes from time to
time.

The Bank's primary market area is southwestern North Carolina.
Its main office and Hendersonville South office are located in
Hendersonville, North Carolina.  At Dec. 31, 2011, the Bank also
had full service branch offices in Asheville, Brevard, Columbus,
Etowah, Forest City, Fletcher, Hickory, Marion, Shelby, and
Waynesville, North Carolina.  The Bank's loans and deposits are
primarily generated from within its local market area.

1st Financial reported net income of $1.27 million in 2012 as
compared with a net loss of $20.47 in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $674.65 million in total assets,
$664.70 million in total liabilities and $9.95 million in total
stockholders' equity.

Elliott Davis, PLLC, in Greenville, South Carolina, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses that
have eroded regulatory capital ratios, and the Company's wholly
owned subsidiary, Mountain 1st Bank & Trust Company, is under a
regulatory Consent Order with the Federal Deposit Insurance
Corporation and the North Carolina Commissioner of Banks that
requires, among other provisions, capital ratios to be maintained
at certain heightened levels.  In addition, the Company is under a
written agreement with the Federal Reserve Bank of Richmond that
requires, among other provisions, the submission and
implementation of a capital plan to improve the Company and the
Bank's capital levels.  As of Dec. 31, 2012, both the Bank and the
Company are considered "significantly undercapitalized" based on
their respective regulatory capital levels.  These considerations
raise substantial doubt about the Company's ability to continue as
a going concern.


AERCO LTD: Moody's Downgrades Class A-3 Notes Rating to Caa2
------------------------------------------------------------
Moody's has downgraded the rating of the Class A-3 Notes issued by
AerCo Limited.

Issuer: AerCo Limited

Class A-3, Downgraded to Caa2 (sf); previously on May 11, 2012
Downgraded to B2 (sf)

Ratings Rationale:

The downgrade reflects the reduced fleet whose prospects for
future lease revenue and sales proceeds indicate a loss to the
Class A-3 Notes. There has been a series of aircraft sales in
2013, and eight aircraft remain in the deal. The aircraft have a
value-weighted average age of 18 years.

Primary sources of uncertainty include the global economic
environment, aircraft lease income generating ability, aircraft
maintenance and other expenses to the trust, and valuation for the
aircraft backing the transaction.

Parameter Sensitivity -- The rating of the Class A-3 Notes will be
downgraded further if there is a devaluation of the aircraft that
impacts likely sales proceeds or lease revenue.

Factors that would lead to an upgrade or downgrade of the rating:

  -- Changes to aircraft values or lease revenue


AES CORP: No Moody's Rating Implications on Share Repurchase Deal
-----------------------------------------------------------------
Moody's Investors Service sees no immediate credit implications
from announcements by the AES Corporation (AES; Ba3 Corporate
Family Rating; Stable). These included AES' Board of Directors
authorization to increase the size of the issuer's stock
repurchase program to $450 million from the $239 million available
as of September 2013, as well as the execution of a stock
repurchase agreement to purchase 20 million common shares for up
to $275 million that are currently held by China Investment
Corporation (CIC).

Moody's understands that AES will use a combination of cash on
hand (around $196 million as of September 30, 2013) and bridge the
purchase balance with borrowings under its $800 million revolving
credit facility expiring in 2018. AES also disclosed its intention
to repay any outstanding borrowings before year-end after
receiving dividends from some of its subsidiaries.

The announcements do not trigger an immediate rating action
because AES' ratings already captured the expectation that the
issuer would continue its share repurchase program over the near
to medium term. While the immediate 20 million share buyback
accelerates the implementation compared to Moody's initial
expectations when Moody's affirmed the ratings on November 27,
2013, the increased program $450 million approximates the size
incorporated in the November 27th affirmation.

Importantly, AES' ratings and stable outlook assume that
management remains committed to pursuing a corporate finance
policy that maintains equilibrium between shareholder rewards and
balance sheet strengthening initiatives. In this regard, the
recent affirmation of AES' ratings considered that during the
first nine months of 2013 the company repaid US$300 million of
recourse debt in conjunction with the expectation of distributing
during 2013 around $120 million (2014: $150 million) in dividends
that will be equivalent to around 24% of its sustainable parent
only free cash flow (2014: 30%). Management also recently affirmed
its target of achieving a dividend yield of around 1% to 2%
through 2015. The rating could be negatively impacted to the
extent that the share repurchase program is increased again in the
near to medium term without new balance strengthening measures.
Moody's also expects the company to generate free cash flow (after
the payment of all parent obligations and its common dividend) in
excess of $400 million from 2013-2015.

Moody's understands that the 20 million share repurchase is
contingent upon the completion of the planned underwritten public
offering of additional 40 million shares of AES common stock also
held by CIC. As a result, CIC's interest will drop below 10%.

The AES Corporation is a globally diversified power holding
company that owns a portfolio of electricity generation and
distribution businesses in 20 countries. AES' assets are largely
financed on a non-recourse basis and include a combination of
regulated utilities and merchant/contracted generating facilities.
In total, AES has ownership interests in more than 40,000 MWs of
generating capacity across the globe.


AFFINITY GAMING: Loan Ammendment No Effect on Moody's Ratings
-------------------------------------------------------------
Moody's Investors Service said Affinity Gaming Corporation's
announcement that is in the process of seeking amendments to its
existing senior secured credit facility has no affect on the
company's ratings. Affinity has a B1 Corporate Family Rating and
stable rating outlook.

Affinity owns and operates casinos in Nevada, Missouri, Iowa and
Colorado. The company also provides consulting services to Hotspur
Casinos, Nevada, Inc., the operator of the Rampart Casino at the
J.W. Marriott Resort in Las Vegas for a fixed monthly fee.


AMERICAN AIRLINES: Completes $17-Bil. Merger; Exits Bankruptcy
--------------------------------------------------------------
AMR Corp. stepped out of Chapter 11 protection after its
$17 billion merger with US Airways Group Inc. was formally
completed on December 9.

According to a notice filed with the U.S. Bankruptcy Court for the
Southern District of New York, the Effective Date of the Fourth
Amended Joint Chapter 11 Plan occurred on Dec. 9, 2013, and as
result, the Plan has been substantially consummated.

The merger created the world's largest carrier called American
Airlines Group Inc. whose shares began trading on the Nasdaq
Stock Market on Dec. 9.  Shares of the new company rose 2.7% to
$24.60 in their first day of trading.

The new company will operate nearly 6,700 daily flights to more
than 330 destinations in more than 50 countries and more than
100,000 employees worldwide.  It will maintain a hub at Chicago
O'Hare International Airport.

"We are taking the best of both US Airways and American Airlines
to create a formidable competitor, better positioned to deliver
for all of our stakeholders," American Airlines CEO Doug Parker
said in a statement.

"We look forward to integrating our companies quickly and
efficiently so the significant benefits of the merger can be
realized," he said.

It may take up to 18 to 24 months before the employees and planes
for US Airways and AMR operate as one.  For now, the companies'
websites, reservations systems and loyalty programs will continue
to operate separately, according to their officials.

Customers of the new company will begin to see changes in early
January when fliers will be able to earn and redeem miles on both
frequent-flier programs, and club members will be offered elite
recognition.

                            The Merger

Under the terms of the merger, US Airways shareholders received
28% of the new airline's shares while AMR's creditors and equity
interests are slated to receive the rest.

AMR's creditors will be repaid with interest while its big unions
and common holders will be given a big slab of equity in the new
company, according to a Dec. 10 report by The Wall Street
Journal.

Holders of AMR common shares, which ceased trading on Dec. 6,
received an initial distribution of roughly one AAL share for
every 15 AMR shares held, which represents 3.5% of the new
company.  But if the stock price doesn't fall significantly in
the next 120 days, AMR holders are in line to own nearly one-
third of the new company or roughly $5 billion of equity, the
news agency reported.

Meanwhile, the merged company disclosed retention bonuses for its
new executive team in a U.S. Securities and Exchange Commission
filing on Dec. 9.  Mr. Parker will receive 626,600 shares in the
new company but they won't begin to vest until the end of 2015,
and payment of half of them is dependent on the company meeting
certain merger integration targets.

In a memo to employees on Dec. 9, Mr. Parker said his shares
would be worth about $14 million. In actuality, their value would
exceed $15.4 million. He said in return he agreed not to
terminate his employment for the next two years, according to the
Journal report.

                        Company Statement

AMR Corp. and US Airways Group, Inc., completed their merger to
officially form American Airlines Group Inc. (NASDAQ: AAL) and
begin building the new American Airlines.

The new American has a robust global network with nearly 6,700
daily flights to more than 330 destinations in more than 50
countries and more than 100,000 employees worldwide.  The combined
airline has the scale, breadth and capabilities to compete more
effectively and profitably in the global marketplace.  Customers
will soon enjoy access to more benefits and increased service
across the combined company's larger worldwide network and through
an enhanced oneworld(R) Alliance.  US Airways will exit Star
Alliance on March 30, 2014 and will immediately enter oneworld on
March 31, 2014.  With an expanded global network and a strong
financial foundation, American will deliver significant benefits
to consumers, communities, employees and stakeholders.

"Our people, our customers and the communities we serve around the
world have been anticipating the arrival of the new American,"
said Doug Parker, CEO of American Airlines.  "We are taking the
best of both US Airways and American Airlines to create a
formidable competitor, better positioned to deliver for all of our
stakeholders.  We look forward to integrating our companies
quickly and efficiently so the significant benefits of the merger
can be realized."

                         Business as Usual

Although American and US Airways have come together as one
company, the process to achieve a Single Operating Certificate is
expected to take approximately 18 to 24 months.  In the meantime,
customers should continue to do business with the airline from
which travel was purchased just as they did before the merger.
In short, it is "business as usual."  The airlines' separate
websites, aa.com and usairways.com, as well as the two airlines'
reservations systems and loyalty programs, will continue to
operate separately until further in the integration process.

Customer benefits of the transaction to be rolled out over time
include:

     * A codeshare agreement between American and US Airways,
       creating more convenient access to the combined company's
       global network

     * More choices and connectivity, with nine hub airports
       across the U.S.

     * Global access to a stronger oneworld alliance -- including
       joint businesses with British Airways, Iberia and Finnair
       across the Atlantic and with Japan Airlines and Qantas
       across the Pacific -- creating more options for travel and
       benefits both domestically and internationally

     * Reciprocal American Admirals Club and US Airways Club
       benefits and reciprocal elite recognition

     * Upgrade reciprocity

     * Consolidation of loyalty programs and expanded
       opportunities to earn and redeem miles across the combined
       network

     * Full integration of policies, websites, kiosks and
       customer-facing technology to ensure a consistent
       worldwide travel experience

     * Co-location of ticket counters and gates in key markets

     * With firm orders for more than 600 new mainline aircraft,
       American will have one of the most modern and efficient
       fleets in the industry, and a solid foundation for
       continued investment in technology, products, and services

Customers will begin to see enhancements to their experience in
early January, including the ability to earn and redeem miles when
traveling on either American Airlines or US Airways, reciprocal
American Admirals Club and US Airways Club benefits, and
reciprocal elite recognition.  The combined airline expects to
share more details around these key customer benefits early next
year.

As the integration process is underway, American's new Find Your
Way site -- aa.com/findyourway -- will connect customers to key
information throughout the merger integration process.

Additionally, customers should visit http://www.aa.com/and
http://www.usairways.com/,which will continue to be regularly
updated with news on any fee, policy and procedure changes.

                      Benefits for Employees

Employees of the new American will benefit from being part of a
company with a more competitive and stronger financial foundation,
which will create greater career opportunities over the long term.
The completed merger also provides the path to improved
compensation and benefits for employees.

Alignment of pay, benefits, work rules and other guidelines for
employees of both airlines will be phased in over time so that all
changes can be carefully considered.  Represented employees will
continue to work under their respective Collective Bargaining
Agreements, with the modifications provided under the negotiated
Memoranda of Understanding for certain groups.  American's non-
represented Agents, Representatives and Planners will operate
under their current terms and conditions of employment with
merger-related adjustments.

                 Superior Value for Stakeholders

The combination is expected to deliver enhanced value to American
Airlines' stakeholders and US Airways' investors.  The transaction
is expected to generate more than $1 billion in annual net
synergies by 2015.

The common and preferred stock of American Airlines Group will
trade on the NASDAQ Global Select Market under the symbols "AAL"
and "AALCP," respectively.

                             Advisors

Rothschild is serving as financial advisor to American Airlines,
and Weil, Gotshal & Manges LLP, Jones Day, Paul Hastings,
Debevoise & Plimpton LLP and K&L Gates LLP are serving as legal
counsel.  Barclays and Millstein & Co. are serving as financial
advisors to US Airways, and Latham & Watkins LLP, O'Melveny &
Myers LLP, Dechert LLP and Cadwalader, Wickersham & Taft LLP are
serving as legal counsel to US Airways.  Moelis & Company and
Mesirow Financial are serving as financial advisors to the
Unsecured Creditors Committee. Skadden, Arps, Slate, Meagher &
Flom LLP and Togut, Segal & Segal LLP are serving as the Unsecured
Creditors Committee's legal counsel.

                     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.

AMR Corp. stepped out of Chapter 11 protection after its $17
billion merger with US Airways was formally completed on Dec. 9.

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: Flight Attendants Welcome Newly Merged Airline
-----------------------------------------------------------------
The Association of Professional Flight Attendants, the union
representing fight attendants of American Airlines, said hundreds
of members were on hand on Dec. 9 to introduce the new American to
the flying public.

"Christmas has come early for the APFA," said union president
Laura Glading.  "It's been a long, tough slog, but [Mon]day our
hard work has paid off.  The Flight Attendants of the new
American are looking forward to building the world's greatest
airline."

In a ceremony at American's headquarters near DFW, Flight
Attendants joined other frontline employees for a special
ceremony commemorating the merger with US Airways and the first
day of trading for the new American Airlines Group Inc. (ticker
symbol AAL) on the NASDAQ.  The new American, the world's largest
airline, will offer consumers a third network carrier option to
compete with United and Delta.

APFA members are also looking forward to receiving their claim of
the new American's equity.  The anticipated value of their share
is by far the highest in Flight Attendant history.

As a member of the unsecured creditors' committee during
American's bankruptcy, APFA led the charge in pushing for the
merger.  After reaching a conditional labor agreement with US
Airways, APFA focused on explaining the benefits of the merger
plan to the other various creditors and convincing them to
support it as well.  When the Justice Department challenged the
merger with an eleventh-hour antitrust suit, APFA took to Capitol
Hill to generate support for the deal.

As part of the labor agreement with US Airways, APFA prescribed a
clear and direct path to an industry-leading contract.  The
agreement will soon bring American and US Airways Flight
Attendants together at the bargaining table to unite the groups
under a joint collective bargaining agreement that reflects the
size and competitiveness of the new American.  Most importantly,
the agreement will allow the new American's Flight Attendants to
avoid the challenges and pitfalls that beset work groups during
previous airline mergers.

The Association of Professional Flight Attendants, founded in
1977, represents the more than 16,000 active Flight Attendants at
American Airlines.  In November 2011, American's parent company
filed for Chapter 11 bankruptcy protection.  Throughout the
bankruptcy trial, APFA President Laura Glading served on the
Unsecured Creditors' Committee where she fiercely advocated for
American Flight Attendants.  In December 2013, American and US
Airways finalized a merger between the two carriers.  Achieving a
merger inside bankruptcy is unprecedented in the industry and
would not have occurred without APFA's efforts.

                           AFA's Statement

The Association of Flight Attendants-CWA (AFA) issued the
following statement on Dec. 9 by AFA US Airways President Roger
Holmin as US Airways grew into the world's largest airline
through its merger with American Airlines.

"[Mon]day, we ring the bell to honor our past and celebrate our
future.  Our history was made by little airlines that could --
and did.  US Airways Flight Attendants have spent entire careers
building unity.  And [Mon]day, we stand up for the opportunities
that come with building the world's largest airline.

"We proudly stand shoulder-to-shoulder with our new American
flying partners and we cheer the end of the American bankruptcy.
All Flight Attendants and frontline workers at the New American
know what it is to sacrifice.  There is no doubt it is our turn
to experience the benefits of our success.

"Since the announcement of this merger we have met every
challenge through unity.  We expect to continue as full partners
in this merger, in terms of what we bring to its success and the
equal share of benefits we receive in recognition of our efforts.

"Completing the financial transaction is a moment of hope and
celebration.  We congratulate Doug Parker and every employee of
our two airlines.  And, we encourage management to lead an
airline where the front line workers are proud of where we work
and who we work with at every level of the airline.  That will
set us apart and catapult us well above the rest of the industry
-- only the best for the world's biggest!

"Flight Attendants are ready.  We have done our part and we will
redouble our efforts going forward.  Our experience shows nearly
anything can be done when we stand together."

The Association of Flight Attendants --
http://www.ouramerican.org-- is the world's largest Flight
Attendant union.  Focused 100 percent on Flight Attendant issues,
AFA has been the leader in advancing the Flight Attendant
profession for 68 years.  Serving as the voice for Flight
Attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill, AFA has transformed the Flight
Attendant profession by raising wages, benefits and working
conditions.  US Airways Flight Attendants are 8,500 of the nearly
60,000 Flight Attendants who come together to form AFA, in
partnership with the 700,000-member strong Communications Workers
of America (CWA), AFL-CIO.

                     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.

AMR Corp. stepped out of Chapter 11 protection after its $17
billion merger with US Airways was formally completed on Dec. 9.

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: CEO Horton Gets $17-Mil. Severance
-----------------------------------------------------
The board of American Airlines Group Inc. gave Tom Horton, the
departing chief executive of AMR Corp., nearly $17 million in
cash and stock, according to a Dec. 10 report by Bloomberg News.

Mr. Horton will receive about $12.72 million in cash, including a
bonus that could exceed $1 million.  He also received 170,722
shares of American Airlines Group (AAL) stock, the report said.

The board said the severance is for Mr. Horton's role in the
completion of the merger, the 2013 financial performance of AMR,
and the company's emergence from bankruptcy.

AMR previously sought to award Mr. Horton $19.9 million in cash
and stock, a move that drew an objection from the U.S. Trustee,
which oversees bankruptcy cases for the federal government.

The U.S. Trustee said the $19.9 million severance package isn't
permissible under Section 503(c), a provision that was added to
the Bankruptcy Code in 2005 to limit executive compensation.

In April, U.S. Bankruptcy Judge Sean Lane tossed the $20 million
severance award and noted "little reason for the court to be
involved at all" considering that the new company could give
Mr. Horton whatever it chose once it left court oversight.

                     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.

AMR Corp. stepped out of Chapter 11 protection after its $17
billion merger with US Airways was formally completed on Dec. 9.

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: Supreme Court Declines to Stay Merger
--------------------------------------------------------
U.S. Supreme Court Justice Ruth Bader Ginsburg denied on Dec. 7 an
application filed by a group of consumers and travel agents to
stop the merger of American Airlines and US Airways, Lawrence
Hurley, writing for Reuters, reported, citing the high court's
public information office.

In their appeal to the Supreme Court, the plaintiffs led by
California resident Carolyn Fjord warned that "irreparable
injury" could be caused to the domestic airline industry if the
deal goes ahead as planned, the Reuters report related.  The
plaintiffs fear the merger will drive air travel prices up and
service down and make planes more crowded.

According to Reuters, if one high court justice denies a stay
request, the same application can be made to another justice but
such moves are rarely successful. Usually, if a request is made
to a second justice it will be referred to the full court,
Reuters said.

Judge Sean Lane, the judge overseeing the bankruptcy case of AMR
Corp. and its affiliates, previously denied a request by the
plaintiffs to temporarily halt the merger.  Judge Lane wrote a
two-page follow-up opinion on Dec. 4, where he refused to grant
the private plaintiffs a stay pending appeal, allowing the merger
to proceed.

                     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.

AMR Corp. stepped out of Chapter 11 protection after its $17
billion merger with US Airways was formally completed on Dec. 9.

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)


AMERIFORGE GROUP: Moody's Rates $100MM Add-on Loan 'B1'
-------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Ameriforge
Group, Inc. (AFGlobal) $100 million add-on to its first lien term
loan (now $475 million) and a Caa1 rating to its $50 million
second lien add-on (now $200 million). The company's CFR was
affirmed at B2 while its probability of default rating was
affirmed at B2-PD. The rating outlook remains stable.

The upsizing of the company's first lien and second lien debt
instruments will not increase the company's leverage sufficiently
so as to warrant a change in ratings. The proceeds will be used
primarily to fund the company's acquisition of Special Flanges, an
Italian based manufacturer of steel forgings and machined raw
products. The acquisition will broaden Ameriforge's high pressure
and high temperature hardware product offering, as well as,
increase Ameriforge's footprint in international markets. In its
decision to affirm the B2 CFR, the rating agency considered the
sellers willingness to rollover a meaningful level of equity to
help fund the acquisition.

Affirmations:

Issuer: Ameriforge Group, Inc.

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Affirmations/assignments:

Senior Secured Bank First Lien Revolving Credit Facility due Jan
25, 2018, Affirmed B1 (LGD3, 35% from LGD3, 37%)

Senior Secured Bank First Lien Term Loan (upsized) due Jan 25,
2020, Affirmed B1 (LGD3, 35% from LGD3, 37%)

Senior Secured Bank Second Lien Term Loan (upsized) due Jan 25,
2021, Affirmed Caa1 (LGD5, 85%)

Outlook Actions:

Issuer: Ameriforge Group, Inc.

Outlook, Remains Stable

Ratings Rationale:

The B2 CFR reflects customer segment concentration in the cyclical
aerospace, defense, and oil and gas markets, integration risks
associated by the company's historical growth through acquisition
strategy, and its small size relative to the market which include
some of the major OEM suppliers to the energy industry. While
annual sales have grown strongly both organically and through
acquisitions, working capital use has been significant and
meaningful free cash flow generation has been elusive through last
twelve months ended September 2013. The rating anticipates an
improvement in the company's working capital management such that
cash flow turns positive. The rating considers Moody's expectation
for EBITDA coverage of interest for 2013 and 2014 to be over 3
times.

The facilities are jointly and severally guaranteed by the parent
and each of the Borrower's existing and future direct or indirect
domestic subsidiaries. The revolver and term loan are secured by a
first priority interest in substantially all the tangible and
intangible assets of the borrower and the guarantors while the
second lien term loan is secured on the same assets on a second
lien basis.

The stable outlook reflects Moody's view that the company's
performance is likely to strengthen within the current rating over
the next 12 months. Ameriforge has grown meaningfully through
acquisitions but there is minimal room in the rating for a
"earnings miss" or for another debt financed acquisition that
results in increased leverage. The outlook also reflects the
company's adequate liquidity profile due to its high revolver
availability and adequate headroom under its covenants.

What Could Pressure the Ratings

If the company's leverage was to increase to above 5 times on a
projected basis or EBITDA coverage of interest was anticipated to
be sustained below 2 times, the ratings and/or outlook could be
adversely affected. A decrease in year-over-year margins or weak
free cash flow generation could also pressure the ratings,
particularly if it is accompanied by revenue contraction.
Additionally, a large debt financed acquisition before leverage
improves meaningfully could also pressure the ratings or the
outlook.

What Could Cause Positive Ratings Traction

Moody's anticipates further acquisitions and expansionary capital
expenditures to constrain the level of cash flow available to
reduce debt thereby making a ratings upgrade unlikely.
Nevertheless, sustained EBITDA coverage of interest above 3 times
along with free cash flow to debt of over 7.5% and leverage under
3.5 times would be necessary for positive ratings traction to
occur.

Ameriforge Group Inc., headquartered in Houston, Texas, is a
manufacturer of mission-critical products for a number of segments
within the oil and gas, general industrial, power generation, and
Aerospace/Transportation segment. Revenues for 2013 are
anticipated to be over $600 million pro forma for the transaction.


AMSTED INDUSTRIES: S&P Raises CCR to 'BB' & Removes from Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on Chicago-based engineered industrial
components manufacturer Amsted Industries Inc. to 'BB' from 'BB-'.
At the same time, S&P removed the corporate credit rating from
CreditWatch, where it placed it with positive implications on
Nov. 26, 2013.  The outlook is stable.  In addition, S&P raised
its issue rating on Amsted's $500 million senior unsecured notes
to 'BB' from 'BB-' and removed it from CreditWatch positive.  The
'4' recovery rating on the notes is unchanged.

S&P bases its upgrade primarily on a reassessment of Amsted's
financial risk profile, reflecting its view that, despite
potentially large employee stock ownership plan (ESOP) share-
repurchase obligations, Amsted's free cash flow generation and
available liquidity sources will allow the company to maintain
credit ratios supportive of the rating.

The rating outlook is stable.  "We expect that Amsted's revenues
and EBITDA should improve moderately in 2014, based primarily on
our assumption of increased railcar build levels and higher heavy-
duty truck production volumes," said Standard & Poor's credit
analyst Svetlana Olsha.  S&P believes Amsted will continue to
generate good free cash flow in excess of $200 million.  However,
the company's repurchase of its common stock could exceed free
operating cash flow, limiting the improvement in its credit
metrics.

S&P could lower the rating if it anticipates that a significant
downturn in the railcar or truck markets, combined with
substantial ESOP redemptions, would lead to leverage of 4x or more
in its projections or pressure liquidity.

S&P could raise the rating if it expects that the company's credit
measures will remain consistent with a financial risk profile
assessment of "intermediate" even through a downturn.
Specifically, S&P would have to expect the company to maintain
leverage of 3x or less and FFO to debt of more than 30% through
the operating cycle and taking into account the impact of sizeable
ESOP share-repurchase requirements.  If, over time, the amount of
ESOP shares eligible for repurchase declines and outflows are more
predictable, this would be another supportive factor for an
upgrade.


APX GROUP: Moody's Rates Proposed Senior Unsecured Notes Caa1
-------------------------------------------------------------
Moody's Investor Service affirmed APX Group, Inc.'s ("Vivint")
Corporate Family Rating at B2 and Probability of Default rating at
B2-PD, and senior unsecured note rating at Caa1, and assigned a
Caa1 to the proposed senior unsecured notes due 2020. Moody's also
upgraded the senior secured ratings to Ba3 from B1. Proceeds of
the new bond will fund marketing expenses that Vivint expects to
incur to grow its subscriber base during the 2014 spring and
summer selling season. The ratings outlook remains stable.

Rating (assessments) assigned:

-- Proposed senior unsecured notes due 2020, Caa1 (LGD5, 81%)

Ratings (assessments) upgraded:

-- $925 million senior secured notes due 2019, Ba3 (LGD3, 30%)
    from B1 (LGD3, 35%)

Ratings affirmed (assessments revised):

-- Corporate Family Rating, B2

-- Probability of Default Rating, B2-PD

-- $580 million senior unsecured notes due 2020, Caa1 (LGD5, 81%
from LGD5, 84%)

Ratings Rationale:

"Vivint's subscribers are expected to grow about 12%, somewhat
weaker than the recent past", noted Edmond DeForest, Moody's
Senior Analyst. Nonetheless, the 12% growth should produce debt to
steady state free cash flow ("SSFCF") below 7 times and debt to
recurring monthly revenue ("RMR") in a range of 33 to 36 times
over the next year, "metrics that are within expectations for the
B2 rating", added DeForest.

Vivint normally increases its debt materially, and hence leverage,
in order to prefund its selling expenses for the upcoming season.
The risk is that sales do not materialize as anticipated, although
the rating has some flexibility to incorporate a somewhat weaker
than expected selling season. With the proceeds of the new debt
issue, Vivint's liquidity would be good given their large cash
balance and an unused and fully available $200 million revolving
credit facility. Over the selling season, liquidity weakens as
cash is used to fund sales expenses without the benefit of the
cash flow from the new contracts.

The senior secured debt was upgraded to Ba3 to reflect the lower
loss given default for the senior secured class. This is because
of the additional senior unsecured notes, which would lower the
ratio of secured debt to total claims. Moody's expects that future
debt capital raises will feature a mix of both secured and
unsecured debt that roughly maintain the same proportion.

The stable outlook reflects Moody's expectation that Vivint will
use its cash balance to fund double-digit RMR growth while
maintaining adequate liquidity at all times. The ratings could be
upgraded if Vivint sustains debt to RMR below 30 times and free
cash flow (before growth spending) to debt above 10%, while
maintaining a good liquidity profile with pool attrition rates at
or below industry averages. The ratings could be downgraded if
debt to RMR is sustained above 40 times, free cash flow (before
growth spending) moves toward breakeven, SSFCF declines, or
attrition rates rise above 13%.

Vivint provides alarm monitoring and home automation services to
approximately 800 thousand residential customers in North America.
Moody's expects 2014 revenues to approach $600 million.


APX GROUP: S&P Affirms 'B' CCR & 'CCC+' Rating on Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Provo, Utah-based APX Group Holdings Inc. (A/K/A
Vivint).  The outlook is stable.

In addition, S&P affirmed its 'B' issue-level rating on the
company's $925 million senior secured notes.  The '4' recovery
rating, indicating S&P's continued expectation of average (30% to
50%) recovery for lenders in the event of default, remains
unchanged.

In addition, S&P affirmed its 'CCC+' issue-level rating on the
company's senior unsecured notes.  The company plans to issue a
$250 million add-on to these existing 8.75% senior unsecured notes
due 2020, which brings the unsecured note amount to $830 million.
The recovery rating of '6', which indicates S&P's expectation of
negligible (0% to 10%) recovery for lenders in the event of
payment default, remains unchanged.

The ratings on Vivint reflects the company's highly competitive
and fragmented industry with low barriers to entry.  Vivint is one
of the larger second-tier alarm monitoring companies, alongside
Monitronics and Protection One, but its revenue base is
significantly smaller than that of industry leader ADT.  In
addition, Vivint's attrition rate has gone up to approximately 13%
as of Sept. 30, 2013, from 11.2% in 2012.  However, despite the
higher attrition, the company was able to grow its customer base
by 18% year over year as of Sept. 30, 2013.

The ratings also reflect Standard & Poor's expectation that
adjusted fiscal 2013 leverage will increase to above 12x following
the transaction, from around 11x.  However, S&P believes leverage
will decline to around 10x by the end of fiscal 2014.

The stable outlook reflects Vivint's growing and recurring revenue
base.  It also reflects Standard & Poor's expectation that the
company will maintain an adequate liquidity and covenant headroom.

"An upgrade in the next 12 months is not likely, given the
company's highly leveraged financial profile and our view that it
will continue using cash flow and debt to finance growth, rather
than reducing debt," said Standard & Poor's credit analyst
Katarzyna Nolan.  "Alternatively, we could lower the rating if
industry conditions cause the company's liquidity to deteriorate,
such that internally generated cash flow is not sufficient to
offset accounts attrition or the revolving facility covenant
headroom falls to below 15%."


ARIZONA STORAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Arizona Storage Company LLC
        6720 E Camino Principal, Suite 100
        Tucson, AZ 85715

Case No.: 13-21166

Chapter 11 Petition Date: December 11, 2013

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Gerald K. Smith, Esq.
                  GERALD K SMITH AND JOHN C SMITH LAW OFC
                  6720 E. Camino Principal, Suite 100
                  Tucson, AZ 85715
                  Tel: 520-722-1605
                  Fax: 520-722-9096
                  Email: gerald@smithandsmithpllc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Terri Fetters, manager.

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


ARTEL LLC: Defense Contractor Downgraded to CCC+ by S&P
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Artel LLC, a provider of satellite network services
for the military, had one grade removed from its Standard & Poor's
corporate rating on Dec. 11.

The new corporate rating is CCC+.

S&P said the Reston, Virginia-based company isn't likely to remain
in compliance with loan covenants "in the next few quarters" as a
result of Defense Department budget cuts.

Revenue of $55 million in the September quarter was down 27
percent from the year before, S&P said.


AVENTURA RESTAURANT: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Aventura Restaurant Group, LLC
        8177 W Glades Rd, Bays 1&2
        Boca Raton, FL 33434

Case No.: 13-39076

Chapter 11 Petition Date: December 6, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Jay Cristol

Debtor's Counsel: Julie E Hough, Esq.
                  POLENBERG, COOPER, SAUNDERS, & RIESBERG
                  1351 Sawgrass Corporate Parkway, Suite 101
                  Ft. Lauderdale, FL 33323
                  Tel: 954-742-9995
                  Fax: 954-742-9971
                  Email: jhough@polenbergcooper.com

Total Assets: $418,178

Total Liabilities: $2.03 million

The petition was signed by Robert Levy, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb13-39076.pdf


BAY AREA FINANCIAL: Files to Sell Loans, Properties
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that mortgage lender Bay Area Financial Corp. filed a
petition for Chapter 11 protection on Dec. 9 in Los Angeles to
assist in what it called the "orderly liquidation" of the
remaining loan portfolio and owned real property.

According to the report, the company ceased making new loans in
2008. Managing the portfolio since then, Bay Area decided to
liquidate early this year and hoped to do so without bankruptcy.

Most of the mortgages are secured by junior liens, according to a
court filing.

The company said it believes it can generate $16.1 million through
disposing of the remaining loans and properties.

There is no secured debt, although $141,000 is owing on a priority
tax claim.

Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.

The petition lists assets and debt both exceeding $10 million.

The case is In re Bay Area Financial Corp., 13-38974, U.S.
District Court, Central District of California (Los Angeles).


BEL AIR INVESTMENTS: Case Summary & 18 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Bel Air Investments, L.L.C.
        7282 Plantation Road, Ste. 403
        Pensacola, FL 32504

Case No.: 13-04294

Chapter 11 Petition Date: December 6, 2013

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Lawrence B. Voit, Esq.
                  SILVER, VOIT & THOMPSON P.C.
                  4317-A Midmost Dr.
                  Mobile, AL 36609-5507
                  Tel: (251) 343-0800
                  Email: lvoit@silvervoit.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gary G. Tippens, authorized individual.

A list of the Debtor's 18 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alsb13-04294.pdf


BELO CORP: Fitch Keeps 'BB' Issuer Default Rating on Watch Pos.
---------------------------------------------------------------
Fitch Ratings maintains the Rating Watch Positive assigned to Belo
Corporation's ratings. On June 14, 2013, Fitch placed the 'BB'
Issuer Default Rating (IDR) and all outstanding ratings for Belo
on Rating Watch Positive, following the announcement of Gannett
Co. Inc.'s planned acquisition of Belo.

Gannett intends to acquire Belo at an enterprise value of $2.2
billion. Gannett intends to pay $1.5 billion in cash for Belo's
equity and will assume Belo's $715 million in senior unsecured
notes. The transaction is expected to close following the
attainment of regulatory approvals and other customary closing
conditions. Fitch continues to believe that the consolidated
credit profile would be stronger than Belo's current credit
profile.

Leverage:
Fitch estimates unadjusted gross leverage at Belo of 2.9x as of
Sept. 30, 2013. Fitch estimates Gannett consolidated pro forma
gross unadjusted leverage of 2.8x as of Sept. 30, 2013 (pro forma
for Gannett's Merger Financing Notes held in escrow, consisting of
$600 million notes due 2019 and $650 million notes due 2023 issued
in October 2013). Gannett stated its intention to reduce levels of
debt following the acquisition.

As of Sept. 30, 2013, Belo had $715 million face value of debt
outstanding, consisting of:

  -- $275 million of guaranteed senior unsecured notes
     maturing November 2016;

  -- $440 million of senior unsecured notes maturing in 2027.

The senior unsecured (guaranteed) notes contain a 101% change of
control put provision. However, given the 8% coupon on the notes
and Belo's credit profile (and the consolidated Gannett credit
profile), Fitch does not expect the put to be exercised by
bondholders. The notes are callable at 104% and given Gannett's
liquidity (including access to credit markets), Fitch believes it
is more likely that these notes would be redeemed early.

Key Rating Drivers:
Fitch expects a stable operating environment in 2014 for Belo's
operations, with political and Olympic advertising revenues
providing additional support to revenue growth. Although the
ratings do not give a material amount of credit to political and
Olympic revenue, given its temporary and volatile nature, it does
provide a strong free cash flow (FCF) boost in even years.

Secular risks relate primarily to declining audiences amid
increasing entertainment alternatives, with further pressures from
the proliferation of OTT Internet-based television services.
However, it is Fitch's expectation that local broadcasters,
particularly the higher-rated stations, will continue to remain
relevant and capture the material audiences that local, regional
and national spot advertisers will demand. Retransmission revenue
reduces the overall risk to the operating profile.

Rating Sensitivities:
The ratings may be upgraded one notch upon the completion of the
acquisition.

The ratings are on a Positive Watch; as a result, Fitch's
sensitivities do not currently anticipate a rating downgrade.

Fitch currently rates Belo as follows:

-- IDR at 'BB';
-- Guaranteed revolving credit facility (RCF) at 'BB+';
-- Guaranteed senior unsecured notes at 'BB+';
-- Non-guaranteed senior unsecured notes/bonds at 'BB'.

The ratings remain on Rating Watch Positive.

The 'BB+' rating on the RCF reflects the senior guarantee from
substantially all of Belo's domestic subsidiaries, as well as the
absence of secured debt in the capital structure. Although the
guarantee on the senior unsecured 2016 notes is contractually
subordinated to the guarantee on the bank debt, Fitch equalizes
the ratings on the two obligations, given Belo's enterprise value
and the portion of total debt and leverage comprised by both
tranches of debt. The legacy notes are not guaranteed and are
notched neither up nor down from the IDR, reflecting the
expectation for average recovery.


BERNARD L. MADOFF: J.P. Morgan to Pay Over $1-Bil. to Settle Probe
------------------------------------------------------------------
Dan Strumpf, writing for Daily Bankruptcy Review, reported that
J.P. Morgan Chase is expected to pay more than $1 billion in
penalties to the Justice Department to end a criminal probe into
whether it provided adequate warnings about Bernard L. Madoff.

According to the report, the deal, which would also include a
deferred-prosecution agreement with U.S. Attorney Preet Bharara,
could be wrapped up by the end of year, said others close to the
case. Prosecutors have been looking for whether the bank failed to
alert regulators despite numerous red flags. A central component
of the case is why the bank didn't provide a formal report raising
concerns about Mr. Madoff in the U.S. despite filing such a
document with authorities in the U.K.

Mr. Madoff had a two-decade-long relationship with J.P. Morgan
before his arrest in December 2008, the report related.

The largest U.S. bank is also expected to pay an additional set of
fines to U.S. regulators relating to inadequate warnings around
Mr. Madoff as well as other control weaknesses, said the person
close to the situation, the report said.  That amount, which would
go in part to the Office of the Comptroller of the Currency,
hasn't yet been communicated to the bank, this person added.

An OCC spokesman and a J.P. Morgan spokesman couldn't be reached
for comment, the Journal further related.  A spokesman for Mr.
Bharara declined comment.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Criminal Action Is Expected for JPMorgan
-----------------------------------------------------------
Jessica Silver-Greenberg and Ben Protess, writing for The New York
Times' DealBook, reported that JPMorgan Chase and federal
authorities are nearing settlements over the bank's ties to
Bernard L. Madoff, striking tentative deals that would involve
roughly $2 billion in penalties and a rare criminal action. The
government will use a sizable portion of the money to compensate
Mr. Madoff's victims.

According to the report, the settlements, which are coming
together on the anniversary of Mr. Madoff's arrest at his
Manhattan penthouse five years ago, would fault the bank for
turning a blind eye to his huge Ponzi scheme, according to people
briefed on the case who were not authorized to speak publicly.

A settlement with federal prosecutors in Manhattan, the people
said, would include a so-called deferred-prosecution agreement and
more than $1 billion in penalties to resolve the criminal case,
the report related. The rest of the fines would be imposed by
Washington regulators investigating broader gaps in the bank's
money-laundering safeguards.

The agreement to deferred prosecution would also list the bank's
criminal violations in a court filing but stop short of an
indictment as long as JPMorgan pays the penalties and acknowledges
the facts of the government's case, the report said.  In the
negotiations, the prosecutors discussed the idea of extracting a
guilty plea from JPMorgan, the people said, but ultimately chose
the steep fine and deferred-prosecution agreement, which could
come by the end of the year.

Until now, no big Wall Street bank has ever been subjected to such
an agreement, which is typically deployed only when misconduct is
severe, the report pointed out.  JPMorgan, the authorities
suspect, continued to serve as Mr. Madoff's primary bank even as
questions mounted about his operation, with one bank executive
acknowledging before the arrest that Mr. Madoff's "Oz-like
signals" were "too difficult to ignore," according to a private
lawsuit.

                     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.


BOULDER BRANDS: $25MM Add-on Loan No Impact on Moody's 'B1' CFR
---------------------------------------------------------------
Moody's Investors Service stated that Boulder Brands' $25 million
proposed add on term loan B does not impact the company's
Corporate Family Rating ("CFR") of B1. The incremental $25
million, which the company may use for general corporate purposes
including acquisitions, will bring the company's pro forma debt to
EBITDA to 4.6 times, which remains below the 5 times leverage
Moody's has indicated could lead to a downgrade. The company has
good liquidity with $23 million in cash on the balance sheet and
$70 million available on its $80 million senior secured revolving
credit facility. The outlook remains stable.

The following ratings are unchanged:

  Corporate Family Rating of B1

  Probability of Default Rating of B1-PD

  $80 million senior secured revolving credit facility expiring in
  2018 at B1 (LGD 3, 49%)

  $275 million senior secured term loan due 2020 at B1 (LGD 3,
  49%)

  The Speculative Grade Liquidity Rating is SGL-2

The outlook is stable.

Rating Rationale:

The B1 Corporate Family Rating reflects Boulder's limited scale,
moderately high leverage, and the niche nature of its product
offering. The rating also reflects the favorable growth prospects
of the functional food product category, which Moody's believes
will result in strong organic growth, especially within the gluten
free segment. Moody's also expects strong free cash flow, which
will result in a meaningful reduction in debt.

Boulder Brands' stable outlook is based upon Moody's expectation
that the company will continue to post robust organic revenue
growth and generate stable free cash flow to reduce debt over the
next 12 to 18 months. The outlook also reflects the favorable
growth prospects for functional foods and health and wellness
products, generally. The outlook also reflects the company's small
size and the niche nature of its product offering.

The rating could be downgraded if the company's credit metrics
weaken, if liquidity is constrained, or if the company engages in
any debt funded acquisitions that would increase leverage above
5.0 times for a sustained period. Other considerations that could
drive the rating down would be EBIT margins deteriorating
meaningfully for a sustained period or any material product
recalls or supply chain issues that fundamentally weaken its brand
equity.

Upward pressure on the rating is unlikely given the company's
limited scale and niche product offering. Factors that could drive
an upgrade include meaningful growth in size and scale, further
product and geographic diversification, and debt to EBITDA of 3.5
times or less on a sustained basis.

Boulder Brands, Inc. (Boulder) is a consumer foods company that
markets and manufactures a wide array of consumer food products
for sale primarily in the U.S. and Canada. The business consists
of two segments; 1) the Smart Balance segment with branded
products in spreads, and butter,and 2) The Natural segment with
Earth Balance, Glutino and Udi's branded products. The company
generated revenue of $449 million for the twelve months ended
September 30, 2013.


CALFRAC WELL: S&P Raises Corp. Credit Rating to 'BB-'
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Calgary, Alta.-based oilfield service
company Calfrac Well Services Ltd. to 'BB-' from 'B+'.  The
outlook is stable.  At the same time, Standard & Poor's raised its
issue-level rating on Calfrac Holdings L.P.'s senior unsecured
debt to 'BB-' from 'B+'.  The recovery rating on the senior
unsecured debt remains '3', indicating S&P's expectation of
meaningful (50%-70%) recovery in a default scenario.  The ratings
were removed from CreditWatch, where S&P placed them with positive
implications Nov. 26, 2013.

"We base the upgrade on application of our revised corporate
ratings criteria, in particular our assessment of Calfrac's
liquidity as "strong", which leads to a positive adjustment of one
notch to our initial analytical outcome, or anchor, for
speculative-grade companies," said Standard & Poor's credit
analyst Aniki Saha-Yannopoulos.

S&P based its liquidity assessment on its expectation that the
company's various sources of liquidity will exceed its uses by at
least 1.5x in the next 24 months; taking into account Calfrac's
track record, S&P expects liquidity to be unchanged after any
acquisition activity.  In addition, the company has significant
headroom under its covenants.

The "weak" business risk profile incorporates S&P's view of the
North American oilfield service industry's "intermediate" risk and
"very low" country risk.  Calfrac has a significant exposure to a
cyclical and very competitive North American pressure pumping
industry such that demands for its services dropped significantly
in the 2013 downcycle.  As of Sept. 30, 2013, about 80% of
Calfrac's revenue, and almost all operating income, was from North
America.  S&P expects Calfrac to continue placing most of its
equipment in economic oil and gas plays, which should sustain its
operations through any short-term commodity price volatility.

The stable outlook reflects S&P's expectation that improving
industry conditions in 2014 and the Mission acquisition's
integration would improve Calfrac's EBITDA in 2014, improving its
credit measures.  However, at current EBITDA and debt levels, the
company does not have the flexibility to borrow the full
commitment under its revolving credit facilities on a sustained
basis without affecting the ratings.

S&P could take a positive rating action if Calfrac's business risk
profile improves to "fair" -- for example, if the company
significantly improves its market position in the U.S. shale plays
and increases its international operations, enhancing geographic
diversity.  Moreover, S&P would expect operating margins to
improve and the balance sheet to remain strong as the company
manages its growth.  S&P considers this unlikely in the near term.

S&P' could take a negative rating action if Calfrac fails to
withstand severe competitive pressures such that there is no
EBITDA or cash flow growth in 2014.  S&P would expect this
scenario to result in funds from operations-to-debt below 20% on a
sustained basis.  S&P believes that this is also unlikely during
its outlook horizon.


CENGAGE LEARNING: Hilco Valuation Approved as Consultants
---------------------------------------------------------
Bankruptcy Judge Elizabeth S. Stong authorized Cengage Learning,
Inc. and its debtor affiliates to employ Hilco Valuation Services,
LLC -- and Hilco is authorized to perform and be compensated -- as
valuation consultants to the Debtors in connection with the
Debtors' exit financing, on the terms and conditions set forth in
the Application and the Engagement Letters, which are approved,
nunc pro tunc to September 13, 2013.

                      About Cengage Learning

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

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

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

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

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


COMDISCO HOLDING: Posts $1.18-Mil. Net Loss in Yr. Ended Sept. 30
-----------------------------------------------------------------
Comdisco Holding Company, Inc. on Dec. 11 reported financial
results for its fiscal year ended September 30, 2013. Comdisco
emerged from Chapter 11 bankruptcy proceedings on August 12, 2002
and, under its Plan of Reorganization, its business purpose is
limited to the orderly sale or run-off of all of its remaining
assets.

Operating Results: For the fiscal year ended September 30, 2013,
Comdisco reported a net loss of approximately $1,175,000, or $0.29
per common share (basic and diluted).  The net loss was driven in
large part by the selling, general and administrative expenses of
the estate during the fiscal year ended September 30, 2013.  The
per share results for Comdisco are based on 4,028,951 shares of
common stock outstanding on average during the 2013 fiscal year.

For the fiscal year ended September 30, 2013, total revenue was
approximately $200,000 as compared to approximately $462,000 of
revenue for the fiscal year ended September 30, 2012.  The
decrease is primarily the result of lower gains on the sale of
equity investments during the fiscal year as compared to the prior
year and foreign exchange gain during the prior fiscal year.  Net
cash used in operating activities was approximately $1,941,000 for
the fiscal year ended September 30, 2013 as a result of payment of
selling, general and administrative expenses, slightly offset by
bad debt recoveries and equity investment proceeds.

Total assets were approximately $38,304,000 as of September 30,
2013, which included approximately $32,011,000 of unrestricted
cash and short-term investments, compared to total assets of
approximately $39,769,000 as of September 30, 2012, which included
approximately $33,845,000 of unrestricted cash and short-term
investments.  The decrease in cash is primarily a result of
payment of selling, general and administrative expenses of
$2,369,000 paid during the twelve months ended September 30, 2013.

As a result of bankruptcy restructuring transactions, the adoption
of fresh-start reporting and multiple asset sales, Comdisco's
financial results are not comparable to those of its predecessor
company, Comdisco, Inc.

                           About Comdisco

Comdisco emerged from Chapter 11 bankruptcy proceedings on August
12, 2002.  The purpose of reorganized Comdisco is to sell, collect
or otherwise reduce to money in an orderly manner the remaining
assets of the corporation.  Pursuant to the Plan and restrictions
contained in its certificate of incorporation, Comdisco is
specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose.  Accordingly,
within the next few years, it is anticipated that Comdisco will
have reduced all of its assets to cash and made distributions of
all available cash to holders of its common stock and contingent
distribution rights in the manner and priorities set forth in the
Plan.  At that point, the company will cease operations.  The
company filed on August 12, 2004 a Certificate of Dissolution with
the Secretary of State of the State of Delaware to formally
extinguish Comdisco Holding Company, Inc.'s corporate existence
with the State of Delaware except for the purpose of completing
the wind-down contemplated by the Plan.


COMMUNITY TOWERS: Dec. 18 Hearing on Bid to Turn Over Cash
----------------------------------------------------------
The Bankruptcy Court will convene a hearing Dec. 18, 2013, at 2:00
p.m. to consider a motion to compel Community Towers I, LLC, to
turn over cash collateral and provide related accounting.

Adam A. Lewis, Esq., at Morrison & Foerster LLP, on behalf of
SJTC, as successor-in-interest to the rights of CIBC Inc., moved
the Court for an order compelling the Debtors to transfer to SJTC
all cash remaining in the Debtors' possession, which constitutes
SJTC's cash collateral, and to provide an accounting of the funds.

The Court previously granted CIBC relief from the automatic stay
to pursue its remedies as a secured creditor of the Debtors.
SJTC, as CIBC's assignee, conducted a duly noticed foreclosure
sale and acquired the Debtors' real property and all related
personalty by credit bidding a substantial portion of the debt
owing by the Debtors, leaving a deficiency remaining on the
Debtors' loans.  SJTC said its collateral includes the rents,
issues and profits arising from the Debtors' real property.  In
light of the deficiency, SJTC made demand on the Debtors to turn
over the remaining cash collateral in the Debtors' possession, but
the Debtors have thus far refused to transfer those funds.

                  About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.

John Walshe Murray, Esq., at Dorsey & Whitney LLP, represents the
Debtor as counsel, in substitution for Murray & Murray, A
Professional Corporation.  ACM Capital serves as financial
advisor.

Community Towers I, LLC, et al., submitted to the U.S. Bankruptcy
Court for the Northern District of California a Disclosure
Statement explaining the Second Amended Joint Plan of
Reorganization dated Aug. 16, 2013.

As reported in the Troubled Company Reporter on March 5, 2013, the
Court denied confirmation of the prior version of the Debtors'
Joint Chapter 11 Plan.  CIBC Inc., voted against the Joint Plan
and opposed confirmation contending that the Joint Plan (1)
improperly includes a third party release in violation of 11
U.S.C. Section 524; violates Section 1129(a)(11) because it is not
feasible; and is not fair and equitable to CIBC because the
interest rate proposed to be paid is inadequate to compensate CIBC
for the risk inherent in its loan to Debtors.


COREY DELTA: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Corey Delta, Inc.
        1145 Olive Hill Road
        Napa, CA 94558

Case No.: 13-12223

Chapter 11 Petition Date: December 5, 2013

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Hon. Alan Jaroslovsky

Debtor's Counsel: John H. MacConaghy, Esq.
                  MACCONAGHY AND BARNIER
                  645 1st St. W #D
                  Sonoma, CA 95476
                  Tel: (707) 935-3205
                  Email: macclaw@macbarlaw.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eugene Waken, chairman.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb13-12223.pdf


CSG SYSTEMS: S&P Raises CCR to 'BB+' on Revised Criteria
--------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its
corporate credit rating on CSG Systems International Inc. to 'BB+'
from 'BB.'  The outlook is stable.

S&P also raised 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 company's
credit metrics, reflecting the impact of netting a portion of the
company's surplus cash balance against debt.  As a result, both
the company's leverage ratios and debt payback ratios have
significantly strengthened, leading to a stronger financial risk
profile assessment.  We now view the financial risk profile as
"minimal," based on our expectation that leverage will remain in
the low-1x area over the next few years.  We expect leverage to
rise slightly over the next few quarters due to EBITDA declines
but will remain below 1.5x, assuming modest debt repayments.  We
expect further deleveraging to be limited largely to repayment of
the bank facility through increasing amortization over the next
few years until EBITDA growth resumes," S&P said.

S&P views CSG as having a "fair" business risk profile, reflecting
a concentrated customer base in a highly competitive market, as
well as S&P's expectation of modest revenue and profitability
declines through at least 2013 because of customer losses and
pricing concessions associated with recent key contract renewals.

S&P's assessment of CSG's business risk incorporates the
uncertainty of new business growth beyond 2013.  However, the
company's highly recurring revenue base, the long-term nature of
its relationships with key cable and satellite clients, and the
high customer switching costs because of the integrated nature of
its products and services help prevent any steep decline, in S&P's
view.

S&P considers CSG's liquidity to be "strong," under its criteria.
S&P expects sources of liquidity to exceed uses by over 5.5x for
the next 12 to 24 months and net sources to be positive, even
assuming a 30% decline in EBITDA.  The stable rating outlook
reflects S&P's expectation that despite muted revenue growth over
the next 12 months, credit metrics should remain relatively stable
as the risk of material declines in revenues and profitability is
very low.

S&P do not view an upgrade as likely over the intermediate term.
An upgrade would depend on an improvement in S&P's business risk
profile assessment, due to a number of factors, including:
recovery and improving trends in profitability, continued customer
and geographic diversification, and evidence of sustainable growth
for its underlying customer base of cable and satellite operators.
An upgrade would also entail the company's maintaining fully
adjusted leverage below 1.5x on a sustained basis.

Though unlikely in S&P's view, it could lower the rating if the
company loses a significant customer, causing a substantial
decline in EBITDA and FOCF, or engages in a debt-financed
acquisition such that leverage increases to the high-2x area or
above on a sustained basis.


DARLING INTERNATIONAL: Moody's Rates $1.2-Bil. Secured Loan 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Darling International Inc.'s
Corporate Family Rating ("CFR") to Ba2, citing weakened credit
metrics and the execution risks associated with its planned
acquisition of Netherlands-based Vion Ingredients, Inc.
Concurrently Moody's assigned a Ba2 rating to Darling's proposed
$1.2 billion senior secured term loan B and assigned a B1 rating
to the proposed $500 million senior unsecured notes. The outlook
is stable.

Rating Rationale:

The Ba2 Corporate Family Rating reflects Darling's high leverage
which will result from the acquisition of Ingredients for EUR1.6
billion and the execution risks associated with the sheer size and
scope of Ingredient's business, as well as its operations around
the world in markets where Darling has limited, if any, presence.
This is partially offset by the fact that, pro forma for the
acquisition, Darling will have meaningful global scale, with
operations on 5 continents spanning 140 different production
sites.

The rating also reflect risks associated with the volatility in
related commodities, changes in raw material volumes, as well as
the price of finished products. Darling's business can also be
adversely impacted by several factors outside its control,
including animal disease, weather, regulation, trade disputes and,
increasingly, foreign exchange risk. Alternatively, the rating
also incorporates Darling's good pro forma profitability, strong
cash flows, and its good scale in rendering and recycling for the
food industry -- which Moody's expects will improve following the
acquisition of Ingredients -- as well as its critical role in the
waste handling process.

The following ratings have been downgraded:

Darling International Inc.

  Corporate Family Rating from Ba1 to Ba2;

  Probability of Default Rating from Ba1-PD to Ba2-PD

  $1billion senior secured revolver expiring in 2018 from Ba1
  (LGD 4, 51%) to Ba2 (LGD 3, 44%)

  $350 million senior secured term loan due 2018 from Ba1 (LGD 4,
  51%) to Ba2 (LGD 3, 44%)

The following ratings are assigned, subject to Moody's
satisfactory review of documentation:

  $1.2 billion senior secured term loan B due 2020 at Ba2 (LGD 3,
  44%)

  $500 million senior unsecured notes due 2021 at B1 (LGD 6, 91%)

The following rating will be withdrawn upon closing of the
proposed transaction:

  $250 million senior unsecured notes due 2018 at Ba2 (LGD 5, 77%)

The Speculative Grade Liquidity Rating is affirmed at SGL-1

Moody's expects that Darling will maintain very good liquidity
over the next 12 to 18 months, owing to strong cash flow and its
$1 billion senior secured revolver. The stable outlook reflects
Moody's expectation that Darling's scale and diversity of its pro
forma product and service offering will support continued stable
cash flow and earnings which Moody's expects it to deploy to
reduce leverage.

The rating could be upgraded if Darling is able to improve credit
metrics and successfully integrate all of its recent acquisitions.
Specifically, the company would need to achieve debt/EBITDA below
3.5 times for a sustained period.

The ratings could be lowered if Darling's profitability, cash flow
stability or liquidity deteriorates. Moody's could also downgrade
the ratings if dividends or difficulties in integrating
acquisitions leads to weakened credit metrics with debt-to-EBITDA
exceeding 4.5 times on a sustained basis.

Darling International Inc. provides rendering, recycling and
recovery solutions to the US food industry. Finished products,
which are sold to producers of livestock, feed, oleo-chemicals,
bio-fuels, soaps and pet foods, include meat and bone meal
("MBM"), bleachable fancy tallow ("BFT"), Cookie meal(R), and
yellow grease ("YG"). Darling's announced EUR1.6 billion
acquisition of Vion Ingredients, Inc. ("Ingredients") in early
2014will double the company's size and expand Darling's product
capabilities into specialty ingredients such as gelatin, plasma
and biogas. Pro forma for the company's series of 2013
acquisitions (including US-based TRS, Canadian-based renderer
Rothsay, and the Netherlands-based Ingredients) the company's pro-
forma revenues are around $4 billion.


DETROIT, MI: Leaders Defend Proposed $350-Mil. Bankruptcy Loan
--------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
Detroit's leaders are accusing bond insurers, unions and retiree
groups who have tried to block the city from borrowing a $350
million bankruptcy loan of overlooking the city's need to fix its
"postapocalyptic urban landscape" and, instead, focusing on their
own recovery.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DIGICEL GROUP: Fitch Rates Proposed $500MM Proposed Sr. Notes 'B-'
------------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR5(exp)' rating to Digicel Group
Limited's (DGL) proposed USD500 million senior notes due 2020.
Proceeds from the issuance are expected to be used for general
corporate uses including debt service, capital expenditures and
acquisitions. 'RR5' rated securities have below average recovery
prospects given default and characteristics consistent with
securities historically recovering 11%-30% of current principal
and related interest.

Key Rating Drivers:

Digicel's ratings reflect solid operating performance and CFO
generation, diversified revenues and expectations for stable
credit metrics. The ratings are supported by the company's
position as the leading provider of wireless services in most of
its markets and strong brand recognition. Digicel's credit quality
is tempered by continued high leverage and the exposure of its
operations to low rated countries.

Under Fitch's approach to rating entities within a corporate group
structure, the IDRs of DGL, Digicel Limited (DL) and Digicel
International Finance Limited (DIFL) are the same and viewed on a
consolidated basis as they have a weaker parent and the degree of
linkage between parent and subsidiaries is considered strong. For
issue ratings, Fitch rates debt at DIFL one notch higher than its
parent DL reflecting its above average recovery prospects. DL's
ratings reflect the increased burden the DGL subordinated notes
place on the operating assets and the loss of financial
flexibility. The ratings of DGL incorporate their subordination to
debt at DIFL and DL, as well as the subordinated notes' below-
average recovery prospects in the event of default.

Stable Operating Trends:
Fitch expects value added services (VAS) as a percentage of
revenue to continue increasing a proportion of revenues. For the
quarter ended Sept. 30, 2013, VAS accounted for 24% of service
revenues, of which approximately 7% is related to short message
service (SMS). Both SMS and other data services have posted
positive trends. Positive trends in VAS have supported revenues
and EBITDA growth over the past few quarters, offsetting pressures
from traditional voice services in some markets due to reductions
in mobile termination rates (MTR), local currency depreciation and
strong competition. In addition, Papua New Guinea (PNG) growth
continues to support operating results.

DGL has diversified its cash flow generation and asset base
leading to lower business risk over the past several years. Fitch
estimates that PNG has become the most important market for EBITDA
contribution, followed by Haiti and Jamaica. Digicel Pacific
Limited (DPL), subsidiary of DGL, continues to grow and is
generating positive free cash flow (FCF). DPL's operating trends
are underpinned by PNG which is able to pay dividends to DGL since
2012. For the 12 months ended Sept. 30, 2013, DPL contributed
approximately 25% of DGL's consolidated EBITDA. The most important
contributors to DGL's EBITDA are PNG, Haiti, Jamaica, Trinidad &
Tobago and French West Indies (FWI).

Temporary High Cash Balances:
After the reopening of the 2020 bond issuance, Digicel's high cash
balances are estimated to exceed USD1.5 billion. Taking into
account the USD650 million recently announced proposed dividend,
cash balances should be close to USD900 million. Fitch believes
the remainder cash may be used for some debt repayment or
additional investments in existing markets.

Increased Capex:
Fitch expects increased capital expenditures in the remainder of
fiscal year (FY) 2014 and FY2015 to pressure FCF. Capex is
expected to be focused on expansion of network capacity, 4G
launches and the rollout of a tower company in Myanmar. The capex
to revenue ratio is expected to trend towards 10% in the long
term. Higher capital expenditures and the payment of a USD650
million special dividend in the next six months should turn FCF
negative. FCF is expected to turn positive by FY2016 in the
absence of special dividends as capital expenditures stabilize.

Leverage at DGL remains high but should tend to gradually decline
in the medium term, as EBITDA grows and indebtedness remains
relatively stable. Considering the recent bond reopening for
USD500 million at DGL and consolidated financial data for DGL as
of Sept. 30, 2013; pro forma total debt to EBITDA is close to 5.1
times (x), while net debt to EBITDA should approximate to 4.3x.
Reported leverage as of Sept. 30, 2013 based on last twelve months
EBITDA was 4.7x. At DL, total debt to EBITDA was 3.5x for this
same period. Total pro forma DGL's debt is should approximate to
US$6.1 billion. Consolidated pro forma total debt as of Sept. 30,
2013 and including the USD500 million reopening is allocated as
follows: USD2,775 million at DGL, USD2,350 million at DL, USD848
million at DIFL and USD127 million at DPL. Digicel does not face
any significant maturity until FY2018. Before this date the
largest maturity in a single year is US$353 million in FY2015.

Rating Sensitivities:

A negative rating action could be triggered if consolidated
leverage at DGL approaches 6.0x. While refinancing risk was
reduced with the recent issuances, inability to refinance in
advance sizeable bullet maturities in the medium to longer term
could pressure credit quality. Positive factors for credit quality
would be a sustained reduction in gross leverage at DGL to about
4.0x or below and an increase in free cash flow generation.

Fitch currently rates DGL and its subsidiaries Digicel Limited
(DL) and Digicel International Finance Limited (DIFL as follows:

DGL

-- Long-term Issuer Default Rating (IDR) at 'B'
-- US$1.5 billion 8.25% senior subordinated notes due 2020 at 'B-
   /RR5';
-- US$775 million 10.5% senior subordinated notes due 2018 at 'B-
   /RR5'.

DL

-- Long-term IDR at 'B';
-- US$800 million 8.25% senior notes due 2017 at 'B/RR4';
-- US$250 million 7% senior notes due 2020 at 'B/RR4';
-- US$1.3 billion 6% senior notes due 2021 at 'B/RR4'.

DIFL

-- Long-term IDR at 'B';
-- Senior secured credit facility at 'B+/RR3'.

The Rating Outlook is Stable.


EASTERN HILLS: U.S. Trustee Wants Case Converted to Chapter 7
-------------------------------------------------------------
The U.S. Trustee for Region 6 asks the U.S. Bankruptcy Court for
the Northern District of Texas to convert the Chapter 11 case of
Eastern Hills Country Club to one under Chapter 7 of the
Bankruptcy Code.

According to the U.S. Trustee, cause exists for conversion of the
Debtor's case because, among other things:

   1. the Debtor has not complied with its fiduciary duties,
      and because the Debtor's operations are insufficient to
      support a plan of reorganization;

   2. the Debtor's operating reports appear less than reliable
      as they fail to provide an accurate account of post-
      petition liabilities;

   3. the Debtor has failed to remain current on adequate
      protection payments and is not in compliance with its post-
      petition tax reporting obligations.

                        About Eastern Hills

Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities.  The petition was signed by David
Harvey as president.  Judge Stacey G. Jernigan presides over the
case.  Richard W. Ward, Esq., serves as the Debtor's counsel.

According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq.
foot putting green, practice facility, and driving range.  The
golf course has been home of the Texas Womens Open since 2011.

The Department of the Treasury, Internal Revenue Service, the
State of Texas and VGM Financial Services, 1111 W. San Marnan,
Waterloo, IA 50701 assert interest on inventory, accounts
receivable and proceeds.


EL CENTRO MOTORS: GlassRatner Touts Successful Restructuring
------------------------------------------------------------
GlassRatner, an automotive and bankruptcy financial advisory firm,
on Dec. 11 disclosed that it has reached a consensual settlement
in the bankruptcy agreement for El Centro Ford, one of the most
popular dealerships in the area.  The Debtor's Plan of
Reorganization was confirmed and the owners of the dealership will
continue to own and operate a profitable dealership and pay the
negotiated settlement amount to the creditors over a term of seven
years.

Prior to the bankruptcy, El Centro Ford faced a multi-million
dollar lawsuit and adverse arbitration ruling.  The judgment
creditor began attempting to attach liens to the dealership's
property, leaving the dealership with no choice but to file a
Chapter 11 Bankruptcy.  Post-filing, the debtor engaged the firm
of GlassRatner as the dealership's financial adviser.

GlassRatner was charged with the several tasks in the case.
First, the firm completed the assessment of the estimated sale
value of the dealership, and prepared to give expert testimony to
the BK Court regarding going-concern dealership valuation.
Secondly, it assisted with the formulation of the Debtor's Plan of
Reorganization and Disclosure Statement, including preparing to
provide expert testimony regarding Plan Feasibility at the Plan
Confirmation Hearing.  Finally, it worked with Debtor's legal
counsel, Marty Brill of Levene, Neale, Bender, Yoo & Brill, LLP,
in successful settlement discussions with Creditors' Counsel,
which resulted in a consensual resolution and confirmation of the
Debtor's Plan of Reorganization.

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-03860) on
March 21, 2012, estimating $10 million to $50 million in assets
and debts.  Chief Judge Peter W. Bowie presides over the case.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.

The Debtor disclosed at least $8,332,571 in total assets and
$19,624,057 liabilities as of the Chapter 11 filing.


ELCOM HOTEL: Bankruptcy Court Clarifies Order on Dec. 6 Deadline
----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida entered on Dec. 6, 2013, an order
clarifying a previous order approving the Disclosure Statement
explaining the Chapter 11 Plan for Elcom Hotel & Spa, LLC and
Elcom Condominium, LLC.

On Dec. 4, the Debtors filed a motion stating that the Dec. 6
deadline for claim objections applies only to objections for
purposes of voting on the Plan and does not apply to objections to
the amount or allowability of claims for the purpose of making
distributions under the Plan, or otherwise supersede the
provisions in the plan with respect to claims objections.

The Court, in its order, provided that objections to claims are to
be filed by Dec. 6, 2013.

According to the Debtor, Section 6.3 of the Debtor's Plan,
however, provides that objections to claims may be filed by the
Liquidating Trustee until the 90th after the Effective Date of the
Plan.

The Debtors noted that the order did not contemplate that the
schedule set forth in the order setting the confirmation deadlines
would override the provisions of the Plan; and giving the
Liquidating Trustee authority to file claim objections after the
Effective Date of the Plan, but rather that the deadline in the
order setting confirmation would be applicable only to objections
for purposes of voting on the Plan.

                        About Elcom Hotel

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

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

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

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

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


ELCOM HOTEL: RMA Hotel Defends Claims Estimation Bid
----------------------------------------------------
The RMA Hotel Condominium Unit Owners at One Bal Harbour responded
to the objection filed by Elcom Hotel & Spa, LLC and Elcom
Condominium, LLC, to RMA's motion for entry of an order (a)
temporarily allowing claim nos. 62 and 32-1; or, alternatively,
(b) estimating claims for voting purposes.

According to the Unit Owners, the Debtors' objection must be
overruled because the Debtors (a) failed to meet their burden of
proof to overcome the Unit Owners' claims; (b) offer no basis for
disallowing the claims other than bald, unsubstantiated assertions
of their lack of merit; and (c) the lost rents, or more
appropriately labeled, the stolen rents, were never part of the
Debtors' estate in the first place, and therefore, they should be
paid outright from the proceeds from the sale of the asset and
must not be lumped together with unsecured claims to be paid from
the Debtors' estate.

On Dec. 5, the Debtors objected to RMA's motion, stating that the
Filed Claims of the Unit Owners must be disallowed for voting
purposes on the Plan.  To allow the Unit Owners to vote the Filed
Claims in any amount in light of the admitted duplicative nature
with the Hotel Association Claim and the highly speculative and
disputed nature of the Filed Claims is neither appropriate nor
fair to the other creditors in the Chapter 11 cases.

The Debtors noted that they filed on Nov. 22, 2013, their Revised
First Amended Disclosure Statement in Support of Joint Plan of
Liquidation and their Revised Joint Plan of Liquidation.  On
Nov. 25, 2013, the Court entered an order approving the Disclosure
Statement.  The Court scheduled a confirmation hearing on the Plan
for Jan. 17, 2014.

                        About Elcom Hotel

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

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

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

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

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


ELLINGTON MUTUAL: A.M. Best Lowers Finc'l. Strength Rating to 'B'
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and the issuer credit rating to "bb" from
"bbb-" of Ellington Mutual Insurance Company (EMIC) (Hortonville,
WI).  The outlook for both ratings remains negative.

The rating actions are based on A.M. Best's concerns regarding
EMIC's trend of increasing operating losses, declining risk-
adjusted capitalization and policyholder's surplus.  Furthermore,
the ratings and outlook reflect its dependence on one reinsurer,
its increased common stock investment leverage, concentrated
business profile that has exposed the company to frequent and
severe wind and hail events, and management's ability to reverse
operating loss trends in the near term.  Despite these negative
attributes, EMIC has adequate risk-adjusted capitalization,
history of adequate loss reserving practices, long-standing agency
relationships and historic presence writing property business in
underserved rural areas of Central Wisconsin.

Future negative rating actions could occur if the initiatives
undertaken by EMIC's management to return to operating
profitability do not materialize in the near term.  Conversely, a
return to a stable outlook may occur if EMIC returns to and
sustains operating profitability, leading to strengthened
policyholder's surplus and risk-adjusted capitalization as
calculated by Best's Capital Adequacy Ratio.


EMPRESAS INTEREX: Amended Reorganization Plan Confirmed
-------------------------------------------------------
According to minutes of the confirmation hearing held Nov. 21,
2013, Empresas Interex Inc., won confirmation of its Amended Plan
of Reorganization.

As reported in the Troubled Company Reporter on Oct. 10, 2013,
the Court has approved the Disclosure Statement, and certain
amendments thereof, as having adequate information.  The Debtor
and parties-in-interest may now solicit acceptances or rejections
of the Debtor's Plan, pursuant to 11 U.S.C. Sec. 1125.

As reported in the TCR on Aug. 26, 2013, the first amended
disclosure statement provide for this treatment of claims:

   * The claim of DF Services, LLC, the Plan sponsor, estimated to
amount to $7,547,006, is impaired.  DF's claim will be satisfied
through the transfer of the Debtor's residential project on the
effective date of the Plan.  In consideration of the transfer of
the Property, DF's claim will be reduced to $6,870,728, and DF
will fund the 50% payment to be made to Holders of Allowed General
Unsecured Claims.

   * The claim of the Debtor's shareholder, Universidad
Interamericana de Puerto Rico, estimated to amount to $360,440, is
impaired, but is estimated to recover 100% of the allowed amount.
The Allowed Claim of the University, bearing an annual interest at
2% over the prime rate, with a floor of 6%, collateralized by a
parcel of land of 1,598 square meters at PR-830, Bayamon, Puerto
Rico, will be paid on the basis of $1,953 per month, including
principal and interest at 4.25% per annum, over a period of 25
years.

   * Allowed General Unsecured Claims, estimated to total
$175,694, are impaired and are estimated to recover 50% of the
total allowed amount.  Holders of Allowed General Unsecured Claims
will be paid pro-rata from the $87,847 to be provided by DF.

A full-text copy of the First Amended Disclosure Statement, dated
Aug. 19, 2013, is available for free at:

          http://bankrupt.com/misc/EMPRESAS_ds0819.pdf

                    About Empresas Interex Inc.

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.  The Debtor
is represented by Charles A. Cuprill P.S.C. Law Offices.


ENDO FINANCE: Moody's Rates Unsecured Notes 'B1'; Outlook Negative
------------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to the new
senior unsecured notes of Endo Finance Co., a wholly-owned
subsidiary of Endo Health Solutions Inc. There are no changes to
Endo's existing ratings including the Ba3 Corporate Family Rating,
the Ba3-PD Probability of Default Rating, and the B1 senior
unsecured rating. The rating outlook remains negative.

Proceeds from the offering are expected to be to refinance Endo's
existing credit facility, for fees and expenses related to Endo's
pending acquisition of Paladin Labs Inc., and for general
corporate purposes.

Rating assigned to Endo Finance Co.:

B1 (LGD 5, 72%) senior unsecured notes due 2022

The B1 rating on the new senior notes and the Ba1 rating assigned
on December 6, 2013 to the proposed new credit agreement of Endo
Luxembourg Finance I Company S.a.r.l. are subject to Moody's
review of final documentation.

Ratings Rationale:

Endo's Ba3 Corporate Family Rating reflects its modest size and
scale relative to larger pharmaceutical peers, partially offset by
the company's solid market positioning as a niche player in the
pain and urology markets and by its revenue diversity across
branded drugs, generic drugs and medical devices. Endo's expertise
in pain drugs and its good compliance with US Drug Enforcement
Agency (DEA) regulations act as high barriers to entry, also a
credit strength. Moody's views the Paladin acquisition as credit-
positive because Endo will gain EBITDA and cash flow as well as
improved revenue diversity without any substantial increase in
debt. Further, Endo will re-incorporate in Ireland, providing tax
savings that will be reflected in Endo's future cash flow.
However, Endo faces a significant challenge reviving top-line
growth because of generic pressures affecting two branded
franchises (Lidoderm and Opana ER) and softness in medical
procedure volumes. Endo also faces rising exposure to lawsuits
related to the surgical mesh products of its subsidiary, American
Medical Systems. Amidst these pressures, Endo is undergoing
significant cost reduction initiatives following recent changes in
senior leadership. Business development could result in higher
debt levels, but the Ba3 rating incorporates Moody's expectation
that debt/EBITDA will be sustained within a range of 3.0 to 4.0
times.

The rating outlook is negative. Despite the credit-positive nature
of the Paladin transaction described above, Moody's does not yet
believe that Endo's credit profile has fully stabilized because of
downward EBITDA trends, exposure to surgical mesh litigation, and
the uncertainty created by a dynamic M&A strategy. Although not
expected in the near term, Moody's could upgrade Endo's ratings if
the company restores internal growth rates and reduces litigation
uncertainties while sustaining conservative credit metrics
including gross debt/EBITDA below 3.0 times. Conversely, Moody's
could downgrade Endo's ratings if gross debt/EBITDA is sustained
above 4.0 times. This scenario could occur if Endo performs debt-
financed acquisitions, faces substantial litigation cash outflows,
or suffers worse-than-expected operating setbacks on products like
Lidoderm or Opana ER.

Headquartered in Malvern, Pennsylvania, Endo Health Solutions is a
U.S.-focused specialty healthcare company offering branded and
generic pharmaceuticals, medical devices and services. Endo's key
areas of focus include pain management, urology, oncology and
endocrinology. For the 12 months ended September 30, 2013 Endo
reported net revenues of approximately $3.0 billion.


ENDO HEALTH: S&P Rates Proposed $1.47 Billion Term Loans 'BB+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on pharmaceutical company Endo Health
Solutions Inc.  The outlook is stable.

At the same time, S&P assigned the proposed $1,475 million term
loans to be co-issued by Endo Luxembourg Finance Co. I S.a.r.l and
NIMA Acquisition LLC its 'BB+' credit rating (two notches above
the corporate credit rating on Endo), with a recovery rating of
'1', indicating S&P's expectation for very high (90% to 100%)
recovery of principal in the event of default.  S&P assigned its
'B' credit rating (two notches below the corporate credit rating
on Endo) to Endo Finance Co.'s proposed $375 million senior
unsecured notes, with a recovery rating of '6', indicating S&P's
expectation for negligible (0%-10%) recovery of principal in the
event of payment default.

"We also affirmed our 'BB+' issue-level ratings on Endo's existing
bank debt and removed the ratings from CreditWatch with negative
implications, where they were placed Nov. 6; the '1' recovery
rating on this debt is unchanged.  We lowered our credit ratings
on Endo's existing senior unsecured debt to 'B' from 'BB-' and
removed those ratings from CreditWatch with negative implications.
We revised our recovery rating on the senior unsecured debt to '6'
from '4', indicating our expectation of negligible (0% to 10%)
recovery of principal in the event of payment default.  The
downgrade of the senior unsecured debt reflects the increased size
of this debt class relative to our estimate of Endo's value in the
event of default," S&P added.

"The acquisition of Paladin does not alter our "fair" assessment
of Endo's business risk profile, with gradually improving product
diversity," said credit analyst Gail Hessol.  "We do not expect
the transactions to materially affect the company's leverage, but
we continue to believe Endo's growth goals and financial policies
are consistent with an "aggressive" financial risk profile, and we
expect leverage to rise above 4.0x from 2.7x as of Sept. 30, 2013,
reflecting both higher debt levels and lower EBITDA.  In our view,
the creation of an Irish corporate structure provides a platform
and incentive for sizeable debt-financed acquisitions."

The stable outlook reflects S&P's view that Endo will manage its
EBITDA decline and growth ambitions such that leverage will rise
but remain below 5x.

S&P could raise the rating if the company stabilizes its revenue
and earnings base and S&P becomes convinced that leverage would
remain below 4x.  This could result from of a combination of
developments: if the pace of Lidoderm and Opana revenue declines
is slower than S&P expects; if growth in Endo's generic drugs or
new drugs in its pipeline exceed our expectations; and if acquired
businesses make a meaningful contribution.  Leverage could also
remain below 4x if acquisition activity is more moderate than S&P
anticipates, if the company meaningfully pays down debt, or if it
achieves higher than anticipated cost synergies from acquired
companies.

S&P could lower the rating if it expects leverage to rise above
5x.  This could occur if revenue from branded products drops more
rapidly than S&P expects, if growth of generic drugs falters, if
cost reduction efforts are not as successful as S&P anticipates,
or if the company becomes more aggressive in terms of acquisition
activity.  Based on EBITDA for the 12 months ended Sept. 30, 2013,
leverage would reach 5x if Endo borrowed about $2.8 billion of
additional debt.


EWGS INTERMEDIARY: Bayshore Partners Approved as Investment Banker
------------------------------------------------------------------
EWGS Intermediary, LLC and Edwin Watts Golf Shops, LLC, obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Bayshore Partners LLC as investment banker,
nunc pro tunc to Nov. 4, 2013.

As reported in the Troubled Company Reporter on Nov. 27, 2013,
Bayshore Partners will, among other things, (a) assist the Company
with the formulation, evaluation and implementation of various
options for a transaction; (b) assist the Company in preparing a
written Confidential Information Memorandum (CIM) describing its
business, strategy, market position, growth opportunities, and
historical and projected financial information; and (c) solicit
and evaluate proposals from potential parties to a Transaction.

Bayshore Partners will be paid the following fee structure:

   (a) A monthly advisory fee of $50,000, prorated for any partial
       month period, with the first payment due and payable
       commencing on Oct. 16, 2013, and each additional payment
       due and payable on the monthly anniversary of the effective
       date until the termination of the engagement letter.

  (b)  A nonrefundable cash fee deemed earned upon the closing of
       a transaction, and payable immediately and directly from
       the proceeds of such transaction or from the Debtors, as a
       necessary and reasonable cost of such transaction, equal to
       the greater of the following:

       -- $650,000, minimum transaction fee, or

       -- 2.5% of the consideration up to the amount PNC Bank
          receives in connection with a transaction, the "PNC
          Debt"; plus

       -- 3.5% of the consideration in excess of the PNC Debt.

                    About EWGS Intermediary

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

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

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


EWGS INTERMEDIARY: Gets Okay to Hire Epiq as Admin. Agent
---------------------------------------------------------
EWGS Intermediary, LLC and Edwin Watts Golf Shops, LLC, obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Epiq Bankruptcy Solutions, LLC as
administrative agent, nunc pro tunc to Nov. 4, 2013.

As reported in the Troubled Company Reporter on Nov. 27, 2013
Epiq will be paid at these hourly rates for its services:

       Clerical/Administrative Support       $25-$40
       Case Manager                          $50-$90
       IT/Programming                        $65-$130
       Senior Case Manager                   $85-$125
       Director of Case Management           $145-$185
       Case Analyst                          $50-$90
       Consultant/Senior Consultant          $145-$185
       Director/Vice President Consulting      $190
       Communications Counselor                $190
       Executive Vice President                $190

                    About EWGS Intermediary

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

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

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


EWGS INTERMEDIARY: FTI Consulting Okayed as Financial Advisor
-------------------------------------------------------------
EWGS Intermediary, LLC and Edwin Watts Golf Shops, LLC, obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ FTI Consulting, Inc. as financial advisor, nunc
pro tunc to Nov. 4, 2013.

Judge Mary F. Walrath ruled that in the event that FTI's hourly
rates (with the exception of Adam Melvin or his replacement) are
below the blended rate of $525 per hour, FTI will be compensated
at the hourly rates incurred and will not elevate the rates to
reach the $525 blended rate cap.

                  About EWGS Intermediary

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

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

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


EWGS INTERMEDIARY: Files Schedules of Assets and Liabilities
------------------------------------------------------------
EWGS Intermediary, LLC, filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                     $0.00
  B. Personal Property          undetermined
  C. Property Claimed as
     Exempt
  D. Creditors Holding                         $77,801,784.63
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims                                              0.00
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                              0.00
                              --------------    -------------
        TOTAL                             $0   $77,801,784.63

A full-text copy of EWGS Intermediary's schedules may be accessed
for free at http://is.gd/9FGIUs

                    About EWGS Intermediary

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

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

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


FEDERAL-MOGUL: Moody's Affirms 'B2' CFR & 'B1' Term Loan Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family (CFR) and
Probability of Default (PDR) Ratings of Federal-Mogul Corporation
at B2 and B2-PD, respectively, following the company's
announcement that it has completed an amendment to extend the
maturity of its senior secured asset based revolver to 2018 and
received a refinancing comfort letter from an affiliate of Carl C.
Icahn, the indirect owner of approximately 81% of the voting power
of the Federal-Mogul's capital stock. In a related action, Moody's
affirmed the ratings on the $1.6 billion senior secured tranche B
and the $943 million senior secured tranche C term loans at B1.
However, Moody's believes the $1.6 billion tranche B term loan
will likely become a current liability of the company over the
coming weeks. As such, the Speculative Grade Liquidity Rating was
lowered to SGL-4 from SGL-3, which also resulted in a revision of
the company's rating outlook to negative from stable. The
refinancing comfort letter while providing some "comfort" is not a
guarantee and thus does not mitigate the concern of the pending
maturity.

The following ratings were affirmed :

  Corporate Family Rating, at B2;

  Probability of Default Rating, at B2-PD;

  $1.6 billion(remaining amount) senior secured tranche B term
  loan due December 2014, at B1 (LGD3, 33% from 34%);

  $943 million (remaining amount) senior secured term loan
  facility due December 2015, which includes a $50 million senior
  secured synthetic letter of credit facility and a $0.893 billion
  senior secured term loan, at B1 (LGD3, 33% from 34%)

The following rating was lowered:

  Speculative Grade Liquidity Rating to SGL-4 from SGL-3

Ratings Rationale:

The affirmation of Federal-Mogul's B2 Corporate Family Rating
reflects the positive operating performance trends the company has
experienced during the first three quarters of 2013; the
successful $500 million common stock rights offering completed in
July 2013 which has enabled the recent $250 million partial
prepayment of the tranche B term loan; the completion of the
amended and extended ABL revolving credit facility; and the
actions of the company's controlling shareholder to support an
improved capital structure through both participating in the
rights offering and the provision of a comfort letter supporting a
refinancing of $1.6 billion of debt due in December 2014. Yet,
Moody's considers the refinancing comfort letter provided by an
affiliate of Carl C. Icahn as less than a guarantee. In addition
the negative rating outlook incorporates the risk of the
availability of funds controlled by this affiliate throughout the
term of the September 2014 maturity of the refinancing comfort
letter, and other provisions.

Federal Mogul's EBITA margin improved to an average of 5.4% in the
first three quarters of 2013 (inclusive of Moody's standard
adjustments) from an average of 1.5% in the second half of 2012.
While leverage remains high with debt/EBITDA of about 6.3x
(annualized for the first three quarters of 2013 and inclusive of
the recent debt paydown), Federal-Mogul has demonstrated improved
free cash flow generation which Moody's expects to continue into
2014. This trend should support a refinancing of the company's
funded debt. The continuation of positive operating trends along
with addressing the company's 2014 and 2015 debt maturities should
result in the restoration of the company's liquidity profile to
adequate and stable rating outlook.

Federal-Mogul liquidity profile was lowered to SGL-4 reflecting
the likelihood that the $1.6 billion tranche B term loan will
become a current maturity on December 27, 2013. This amount is far
in excess of the company's free cash flow generation ability and
committed liquidity lines. While Moody's views the refinancing
comfort letter recently executed by an affiliate of Carl C. Icahn
as strong public demonstration of support, it is short of a
committed refinancing.

Supporting Federal-Mogul liquidity position are cash and cash
equivalent as of September 30, 2013 of $960 million, reduced by
$250 million used to pay down the tranche B term loan.
Availability under the existing $540 million asset based revolving
credit was $476 million. The recently announced amended and
extended $550 million asset based revolving credit facility
matures in 2018. However, the facility has a maturity date
acceleration covenant if any more than $300 million under the
tranche B or tranche C term loans remains outstanding 91 days
before their respective maturity dates. Moody's continues to
expect free cash flow to be positive over the next twelve months
reflecting the company's improved operating performance and
stabilizing economic conditions in Europe. As of September 30,
2013, the company had about $274 million of factored accounts
receivables which Moody's considers a detractor to the liquidity
profile. The asset based revolving credit facility has a springing
fixed charge coverage test when availability deteriorates below
certain thresholds, while the senior secured term loan does not
have financial maintenance covenants. Alternative forms of
liquidity are expected to remain available to Federal-Mogul
through additional indebtedness baskets allowed by the senior
secured credit facilities.

Future events that have potential to drive a stable rating outlook
include addressing the company's 2014 and 2015 debt maturities,
and the continuation of positive operating trends resulting in
EBITA/Interest coverage at about 2.0x, and Debt/EBITDA leverage
approaching 6.0x.

Future events that have potential to drive Federal-Mogul's ratings
lower include the inability to address the company's 2014 and 2015
debt maturities over the coming months; deterioration in
automotive industry conditions without offsetting restructuring
actions; or material increases in raw materials costs that cannot
be passed on to customers, leading to lower profitability.
Consideration for a lower rating could arise if any combination of
these factors were to result in EBITA/Interest coverage
approaching 1.0x or debt/EBITDA being sustained above 6.5x.

Federal-Mogul Corporation, headquartered in Southfield, MI, is a
leading global supplier of products and services to the world's
manufacturers and servicers of vehicles and equipment in the
automotive, light, medium and heavy-duty commercial, marine, rail,
aerospace, power generation and industrial markets. The company's
products and services enable improved fuel economy, reduced
emissions and enhanced vehicle safety. Revenues in 2012 were $6.4
billion.


FLORIDA GAMING: Gets Deadline for Stalking Horse Deal
-----------------------------------------------------
Law360 reported that a Florida bankruptcy judge set a Dec. 16
deadline for the bankrupt owner of Casino Miami Jai Alai and a
casino operator to agree on a stalking horse bid after they failed
to strike a deal in time for a Dec. 11 hearing that was set to
approve procedures for a March auction.

According to the report, Florida Gaming Centers Inc. had said in
its Nov. 25 motion seeking approval of sale procedures that it
expected to file an asset purchase agreement before the parties'
appearance before the Bankruptcy Court.

                        About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.


FPL ENERGY: Fitch Affirms 'BB' Rating on $360MM Sr. Secured Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of FPL Energy National
Wind, LLC (Opco) and FPL Energy National Wind Portfolio, LLC
(Holdco) as follows:

-- Opco $365 million senior secured notes due 2024 at 'BB';
-- Holdco $100 million senior secured notes due 2019 at 'B-'.

The rating actions follow the executed sale of the portfolio's
Wyoming wind farm and subsequent buy down of debt, subject to
closing.

The Rating Outlook for the Opco notes remains Negative due to the
potential for continued pressure on cash flow from assets that
have historically produced electric generation materially below
forecast. The Rating Outlook for the Holdco notes has been revised
to Stable from Negative based on adequate liquidity to support
debt payment during the remaining six-year tenor.

Key Rating Drivers:

-- Fully Contracted Revenues: Revenues are derived under fixed-
price long-term contracts for a portfolio of nine wind farm
projects totaling 534 megawatts (MW). Additional volumes through
2028 for the Vansycle wind farm due to an automatic extension of
the power purchase agreement (PPA) were not originally
contemplated and enhance the portfolio's revenue profile.
Expiration of the production tax credits (PTCs) in 2013 has no
rating impact as these additional revenues were originally
projected to roll off in 2014. (Midrange)

-- Lower Wind Production than Anticipated: Actual wind resource
   since inception has been roughly 8% below the original P50
   estimate though with below P90 performance in 2012-2013. The
   Project benefits from diversified asset sites; however, the
   portfolio effect has not fully mitigated generation losses from
   reduced wind speeds. Positively, the revised projections
   utilize a P50 forecast based on actual performance which is 6-
   7% below the original P50. Fitch reduces this forecast further
   by 9-12% in the rating case to assess cash flow stability
   during periods of reduced output. (Weaker)

-- Increased Operating Costs Partially Mitigated by High
   Availability: Operating and maintenance (O&M) expenses have
   persisted well above the original base case but have been
   relatively stable over the past six years. Fitch's projections
   utilize the historic increased O&M cost in the base case with
   additional stress applied in the rating case for the later
   years. Positively, the Project has historically maintained high
   availability with an average of 95.6% portfolio-wide since
   2005. (Midrange)

-- Debt Structure Limits Financial Flexibility at Holdco: The Opco
   and Holdco debt benefit from 12 month debt service reserves
   (DSR) with additional reserves for operations and major
   maintenance. The distribution trigger at Opco of 1.25x for the
   prior and projected 12 months or 1.10x for the prior and
   projected six months helps to ensure timely debt payment at
   Opco. However, under a cash trap scenario, the Holdco's
   structurally subordinated debt would have a limited margin of
   safety as it would be fully reliant on the debt service reserve
   to support debt repayment. (Midrange/Weaker)

Limited Financial Cushion: Financial performance has been lower
than projected due to lower revenues and higher expenses than
originally projected. Positively, the purchase of the Wyoming
asset from the portfolio and related debt buy down at both the
Opco and Holdo level help to stabilize debt service coverage
ratios (DSCR) at the current rating level. Fitch's rating case
incorporates a reduction to output and a 10%-15% increase to O&M
expenses and yields an average DSCR of 1.21x with a minimum of
1.04x for the Opco and an average of 1.00x and minimum of 0.92x
for the Holdco. (Weaker)

What Could Trigger a Rating Action:

-- Failure to Finalize Wyoming Sale: Failure to close on the
   proposed sale of the Wyoming project with the related debt buy
   down would result in a negative rating action;

-- Change in Operating Expenses: A material change in O&M expenses
   above Fitch's 10-15% stress could positively or negatively
   impact the rating level;

-- Production Levels: Demonstrated portfolio performance net of
   the Wyoming project that is significantly different from
   updated projections could revise Fitch's view on credit
   quality.

Security:

The project debt at the Opco is secured by all tangible and
intangible assets, including real and personal property, a
security interest in all bank accounts, insurance policies, and
project contracts.

The project debt at the Holdco is secured by a first priority
pledge of ownership interests and a first priority security
interest in the Holdco accounts and contract rights. Distributions
from the Opco are the Holdco's sole source of revenues.

Credit Update:

Fitch views positively the executed sale of the 144MW Wyoming
Plant to TransAlta for the sum of $102 million, subject to FERC
approval and financial close. Wyoming is the largest project
within the portfolio and also provides the largest portion of
revenues to cover debt service, and the transaction serves to
substantially de-lever the project. The removal of Wyoming is
largely offset by the large reduction (56%) in debt outstanding.
The proceeds stemming from the purchase of the Wyoming plant from
the portfolio will be split 80/20 between the Opco and Holdco, or
roughly an $80.4 million allocation to buy down Opco debt and
$20.1 million allocation to buy down the Holdco debt after closing
costs. The Holdco debt buydown will take effect after the funds
have passed through the waterfall with the first decreased Holdco
debt service amount in September 2014. The transaction will result
in improved coverage at both the Opco and Holdco level compared to
prior rating case projections and is expected to be executed
before the end of 2013 with the redemption of the bonds to follow
after financial close.

Absent the close of this transaction and consistent with Fitch's
previous rating case, the Opco DSCR level is expected to dip below
the distribution trigger which would trap cash at the Opco level
and could ultimately lead to a Holdco default. The proposed
transaction, however, mitigates further ratings downgrade at this
time. A return to a Stable Outlook for the Opco debt is predicated
on electric generation output consistent with the revised wind
resource forecast, as debt repayment is reliant on fewer and
smaller assets in the portfolio. Even if cash is trapped at the
Opco level, Fitch believes that with only six years remaining and
a 12 month debt service reserve, the Holdco will be able to meet
debt obligations supportive of the Stable Outlook.

In order to manage tight debt service coverage levels, the sponsor
has been managing distributions released from the Opco and
reducing the sponsor's own distribution to support the Holdco debt
including in 2013. Fitch calculated DSCR for the 2013 calendar
year (based on nine months of operating data and three months of
projected data compared to the March and September debt service
payments) resulting in an Opco DSCR of 1.25x with Holdco coverage
of 0.97x compared to 1.28x and 0.98x respectively for 2012. There
was no distribution made following the September 2013 payment and
the sponsor has managed the cash flow to the Holdco in order to
ensure there is sufficient coverage for the 2013 payments.

Operationally, availability has remained relatively stable and
strong overall at 94% across the portfolio through Q2 2013 with
the majority of downtime stemming from component replacements at
the various sites. Annual wind production at the projects has
continued to come in at less than P50. However due to low wind in
the last two years, average production is now at one-year P90
level through 2013. Fitch notes that the below P90 production
through Q2 2013 level is partially due to lower capacity factors
stemming from curtailment events at the different project sites.
The curtailments were related to off-taker or transmission events
such as emergency outages for line maintenance. Fitch notes that
any market based curtailment is reimbursed under the PPA. The
impact of these curtailments was minimal compared to actual output
reductions due to lower wind production and availability.

O&M has historically exceeded pro forma assumptions and is
expected to continue due to an increase in labor demand and
component costs. Fitch's rating accounts for a 10-15% stress in
operating costs to account for any increases in O&M over the long
term.

The Opco is a portfolio of nine operating wind farms with an
aggregate capacity of approximately 533.5 MW which includes the
Wyoming project that is to be sold. Each project company is wholly
owned by the Opco and is otherwise unencumbered with project-level
indebtedness. All of the output of each wind farm is committed
under long-term power purchase agreements with counterparties that
are unaffiliated with the Opco. Under the agreements, the Opco
generally receives a fixed-energy price for all energy produced by
the wind farm, and the counterparty generally pays all costs
associated with transmission and scheduling. Distributions from
the Opco are the Holdco's sole source of revenues. The HoldCo is
an indirect, wholly owned subsidiary of NextEra Energy Capital
Holdings, Inc. 'NextEra' (rated 'A-'/Stable Outlook by Fitch).


FREEDOM GROUP: Moody's Affirms 'B1' CFR & 'Ba3' Term Loan Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Freedom Group, Inc.'s B1
Corporate Family Rating in connection with its $175 million term
loan add on. The Ba3 rating on the $400 million term loan was
affirmed as was the B3 rating on the $250 million secured notes.
The speculative grade liquidity rating was upgraded to SGL 1 from
SGL 2. The rating outlook is stable.

The company will use $150 million of the proceeds from this
offering to repurchase stock held by the company's financial
sponsor, Cerberus Capital Management. The remaining $25 million
will be held on the balance sheet.

"The transaction will increase leverage by about one turn to
almost 4 times pro forma," said Kevin Cassidy, Senior Credit
Officer at Moody's Investors Service. "And we expect leverage to
exceed 4.5 times in 2014 as earnings moderate," he noted. EBITDA
is expected to decrease because demand for firearms (mostly modern
sport rifles - aka assault rifles) is moderating following an
unsustainable surge over the last couple of years. "But leverage
should approach 4 times in 2015 as earnings improve and debt is
repaid with free cash flow," said Cassidy.

The upgrade of the speculative grade liquidity rating reflects
higher than expect cash balances and stronger than anticipated
free cash flow.

Ratings affirmed:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1-PD;

  $400 million secured term loan due 2019 at Ba3 (LGD 3, 41% from
  LGD 3, 39%);

  $250 million secured notes due 2020 at B3 (LGD 5, 84% from LGD
  5, 82%);

Rating upgraded:

  Speculative grade liquidity rating to SGL 1 from SGL 2

Ratings Rationale:

Freedom Group's B1 Corporate Family Rating reflects its modest,
yet increasing size with revenue of around $1.3 billion, narrow
product focus in firearms, ammunition and related areas and
exposure to volatile raw material prices (i.e., copper and lead).
The rating also reflects consumer consumption's vulnerability to
gas prices and the corresponding impact on discretionary purchases
The rating also incorporates the uncertainty about the possible
sale of the company following recent shooting incidents as well as
the possibility of increased gun regulation. The rating is
supported by strong credit metrics with EBITA margins over 15%.and
modest leverage with pro forma debt/EBITDA around 4 times. Moody's
expects leverage to increase in 2014 to over 4.5 times as revenue
and earnings moderate, but then decrease to around 4 times in 2015
as earnings grow and debt is repaid with free cash flow. The
rating also benefits from the strong brand recognition of
operating companies such as Remington Arms and Bushmaster, an
expanding base of firearm enthusiasts, solid market share and a
strong liquidity profile.

The stable outlook reflects Moody's view that Freedom Group will
maintain a very good liquidity profile and sustain leverage,
measured as debt/EBITDA, around 4 times or lower in the long term,
while recognizing that leverage will likely exceed 4.5 times in
the near term. The outlook also reflects Moody's expectation that
revenue and EBITDA will decline in 2014, but then grow in the mid
single digit range.

Sustained weakness in operating performance combined with another
significant debt financed shareholder return could drive a
downgrade. A sale of the company could also prompt a downgrade
depending on the buyer and capital structure. Key credit metrics
that could prompt a downgrade are: debt/EBITDA sustained above 5
times, retained cash flow/net debt maintained below 10% or
persistent single digit EBITA margins.

There is limited upward rating pressure given the company's
increase in leverage, narrow product focus, uncertainty regarding
its future ownership structure and likely earnings volatility
after the current period of unsustainable demand. Key credit
metrics that could prompt an upgrade over the longer term are:
debt/EBITDA sustained around 3 times, retained cash flow/net debt
maintained in the neighborhood of 20% and EBITA margins
approaching 20%. But regardless of credit metrics, uncertainties
about the company's ownership structure need to be resolved before
an upgrade is considered.

Freedom Group is a supplier of firearms, ammunition and related
products with leading market positions across its major product
categories. The company designs, manufactures, and markets a broad
product line which services the hunting, shooting sports, law
enforcement and military end-markets under recognized brands
including Remington, Marlin, Bushmaster, and DPMS/Panther Arms,
among others. Revenue for the twelve months ended September 30,
2013, approximated $1.3 billion.


FREEDOM GROUP: S&P Affirms B+ CCR on Cerebrus Ownership Reduction
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Freedom
Group Inc., including its 'B+' corporate credit rating.  S&P
removed all ratings from CreditWatch, where it placed them with
developing implications on Dec. 19, 2012, following Cerberus
Capital Management's announcement of their intent to sell its
interests in Freedom Group.  The rating outlook is negative.

At the same time, S&P revised its recovery rating on the company's
term loan credit agreement to '3', indicating its expectation for
meaningful (50%-70%) recovery in the event of a payment default,
from '4' (30%-50% recovery expectation).  The issue-level rating
on this debt remains unchanged, in conjunction with S&P's notching
criteria.

Freedom Group is issuing an additional $175 million in debt to its
current term loan credit agreement (issued at its FGI Operating
Co. LLC subsidiary).  The company is also seeking an amendment to
its term loan to permit a one-time distribution to fund a
$150 million repurchase of Freedom Group equity from certain
owners.

The company expects to use the additional proceeds for the
repurchase of $150 million in Freedom Group shares from Cerberus,
to pay transaction fees, and to add cash to the balance sheet.
Pro forma for the repurchase of the shares, Cerberus will still
own a majority of Freedom Group.

The rating affirmation reflects S&P's expectation that a sale of
Freedom Group by its owner, Cerberus, is unlikely in the near
term.  The additional term loan debt will result in only a partial
redemption of Cerberus' stake.  The affirmation also reflects
S&P's view that, although adjusted leverage will weaken to just
below 6x in 2014, pro forma for the term loan add-on, leverage
will improve toward 5x by 2015.  S&P has also factored in the
possibility of spikes in leverage to as high as 6x, given the
volatility in earnings as a result of electoral and political
cycles.  These would be unlikely to move the rating.

S&P's 'B+' corporate credit rating on Freedom Group reflects its
assessment of the company's business risk profile as "weak" and
its financial risk profile as "highly leveraged."

S&P's assessment of Freedom Group's business risk profile as weak
reflects the company's exposure to unfavorable changes in
commodity prices, vulnerability to changes in regulation, and a
highly competitive operating environment for discretionary
consumer spending dollars.  S&P believes these factors are
mitigated by Freedom Group's leading position in many of the
markets in which it operates and its breadth of product offerings,
as well as strong brand recognition.

S&P's assessment of Freedom Group's financial risk profile as
highly leveraged reflects its expectation for adjusted leverage to
remain at about 5x and for funds from operations (FFO) to debt to
remain in the mid- to high-teens percentage area through 2015.
S&P's financial risk assessment also reflects large working
capital uses expected in the beginning of the year to fund
inventory investments and accounts receivable, and the
corresponding need to maintain sufficient cash on hand and
revolver availability.


FURNITURE BRANDS: Creditors' Committee Files Statement of Support
-----------------------------------------------------------------
BankruptcyData reported that Furniture Brands International's
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court a statement in support of the Debtors' motion for
an order approving the engagement agreement with Meredith M.
Graham, nunc pro tunc to November 25, 2013.

The statement explains, "...the Committee supports the approval of
the Plan Confirmation Bonus, as an appropriate incentive to insure
Ms. Graham uses her best efforts to obtain confirmation of a plan
and the winding down of the Debtors' estates in an efficient and
expeditious manner. If Ms. Graham is able to earn her Plan
Confirmation Bonus by getting a consensual chapter 11 plan
confirmed in these complicated cases within the next 4-6 months,
the Committee believes that the Plan Confirmation Bonus will be
creditor money well spent as her efforts will have resulted in a
significant savings to creditors in reduced administrative
expenses many multiples of the cost of the Plan Confirmation Bonus
and will result in a quicker potential date for making
distributions to creditors. This is why the Committee was willing
to use what is essentially creditors' money in the first place to
incentivize Ms. Graham to get a plan confirmed quickly."

                      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: Moody's Ups CFR & Sr. Unsec. Debt Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
senior unsecured debt rating of General Motors Financial Company,
Inc. ("GMF") to Ba2 from Ba3 and assigned a stable outlook.

The rating action concludes the review of GMF's ratings which was
initiated on September 23, 2013.

Ratings Rationale:

Since its acquisition by GM in October 2010, GMF has become
increasingly integrated with its financially strengthened parent
company and GM vehicle sales financing, a credit positive. GMF's
transformation into GM's captive finance company has improved the
company's intrinsic credit quality, via increased financing
volumes and finance income for GMF, stronger average portfolio
asset quality, and reduced volatility of assets and earnings,
leading to a one notch upgrade in GMF's standalone credit
assessment to Ba3 from B1. GMF also benefits from significant
financial support from GM, which leads to one notch of uplift in
GMF's ratings above its standalone credit assessment. (The current
limitation of uplift to one notch reflects lack of an explicit
guarantee or credit support agreement from GM covering all of
GMF's corporate debt obligations, as well as the material amount
of non-captive business conducted by GMF.)

In addition to the above considerations GMF's ratings also reflect
credit challenges including the risks of becoming a much larger
global entity via the acquisition of Ally Financial's
International Operations (IO), including the risks of managing
and, particularly, funding IO; monoline business focus; reliance
on confidence sensitive wholesale funding, and high encumbered
asset levels.

GMF could improve its standalone credit assessment if it continues
to evolve its funding mix to materially reduce its reliance on
secured debt, thereby decreasing encumbered asset levels; and if
its level of earning assets and origination volumes continue to
evolve toward heavier concentration in GM captive business. In
terms of parent support, a strong Support Agreement from GM,
and/or a significant increase in Moody's assessment of GM's
willingness to provide support, would result in an increase in the
number of notches of uplift above the standalone credit
assessment.

Evidence of removal of GM financial support and/or material
deterioration of GMF's asset quality, liquidity measures or
capital could result in a downward movement in the ratings.

GMF, a wholly owned subsidiary of GM, provides global auto finance
solutions through auto dealers across North America, Europe and
Latin America. The company, which reported total assets of $31.9
billion as of September 30, 2013, is headquartered in Fort Worth,
Texas.


GRUMA SAB: Fitch Hikes Curr. IDRs & $300MM Bonds Rating to 'BB+'
----------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Gruma, S.A.B. de C.V. as
follows:

-- Long-term Foreign Currency Issuer Default Rating (IDR) to
   'BB+' from 'BB';
-- Long-term Local Currency IDR to 'BB+' from 'BB';
-- USD300 million perpetual bonds to 'BB+' from 'BB'.

The Rating Outlook is Stable.

The rating upgrade reflects Gruma's focus to debt reduction and
improved profitability leading to a decline in its gross leverage.
Fitch incorporates in the upgrade that the company will continue
with its commitment to strength its capital structure and
gradually decrease its total debt to EBITDA ratio to a level close
to 2.5x in the following 12 months. The rating upgrade also
considers the company's improved debt maturity profile and higher
cash flow generation.

Key Rating Drivers:

Solid Business Profile:
Gruma's ratings are supported by its solid business profile as one
of the largest producers of corn flour and tortillas in the world,
strong brand equity, and good operating performance. The ratings
also incorporate the company's geographic diversification and hard
currency revenue with nearly 52% of its total sales generated by
Gruma Corporation with operations in the U.S. and Europe. The
company's ratings reflect its exposure to the volatility in prices
of its main raw materials, corn and wheat, and the uncertainty
derived from the nationalization of the Venezuelan operations,
which are excluded from Fitch credit analysis.

Profitability Improvement:
Fitch expects that Gruma's EBITDA margin improvement to levels
around 11% to 12% during 2013 will remain stable in the mid-term
as a result of its strategy to prioritize profitable operations
combined with a favorable outlook for the prices of its main raw
material, corn and wheat. Gruma's pricing initiatives, better
product sales mix, rationalization of SKUs and stable raw material
costs associated to hedging initiatives, have mainly contributed
to improve its gross profit margin. In addition, the company has
optimized its marketing and administrative expenses to further
support its increased profitability. During the nine months ending
Sept. 30, 2012, excluding the operations of Venezuela, EBITDA
margins improved to 11.6% from 7.6% for the same period of last
year.

Reduction in Leverage:
Fitch estimates Gruma's total debt to EBITDA to be close to 2.5x
in the following 12 months from a combination of EBITDA growth and
debt reduction. As of Sept. 30, 2013, the company has reduced its
total debt balance by USD180 million to reach USD1,372 million.
Gruma's total debt to EBITDA estimated by Fitch, excluding the
operations of Venezuela, for the last 12 months as of Sept. 30,
2013, was 2.8x times. This level of leverage was significantly
lower than 4.3x estimated by Fitch in December 2012 after closing
the debt financed acquisition for USD450 million of the 23.16%
equity stake that Archer Daniels Midland Company (ADM) had in
Gruma.

Manageable Debt Profile:
Fitch incorporates in the ratings the improvement in Gruma's debt
maturity profile and financial flexibility coming from the debt
refinancing of USD400 million related to the transaction with ADM.
The company's short-term debt as of Sept. 30, 2013, represented
around 8% of its total debt while its next debt amortizations in
2014 and 2015 are USD74 million and USD72 million, respectively.
Gruma's next significant debt maturity of USD468 million is in
2016, which the company expects to refinance during 2015.


Adequate Liquidity:
Gruma's liquidity position is adequate supported by its positive
funds from operations (FFO) generation and access to credit lines.
Cash and marketable securities were MXN1.7 billion at Sept. 30,
2013, that combined with an annual FFO generation of around MXN3.7
billion are sufficient to cover its short-term debt obligations of
MXN1.5 billion and expected capital expenditures requirements of
approximately MXN1.9 billion in 2014. The company also maintained
USD130 million of available committed credit lines as of Sept. 30,
2013.

Fitch expects that Gruma will continue to use any excess of cash
generation to reduce leverage. FFO is expected to maintain its
trend in 2014, reaching levels above MXN3.5 billion which combined
with the company's strategy to optimize net working capital
requirements and maintain capital expenditures below historical
levels will contribute to free cash flow to be used towards debt
reduction.

Rating Sensitivities:

Positive rating actions may result from a combination of debt
reduction, stronger operating results, and stable cash flow
generation that leads to a sustained improvement in the company's
gross leverage ratio close to 2.0x. Also, sustained profitability
across the business cycle and debt amortization aligned with cash
flow generation will be viewed as positive to credit quality.
Conversely, negative rating actions could occur if the company's
gross leverage or liquidity position deteriorates significantly as
a result of operational factors, adverse market conditions or debt
financed acquisitions.


GCA SERVICES: Term Loan Ammendment No Impact on Moody's Ratings
---------------------------------------------------------------
Moody's Investors Service said GCA Services Group, Inc.'s debt
ratings, including the B2 Corporate Family Rating ("CFR"), are
unaffected following GCA's plans to amend its 1st lien term loan.
Part of the proposed amendment will be to increase the amount of
the 1st lien debt (rated B1), and reduce the 2nd lien debt (rated
Caa1) by about $30 million.

Ratings Rationale:

GCA has grown in line with expectations driven by the education
segment, which Moody's believes will grow 7% to 10% in 2014 and
soon account for half of overall revenues.

"Growth in the education segment should lead to better overall
profitability, as margins are highest in that segment", noted
Edmond DeForest Senior Analyst at Moody's Investors Service.
Moody's expects debt to EBITDA to fall below 6 times in the next
12 to 18 months as a result. Moody's also anticipates EBITDA less
capital expenditures to interest expense will be above 2 times pro
forma for the proposed pricing decrease. "The transaction would be
modestly positive because of the reduced interest cost", added
Moody's DeForest.

The B2 CFR and the stable outlook reflect Moody's expectation for
2014 revenue of about $1 billion and EBITDA of over $80 million
with steady EBITDA margins and high EBITDA to cash flow conversion
to drive deleveraging. The ratings could be lowered if there is a
deterioration in revenue growth caused by price erosion,
escalating costs or customer losses, leading to diminished EBITDA
and free cash flow, or shareholder friendly financial policies. If
Moody's expects debt to EBITDA to be maintained above 6 times and
free cash flow to debt below 3%, or if the pace of financial
deleveraging is slower than expected, the ratings could also be
lowered. Achievement of better than expected revenue growth
resulting in annual revenues substantially above Moody's current
expectations while maintaining free cash flow levels and balanced
financial policies could result in an upgrade of ratings if
Moody's anticipates debt to EBITDA to be maintained below 5 times
and free cash flow to debt to be above 8%.

GCA provides custodial, staffing and related services to business
and educational customers in the U.S. and Puerto Rico. Controlled
by affiliates of Blackstone Group.


HAWAII OUTDOOR: Jan. 21 Hearing on Ch.11 Trustee's Bid to Use Cash
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii, in a minutes
of hearing held on Dec. 2, 2013, continued until Jan. 21, 2014, at
9:30 a.m., the hearing on the motion to use cash collateral filed
by David C. Farmer, Chapter 11 trustee for Hawaii Outdoor Tours,
Inc.

The Court also extended until Jan. 21, the Chapter 11 trustee's
use of cash collateral.

As reported in the Troubled Company Reporter on Oct. 9, 2013, the
Chapter 11 trustee can use cash collateral to continue operating
the property located at 93 Banyan Drive, Hilo, Hawaii, which
includes the hotel known as Naniloa Volcanoes Resort and a nine-
hole golf course known as the Naniloa Volcanoes Gold Club.

As adequate protection on the Trustee's use of collateral, First-
Citizens Bank is granted a Senior Replacement Lien in all of the
Borrower Accounts created from and after the Petition Date and all
of the Debtor's right, title and interest in, to and under the
Pre-Petition Collateral.

The Chapter 11 trustee also grants, assigns and pledges to the
Department of Taxation, State of Hawaii a second priority
replacement lien and security interest, junior to the Senior
Replacement Lien of First-Citizens Bank in all of the Borrower
Accounts created from and after the Petition Date and all of the
Debtor's right, title and interest in, to and under the Pre-
Petition Collateral.

The trustee and First-Citizens Bank have agreed to provide post-
petition financing of a reserve account held by the Trustee at
First Hawaiian Bank (the "Reserve Account").  First-Citizens Bank
will cause the sum of $100,000 to be wire transferred to
the Reserve Account.  The Reserve Account funds will be used
solely in the event that the Trustee does not have sufficient cash
to fund the following: (i) payroll, (ii) payroll taxes, (iii)
State of Hawaii general excise tax ("GET"), and/or (iv) State of
Hawaii transient accommodation taxes ("TAT") (collectively
"Payroll and Taxes").

The complete terms and conditions of the postpetition financing of
the Reserve Account can be found on pages 32 to 34 of the Tenth
Interim Cash Collateral Order, a copy of which is available at:

         http://bankrupt.com/misc/hawaiioutdoor.doc407.pdf

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.

Bankruptcy Judge Robert J. Faris oversees the case.  Ramon J.
Ferrer, Esq., represents the Debtor as counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court, in the minutes of the hearing held Nov. 12,
2013, authorized David C. Farmer, Chapter 11 trustee of the estate
of Hawaii Outdoor Tours, Inc., to sell hotel, assets and
assignments to the highest bidder.

Ken Direction Corporation, the parent company of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 5, 2013, a disclosure statement explaining its
proposed plan of reorganization for the Debtor, dated Nov. 4,
2013.

According to the Disclosure Statement, the source of about
$14,000,000 in new funds will be the proceeds from the sale of
real estate owned by HPAC, LLC, an affiliated company of the
Proponent, to Shalom Amar Revocable Trust 2000 by way of a 1031
exchange.


HD SUPPLY: Swings to $51 Million Net Income in Third Quarter
------------------------------------------------------------
HD Supply Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $51 million on $2.29 billion of net sales for the
three months ended Nov. 3, 2013, as compared with a net loss of
$50 million on $2.14 billion of net sales for the three months
ended Oct. 28, 2012.

For the nine months ended Nov. 3, 2013, the Company reported a net
loss of $152 million on $6.62 billion of net sales as compared
with a net loss of $466 million on $6.04 billion of net sales for
the nine months ended Oct. 28, 2012.

As of Nov. 3, 2013, the Company had $6.51 billion in total assets,
$7.21 billion in total liabilities and a $698 million total
stockholders' deficit.

"I was very pleased with our solid performance this quarter driven
by the execution of our growth initiatives," stated Joe DeAngelo,
CEO of HD Supply.  "We delivered this performance despite
continued sluggishness in non-residential, moderated growth in
residential and increased uncertainty in our infrastructure
markets.  We continue our strategy of investing for growth while,
at the same time, ensuring that our cost structure is
appropriately aligned for uncertain markets."

As of Nov. 3, 2013, the Company's combined liquidity of
approximately $993 million was comprised of $120 million in cash
and cash equivalents and $873 million of additional available
borrowings under HD Supply, Inc.'s senior asset-backed lending
facility, based on qualifying inventory and receivables.

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

                        http://is.gd/56VrhH

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

For the 12 months ended Feb. 3, 2013, the Company incurred a net
loss of $1.17 billion on $8.03 billion of net sales, as compared
with a net loss of $543 million on $7.02 billion of net sales for
the 12 months ended Jan. 29, 2012.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HUNTSMAN CORP: S&P Rates Proposed EUR200MM Unsecured Notes 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' senior
unsecured debt rating (two notches below the corporate credit
rating) and '6' recovery rating to Huntsman International's
proposed offering of EUR200 million senior unsecured notes due
2021. The '6' recovery rating indicates S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

At the same time, S&P is affirming its 'BB' corporate credit
rating on HuntsmanCorp. and Huntsman International.  The outlook
remains negative.  S&P is also affirming its 'BB+' senior secured
rating; the recovery rating on this debt remains '2'.  S&P is
likewise affirming its 'B+' subordinated debt rating; the recovery
rating remains '6'.

In addition, S&P is lowering its existing senior unsecured debt
rating to 'B+' from 'BB-' and removing it from CreditWatch.  S&P
had placed this rating on CreditWatch with negative implications
on Sept. 20, 2013, when Huntsman announced plans to acquire
Rockwood Specialties Inc.'s titanium dioxide (TiO2) and
performance additives businesses without disclosing financing
details.  In the interim, Huntsman has arranged senior secured
term loan financing for the acquisition, reducing recovery
prospects for senior unsecured creditors.  S&P revised the
recovery rating on this debt to '6' from '5'.

S&P's ratings on Huntsman reflect its assessment of its business
risk profile as "fair" and its financial risk profile as
"significant," as defined in its criteria.

Huntsman is a diversified chemical company with trailing-12-month
sales of about $12.4 billion pro forma for the acquisition of
Rockwood's TiO2 and performance additives businesses.

"Business strengths include its broad product portfolio, with
increasing emphasis on value-added products, including polymers
used in aircraft and auto construction, as well as amines,
surfactants, and carbonates serving such diverse niche
applications as agrochemicals, cleaning products, and lubricants,"
said Standard & Poor's credit analyst Cynthia Werneth.  "In
addition, Huntsman benefits from favorable natural-gas based
feedstock costs in North America, and from its well-established
presence in Asia (which accounts for about 20% of pro forma
sales)" added Ms. Werneth.

S&P's business risk assessment also reflects a number of
constraining factors, including exposure to raw-material cost
swings and cyclical end markets.  In addition, Huntsman has a
significant manufacturing presence in high-cost locations in
Europe (which represents about 30% of sales). Restructuring
actions are under way across a number of its businesses that
should strengthen profitability, which is relatively low compared
with that of most other specialty chemical companies.


HUNTSMAN INT'L: Moody's Rates EUR200MM Unsecured Notes 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Huntsman
International LLC's (HI) newly proposed EUR200 million senior
unsecured notes offering. The proceeds from the notes are expected
to be used to repay a portion of the company's outstanding Term
Loan C, and to pay fees and expenses. No other ratings were
affected, though point estimate adjustments were made per Moody's
Loss Given Default Methodology due to debt moving from a secured
to unsecured tranche. HI is a direct subsidiary of Huntsman
Corporation (Huntsman), and both entities have Corporate Family
Ratings (CFRs) of Ba3 with stable outlooks.

Ratings assigned

Huntsman International LLC

New EUR200 million senior unsecured notes at B1 (LGD5, 75%)

Ratings Rationale:

The Ba3 Corporate Family Rating (CFR) at Huntsman and HI reflect
their solid competitive position in urethanes, epoxies and TiO2,
as well as an experienced management team. Additional support for
the rating considers management's stated intention to reduce net
leverage to about 2.0 to 2.5 times on a normalized EBITDA basis
(this ratio does not incorporate Moody's adjustments). In
September, Moody's changed the outlook of Huntsman to stable from
positive after the company announced its intention to purchase
Rockwood Specialties Group Inc.'s (Rockwood) Pigments and
Performance Additives business for $1.325 billion ($1.1 billion in
cash and $225 in pension liabilities). The severe downturn in TiO2
profitability over the past year has materially weakened credit
metrics and the proposed acquisition of Rockwood's business would
further stress Huntsman's metrics (pro forma Debt/EBITDA of
roughly 5.0x). However, the TiO2 business had a modest improvement
in contribution margin in the third quarter of 2013, and is
expected to improve further, albeit slowly through 2014.

The B1 rating on the new unsecured notes reflects the pari passu
nature of the debt relative to the existing $650 million notes due
2020. Due to the priority of the existing term loans and expected
acquisition financing, the notes are rated one notch below
Huntsman's CFR of Ba3.

The stable outlook reflects the expected improvement in Huntsman's
financial metrics in 2014, from the weak pro forma levels cited
above, given a recovery in the TiO2 margins and growth in
Huntsman's other businesses. Moody's could downgrade Huntsman's
ratings if TiO2 margins fail to recover and Debt/EBITDA remains
above 4.5x for several quarters in 2014. The ratings currently
have limited upside but could be upgraded if Huntsman successfully
reduced leverage below 3.0x on a sustainable basis.

Huntsman's Speculative Grade Liquidity rating of SGL-2 is
supported by an elevated cash balance and the expectation for over
$300 million of free cash flow over the next four quarters.
Huntsman's secondary liquidity is provided by a $400 million
undrawn revolver due in 2017 and over $200 million of availability
under its US and European accounts receivable programs due 2016.
Huntsman is expected to upsize its revolver to $600 million upon
the closing of the Rockwood acquisition.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products. Huntsman's products are used in a
wide variety of end markets, including aerospace, automotive,
construction, consumer products, electronics, medical, packaging,
coatings, refining and synthetic fibers. Huntsman has revenues of
almost $11 billion.


ION GEOPHYSICAL: S&P Cuts CCR to 'B' on Weak Operating Results
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on ION Geophysical Corp. to 'B' from 'B+'.  At the
same time, S&P lowered the issue-level rating on the company's
outstanding second-lien notes to 'B' from 'B+'.  The recovery
rating on these notes remains unchanged at '4'.  The outlook is
negative.

The downgrade reflects the company's weaker-than-expected
operating results and credit measures, as well an additional
$73 million in potential damages related to its lawsuit with
Western Geco.  ION is now potentially liable for a total of
$179 million in damages, assuming the verdict is confirmed by the
presiding judge, and ION is unsuccessful with its planned appeal.
Although it is not likely the company will be required to pay this
amount over the next 12-18 months, it does represent a significant
potential obligation for the company.  To address this, ION has
received commitment from surety companies to provide a bond to
cover the full amount of the potential damages.

"The negative outlook reflects uncertainty related to ION's
ability to improve earnings and cash flow over the next 12-18
months.  If our expectations are met, debt leverage could improve
modestly in 2013 and trend toward 3x or lower in 2014," said
Standard & Poor's credit analyst Susan Ding.

S&P could lower the rating if financial measures weakened such
that debt to EBITDA exceeded 5x or if underlying business trends
weakened materially.

S&P could revise the outlook to stable if the company were able to
improve its earnings and cash flow and leverage trends to 3x or
lower for a sustained period of time, while maintaining strong
liquidity.


INTELSAT S.A.: S&P Raises Rating to B+ & Removes from CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its rating on
Luxembourg-based FSS provider Intelsat S.A. to 'B+' from 'B'.  All
related issue-level ratings on the company's debt were also raised
by one notch in conjunction with the upgrade.  S&P removed the
ratings from CreditWatch, where it placed them with positive
implications on Nov. 21, 2013.  The rating outlook is stable.
Recovery ratings on the company's debt issues remain unchanged.

"The upgrade reflects our reassessment of the importance of
earnings volatility and absolute profitability in Intelsat's
business risk profile," said Standard & Poor's credit analyst
Michael Altberg.

S&P views the company as having low earnings volatility and above-
average profitability compared with the overall telecom sector due
to a strong revenue backlog and high adjusted EBITDA margin, in
the high-70% area.  Intelsat's revenue backlog, as of Sept. 30,
2013, was $10.3 billion, or roughly 4x annualized revenues.
Moreover, the company's cash flows are fairly predictable because
the large majority of operating costs are fixed and modest
following a satellite launch.

The stable rating outlook reflects S&P's expectation that although
revenue and EBITDA growth will remain muted for the next few
years, leverage should continue to modestly decline on growth in
FOCF and debt repayment.

Upgrade potential is dependent on further sustained deleveraging
and stable operating performance.  More specifically, S&P could
upgrade the rating if the company could reduce leverage below 6.5x
on a sustained basis, while generating ongoing positive FOCF and
maintaining margin stability.

Although unlikely, S&P could lower the rating if liquidity became
strained due to ongoing negative FOCF based on an unforeseen
deterioration in the business, increased capital spending, or a
shift to a more aggressive financial policy.  S&P could also lower
the rating due to a reassessment of the business risk profile to
"satisfactory" from "strong", due to an increase in competitive
pressures or steeper secular declines in certain mature
businesses.  However, given the company's good revenue visibility
from its contractual backlog and global scale, we view this as a
less likely scenario that would occur over a longer term horizon
if it were to happen.


INVENTIV HEALTH: S&P Lowers Senior Secured Debt Rating to 'B-'
--------------------------------------------------------------
Standard & Poor's Rating Services said it revised its outlook on
Burlington, Mass.-based pharmaceutical industry contract services
provider inVentiv Health Inc. to negative from stable, reflecting
weaker than expected results through the first nine months of 2013
and S&P's view that inVentiv needs to generate meaningful EBITDA
growth over the next year while maintaining liquidity in order to
be in a position to refinance its upcoming 2016 term loan
maturity.  While S&P currently expects that new business wins and
market expansion could support this level of expansion, S&P
believes its forecast is not without risk, especially given the
risk of contract cancellations inherent in both the contract
research organization (CRO) and commercial services organization
(CSO) business.

At the same time, S&P lowered its issue-level rating on inVentiv's
existing senior secured debt to 'B-' from 'B' and revised the
recovery rating to '3' from '2', reflecting its expectation of
meaningful (50%-70%) recovery in the event of default.  The change
in S&P's view of recovery prospects for the senior secured debt
reflects the new ABL's superpriority lien on inVentiv's
receivables.  S&P's 'CCC' issue-level rating and '6' recovery
rating on inVentiv's unsecured debt are not affected.

"Our outlook revision to negative follows inVentiv's
underperformance to our 2013 forecasts, particularly in the third
quarter.  Based on year to date performance, we now expect
inVentiv to use more than twice as much cash in 2013 as we had
previously forecast and to continue using cash in 2014," said
credit analyst Shannan Murphy.  "This is in contrast to our prior
expectation that improving business wins would result in
strengthening operating performance throughout 2013 and positive
free operating cash flow in 2014."

The negative outlook reflects S&P's view that inVentiv needs to
generate meaningful EBITDA growth over the next year while
maintaining liquidity in order to be in a position to refinance
its upcoming 2016 term loan maturity.  While S&P expects that new
business wins and market expansion could support this level of
growth, it believes its forecast is not without risk, especially
given the risk of contract cancellations inherent in both the CRO
and CSO business.

S&P could lower the rating if inVentiv is unable to achieve its
forecast for revenue and EBITDA growth in 2014, or if this level
of growth is insufficient to ensure that the company maintains
sufficient liquidity next year.  If the company experiences weaker
than expected growth or higher cancellations that cause operating
results to fall short of S&P's expectations, it would view
refinancing risk as heightened as the 2016 term loan maturity date
approaches.

S&P could revise the rating outlook to stable if 2014 operating
trends support its current view that the company is likely to grow
EBITDA such that 2015 free operating cash flow is likely to be
positive.  Under this scenario, S&P would be more comfortable that
the company would be able to refinance its capital structure
before the upcoming debt maturities.


JOREB INC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Joreb, Inc.
           dba Flagler Power Equipment
        20 Enterprise Drive
        Bunnell, FL 32110

Case No.: 13-07257

Chapter 11 Petition Date: December 11, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Scott W Spradley, Esq.
                  LAW OFFICES OF SCOTT W SPRADLEY PA
                  PO Box 1, 109 South 5th Street
                  Flagler Beach, FL 32136
                  Tel: (386) 693-4935
                  Fax: (386) 693-4937
                  Email: scott.spradley@flaglerbeachlaw.com

Total Assets: $742,070

Total Liabilities: $1.26 million

The petition was signed by Rebecca Reynolds, president.


A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb13-7257.pdf


LAUREATE EDUCATION: Incremental Term Loan No Effect on Moody's CFR
------------------------------------------------------------------
Moody's views Laureate Education, Inc.'s plan to issue a $150
million incremental senior secured term loan B due 2018 as a
modest credit positive, although this offering does not impact the
company's B2 corporate family rating, instrument ratings, or the
stable ratings outlook.

Laureate is based in Baltimore, Maryland, and operates a leading
international network of accredited campus-based and online
universities with 71 institutions in 26 countries, offering
academic programs to approximately 750,000 students through over
100 campuses and online delivery. Laureate had revenues of
approximately $3.6 billion for the LTM period ended September 30,
2013.


LAUREATE EDUCATION: S&P Retains 'B' CCR Over $150MM Add-On Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Baltimore-based Laureate Education Inc. are unchanged after the
company announced its proposal for a $150 million add-on to its
existing senior secured term loan due 2018.

The company intends to use the incremental facility to repay
existing borrowings under its revolving credit facility and fund
previously announced acquisitions, and for general corporate
purposes.  Pro forma for the transaction, lease-adjusted leverage
will remain in the mid-6x area.

The 'B' corporate credit rating reflects Standard & Poor's
expectation that Laureate's debt leverage will remain very high,
based on the company's acquisition orientation and high capital
spending to support growth.  S&P expects debt leverage to remain
in the mid-6x area in 2014.  S&P continues to view Laureate's
business risk profile as "weak," because of the risks inherent in
its rapid overseas expansion, which involves considerable
execution risk, country risk, and currency risk.  The company has
a "highly leveraged" financial profile because of high debt
leverage and limited cash flow generation relative to its total
debt burden.  S&P's management and governance assessment on the
company is "fair."

RATINGS LIST

Laureate Education Inc.
Corporate Credit Rating      B/Stable/--

Ratings Unchanged

Laureate Education Inc.
Senior Secured
  $1.8B* term loan due 2018   B
   Recovery Rating            4

*Following $150M add-on.


LDK SOLAR: Extends Anew Forbearance with Noteholders Until Jan. 9
-----------------------------------------------------------------
LDK Solar Co., Ltd., has entered into a new 30-day forbearance
arrangement with holders of a majority in aggregate principal
amount of its US$-Settled 10 Percent Senior Notes due 2014.  The
new forbearance arrangement, which expires on Jan. 9, 2014,
relates to the interest payment due under the Notes on Aug. 28,
2013.  That interest payment is still unpaid.  It is LDK Solar's
intention to find a consensual solution to its obligations under
the Notes as soon as possible and LDK Solar remains hopeful that
it will be able to achieve that goal.

As reported previously, LDK Solar has engaged Jefferies LLC as a
financial advisor for strategic advice in connection with the
Notes and LDK Solar's other offshore obligations.  Holders of LDK
Solar?s offshore debt obligations may contact Augusto King at
aking@Jefferies.com, or Steven Strom at sstrom@Jefferies.com,
Lyndon Norley at lyndon.norley@Jefferies.com, or Richard Klein at
rklein@Jefferies.com with any questions.

Sidley Austin is acting as counsel to LDK Solar, led by Thomas
Albrecht at talbrecht@sidley.com, and Timothy Li at
htli@sidley.com.  LDK Solar understands that Ropes & Gray is
acting as counsel to a group of noteholders, led by Daniel
Anderson (daniel.anderson@ropesgray.com) and Paul Boltz
(paul.boltz@ropesgray.com).  LDK Solar also understands that
Houlihan Lokey has been engaged as financial advisor to that same
group of noteholders; holders of the Notes may contact Brandon
Gale at bgale@hl.com with any questions.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LIGHTSQUARED INC: Wins Court Approval to Settle Arent Fox's Claim
-----------------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman approved an agreement
resolving a claim filed by Arent Fox LLP against LightSquared Inc.
for unpaid legal services.

Under the deal, Arent Fox can assert a claim in the amount of
$10,000, down from the $17,614 claim it originally wanted.  The
claim will receive treatment in accordance with the terms of any
confirmed Chapter 11 plan or other court order authorizing the
payment of claims against LightSquared.

Meanwhile, LightSquared agreed to drop its objection to the claim.
The company previously opposed the claim, saying it was filed
after the court-approved deadline for filing proofs of claim.

The agreement can be accessed for free at http://is.gd/sHH01Q

Arent Fox can be reached at:

         Ronni N. Arnold, Esq.
         ARENT FOX LLP
         1675 Broadway
         New York, NY 10019
         Tel: (212) 484-3900
         E-mail: ronni.arnold@arentfox.com

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: One Dot Auction Dec. 16, Others Won't Be Sold
---------------------------------------------------------------
LightSquared Inc. announced that it didn't hold an auction for its
assets on December 11.

The auction did not push through after LightSquared received an
instruction from the special committee of the boards of directors,
which oversees the sale of its assets.

"LightSquared is not deeming any bid received for the assets, or
any grouping or subset thereof, the successful bid," said the
company's lawyer, Matthew Barr, Esq., at Milbank Tweed Hadley &
McCloy LLP, in New York.

Mr. Barr said the company is pursuing an alternative transaction
that would be implemented through its proposed Chapter 11 plan.

An auction, however, for One Dot Six Corp.'s wireless spectrum
assets will be conducted on Dec. 16, at 12:00 p.m. (prevailing
Eastern time).

The auction for One Dot assets is subject to further adjournment
or cancellation, and that the rights of parties involved are
reserved as to whether any bids submitted for those assets are
qualified bids, LightSquared said in a Dec. 11 notice filed in
U.S. Bankruptcy Court in Manhattan.

The outline of LightSquared's proposed plan, which was approved in
October by a court overseeing its bankruptcy case, proposes a sale
of almost all of its assets at auction while it continues to
pursue the Federal Communications Commissions' approval to use its
airwaves.

Meanwhile, the rival plan filed by a group of LightSquared lenders
proposes to auction off so-called "LP" assets, with the $2.2
billion offer from Dish Network Corp.'s subsidiary serving as the
stalking horse bid.

Another competing plan proposed by Philip Falcone's investment
firm calls for the restructuring of the wireless-satellite company
without a sale.

                      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 Plan in the Works
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. filed a notice in bankruptcy court
canceling the Dec. 11 auction for the developer of a satellite-
based wireless communications system. The special committee of
LightSquared's board is pursuing an "alternative transaction,"
the filing said.

According to the report, people familiar with the matter said that
Centerbridge Capital Partners LLC is teaming with Fortress
Investment Group LLC and Philip Falcone's Harbinger Capital
Partners LLC, LightSquared's controlling shareholder, to make a
$3.3 billion bid that would best the $2.2 billion offer from
Charles Ergen's Dish Networks Corp.

The Centerbridge offer entails the assumption of $1.7 billion in
debt.

The confirmation hearing for approval of one of the four competing
plans is scheduled to begin Jan. 9.

The plans include one each by LightSquared, Harbinger and a group
of secured lenders, plus one from Mast Capital Management LLC.
Dish would take control under the secured lenders' plan.

                      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.


LOGAN'S ROADHOUSE: S&P Affirms 'B-' CCR; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Nashville, Tenn.-based restaurant
operator Logan's Roadhouse Inc.  At the same time, Standard &
Poor's affirmed its 'B-' issue-level and '3' recovery ratings on
Logan's $355 million senior secured notes.  The outlook is
negative.

"Our rating on Logan's reflects our unchanged assessment that the
company's financial risk profile is "highly leveraged," said
Standard & Poor's credit analyst Mariola Borysiak.  It also
reflects S&P's assessment of the company's business risk profile
as "weak," which incorporates its view of its volatility of
earnings.

S&P views Logan's financial risk profile as highly leveraged,
reflecting its thin cash flow protection measures, highly
leveraged balance sheet, and weak cash flow generation.  Declining
EBITDA in the past two years led to deterioration in the company's
credit profile.  Total debt to EBITDA increased to about 8.8x at
July 31, 2013 from about 7.7x one year ago and EBITDA interest
coverage weakened to 1.3x from 1.5x for the corresponding period.

Although Logan's amended its credit facility in April 2013 to
allow for more room under its financial covenants, cushion
continues to narrow.  At July 31, Logan's had about 20% cushion to
its consolidated leverage covenant and about 11% cushion under its
fixed charge coverage covenant.  S&P forecasts Logan's could be
out of compliance with its financial covenants at end of its
second or third quarter of fiscal 2014 if operating performance
trends do not reverse or the company does not seek an amendment.
However, the rating reflects our belief that Logan's will
successfully amend its revolving credit facility and obtain more
room in its covenants in the upcoming quarters.

S&P views Logan's business risk profile as "weak".  S&P's business
risk assessment also incorporates its view of the global retail
industry's "intermediate" risk and a "very low" country risk for
Logan's operations.  It also reflects the company's niche
roadhouse operating concept and small size in the intensely
competitive U.S. casual-dining restaurant sector.

The company's performance trends have been poor, with restaurant
traffic decreasing for the past 11 quarters.  In S&P's view,
Logan's has lost some market share to other casual-dining
operators.  S&P believes competitors have been able to attract new
customers through a focus on value, menu changes, and product
innovation.  In addition, commodity inflation coupled with lack of
operating leverage resulted in Logan's EBITDA margin eroding about
200 basis points to 14.3% at July 31, 2013.

S&P anticipates performance will remain choppy for Logan's in the
upcoming quarters as high unemployment and the weak economic
recovery will continue to pressure customers' discretionary
spending.  In S&P's opinion, the company's initiatives to
revitalize operations have yet to gain traction.

The outlook is negative and reflects S&P's belief that the company
could violate its financial covenants in the next couple of
quarters due to eroding profitability.  S&P anticipates, however,
that Logan's will proactively amend its credit agreement and
obtain more flexibility under the covenants.

A stable outlook would be predicated on improving performance such
that the company successfully reverses its negative traffic trends
and EBITDA growth allows for the covenant cushion to be maintained
above 15%.

A downgrade could occur if the company is not able to amend its
credit agreement and S&P believes it will breach its covenants.

In addition, S&P could lower the rating if it believes that the
amendment does not provide adequate flexibility.  Under this
scenario, continuous performance erosion will most likely lead the
company to seek further amendments.


MAJESTIC STAR: Beats Challenge to Lowered Tax Assessment
--------------------------------------------------------
Law360 reported that a Delaware federal judge on Dec. 10 dismissed
the appeal of an Indiana county seeking to reverse a decision that
lowered tax assessments on a pair of Majestic Star Casino LLC
properties by more than $100 million, finding that the bankruptcy
court committed no errors in doing so.

According to the report, Lake County's tax assessor had challenged
a 2011 ruling that reduced the combined assessment on two Majestic
Star riverboat casinos from approximately $110 million to less
than $10 million, but U.S. District Judge Leonard P. Stark
rejected the argument.

                        About Majestic Star

Headquartered in Poughkeepsie, New York City, Majestic Capital,
Ltd., fdba CRM Holdings, Inc., filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 11-36225) on April 29, 2011.

Affiliates also sought Chapter 11 protection (Bankr. S.D.N.Y. Case
Nos. 11-36221 - 11-36234) on April 29, 2011.  Bankruptcy Judge
Cecelia G. Morris presides over the case.  Thomas Genova, Esq., at
Genova & Malin, Attorneys represents the Debtors in their
restructuring effort.  Murphy & King, P.C. serves as the Debtors'
co-counsel.  The Debtors tapped Michelman & Robinson, LLP, as
special counsel, and Day Seckler, LLP, as accountants and
financial advisors.  The Debtor disclosed $436,191,000 in assets
and $421,757,000 in liabilities as of Dec. 31, 2010.

Bruce F. Smith, Esq., and Steven C. Reingold, Esq., at Jager Smith
P.C., represent the Official Committee of Unsecured Creditors.
The Committee has also tapped J.H. Cohn LLP as its financial
advisors.


MASTER AGGREGATES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Master Aggregates Toa Baja Corporation
           aka Master Aggregates
        PO BOX 20409
        Toa Baja, PR 00951

Case No.: 13-10305

Chapter 11 Petition Date: December 11, 2013

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

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CUPRILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: 787 977-0515
                  Email: cacuprill@cuprill.com

Total Assets: $11.12 million

Total Debts: $10.14 million

The petition was signed by Carmen M. Betancourt, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
PR Electric Power Authority     Services              $334,160
PO Box 364267
San Juan PR 00936-4267

Banco Popoular de Puerto Rico   Bank Overdraft         $58,182

Zaragoza & Alvarado LLP         Services               $41,558

Falcon Security Corp            Security Services      $40,719

American Express Co             Credit Card Purchases  $33,444

Pietrantoni Mendez & Alvarez    Professional Services  $21,959

Puerto Rico Alum Corporationo   Flocculants            $19,186

Phoenix Process Equipment       Repairs & Maintenance  $12,977

Triple S - Salud                Insurance              $12,916

Departamento de Hacienda de PR  Water Franchise        $11,035

Mine Safety and Healthy         Safety Penalties        $8,420
Administration

Vento Distributors Corp         Supplies and parts      $6,664

PSV & Co. PSC                   Services                $5,715

ESSROC San Juan Cement Co.      Note Payable            $5,629

Buffalo Wire Works              Wire and Supplies       $4,494

American Petroleum Co. Inc.     Lubricants              $4,157

Caribbean Controls Group        Maintenance             $3,910

Accutech Water Dynamics         Flocculants             $3,601

Total Petroleum PR Corp         Lubricants              $3,436

Jaca & Sierra Testing           Soil Testing            $3,170


MARIPOSA LLC: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mariposa LLC
        4411 30th Street, Suite 200
        San Diego, CA 92116

Case No.: 13-11850

Chapter 11 Petition Date: December 11, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Bill Parks, Esq.
                  LAW OFFICE OF BILL PARKS
                  316 South Melrose Drive
                  Vista, CA 92081
                  Tel: (760) 806-9293
                  Email: attparks@aol.com

Total Assets: $1.24 million

Total Liabilities: $667,900

The petition was signed by Robert Nightingale, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/casb13-11850.pdf


MASTER CONCRETE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Master Concrete Corporation
        PO Box 2409
        Toa Baja, PR 00951

Case No.: 13-10304

Chapter 11 Petition Date: December 11, 2013

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

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CUPRILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: 787 977-0515
                  Email: cacuprill@cuprill.com

Total Assets: $2.58 million

Total Liabilities: $12.86 million

The petition was signed by Carmen A. Betancourt, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb13-10304.pdf


MEMORIAL RESOURCE: S&P Assigns 'B' CCR & Rates $350MM Notes 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Houston-based E&P company Memorial
Resource Development LLC.  The outlook is stable.  At the same
time, S&P assigned its 'B-' issue-level rating to the company's
proposed $350 million unsecured PIK toggle notes due 2018 with a
recovery rating of '5', indicating S&P's expectation of modest
(10% to 30%) recovery in the event of a payment default.

S&P expects MRD will use net proceeds from the proposed notes to
pay a $220 million dividend to its owners, refinance the
$60 million outstanding under its revolving credit facility, and
fund a cash debt service reserve of $50 million to pay interest
and certain other payments on the notes.

"The ratings on MRD reflect our view of the company's "vulnerable"
business risk and "aggressive" financial risk," said Standard &
Poor's credit analyst Christine Besset.

S&P considers MRD's business risk profile vulnerable.  As of
June 30, 2013, the company had about 1.1 trillion cubic feet
equivalent (tcfe) of total proved reserves, constituting 73%
natural gas and 31% proved developed reserves.  Although MRD's
reserve size is comparable with its peers at the higher end of the
'B' category, the company's reserve base has a relatively higher
percentage of proved undeveloped reserves and a higher exposure to
natural gas, which S&P views unfavorably given currently weak
natural gas prices relative to the price of oil.  The company's
production base is also relatively small compared with peers in
the 'B' category, at 128 million cfe (mmcfe) per day in the third
quarter of 2013.  Finally, 84% of reserves are geographically
concentrated in the Terryville field of North Louisiana (Lower
Cotton Valley formation), with the rest of the reserves being in
East Texas and the Rocky Mountains.

While MRD has relatively low profitability due to exposure to
natural gas, its cost structure is favorable.  Operating costs
including production taxes were $1.34 per thousand cubic feet
equivalent (Mcfe) in the first nine months of 2013, which is at
the lower range of gas-weighted peers in the 'B' category.
Finding and development costs also were lower than most peers, at
$1.57 per Mcfe.  S&P expects the company's cost structure to
improve within the next two years because general and
administrative costs per Mcfe should decrease as the production
base increases.  Nevertheless, the company's profitability will
likely continue to lag behind oil-weighted peers due to a weak
natural gas price outlook.  In the third quarter of 2013, 72% of
the company's production was natural gas.

Although Standard & Poor's believes that drilling in the Cotton
Valley or the Haynesville remains generally uneconomical at
natural gas prices below $4 per million British thermal unit
(mmBtu), MRD estimates it can generate internal rates of return in
excess of 100% at current prices in a specific portion of its
acreage (Terryville), where its operating subsidiary WildHorse
Resources, LLC (B/Stable/--) has drilled 17 wells in the past two
years.  These wells have shown consistent results, exhibiting
superior production rates and a very high content of heavy
liquids.  The company has allocated more than two-thirds of its
$282 million 2014 capital budget toward drilling additional
Terryville wells.  S&P expects the company to accelerate its
drilling program in Terryville, and it forecasts production to
increase by 80% in 2014 compared with 2013.

The stable outlook reflects S&P's expectation that MRD will
maintain total adjusted debt to EBITDA below 4.5x and adequate
liquidity while increasing production.

S&P would consider an upgrade in the medium term if the company
expanded production meaningfully and increased the percentage of
proved developed reserves while keeping leverage lower than 4x.

S&P will consider a downgrade if leverage exceeds 5x or liquidity
deteriorates significantly.  This would most likely occur if the
company incurred debt to finance special dividends, higher-than-
anticipated capital spending, or acquisitions.


METRO AFFILIATES: Rotchschild Okayed as Investment Banker
---------------------------------------------------------
Metro Affiliates, Inc., et al., sought and obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Rothschild Inc. as financial advisor and investment banker.

In the application, the Debtors said they will pay Rothschild a
monthly fee of $125,000; and a completion fee of $2,250,000 upon
the earlier effectiveness of a confirmed Plan and the closing of a
"transaction", except that the fee will be reduced to $1,125,000
if all of the following occur: (1) closing of a Transaction, (2)
dismissal of the bankruptcy proceedings on or before Jan. 21,
2014, and (3) agreement by Nov. 22, 2013 on a new consensual
collective bargaining agreement with Local 1181-1061, Amalgamated
Transit Union, AFL-CIO that is ratified within 30 days of the
agreement.  The engagement agreement between the Debtors and
Rothschild provides that only one completion fee may be paid and
50% of monthly fees over $375,000 may be credited against any
completion fee.  The Debtors will also reimburse Rothschild for
its reasonable expenses incurred in connection with the
performance of its engagement.

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

In a joint response, the Debtors and Rothschild argued that the
fees the Debtors have proposed for Rothschild are -- in both
structure and amount -- market-based and reasonable.  They
resulted from extensive negotiations between the Debtors and
Rothschild.

The Debtors also balked at the Creditors Committee's objection to
approval of Rothschild's fees at the time of retention.  According
to the Debtors, the Chapter 11 cases have no unusual feature that
justifies departing from the norm and leaving Rothschild's fees
under a cloud of uncertainty.

The Debtors and Rothschild pointed out that no sale or plan will
be consummated (and thus no fee will be due Rothschild) unless the
Debtors -- and the Court -- determine that it represents the best
outcome for the estate.  In the event a sale is proposed, the
Committee will have opportunity to object if it believes it will
not maximize value to the estate.  If the Court determines the
sale is not appropriate, then it will not be consummated and will
not give rise to a completion fee.

In his Dec. 4 order approving the application, Judge Sean Lane
ruled that Section 8 of the Engagement Letter will be amended to
provide that:

      Notwithstanding the forgoing sentence, Aggregate
      Consideration in excess of $75,000,000 shall give rise to an
      Incentive Component otherwise due if, but only if, such
      Aggregate Consideration is received at anytime prior to the
      expiration of 6 months after termination.

A copy of the order, including the Engagement Letter, is available
for free at:

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

Attorneys for Rothschild Inc. can be reached at:

         Richard F. Hahn, Esq.
         Derek P. Alexander, Esq.
         DEBEVOISE & PLIMPTON LLP
         919 Third Ave.
         New York, NY 10022
         Telephone: (212) 909-6000
         Facsimile: (212) 521-7603
         E-mail: rfhahn@debevoise.com
                 dalexand@debevoise.com

                       About Metro Affiliates

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

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

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

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

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


MI PUEBLO: Has Until Jan. 20 to Propose Chapter 11 Plan
-------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California approved a stipulation extending
Mi Pueblo San Jose, Inc.'s exclusive periods to file a Chapter 11
Plan until Jan. 20, 2014, and solicit acceptances for that Plan
until March 19, 2014.

The stipulation was entered among the Debtor, Creditors Committee,
and Wells Fargo Bank, N.A.

Robert G. Harris, Esq., at Binder & Malter, LLP, appeared for the
Debtor; Robert B. Kaplan, Esq., and Nicolas De Lancie, Esq., at
Jeffer Mangels Butler & Mitchell LLP appeared for Wells Fargo
Bank, N.A.

As reported in the Troubled Company Reporter on Oct. 31, 2013,
Wells Fargo submitted to the Bankruptcy Court its conditional non-
opposition to Debtor motion to extend the exclusive periods for
the Debtor to file and obtain acceptances of a plan until Feb. 17,
2014, and April 18, 2014, respectively.

The Bank said the evidence submitted in support of the Motion,
which consists of generalized statements that are contained in the
Declaration of Juvenal Chavez about the efforts being made by Mi
Pueblo to reorganize, does not meet the burden of proof imposed on
Mi Pueblo to demonstrate there is "cause" to obtain the extensions
requested by the Motion.

On Oct. 8, 2013, the Debtor requested that the Court extend its
exclusive period to file and solicit acceptances for the Chapter
11 Plan until Feb. 17, 2014; and solicit acceptances for that Plan
until April 18, 2014.  According to the Debtor, the time requested
is just sufficient to allow Mi Pueblo to obtain a better picture
of its reorganization options and feasibility.

                     About Mi Pueblo San Jose

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

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

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

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


MINI MASTER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Mini Master Concrete
           aka Mini Master
           aka Empresas Master
        PO Box 2409
        Toa Baja, PR 00951

Case No.: 13-10302

Chapter 11 Petition Date: December 11, 2013

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

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CUPRILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: 787 977-0515
                  Email: cacuprill@cuprill.com

Total Assets: $5.15 million

Total Liabilities: $6.24 million

The petition was signed by Carmen Betancourt, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb13-10302.pdf


MPG OFFICE: Wells Fargo No Longer a Shareholder
-----------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wells Fargo & Company disclosed that as of
Nov. 30, 2013, it did not beneficially own shares of common stock
of MPG Office.  Wells Fargo previously reported beneficial
ownership of 5,597,662 common shares or 9.79 percent equity stake
as of Dec. 31, 2012.  A copy of the regulatory filing is available
for free at http://is.gd/UVglCH

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  As of
June 30, 2013, the Company had $1.28 billion in total assets,
$1.71 billion in total liabilities and a $437.26 million
total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities.  If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders.  While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks.  In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency," the Company added.

As reported by the TCR on Oct. 21, 2013, Brookfield Office
Properties Inc., completed the acquisition of MPG Office Trust,
Inc.


MICHAELS STORES: Posts $58 Million Net Income in Third Quarter
--------------------------------------------------------------
Michaels Stores, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $58 million on $1.11 billion of net sales for the quarter ended
Nov. 2, 2013, as compared with net income of $35 million on
$1.01 billion of net sales for the quarter ended Oct. 27, 2012.

For the nine months ended Nov. 2, 2013, Michaels Stores reported
net income of $121 million on $3.01 billion of net sales as
compared with net income of $95 million on $2.88 billion of net
sales for the nine months ended Oct. 27, 2012.

As of Nov. 2, 2013, the Company had $1.86 billion in total assets,
$4.03 billion in total liabilities and a $2.17 billion total
stockholders' deficit.

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

                        http://is.gd/uREkQX

                       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.


NORANDA ALUMINUM: Moody's Puts B2 CFR on Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed Noranda Aluminum Acquisition
Corporation's B2 corporate family rating, B2-PD probability of
default rating, B1 senior secured first lien debt rating and Caa1
senior unsecured notes rating under review for downgrade. The
company's Speculative Grade Liquidity rating remains at SGL-3.

On Review for Possible Downgrade:

Issuer: Noranda Aluminum Acquisition Corporation

Probability of Default Rating, Placed on Review for Possible
Downgrade, currently B2-PD

Corporate Family Rating, Placed on Review for Possible Downgrade,
currently B2

Senior Secured Bank Credit Facility Feb 18, 2019, Placed on Review
for Possible Downgrade, currently B1

Senior Unsecured Regular Bond/Debenture Jun 1, 2019, Placed on
Review for Possible Downgrade, currently Caa1

Outlook Actions:

Issuer: Noranda Aluminum Acquisition Corporation

Outlook, Changed To Rating Under Review From Negative

Ratings Rationale:

The review for downgrade reflects Moody's view that Noranda's
operating performance will remain challenged by the slow and
uneven recovery affecting the aluminum markets and that a return
to credit metrics that are more appropriate for a B2 rating within
the medium term has become increasingly unlikely. Profit margins
in recent periods have been pressured by LME spot aluminum prices
sliding to and staying range-bound at the mid-to-low $0.80/lb
vicinity while the company's net cash costs have trended above
$0.80/lb over the past four quarters.

For the 12 months ending September 30, 2013, key metrics such as
debt/EBITDA and EBIT/interest (including Moody's standard
accounting adjustments) were approximately 8.8x and -0.1x,
respectively -- levels that Moody's has indicated would exert
downward pressure on Noranda's ratings. Under Moody's current
expectations for spot prices to stay range-bound at the low
$0.80/lb level during the next 12 to 18 months, the company will
face challenges in returning to and sustaining more robust metrics
without meaningful improvement in its cost position or reduction
in debt balances.

The review will focus on the potential for Noranda to evidence
improved performance with respect to shipment volumes, realized
prices, costs, and operating and free cash flow generation
capability and whether credit metrics over the next 12 to 18
months could improve to and be sustained at levels that are
appropriate for a B2 rating. The review will also consider the
potential impact and effect on credit metrics of the company's
recently-announced new CORE productivity program that targets
approximately $225 million of savings from 2014 to 2016 as well as
possible liquidity enhancing strategies.

Headquartered in Franklin, Tennessee, Noranda Aluminum Acquisition
Corporation directly owns Noranda Aluminum, Inc. and indirectly
controls Noranda Aluminum Inc.'s subsidiaries (Moody's
collectively refer to the group of companies as "Noranda"). The
group's ultimate parent and holding company is Noranda Aluminum
Holding Corporation. Noranda is involved in primary aluminum
production at its New Madrid, Missouri smelter and in downstream
operations through four rolling mills. In its primary operations,
the company seeks to enhance returns by focusing on value-added
products such as billet, rod and foundry products, with the former
two comprising a relatively higher proportion of product sales. In
its downstream operations, the company has up to 495 million
pounds of annual production capacity, with key products including
HVAC finstock (which represents the majority of output), semi-
rigid containers, flexible packaging, and foil. In addition,
Noranda has a 100% interest in an alumina refinery in Gramercy,
Louisiana and through its wholly owned subsidiary, St. Ann Bauxite
Holdings Ltd., ultimately owns 49% of a bauxite mining operation
in St. Ann, Jamaica. Production of bauxite, alumina and chemical
grade alumina that exceeds internal requirements is sold to third
parties. During the 12 months ending September 30, 2013, Noranda
shipped approximately 501 million pounds of primary aluminum to
external customers and 382 million pounds of fabricated products,
generating revenues of $1.36 billion.


NORTH TEXAS BANCSHARES: Park Cities Bank Heading for Sale Hearing
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Park Cities Bank in Dallas seems headed for a
contested sale-approval hearing on Dec. 13 because the official
creditors' committee disagrees about who won the auction on
Dec. 9.

According to the report, when the bankruptcy court in Delaware
approved auction procedures, the first bid of about $7.4 million
was to be made by Park Cities Financial Group Inc. If outbid, Park
Cities Financial was to receive $750,000 in a breakup fee and
expense reimbursement.

At conclusion of the all-day auction, Park Cities Financial's high
bid was $11.8 million. Olney Bancshares of Texas Inc. made an
offer of $11.44 million.

After deducting the stalking horse bidder's breakup fee, the net
from Olney would be $10.7 million, according to a court filing by
the official creditors' committee.

The bank tapped the Olney, Texas-based bank as having the best
offer based on concern that Park Cities Financial "might not be
able to close the transaction," according to the committee's court
filing. The bank "had never before hinted in these proceedings"
that there was any concern about the stalking horse's ability to
close, the committed said.

The committee wants the judge to declare Park Cities Financial to
be the winning bidder and hold Olney's offer open until January in
case the sale at the higher price isn't completed.

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.


NPC INTERNATIONAL: S&P Retains 'B' Rating on Sec. Credit Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level rating
on NPC International Inc.'s secured credit facility consisting of
a $110 million revolver and a $368 million term loan is unchanged
after the refinancing of this debt.  The '3' recovery ratings on
the facilities are also unchanged, reflecting S&P's expectation
for meaningful (50%-70%) recovery in the event of a default.

NPC is issuing these facilities as part of a leverage-neutral
refinancing transaction.  As a result, S&P expects debt leverage
to be unchanged.

RATINGS LIST

NPC International Inc.
Corporate credit rating         B/Stable/--
Senior secured debt
  $110 million revolver          B
   Recovery rating               3
  $368 million term loan         B
   Recovery rating               3


NUVIEW MOLECULAR: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Nuview Molecular Pharmaceuticals, Inc.
        1107 Snowberry Street
        Park City, UT 84098

Case No.: 13-33812

Chapter 11 Petition Date: December 11, 2013

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. Kimball Mosier

Debtor's Counsel: Michael L. Labertew, Esq.
                  LABERTEW & ASSOCIATES, LLC
                  1640 Creek Side Lane
                  Park City, UT 84098
                  Tel: 801-424-3555
                  Fax: 801-365-7314
                  Email: michael@labertewlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Paul Crowe, president and director.

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


OCTAVIAR ADMINISTRATION: Chapter 15 Requires Property in the U.S.
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Circuit Court of Appeals in New York ruled
on Dec. 11 that liquidators in a foreign bankruptcy can't use
Chapter 15 under the U.S. Bankruptcy Code unless the bankrupt
company resides or has a place of business or property in the U.S.

According to the report, the opinion, reversing the bankruptcy
court, means that foreign liquidators can't use the U.S.
bankruptcy court to conduct investigations or take discovery
without first establishing there is property in the U.S.

The case involved an Australian bankruptcy where the liquidators
filed a Chapter 15 petition and sought to take discovery from a
hedge fund in the U.S. Over the hedge fund's objection, U.S.
Bankruptcy Judge Shelley C. Chapman in Manhattan ruled that the
Australian proceedings were entitled to recognition as the so-
called foreign main proceeding.

Judge Chapman's ruling meant creditor actions in the U.S. were
halted automatically. It also meant the liquidators could use the
bankruptcy court for discovery.

Recognizing the importance of the issue and the dearth of
authority, Judge Chapman authorized a direct appeal to the Second
Circuit. Meanwhile, she granted the liquidators' request to take
discovery from the hedge fund.

The primary issue involved Section 109(a) of the Bankruptcy Code
and its requirement that a bankrupt must reside, have a place of
business, or assets in the U.S. The liquidators argued that the
section doesn't apply in Chapter 15 cases.

Writing for the three-judge appeals court, Circuit Judge Chester
J. Straub concluded that the plain meaning of the statute makes
Section 109 applicable in a Chapter 15 case because that section
is incorporated in Chapter 15 cases by Section 103(a).

Beyond plain meaning, Judge Straub said a textual analysis
supports making Section 109 applicable. He noted that the Collier
treatise on bankruptcy and two law review articles took the
position that the section applies in Chapter 15.

Judge Straub said that the venue provision for Chapter 15, Section
1410 of the Judiciary Code, is "purely procedural" and its lack of
a requirement of U.S. property doesn't excuse compliance with
Section 109.

The opinion contained several notable procedural twists.  Judge
Straub said that the hedge fund wasn't a "person aggrieved" and
thus lacked standing to appeal from the recognition order because
there was no direct and adverse pecuniary effect.

The hedge fund nonetheless was aggrieved by and could appeal from
the discovery order, Straub ruled. The discovery order brought up
the recognition order for appellate review.

The case is Drawbridge Special Opportunities Fund LP v. Barnet (In
re Barnet), 13-612, U.S. Second Circuit Court of Appeals
(Manhattan).

                   About Octaviar Administration

Australian liquidators for Octaviar Administration Pty Ltd. filed
a petition for creditor protection under Chapter 15 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 12-13443) on Aug. 13,
2012, in Manhattan.

The liquidators said the company didn't do business in the U.S.,
and they aren't aware of any U.S. creditors.  But the liquidators
filed a Chapter 15 petition in light of potential claims or causes
of action against parties located in the United States.  If the
application for recognition of the Australian liquidation as
"foreign main proceeding" is recognized, the liquidators will
investigate these potential claims and may ultimately commence
proceedings in the U.S. and/or seek to enforce a foreign judgment
in the U.S.

The Chapter 15 petition listed less than $100 million in assets
and more than $100 million in debt.

Prior to its demise, the Octaviar Group consisted of a travel and
tourism business, a corporate and investment banking business, a
funds management business, and as structured finance and advisory
business.  At it height, the Octaviar Group consisted of more than
400 companies, employed more than 3,000 employees, and had offices
in Australia, New Zealand and the United Arab Emirates.  The
business collapsed when the company announced in January 2008 that
it's separating its financial services business from its travel
and tourism business, which led to shares declining from AU$3.18
at opening to AU$0.99 at closing.  The decline caused an event of
default with lenders under a A$150 million bride financing
facility.  The travel and tourism business was ultimately sold to
Global Voyager Pty Limited to pay off debt.

Octaviar Administration provided the treasury function for
Octaviar Group.  OA was placed into liquidation by the Supreme
Court of Queensland in July 2009.

Katherine Elizabeth Barnet and William John Fletcher, the
liquidators of OA, are represented in the U.S. proceedings by
Howard Seife, Esq., at Chadbourne & Parke.


OUTERWALL INC: Capital Increase No Impact on Moody's Ratings
------------------------------------------------------------
Moody's Investors Service said that Outerwall Inc.'s announcement
to increase the size of its senior secured credit facility (due
7/15/2016) by $350 million will not impact the company's Ba2
Corporate Family Rating (CFR) or the Ba3 rating on its existing
senior unsecured notes. The company exercised the accordion option
under its credit facility to increase the size of its term loan by
$200 million and provide an additional $150 million of revolver
capacity. There are no material changes to the terms and
conditions in the credit agreement. Outerwall will likely use the
additional liquidity for share repurchases, which amounted to $95
million in the first nine months of 2013. The company expects to
buyback an additional $100 million in Q4, bringing total share
repurchases to $195 million for the year, which would result in
share buybacks exceeding free cash flow generation in 2013.
Moody's views the planned share buyback as a credit negative as it
will lead to an increase in debt-to-EBITDA leverage and diminish
liquidity over the near to intermediate term. However, the
announced actions will have no immediate impact on the company's
credit ratings as Moody's expects that Outerwall will execute
shareholder returns within its publicly stated net debt/EBITDA
leverage target of 1.75x to 2.25x, which compares to about 2.0x to
2.5x gross debt to EBITDA incorporating Moody's standard
adjustments. Pro-forma leverage (incorporating Moody's standard
adjustments) for the revised capital mix was 1.9x at 9/30/2013
versus 1.7x on a reported basis. Moody's does not anticipate debt-
to-EBITDA will exceed 2.0x to 2.25x for a sustained period and
this is well within the 2.75x maximum debt leverage threshold
outlined for the Ba2 rating.

Further, Moody's said that Outerwall's announcement regarding
leadership change at Redbox will not impact credit ratings.
Outerwall said that Redbox president, Anne Saunders, has left the
company and Redbox will be managed by the company's CEO, Scott Di
Valerio, on an interim basis and Moody's believes that he is
committed to the company's credit ratings. The company also
announced that it will discontinue three new concepts, Rubi, Crisp
Market and Star Studio, in its New Ventures business segment.
Outerwall will record a one-time pre-tax charge of $26-$29 million
in Q4-2013 and classify these concepts as discontinued operations.
Notably, Outerwall's current fundamental ratings are primarily
driven by its strong market position in the DVD rental and coin
kiosk businesses and are not heavily influenced by investments
made by the company in new automated retail products, albeit, if
successful, these investments will enhance business diversity in
the long run. Accordingly, exit from the three venture concepts is
largely credit neutral, although potential cash savings from the
restructuring will allow Outerwall flexibility to steer cash flows
towards growing its core businesses.

Outerwall Inc. (formerly named Coinstar, Inc.), with its
headquarters in Bellevue, Washington, is a leading provider of
automated retail solutions through its network of self-service
kiosks. Its offerings include Redbox, the company's largest
business, where consumers can rent movies and video games, its
Coin business where consumers can convert their coins to cash or
stored value cards, and its New Ventures business which identifies
and develops new concepts in automated retail. Revenues for the
LTM period ended 9/30/13 were $2.3 billion.


OVERSEAS SHIPHOLDING: Creditors' Plan to Include Rights Offerings
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Overseas Shipholding Group Inc. creditors'
committee is becoming impatient with the company's progress toward
proposing a Chapter 11 reorganization plan.

According to the report, the committee and an ad hoc group of
unsecured Noteholders both developed term sheets for
reorganization plans. According to the committee, the noteholders'
proposal would include a "multi-party rights offering" along with
third-party financing.

OSG, the committee says, is currently trying to determine whether
financing for the noteholder plan is feasible.  Meanwhile, the
company wants the bankruptcy judge to extend exclusive plan-filing
rights until Feb. 28.

At a hearing on Dec. 19 in U.S. Bankruptcy Court in Delaware, the
committee will tell the judge that an extension of exclusivity
until Jan. 31 is sufficient. The indenture trustee for secured
lenders also believes exclusivity shouldn't go beyond the end of
January.

The market is predicting a good outcome for noteholders.  The $300
million in 8.125 percent senior unsecured notes due 2018 traded at
1:57 p.m. on Dec. 11 for 102 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority. The notes brought as little as 18.75 cents
on the day of bankruptcy.

The stock market also indicates OSG is solvent. The shares on
Dec. 11 closed up 15 cents at $4.40 in over-the-counter trading.
The stock sold for about 55 cents on the day of bankruptcy last
year and marked a post-bankruptcy high of $5.03 on Nov. 12.

                     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.


PIER-TECH INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pier-Tech Inc.
        7 Hampton Road
        Oceanside, NY 11572

Case No.: 13-76177


Chapter 11 Petition Date: December 11, 2013

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

Judge: Hon. Judge Alan S Trust

Debtor's Counsel: Salvatore LaMonica, Esq.
                  LAMONICA HERBST AND MANISCALCO
                  3305 Jerusalem Ave
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  Email: sl@lhmlawfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Sackaris, president.

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


PLY GEM HOLDINGS: Attends JP Morgan SMid Cap Conference
-------------------------------------------------------
Ply Gem Holdings, Inc., participated in meetings with various
investment professionals during the JP Morgan SMid Cap Conference
on Dec. 10, 2013.  The investor materials that were used during
the meetings can be accessed under the "Events & Presentations"
header of the "Investor Relations" section of the Company's Web
site at http://www.plygem.com/

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as
compared with a net loss of $84.50 million in 2011.  The Company's
balance sheet at Sept. 28, 2013, showed $1.08 billion in total
assets, $1.12 billion in total liabilities and a $37.69 million
total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


POLYMER GROUP: Moody's Rates $295MM Sr. Secured Term Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Polymer Group
Inc.'s ("PGI") proposed $295 million senior secured term loan due
2019. Proceeds of the new debt, combined with a modest sponsor
equity contribution, will help fund the acquisition of Fiberweb
plc and pay transaction-related fees and expenses. In connection
with rating assignment, Moody's also affirmed all existing ratings
including the B1 Corporate Family Rating ("CFR"). The rating
outlook is stable.

"Acquiring Fiberweb increases the size and scope of the business,
and while credit measures remain weak for the rating category in
part due to ongoing overcapacity in the key hygiene business, the
acquisition should help PGI improve its credit measures in the
intermediate term," said Ben Nelson, Moody's Assistant Vice
President and lead analyst for Polymer Group Inc.

Actions:

Issuer: Polymer Group, Inc.

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

$295 million Senior Secured Term Loan B due 2019, Assigned B1
(LGD3 45%)

$560 million Senior Secured Notes due 2019, Affirmed B1 (LGD3 45%
from 48%)

Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook, Stable

These ratings are subject to Moody's review of the final terms and
conditions of the proposed transaction. In particular, the ratings
assume that the proposed term loan will have the same guarantors
and share the same collateral as the existing notes, including:
(i) guarantees by all material domestic subsidiaries (including
Fiberweb's US subsidiaries); (ii) a first lien secured position on
domestic fixed assets; and (iii) a second lien secured position on
domestic accounts receivables and inventory behind the $80 million
asset-based revolving credit facility. The ratings also assume
that material foreign subsidiaries will provide a 65% pledge of
equity.

Ratings Rationale:

The affirmation of the B1 CFR balances the prospective benefits of
the acquisition against the risks associated with its integration
and the decision to fund the transaction primarily with debt.
Acquiring Fiberweb increases PGI's revenue base by over 40% and
expands its presence into new specialty product areas such as
housewrap. PGI should also be able to improve profitability on a
combined basis by pursuing cost synergies consistent with the
overlap between the two companies. Management estimates annualized
synergies in the range of $25-30 million. Pro-forma financial
leverage remains in the mid 5 times (Debt/EBITDA) excluding
synergies, but the transaction positions the company to reduce
leverage to more comfortable levels by the end of 2014 and start
generating meaningfully positive free cash flow in 2015. Improving
macroeconomic conditions, particularly in Europe, and anticipated
modest improvement in supply/demand balance the non-woven hygiene
industry support these expectations in the near-term.

The B1 CFR is principally constrained by high financial leverage,
modest near-term cash flow expectations, ongoing overcapacity in
the hygiene segment of the nonwoven industry, and the need to
integrate a significant business acquisition. The company's scale,
geographic diversification, exposure to higher-growth geographies,
recession-resistant demand characteristics in consumer disposable
end markets, and a demonstrated ability to pass through input
costs support the rating. These factors lend stability to the
company's EBITDA generation compared to many manufacturing- and
chemical-related rated peers. Solid liquidity, with over $140
million of cash and availability under committed credit lines, is
a key factor underpinning the rating while credit measures remain
weak in the near-term. The rating assumes that in a normalized
environment leverage will remain in the 3-5 times range, interest
coverage in the 2-4 times range (EBITDA/Interest), and free cash
flow will exceed 3% of debt.

The stable outlook anticipates that a smooth integration will put
the company on track to reduce leverage toward 5 times by the end
of 2014 and return to positive free cash flow generation in 2015.
Moreover, the failure to demonstrate meaningful quarter over
quarter improvement in EBITDA subsequent to the acquisition could
pressure the rating. Moody's could downgrade the rating
expectations for margins to remain flat as a consequence of
further deterioration in market conditions or inability to achieve
targeted acquisition synergies; leverage to remain at elevated
levels for a sustained period; or a substantive deterioration in
liquidity. Upward rating momentum is unlikely at present, but
Moody's could upgrade the rating with expectations for leverage
sustained below 3 times and free cash flow sustained in excess of
10% of debt.

Polymer Group Inc. produces nonwoven materials sold to makers of
consumer and industrial products. These products include
disposable diapers, feminine hygiene products, cleaning wipes,
surgical gowns & drapes, and furniture & bedding, among others.
The Blackstone Group acquired PGI in January 2011. Headquartered
in Charlotte, N.C., the company generated revenues of $1.1 billion
for the twelve months ended September 29, 2013.


POLYPORE INTERNATIONAL: S&P Raises CCR to BB- & Removes from Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Polypore International Inc. to 'BB-' from 'B+'.
At the same time, S&P removed the corporate credit rating from
CreditWatch, where it placed it with positive implications on
Nov. 26, 2013.  The outlook is stable.

In addition, S&P 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 Polypore's
competitive position in the context of our "fair" business risk
profile assessment.  Our "fair" competitive position assessment
stems from the company's participation in niche markets that can
be subject to some technological and cyclical risks, good market
position, diverse end markets, and fair customer concentration.
The company's narrow scope of operations limited to battery
separations and membrane filtration products somewhat offset the
positive factors.  Our competitive position assessment also
includes our view that operating efficiency is "adequate" and
profitability is "above average," with EBITDA margins of about 29%
compared with the company's industry peers.  Our business risk
profile also incorporates our view of the capital goods industry's
"intermediate" risk and "low" country risk," S&P said.

Polypore is one of the three major manufacturers operating in the
niche battery separator business.  The company manufactures
separators for lead acid and lithium batteries (accounting for
slightly more than two-thirds of revenues), primarily for
transportation, industrial, and consumer applications.  It also
manufactures filtration membranes for various health care
applications and industrial processes.  S&P believes demand for
lead-acid battery separators, which tends to be for replacements
rather than new car batteries, will continue to be relatively
stable.  Also, health care filtration applications have
historically been fairly resilient to economic cycles.  In
addition, emerging markets should also contribute to growth
opportunities.  S&P assess Polypore's management and governance
profile as "fair."  There is no impact on the rating using this
modifier.


PROQUEST LLC: S&P Raises CCR to 'B'; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Ann Arbor, Mich.-based content provider ProQuest LLC to
'B' from 'B-'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's senior secured debt to 'BB-' (two notches above the
corporate credit rating) from 'B+'.  The recovery rating on this
debt remains '1', indicating S&P's expectation for very high (90%-
100%) recovery for debtholders in the event of a payment default.

In addition, S&P raised its issue-level rating on the company's
unsecured debt to 'B' (at the same level as the corporate credit
rating) from 'B-'.  The recovery rating on this debt remains '4',
indicating S&P's expectation for average (30%-50%) recovery for
debtholders in the event of a payment default.

"The upgrade reflects our view that the company will achieve
relatively stable operating performance and continue to reduce
debt leverage in 2014," said Standard & Poor's credit analyst
Elton Cerda.

Additionally, Goldman Sachs' recent acquisition of a minority
equity investment in the company, including the stake held by ABRY
Partners, removed potential near-term liquidity requirements.  S&P
believes that the company will maintain an adequate cushion of
compliance and maintain adequate liquidity over the next 12
months, absent a debt-financed acquisition or an unexpected cost
overrun.

The corporate credit rating reflects S&P's view that leverage is
very high, curtailing the financial flexibility needed to operate
in some of its key markets.  ProQuest generates almost two-thirds
of its revenue from higher education libraries, where growth has
been aided by the evolution of e-books.  However, some of
ProQuest's corporate and government clients are facing some
budgetary pressures and are not increasing spending allocations
for libraries, resulting in a low growth near-term operating
outlook for the company.  As a result, S&P views ProQuest's
business risk profile as "weak."  S&P views the company as having
a "highly leveraged" financial risk profile because of its high
debt leverage and a history of debt-financed acquisitions and
distributions to its owners.  S&P assess the company's management
and governance as "fair."


QUBEEY INC: Files Amended List of Top Unsecured Creditors
---------------------------------------------------------
Qubeey, Inc., submitted to the Bankruptcy Court a list that
identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim       Claim Amount
  ------                 ---------------       ------------
Parthasarathi Majumder  Lawsuit-Majumder v.  $10,000,000.00
Trustee/PR Majumder     Qubeey Case No.
Charit. Trust           RIC1309713
12845 Rockwell Ct.
Poway, CA 92064

Fox Rothschild. LLP      Legal Fees             $200,000.00
1055 W. 7th Street
Suite 1880
Los Angeles, CA 90017

Jason Reeves             Payroll                  $9,626.92
2712 Henley Rd.
Green Cove Spring, FL
32043

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

                       http://is.gd/kYkUyw

                        About Qubeey, Inc.

Qubeey, Inc., filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 13-15805) on Sept. 5, 2013.  Rocky Wright signed the petition
as president.  The Debtor disclosed $83,500 in assets and
$11,108,391 in liabilities as of the Chapter 11 filing.  Douglas
M. Neistat, Esq., at Greenberg & Bass, in Encino, California,
serves as the Debtor's counsel.  Judge Maureen Tighe presides over
the case.


RESIDENTIAL CAPITAL: Plan Approval Key Milestone for Ally
---------------------------------------------------------
Ally Financial Inc. on Dec. 11 disclosed that the Bankruptcy Court
Judge overseeing Residential Capital's (ResCap) Chapter 11 cases
will enter an order confirming ResCap's Chapter 11 Plan, marking
the court's formal approval of broad releases for all mortgage-
related claims against Ally Financial Inc. and its subsidiaries
(Ally), subject to certain limited exceptions.  The parties expect
the Chapter 11 Plan to become effective within the next week.

"This marks a key milestone for Ally, and the ResCap chapter in
our history is officially behind us," said Chief Executive Officer
Michael A. Carpenter.  "Confirmation of the ResCap Plan offers
broad and permanent releases of substantially all past, present
and future mortgage-related claims, which is a key point of
progress for Ally in achieving nearly complete closure for
mortgage liabilities.

"Ally is a fundamentally transformed company," Carpenter
continued.  "We have exited non-core operations globally,
addressed legacy mortgage issues and returned more than 70 percent
of the investment to the U.S. taxpayer.  Today, Ally has leading
market positions in its core franchises, one of the strongest
balance sheets in the industry, a highly regarded customer-
centered philosophy, and a clear path to drive value for our
shareholders."

Ally is represented in ResCap's Chapter 11 cases by Kirkland &
Ellis LLP and Evercore Partners.

                  About Ally Financial Inc.

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

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

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

                    About Residential Capital

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

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

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

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

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

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

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

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


REVSTONE INDUSTRIES: Trustee Bid Delayed to Allow PBGC Talks
------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge agreed to delay
considering whether to appoint a trustee in the contentious
Revstone Industries LLC Chapter 11 case after hearing the debtor
was negotiating with the Pension Benefit Guaranty Corp. to address
its $67 million in claims and with others to forge a global
settlement.

According to the report, U.S. Bankruptcy Judge Brendan L. Shannon
said he would postpone deciding on requests from the official
committee of unsecured creditors and the PBGC to have an overseer
for the auto parts conglomerate's year-old case.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RICHLAND RESOURCE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Richland Resource Corporation,
        a Delaware Corporation
           dba Richland International Resources Corporation
        PO Box 386
        Rockwall, TX 75087

Case No.: 13-42921

Chapter 11 Petition Date: December 9, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark A. Weisbart, Esq.
                  THE LAW OFFICES OF MARK A. WEISBART
                  12770 Coit Road, Suite 541
                  Dallas, TX 75251
                  Tel: (972) 628-3694
                  Fax: (972) 628-3687
                  Email: weisbartm@earthlink.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kenneth A. Goggans, chief executive
officer and sole director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb13-42921.pdf

Pending bankruptcy cases filed by affiliates:

     Debtor                       Case No.    Petition Date
     -----                        --------    -------------
     Manek Energy Inc             13-42917      12/09/13

     Manek Exploration Inc        13-42918      12/09/13


RICHLAND RESOURCES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Richland Resources Corp, a Nevada Corporation
          dba RRCH Corp
          fka Shengrui Resources Co Ltd
          fka Double Halo Resources Inc
        PO Box 386
        Rockwall, TX 75087


Case No.: 13-42925

Chapter 11 Petition Date: December 9, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark A. Weisbart, Esq.
                  THE LAW OFFICES OF MARK A. WEISBART
                  12770 Coit Road, Suite 541
                  Dallas, TX 75251
                  Tel: (972) 628-3694
                  Fax: (972) 628-3687
                  Email: weisbartm@earthlink.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by Kenneth A. Goggans, chief executive
officer and sole director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb13-42925.pdf

Pending bankruptcy cases filed by affiliates:

   Debtor                         Case No.        Petition Date
   ------                         --------        -------------
   Manek Energy Holdings Inc.     13-42924          12/09/13
   a Delaware Corporation

   Manek Energy Inc               13-42917          12/09/13

   Manek Energy Pressure          13-42922          12/09/13
   Pumping LLC

   Manek Exploration Inc          13-42918          12/09/13

   Richland Resource Corporation, 13-42921          12/09/13
   a Delaware Corporation


SAM KHOLI ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Sam Kholi Enterprises, Inc.
        301 Searidge Drive
        San Diego, CA 92307

Case No.: 13-11843

Chapter 11 Petition Date: December 10, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Debtor's Counsel: Dolores Contreras, Esq.
                  BOYD CONTRERAS, APC
                  402 West Broadway, Suite 1500
                  San Diego, CA 92101
                  Tel: 619-238-5657
                  Fax: 619-819-4312
                  Email: dc@boydcontreras.com

Estimated Assets: $500,001 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sam Kholi, president.

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


SAVIENT PHARMACEUTICALS: Agrees to Sell Assets to Crealta Pharma
----------------------------------------------------------------
Savient Pharmaceuticals, Inc. on Dec. 11 disclosed that it has
reached agreement on the terms of an acquisition agreement with
Crealta Pharmaceuticals LLC through which Crealta would acquire
substantially all of the assets of Savient, including all
KRYSTEXXA(R) assets, for gross proceeds of approximately $120.4
million.  The agreement was reached following an auction conducted
pursuant to bidding procedures approved by the U.S. Bankruptcy
Court for the District of Delaware.  A hearing at which Savient
and Crealta will seek the required Court approval of the sale is
scheduled for Friday, December 13, 2013.

According to the terms of the acquisition agreement, Crealta will
purchase Savient's pharmaceutical portfolio, which is highlighted
by the chronic refractory gout drug KRYSTEXXA(R).  KRYSTEXXA(R) is
a novel biologic product that was designated as an orphan drug by
the FDA based on the relatively small patient population with
refractory chronic gout ("RCG").  KRYSTEXXA(R) is a PEGylated uric
acid specific enzyme, or uricase, that has been shown to
dramatically reduce uric acid levels for many patients suffering
from RCG.

"We are thrilled to be able to acquire KRYSTEXXA from Savient,
thus ensuring the continued availability of an important therapy
for patients suffering from what can be a debilitating condition,"
said Ed Fiorentino, Chairman and CEO of Crealta.  "Crealta is
committed to providing education and support to patients and their
health care providers so that KRYSTEXXA can continue to be used
safely and effectively. KRYSTEXXA represents the type of product
that Crealta strives to deliver to patients, namely specialty
products addressing significant health care conditions.  We
believe this is a meaningful step in Crealta's journey to becoming
a leading specialty pharmaceutical company."

The transaction is subject to certain closing conditions,
including approval from the Court and the termination of the
waiting period under Hart-Scott-Rodino.  Upon the completion of
the sale, Savient's previously announced agreement with US
WorldMeds, LLC and Sloan Holdings C.V. will terminate in
accordance with its terms.  Additional information, court filings
and other documents related to this process, is available through
Savient's claims agent, the Garden City Group, at
http://www.gcginc.com/cases/svntor 866-297-1238.

Crealta was established in August 2013 in partnership with GTCR,
one of the nation's leading private equity firms.

Skadden, Arps, Slate, Meagher & Flom LLP and Cole, Schotz, Meisel,
Forman & Leonard P.A. are serving as Savient's legal advisors, and
Lazard is serving as its financial advisor.  Kirkland & Ellis LLP
is serving as legal advisor to Crealta.

                     Price Doubled at Auction

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Savient Pharmaceuticals held an auction this week
where the price more than doubled, with the winning bid of $120.4
million made by Crealta Pharmaceuticals LLC.

According to the report, a hearing to approve the sale will take
place on Dec. 13 in U.S. Bankruptcy Court in Delaware.

Before the auction, senior secured noteholders worked out a global
settlement with the unsecured creditors' committee allowing the
sale to go forward without objection. The settlement gives
unsecured creditors a minimum of $1.775 million.

Had there been no competitive bidding, an affiliate of US
WorldMeds LLC would have bought the business for $55 million and
$3 million in escrow. The purchase price to be paid by Crealta
will be reduced by the cost to cure contracts that are behind in
payment.

Because the sale topped $60 million, the creditors may be entitled
to an additional $750,000.

                  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: Pachulski Stang Hiring Approved
--------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Savient Pharmaceuticals' official committee of unsecured
creditors' motion to retain Pachulski Stang Ziehl & Jones as co-
counsel and conflicts counsel at the following hourly rates:
Bradford J. Sandler at $750, James E. O'Neill at 695, Peter J.
Keane at 425 and Patricia B. Cuniff at 290.

                  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: Stroock & Stroock Hiring Approved
----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Savient Pharmaceuticals' official committee of unsecured
creditors' motion to retain Stroock & Stroock & Lavan as counsel
at the following hourly rates: partner at $795 to 1,085,
associate/special counsel at 375 to 820 and paraprofessional at
215 to 405.

                  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: Mesirow Financial Hiring Approved
----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Savient Pharmaceuticals' official committee of unsecured
creditors' motion to retain Mesirow Financial Consulting as
financial advisor at the following hourly rates: senior managing
director/managing director/director at $895 to $950, senior vice
president at $725 to $795, vice president at $625 to $695, senior
associate at $495 to $595, associate at $295 to $445 and
paraprofessional at $160 to $250.

                  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.


SEALED AIR: S&P Raises CCR to 'BB'; Outlook Stable
--------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Elmwood Park, N.J.-based Sealed Air to 'BB' from 'BB-'.
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 its issue-level rating on the company's senior
secured debt to 'BB+' from 'BB' and raised the rating on its
senior unsecured debt to 'BB' from 'BB-'.  The recovery ratings on
both the secured and unsecured debt are unchanged.

"The upgrade reflects our reassessment of the impact of the
company's 'strong' business risk profile on the company's credit
quality," said Standard & Poor's credit analyst Seamus Ryan.  S&P
believes the company's strong competitive position, supported by
the strengths of its food and protective packaging businesses and
its relatively stable profitability, offsets much of the risk
associated with our assessment of an "aggressive" financial risk
profile.  S&P also believes the recently appointed management team
will continue to focus on improving business operations and
reducing leverage to support the rating.

"We assess Sealed Air's business risk as strong based upon its
leading global market positions in each of its business segments
and its diverse global operations, including good positions in
emerging markets with favorable long-term growth prospects.  The
company also benefits from a diverse set of end markets, including
a significant position in the stable food and beverage market.  We
believe the company's position in its markets and a focus on
operational improvements will lead to steadily improving
profitability with limited volatility.  Our business risk
assessment also incorporates our view of the global packaging
industry's "intermediate" risk and a "low" country risk," S&P
added.

S&P's assessment of Sealed Air's financial risk reflects its
expectation that the company will continue to reduce leverage
following its 2011 acquisition of Diversey.  S&P also expects the
company will use all but $200 million of its cash on hand to fund
its asbestos settlement agreement with W.R. Grace & Co. in 2014.
After this point, S&P believes that management will apply
discretionary cash flow to reduce leverage.  Credit metrics have
only risen to the level S&P would expect for an aggressive
financial risk profile in recent quarters after several years of
underperformance, but S&P expects metrics to continue to improve
gradually.  Given the limited cushion in the company's financial
profile, the ratings would not likely support additional
acquisitions or share repurchases until credit measures strengthen
somewhat.

The combined strong business risk and aggressive financial risk
assessments results in an initial analytical outcome (anchor) of
'bb+'.  However, S&P applies a downward adjustment of one notch
for comparable rating analysis, based on its view that both the
company's competitive position and cash flow adequacy are somewhat
weaker than others S&P deems as "strong" and "aggressive,"
respectively.  Because S&P believes Sealed Air has further
progress to make in improving its operations, including the
challenges associated with its Diversey Care business, S&P views
the company's business as slightly weaker than some others it
deems "strong" such as Reynolds Group Holdings Ltd. and Sonoco
Products Co.  S&P also believes Sealed Air will maintain credit
metrics that are at the lower end of the range S&P expects for an
aggressive financial risk assessment.

The outlook is stable.  During the next few years, S&P expects
Sealed Air to reduce costs and improve operating performance,
resulting in increased profitability and cash flow generation.
S&P believes the company will use discretionary cash flow
primarily for debt reduction until credit measures improve.
Sealed Air should be adequately positioned to make its required
asbestos-related settlement payment if Grace exits bankruptcy in
2014.

S&P could lower the ratings if earnings deteriorate materially
from current levels--most likely resulting from lower demand in
the Diversey Care business in Europe--causing adjusted leverage to
remain at or above 5x on a sustained basis and funds from
operations (FFO) to total debt to remain below 12% without
prospects for recovery.  This could occur if revenues declined by
more than 5%, and operating margins declined by more than 150
basis points from current levels.

The potential upside to the rating is limited in the next 12
months.  S&P could raise the rating thereafter if Sealed Air
further improves its sales growth and profitability, and boosts
its credit measures and financial flexibility.  S&P could raise
the ratings if credit measures strengthen more than it expects,
with Sealed Air achieving and maintaining FFO to total adjusted
debt of 18% to 20% after paying the asbestos-related settlement.


SENSATA TECHNOLOGIES: S&P Retains 'BB' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BBB-' issue-
level and '1' recovery ratings and outlook on Sensata Technologies
B.V. (Sensata) remain unchanged following a $100 million increase
in the company's term loan B to $475 million outstanding.  The
company expects to use the proceeds for general corporate
purposes.

The rating on electronic sensors and controls manufacturer Sensata
reflects the company's "significant" financial risk profile and
its "satisfactory" business risk profile and a one-notch downward
comparable ratings analysis adjustment.  S&P expects debt to
EBITDA to be sustained between 2x-3x, on average, and consider
this appropriate for a "significant" financial risk profile
assessment because of the potential for high volatility in
financial measures, given Sensata's significant exposure to the
highly cyclical automotive market.

S&P recently affirmed the ratings and revised the outlook to
positive.  An upgrade would be likely if S&P believed Bain Capital
Partners LLC will continue its exit of the Sensata investment and
Sensata will maintain credit measures appropriate for a higher
rating, including debt to EBITDA of less than 2.5x.  This could
occur if the company sustains moderate growth and redeploys cash
flow into acquisitions that bolster the business.

RATINGS LIST

Sensata Technologies B.V.
Corporate Credit Rating           BB/Positive/--

Ratings Unchanged

Sensata Technologies B.V.
$475 mil term loan B due 2019*    BBB-
  Recovery Rating                  1

* Includes the $100 million add-on.


SEQUA CORP: Moody's Cuts CFR to B3 & $200MM Notes Rating to B2
--------------------------------------------------------------
Moody's Investors Service has lowered the ratings of Sequa
Corporation, including the Corporate Family Rating to B3 from B2.
Deteriorating operational performance and a less robust liquidity
profile has driven the rating change. The rating outlook is
stable.

Ratings:

Corporate Family to B3 from B2

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

$200 million senior secured revolver due 2017 to B2, LGD3, 36%
from B1, LGD3, 36%

$1,300 million senior secured term loan due 2017 to B2, LGD3, 36%
from B1, LGD3, 36%

$350 million senior unsecured notes due 2017 to Caa2, LGD5, 88%
from Caa1, LGD5, 88%

Rating outlook: Stable

Ratings Rationale:

The B3 Corporate Family Rating reflects high financial leverage,
low free cash flow, and an only adequate liquidity position.
Performance improvement that could begin moderating credit metrics
seems unlikely until at least the second half of 2014, but further
erosion before then seems less likely as well. By the second half
of 2014 Sequa's recently entered new business arrangements and its
many new business pursuits could begin to raise revenues. For 2013
debt to EBITDA on a Moody's adjusted basis will likely exceed 8x
with free cash flow to debt of 1%. A soft demand environment and
oversupply on legacy aircraft engine parts has combined with long
ramp up time on new engine related development work to decrease
revenues/earnings of Sequa's Chromalloy Gas Turbine segment.
Further, sluggish non-residential construction end markets have
lessened the market opportunity for Sequa's Precoat segment.
Although restructuring and unusual expenses were expected to
conclude in 2013, they have in fact risen, with the softer
operating environment. Despite the high financial leverage, the
company should generate enough cash flow after capital spending to
internally fund its near-term debt amortization requirement of
about $13 million. Excess free cash flow beyond this level seems
doubtful near-term. But these negative considerations are
partially tempered by the company's covenant light bank facility,
which only tests financial ratio maintenance covenants when
revolver utilization rises above a pre-set threshold. Without
revolver dependence developing, which seems unlikely at this
point, covenant test activation seems unlikely near-term. This
should give Sequa time to realize benefit from recent cost actions
and potentially achieve higher margin sales from newer engine
programs.

The stable rating outlook considers the covenant light provisions
of the bank credit facility and anticipates that earnings should
slightly rise across the first half of 2014 with lower
restructuring and impairment expenses. Sequa's good technical
reputation within its niche, the favorable outlook for passenger
miles flown and aircraft utilization rates all add support. The
outlook assumes no acquisition related borrowing until a material
degree of de-levering occurs and liquidity expands. Sequa's
November 2013 acquisition of Trac Group, funded from cash on hand
and borrowing under existing credit lines, consumed much cushion
within the rating-- particularly for thinner liquidity.

The rating would be downgraded with leverage continued at the mid
7x or higher level, lackluster free cash flow, a debt-funded
acquisition or a weakening liquidity profile. The rating would be
upgraded with expectation of debt to EBITDA declining the mid 5x
level and with free cash flow to debt in the mid-single digit
percentage range.

Sequa Corporation, headquartered in Tampa, FL, is a diversified
industrial company operating in two business segments: Aerospace
through Chromalloy Gas Turbine, and metal coating through Precoat
Metals. Sequa was purchased via a $2.8 billion LBO by affiliates
of Carlyle Partners V, L.P. (Carlyle) in December 2007. Revenues
for the last twelve months ended September 30, 2013 were $1.35
billion.


SIMPLY WHEELZ: Selects Catalyst as Prevailing Bidder for Assets
---------------------------------------------------------------
Franchise Services of North America Inc. on Dec. 10 disclosed that
its wholly-owned subsidiary, Simply Wheelz LLC, which does
business as Advantage Rent A Car, has selected The Catalyst Group,
Inc. (on behalf of one or more funds managed by it) as the
prevailing bidder in the auction of certain of the Advantage
assets conducted in accordance with bidding procedures approved by
the United States Bankruptcy Court for the Southern District of
Mississippi as part of the Simply Wheelz insolvency proceedings.
Sixt SE was designated as the back-up bidder under the Bid
Procedures in the event that Simply Wheelz is not able to complete
the sale transaction with Catalyst within the specified period of
time.

Catalyst agreed, in connection with its bid, that it would
continue to lend to Simply Wheelz on the existing terms of its
credit facility, subject to a revised budget, which budget
significantly increases the borrowing availability of Simply
Wheels under the terms of its credit facility.  In addition, there
is the possible addition of fleet financing at the option of the
Lender.

A final hearing on the Sale Motion filed by Simply Wheelz in the
bankruptcy case is scheduled for December 17, 2013, at which time
Simply Wheelz has requested the Bankruptcy Court to declare that
Catalyst is the Prevailing Purchaser of the assets to be sold.

Simply Wheelz hopes to complete its sale to Catalyst in the first
quarter of 2014.  However, the Company cautions that there are a
number of procedural matters and arrangements with third parties
that will need to be completed before such sale is likely to be
consummated.

                        About Simply Wheelz

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellington.  The Debtor
estimated assets and debt in excess of $100 million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SIMPLY WHEELZ: Settles Lease Deal Dispute with Hertz
----------------------------------------------------
Law360 reported that bankrupt Advantage Rent a Car has agreed to
settle a dispute with former parent company Hertz Global Holdings
Inc. over a terminated lease deal for rental vehicles, clearing
the way for Advantage to sell its assets to Canadian private
equity firm Catalyst Capital Group Inc., according to court
documents released on Dec. 10.

According to the report, Advantage, whose legal name is Simply
Wheelz LLC, filed for Chapter 11 bankruptcy protection last month
after Hertz terminated their master lease agreement for a fleet of
24,000 rental vehicles.

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.


SPANSION LLC: S&P Affirms 'BB+' Rating on $300MM Amended Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
issue-level rating and '1' recovery rating to Spansion LLC's
$300 million amended term loan due 2019.  The '1' recovery rating
indicates S&P's expectation for very high (90% to 100%) recovery
in the event of payment default.

"The ratings on Spansion LLC and its parent, Spansion Inc. reflect
a 'weak' business risk profile, based on its narrow product focus,
small addressable market, and the competitive landscape," said
Standard & Poor's credit analyst Andrew Chang.  "The recent
acquisition of Fujitsu's microcontroller and analog business will
improve Spansion's product diversity and scale, but it also
introduces potential integration risks," added Mr. Chang.

The rating also incorporates the "significant" financial risk
profile, reflecting current adjusted leverage near 3.3x, which S&P
expects will improve as Fujitsu is fully integrated, weak
operating performance through fiscal 2013, and high expected
volatility given the industry dynamics.

The stable outlook reflects S&P's expectation that Spansion will
be able to successfully integrate Fujitsu's business while
preserving its "significant" financial risk profile, including
maintaining adjusted leverage below 4x.

RATING LIST

Spansion Inc.
Corporate credit rating                 BB-/Stable/--

Ratings Affirmed
Spansion LLC
$300 mil. amended term loan due 2019    BB+
  Recovery rating                        1


STAR DYNAMICS: Military Radar Maker Files in Columbus
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Star Dynamics Corp., a developer and provider of
radar systems for the military, filed a petition for Chapter 11
protection on Dec. 10 in Columbus, Ohio, in part to halt a lawsuit
by BAE Systems Plc.

According to the report, Hilliard, Ohio-based Star makes radar
systems for use on missile test ranges. Customers include
militaries in the U.S., Sweden, South Korea and Israel.

Assets are on the books for $28.5 million, against debt totaling
$50.9 million. Revenue through Nov. 30 was $8.1 million, according
to a court filing.

London-based BAE alleged that Star misappropriated trade secrets.
Although some of the suit was dismissed, the state court enjoined
Star from negotiating to acquire some projects in Europe.

The case is In re Star Dynamics Corp., 13-59657, U.S. Bankruptcy
Court, Southern District of Ohio (Columbus).


STRATUS TECHNOLOGIES: Moody's Slashes CFR to Caa1; Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service has downgraded Stratus Technologies
Bermuda Ltd.'s Corporate Family Rating (CFR) to Caa1 from B3 and
the Probability of Default Rating Caa1-PD from B3-PD based on
concerns that Stratus' overall debt position may not be
sustainable over the long term, which increases the probability of
a debt restructuring. Concurrently, Moody's downgraded Stratus'
senior secured first lien rating to B3 from B2. The rating outlook
is negative, given Moody's view that current liquidity is weak and
absent Status' ability to refinance its 2015 debt maturities, the
probability of default will remain elevated.

Ratings Rationale:

The Caa1 CFR reflects the heightened probability of a debt
restructuring given Stratus' approaching debt maturities in 2015
(March and July) and the ongoing PIK accretion of the second lien
term loan (unrated), which keeps financial leverage elevated at
nearly 6 times adjusted Debt to EBITDA. The second lien note
holders currently own about 30% of the company, which will step up
to over 50% on April 30, 2014 if Stratus does not pay all
outstanding principal and interest under the second lien credit
agreement by that date.

Stratus' liquidity profile is weak. The company has $14 million of
cash as of August 25, 2013; however, while free cash flow is
expected to be positive, it will likely be minimal over the next
twelve months. If the company did not PIK the interest on its $102
million second lien term loan, free cash flow would be negative.
In addition, Stratus has a $25 million committed senior secured
revolving credit facility (partly drawn) that will mature in
September 2014. Although Moody's expects Stratus to generate
sufficient cash flow to meet its working capital requirements and
base capital expenditure needs for the next twelve months, there
may be interim quarters with negative cash flow which would
require the company to fund its needs using cash on the balance
sheet or its revolver.

Stratus Technologies' also has small scale and faces the
challenges associated with the product transition from the
declining legacy proprietary servers to the ftServer lines,
solution services, and the newer software products, which account
for an insignificant (albeit growing) piece of total sales.
Moody's believes the high availability server market is extremely
competitive with principal competitors having far greater
resources (e.g., IBM, Hewlett-Packard, Dell, and NEC) to adapt to
a rapidly-evolving IT landscape.

At the same time, Moody's recognizes Stratus' recurring services
revenue stream, which accounts for more than two-thirds of total
revenues. The strong customer retention from its blue chip
customer base reinforces the critical nature of Stratus'
continuous availability solutions on mission-critical
applications. This has helped the company maintain steady
profitability through economic cycles, and Moody's expects
adjusted EBITDA to exceed $50 million over the coming year, in
line with results of the last several years.

The negative outlook incorporates the heightened probability of a
debt restructuring over the next 12 to 18 months. The ratings
could be downgraded if Stratus' liquidity position were to weaken
or the company is unable address its upcoming debt maturities,
leading to heightened risk of a default. In addition, negative
rating pressure could arise if Stratus were to experience
significant declines in product revenue due to either losses in
market share, pricing erosion, customer losses, or new
technological advances. To the extent that Stratus successfully
extends its 2014 revolver and 2015 debt maturities on commercially
reasonable terms, the ratings could be upgraded.

The following ratings were downgraded:

  Corporate Family Rating -- Caa1 from B3

  Probability of Default Rating -- Caa1-PD from B3-PD

  Senior Secured Notes due 2015 -- B3 (LGD-3, 35%) from B2 (LGD-3,
  37%)

Stratus Technologies Bermuda Ltd. (Stratus Technologies), with
projected annual revenues over $200 million, is a provider of
fault-tolerant server products and related services for mission-
critical applications. Principal shareholders include Investcorp
International, Inc., MidOcean Partners, and Intel Capital.


SUPERIOR PLUS: S&P Raises CCR to 'BB' & Removes from CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Canada-based Superior Plus Corp. to
'BB' from 'BB-'.  At the same time, S&P removed the company from
CreditWatch, where it had been placed with positive implications
Nov. 26, 2013.  The outlook is stable.

In addition, Standard & Poor's raised its issue-level rating on
wholly owned subsidiary Superior Plus LP's senior secured notes to
'BBB-' from 'BB+'.  The '1' recovery rating on the debt is
unchanged.  Standard & Poor's also withdrew its 'BB-' issue-level
rating and '4' recovery rating on the subsidiary's senior
unsecured debentures following the redemption of the debt in
October 2013.

"We base the upgrade on a reassessment of Superior's cash flow
adequacy and leverage following the application of our revised
corporate ratings criteria," said Standard & Poor's credit analyst
David Fisher.  "The upgrade reflects our expectation that
Superior's credit measures will remain within the range for a
significant financial risk profile over the medium term,"
Mr. Fisher added.

S&P's assessment of Superior's financial risk profile also
reflects its view that the company will pursue a moderate
financial policy in accordance with its publically articulated
debt-to-EBITDA target of 3.0x-3.5x.  The company has repaid a
meaningful amount of debt outstanding in recent years, and S&P
expects debt reduction to remain a key focus for management.

The company's energy services business has a good market position
as the largest propane distributor in Canada, with an approximate
40% market share, and a meaningful position in the U.S. heating
oil business.  This line of business is highly competitive due to
low barriers to entry and, hence, has low profit margins.
Although highly dependent on weather, the energy services segment
has historically generated steady cash flows, and S&P expects it
will continue to do so in the future though it might face some
secular pressure over time due to natural gas substitution.

Superior's specialty chemicals business has a strong market
position as the largest supplier of sodium chlorate in North
America and the second-largest worldwide, with solid market share
positions in potassium chloralkali products and sodium chlorite.
Demand in this segment is driven by conditions in the volatile
pulp and paper industry; however, the company has diversified away
from this pulp and paper market to some extent in recent years.
S&P expects the start-up of its hydrochloric acid expansion
projects in 2015 to enhance the segment's diversity and improve
segment-level earnings.

The stable outlook reflects S&P's expectation that moderate near-
term EBITDA growth combined with further debt reduction will
enable Superior to maintain credit measures commensurate with a
significant financial risk profile, most notably adjusted debt-to-
EBITDA below 4x.

S&P could raise the rating if credit measures improved to those
consistent with an "intermediate" financial risk profile--
specifically, adjusted debt-to-EBITDA of below 3x and FFO-to-debt
of more than 30% -- and the company maintains a business risk
profile that we characterize as "fair."  For this to occur, S&P
would expect flat to moderately positive EBITDA growth in the
medium term combined with a belief that management is committed to
maintaining credit metrics at the intermediate level.

S&P could lower the ratings if adjusted debt-to-EBITDA were to
exceed 4x on a sustained basis, possibly due to operational
challenges at the energy services division or a sharp
deterioration in profitability at the specialty chemicals
division.  Although not expected in the near term, S&P could also
lower the rating if management pursues more aggressive financial
policies or actions, including significant debt-financed
acquisitions or shareholder returns, which jeopardize its 4x
leverage threshold.


TELECOMMUNICATIONS MANAGEMENT: S&P Lowers Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Telecommunications Management LLC (d/b/a NewWave) to 'B' from
'B+'.  The outlook is stable.

In conjunction with the downgrade, S&P also lowered all issue-
level ratings on the company's debt by one notch.  The recovery
ratings on the company's debt issues remain unchanged.

S&P removed all ratings from CreditWatch, where it had placed them
with negative implications on Nov. 26, 2013.

"We base our downgrade on our increased emphasis on the company's
limited scale relative to its peers, as well as its below-average
profitability," said Standard & Poor's credit analyst Catherine
Cosentino.

The company base of about 110,000 basic video subscribers is
substantially smaller than that of all of its rated cable peers.
The company's profitability is likewise weaker than most of the
other cable system operators, with EBITDA margins that S&P expects
to be about 30% for 2013, pro forma for recent acquisitions,
compared to around 35% to 40% for most rated peers.  While the
company has been expanding over the last six to eight months
through a series of acquisitions and plans to continue to grow its
subscriber base through additional transactions, S&P believes it
will take several years for it to attain the scale and
profitability of the other rated cable operators.

The outlook is stable and reflects S&P's assumption of relatively
flat EBITDA and its expectation that the company will be at least
free operating cash flow neutral to positive over the next few
years, excluding incremental expenditures in 2014 for network
upgrades of acquired properties.

Given the company's high leverage, S&P could lower the ratings if
degradation in operating performance, including declines in
subscriber levels, leads to impaired liquidity.

An upgrade would require a reassessment of either the business
risk profile or financial policy of the financial sponsors.  For
the former to occur, the company would need to increase
significantly in size, with an accompanying improvement in its
EBITDA margins to the mid 30% area from the approximate 30% area
that S&P currently expects.  For the latter to occur, S&P would
have to see the financial sponsors make common equity infusions of
a material size to the company that will enable NewWave to improve
its credit metrics over the next few years, including achieving
leverage of less than 5x on a sustained basis.


TOWN & COUNTRY: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Town & Country Select, Inc.
        PO Box 2008
        Orlando, FL 32802-2008

Case No.: 13-14928

Chapter 11 Petition Date: December 10, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Frank M Wolff, Esq.
                  WOLFF HILL MCFARLIN & HERRON PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  Email: fwolff@whmh.com

Total Assets: $10,579

Total Liabilities: $2.56 million

The petition was signed by Robert A. Sanchez, vice president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb13-14928.pdf


TRANSUNION CORP: S&P Revises Outlook to Stable & Affirms 'B+' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Chicago-based TransUnion Corp. to stable from negative.  S&P also
affirmed the 'B+' corporate credit rating and all issue-level
ratings.  The recovery ratings remain unchanged.

"The outlook revision reflects our assessment that TransUnion's
good market position and low volatility of profitability can
support leverage up to a peak in the low 7x area, although we
generally expect adjusted debt to EBITDA to remain in the 6x to 7x
range," said Standard & Poor's credit analyst Molly Toll-Reed.

S&P's ratings on TransUnion reflect its "highly leveraged"
financial profile and "satisfactory" business risk profile.  S&P
views the industry risk as "intermediate" and the country risk as
"very low".  TransUnion provides data and information management
tools that help businesses manage risk and improve decision
making, and provides credit data directly to consumers.  With
about 45,000 customers in 33 countries, the company is one of
three major global credit reporting and analytic providers.

The stable outlook incorporates S&P's expectation that TransUnion
will maintain consistent profitability and positive free operating
cash flow.  A highly leveraged financial profile, and S&P's view
that the company's ownership structure is likely to preclude
sustained deleveraging, constrains a possible upgrade.  The
company's defensible market position and stable operating
performance lessen the potential for credit deterioration.  In
addition, the current rating incorporates the potential for
leverage to peak in the low 7x area.  However, sustained leverage
at the mid-7x level due to a challenging economic environment and
potential earnings deterioration, or incremental debt-financed
acquisitions, could lead to a lower rating.


TRINIDAD DRILLING: S&P Raises CCR to 'BB'; Off CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit and senior unsecured debt ratings on Calgary,
Alta.-based Trinidad Drilling Ltd, to 'BB' from 'BB-'.  The
recovery rating on the senior unsecured debt is unchanged at '4',
indicating S&P's expectation of average (30%-50%) recovery in a
default scenario.  Standard & Poor's removed the ratings from
CreditWatch, where they were placed with positive implications on
Nov. 26, 2013.  The outlook is stable.

"We base the upgrade and ratings on a reassessment of the
importance of volatility of profitability in Trinidad's business
risk profile," said Standard & Poor's credit analyst Aniki Saha-
Yannopoulos.  Of significance, the company's operating
profitability is less volatile than that of most contract
drillers, which is a key consideration in its "fair" competitive
position.  S&P expects Trinidad will continue to show similar
volatility in EBITDA given its long-term contracting strategy with
predominantly strong counterparties, ability to recontract, and
measured pace of growth.

Trinidad is an onshore contract driller that operates land rigs,
mostly in Canada and the U.S.  The company's long-term contracts
on its rigs (management tries to keep 40%-60% of the rig fleet on
contract with at least a one-year term) help cushion EBITDA
through cyclical downturns in the onshore drilling industry and
allows the company achieve EBITDA margins and return on capital to
generate "average" level of profitability.

The "fair" business risk assessment incorporates S&P's view of the
contract drilling (both onshore and offshore) "intermediate"
industry risk and "very low" country risk.  Trinidad operates in
the highly volatile and competitive onshore drilling industry in
the North America market.  The North America onshore drilling
industry is under pressure from a combination of the current
oversupply of rigs and exploration and production companies
limiting their capital expenditures due to weak natural gas
prices.  Although Trinidad has limited market share, its high-
performance rig fleet, higher-than-industry utilization, and long-
term contracts support the ratings.  S&P also views positively
management's continued effort to diversify geographically, to
limit customer concentration, and to underpin any new rigs with
long-term contracts before construction.

The stable outlook reflects Standard & Poor's expectation that
adjusted leverage will improve below 2x through 2015, as
international and domestic contracts result in solid revenue and
cash flow growth for the next few years despite the existing
weakness in the North American land drilling sector.  S&P expects
Trinidad to use excess cash flow for debt reduction under the
credit facility when possible, but also to pursue its growth
strategy as appropriate.

S&P believes an upgrade is unlikely during our year-long outlook
period because of the highly cyclical and competitive industry
conditions, which weak commodity prices affect, and the company's
business risk profile.  Beyond S&P's outlook period, it believes
Trinidad's continued efforts to diversify geographically, maintain
strong contracts, and improving EBITDA margin to industry's top
quartile could eventually improve its business risk profile to
"satisfactory."  Moreover, the balance-sheet profile would have to
remain strong as the company expands its operations.

Although also unlikely, S&P could lower the ratings if the North
America drilling industry continues to show sustained weakness and
the company is unable to operate its asset base at current day-
rates and utilization, such that it appears that leverage would
rise and stay above 3x.  This could occur if average day rates and
gross margin are below C$18,000 and 30%, respectively,
significantly lower than 2013 levels of about C$23,800 and 37%,
respectively.  Also, aggressive financing of growth initiatives,
either acquisition or capital expenditures, that significantly
increase adjusted debt-to-EBITDA to above 3x without prospects for
rapid deleveraging could lead S&P to revise its ratings.


TRIPLE POINT: S&P Alters Outlook to Neg. on Lower License Sales
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'B' corporate credit rating on
Westport, Conn.-based Triple Point Group Holdings Inc.

"The outlook revision reflects our view of Triple Point's steep
year-to-date decline in license sales," said Standard & Poor's
credit analyst Christian Frank.

The rating on Triple Point reflects S&P's view of the company's
"highly leveraged" financial risk profile and "weak" business risk
profile with relatively low recurring maintenance and subscription
revenue, a concentrated customer base, and a narrow market focus.


TW TELECOM: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Littleton, Colo.-based telecommunications service provider TW
Telecom Inc., including raising the corporate credit rating to
'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P raised the senior secured debt rating to
'BBB-' from 'BB+' and the senior unsecured debt rating to 'BB-'
from 'B+'.  The recovery ratings on these classes of debt are
unchanged.

S&P removed all ratings from CreditWatch, where it had placed them
with positive implications on Nov. 26, 2013.

"The upgrade is based on the application of our revised corporate
ratings criteria, in particular our assessment of TW Telecom's
management and governance as 'strong', which allows for a positive
adjustment of one notch to our initial analytical outcome, or
'anchor', for speculative-grade rated companies," said Standard &
Poor's credit analyst Allyn Arden.

S&P bases its management and governance assessment mainly on its
positive view of TW Telecom's strategic positioning, specifically
its track record of product innovation, which has led to
consistent performance compared with its peer group of competitive
local exchange carriers (CLECs) and other wireline
telecommunication providers.

The ratings on TW Telecom reflect a "fair" business risk profile
and a "significant" financial risk profile.  The business risk
assessment incorporates S&P's view of competitive threats from
larger incumbent telecom companies that have much higher market
shares and greater pricing power.  TW Telecom competes with AT&T
and Verizon nationally, as well as with CenturyLink Inc. and other
CLECs in certain markets.  Positive business risk factors include
the fact that TW Telecom directly owns most of its customer
connections (or has entered into long-term IRUs), rather than
leasing them from its larger incumbent telecom rivals, and the
revenue stability afforded by its multiyear customer contracts.

The rating outlook is stable and reflects S&P's expectation that
the company will continue to increase revenue in the mid-to-high
single-digits percent area over the next year.  S&P expects EBITDA
growth will be only modest in 2014, as revenue growth is largely
offset by increased expenses related to new products and services.
As such, S&P believes that leverage will remain in the mid-to-
high-2x area in 2014 including its adjustments.

Although unlikely over the next year or so, S&P could raise the
ratings if the company can reduce leverage to below 2x on a
sustained basis or increase the FOCF to debt ratio over 15%.

S&P could lower the ratings if business conditions deteriorate,
resulting in higher churn and pricing pressure that cause ongoing
FOCF deficits, or if the company pursues an even more aggressive
financial policy that results in leverage rising to 3.5x or higher
or FOCF to debt of less than 5% on a sustained basis.


UC HOLDINGS: S&P Lowers Corp. Credit Rating to B-; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Southfield, Mich.-based auto supplier UC Holdings
Inc. (UC) to 'B-' from 'B'.  The outlook is stable.

S&P also lowered its issue rating on the $325 million senior
secured notes, for which Chassix Inc. is the borrower, to 'B-'
from 'B'.  The recovery rating on these notes remains unchanged at
'4', indicating S&P's expectation of average (30%-50%) recovery in
the event of a payment default.

In addition, S&P assigned its 'CCC' issue rating to the proposed
$125 million payment-in-kind (PIK) toggle notes due 2018, to be
issued by Chassix Holdings.  The recovery rating on these notes is
'6', indicating S&P's expectation of negligible (0%-10%) recovery
in the event of a payment default.

The downgrade of UC follows the company's announcement related to
Chassix Holdings' issuance of $125 million PIK toggle notes to
fund a dividend payout to its private equity owners, Platinum
Equity Advisors LLC (Platinum) and UC's management.  Following
this announcement, S&P views UC's financial policy as "very
aggressive" and continue to view its financial risk profile as
"highly leveraged."  "We anticipate that the group's debt to
EBITDA (including our adjustments, mainly for operating leases)
will exceed 5.5x as of Dec. 31, 2013, and remain higher than 5.0x
in 2014, with negative free operating cash flow (FOCF) likely to
persist at least over the next 12 months," said credit analyst
Nishit Madlani.

UC manufactures casts and machines and assembles fully engineered
chassis and powertrain components and modules for mostly U.S.-
based automotive original equipment manufacturers and tier 1
suppliers.

S&P continues to assess UC's business risk profile as "vulnerable"
to reflect the combined entity's concentrated customer mix and
limited geographic diversity amid multiple industry risks that
automotive suppliers face, including volatile demand, high fixed
costs, intense competition, and severe pricing pressures, which
are only partially offset by S&P's expectation that North American
production should continue to rise.

Further constraining the rating are the group's weak, albeit
gradually improving, EBITDA margins compared with peers.

S&P believes that the market is still fragmented.  Some
competitors are the in-house operations of larger companies or
automakers, while others are smaller and more vulnerable.

More than three-fourths of UC's revenues tie directly or
indirectly to U.S. automakers' domestic operations and, although
not S&P's base case, this will likely magnify the company's credit
risk if 2014 production declines.

These weaknesses are somewhat offset by S&P's view of UC's
sizeable market share in its main segments and its potential to
improve this over the longer term, given its full-service
capabilities across casting and machining for aluminum and iron.
UC's contracts with its customers appear to provide a reasonable
buffer against raw-material cost increases.  This is critical
because volatile raw-material costs hurt certain acquired
operations under the previous owners.  Another positive is the
potential to leverage from the trend toward aluminum-related
sourcing from some large customers.

Although S&P believes UC has acquired some competitive
technologies and capabilities at attractive prices, it do not
expect the company to have any significant pricing leverage with
its larger and more powerful customer base.

S&P expects UC to sustain its recently reported improvement in
EBITDA margins at its important iron foundry in Columbus Ga.,
after facing operational issues in the past, as a result of what
S&P assumes was underinvestment in prior years--before Platinum
assumed ownership.  Despite the operational issues and the ongoing
execution risk involved in managing new launches over the next few
quarters, S&P assumes in its base case that the company's
implemented plan and additional investments to improve plant
efficiency and increase capacity will improve margins in the
second half of 2013 and into 2014.

Over the longer term, S&P assumes margins will improve mostly as a
result of capacity consolidation, improved purchasing scale, and
larger in-house production capabilities as a result of vertical
integration.  Still, S&P considers UC's margins sensitive to
future demand given its high operating leverage.  Synergy-related
costs connected to the integration of various functional areas of
the stand-alone entities could be near-term headwinds for margins.

S&P's macro-assumptions include North American light vehicle
production improving by 3.4% in 2014 and about 5% in 2015, higher
than its economists' forecasts for U.S. GDP growth in both years.
S&P's base-case scenario assumptions for UC's operating
performance over the next two years include:

   -- Organic revenue growth in the mid-single digits;

   -- An adjusted EBITDA margin of about 7.5%-9.0% over the next
      12-18 months, with most of the improvement in 2014 as a
      result of some integration-related synergies (related to
      increased purchasing scale and in-sourcing) and actions to
      address operational inefficiencies and lower variable
      overheads after certain products are launched;

   -- Negative FOCF in 2013 and 2014, given S&P's assumptions of
      integration-related cash costs related to the integration of
      Diversified Machine Inc. (DMI) and Concord International
      Inc. and increased year-over-year capital expenditure
      requirements to support product launches, coupled with
      higher investments in some of its plants; and

   -- No further meaningful dividends to shareholders.

The stable rating outlook reflects S&P's view that UC's credit
metrics and liquidity will remain consistent with the 'B-' rating
over the next 12 months because S&P believes the company's ongoing
vertical integration efforts and additional investments to improve
plant efficiency and increase capacity could improve margins into
2014.  For the rating, S&P expects UC to sustain a debt leverage
ratio of less than 6x over the next two years, including its
adjustments (primarily the operating leases' present value) with
credible prospects for positive FOCF by 2015.

S&P could lower the ratings if weaker-than-expected operating
performance decreased liquidity and increased prospects for
negative FOCF in 2015.  This could occur if the company increases
borrowings under its ABL facility for meaningfully higher-than-
anticipated investments to upgrade certain facilities and to fund
product launch-related costs, further weakening its liquidity.
This could also occur if it appears unlikely that EBITDA margins
would improve to S&P's base case in 2014, and revenue growth and
working capital performance are less favorable than it expects.

Rating upside is currently limited because of the group's current
capital structure, negative FOCF, and financial policies on
leverage and dividends.  That said, S&P could consider a positive
rating action if UC shows credit metrics at levels it deems
commensurate with the "aggressive" category -- such as adjusted
total debt to EBITDA sustainably less than 5x, with FOCF/debt
consistently in the low-single digits.


VELTI INC: Seeks to Hire DLA Piper as Counsel
---------------------------------------------
Velti, Inc. and its debtor-affiliates ask for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ DLA
Piper LLP as counsel, nunc pro tunc to Nov. 4, 2013.

The Debtors require DLA Piper to:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession while operating and
       managing their respective businesses and properties under
       chapter 11 of the Bankruptcy Code;

   (b) prepare on behalf of the Debtors all necessary and
       appropriate applications, motions, proposed orders, other
       pleadings, notices, schedules and other documents, and
       reviewing all financial and other reports to be filed in
       these Chapter 11 cases;

   (c) advise the Debtors concerning, and preparing responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed by other parties in these Chapter
       11 cases;

   (d) advise the Debtors with respect to, and assisting in the
       negotiation and documentation of, financing agreements and
       related transactions;

   (e) review the nature and validity of any liens asserted
       against the Debtors' property and advising the Debtors
       concerning the enforceability of such liens;

   (f) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (g) advise and assist the Debtors in connection with any
       potential property dispositions;

   (h) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections;

   (i) advise the Debtors in connection with the formulation,
       negotiation and promulgation of a plan or plans of
       reorganization, and related transactional documents;

   (j) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (k) commence and conduct litigation necessary and appropriate
       to assert rights held by the Debtors, protect assets of the
       Debtors' chapter 11 estates or otherwise further the goal
       of completing the Debtors' successful reorganization; and

   (l) provide non-bankruptcy services for the Debtors to the
       extent requested by the Debtors.

DLA Piper will be paid at these hourly rates:

       Richard A. Chesley, Partner, Chicago      $965
       Matthew M. Murphy, Partner, Chicago       $835
       Stuart M. Brown, Partner, Wilmington      $765
       Bertrand Pan, Associate, Los Angeles      $675
       Chun I. Jang, Associate, Chicago          $655
       Daniel M. Simon, Associate, Chicago       $600
       James R. Irving, Associate, Chicago       $600
       Aaron M. Paushter, Associate, Chicago     $565
       Oksana Koltko, Associate, Chicago         $490
       Carolyn B. Fox, Paralegal, Wilmington     $240
       Theresa Pullan, Paralegal, Wilmington     $240

DLA Piper will also be reimbursed for reasonable out-of-pocket
expenses incurred.

DLA Piper has performed its legal services under a prepayment
retainer.  DLA Piper received an initial retainer in the amount of
$125,000, which retainer was subsequently replenished and
increased.  Specifically, in the 90 days prior to the Petition
Date, DLA Piper has received, aggregate payments in the form of
retainer funding in the amount of $575,000.  DLA Piper has applied
a total of $248,774.87 to actual fees and expenses incurred as a
result of its pre-petition services for or on behalf of the
Debtors in connection with the preparation and commencement of
these chapter 11 cases and other matters.  Accordingly, as of the
Petition Date, $326,225.13 of the retainer funding received by DLA
Piper remains.

During the 90-day period prior to the Petition Date, DLA Piper
received a payment of $199,975 from one of the U.K. non-debtor
affiliates, Velti DR Ltd., on account of legal fees and expenses
incurred by DLA Piper in connection with services performed for or
on behalf of Velti DR Ltd. and certain U.K. non-debtor affiliates.

DLA Piper represented Mobclix Inc., an affiliate of the Debtor.
Within the 90-day period prior to the Petition Date, DLA Piper
received $100,000 payment from Mobclix Inc., which funds were
applied to satisfy the fees and costs incurred by DLA Piper
through its representation of Mobclix, Inc. In addition to this
amount, $70,000 is still owed to DLA Piper for its representation
of Mobclix, Inc.

As of the Petition Date, the Debtors owed DLA Piper $75,192.92 for
legal services rendered and expenses incurred by DLA Piper; this
amount, however, was written off by DLA Piper.  In addition, DLA
Piper wrote off $47,375.82, which amount represents legal fees and
expenses incurred in excess of the initial retainer funding
amount.  As of the Petition Date, there are no outstanding amounts
owed by the Debtors to DLA Piper.  However, DLA Piper is still in
the process of final reconciliations of the pre-petition fees and
expenses incurred by the Debtors since Oct. 18, 2013.  As a result
of these final reconciliations additional fees or expenses may
reduce the remaining retainer balance.

Richard A. Chesley, member of DLA Piper, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Dec. 20, 2013, at 11:00 a.m.  Objections, if any,
are due Dec. 17, 2013, at 4:00 p.m.

DLA Piper can be reached at:

       Richard A. Chesley, Esq.
       DLA PIPER LLP
       203 North LaSalle Street, Suite 1900
       Chicago, IL 60601-1293
       Tel: 312 368-3430
       Fax: 312 630-5330
       E-mail: richard.chesley@dlapiper.com

                       About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. didn't seek protection and business there will
continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.


VELTI INC: Panel Wants Jefferies Transaction Fee Cut to $500,000
----------------------------------------------------------------
Velti Inc. and its debtor-affiliates sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Jefferies LLC as investment banker, nunc pro
tunc to Nov. 4, 2013.

The application was approved notwithstanding objections filed by
the Official Committee of Unsecured Creditors formed in the
Chapter 11 cases.

William M. Alleman, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
counsel to the Committee, said that if Jefferies is authorized to
be retained, the Committee does not object to the opportunity for
Jefferies to earn the proposed Restructuring Fee, DIP Financing
Fee or Break-Up Fee.  The Committee, however, said the proposed
Transaction Fee of $2.0 million is excessive and unreasonable in
light of the contribution anticipated by Jefferies for the
proposed sale of the Debtors' and non-debtors' assets.  The
Committee submitted that an appropriate Transaction Fee under the
circumstances is not greater than $500,000.

Mr. Alleman adds that the Committee has significant other concerns
about the proposed Jefferies engagement, including the following:

   -- The proposed Monthly Fees, Transaction Fee and Restructuring
Fee should be surcharged against the secured collateral of the
Debtors' pre-petition lender, an affiliate of GSO Capital Partners
in light of the fact that the Debtors' entire bankruptcy case is
designed to transfer ownership of the mobile marketing business
unit business to GSO.

   -- The proposed indemnification of Jefferies should be limited
to work performed under the Engagement Letter from the Petition
Date forward and not extend to any pre-petition activity.

   -- The Committee requests that any reimbursement of Jefferies'
out-of-pocket expenses (which includes reasonable fees and
expenses of its counsel and other independent experts) in excess
of $50,000 be subject to the Committee's prior written consent.

   -- Lastly, it does not appear that Jefferies can satisfy the
standard for a "disinterested person" pursuant to Section 327 of
the Bankruptcy Code as Jefferies may have received substantial
preferential and/or fraudulent transfers prior to the filing of
these bankruptcy cases.

Judge Peter J. Walsh's Dec. 2 order granting the application
provides, "Jefferies will be compensated in accordance with the
terms of the Engagement Letter and, in particular, all of
Jefferies' fees and expenses in these chapter 11 cases are hereby
approved pursuant to section 328(a) of the Bankruptcy Code."

The order also provides that, for the avoidance of doubt, the
proposed sale of the assets of the MMBU Debtors shall trigger a
fee equal to $2.0 million, plus 5% of the Transaction Value that
is greater than $75 million.

                       Debtor's Application

As reported in the Dec. 2, 2013 edition of the TCR, the Debtors
require Jefferies LLC to:

   (a) provide the Company with financial advice and assistance in
       connection with a possible sale, disposition or other
       business transaction or series of transactions involving
       all or a material portion of the equity or assets of one
       or more entities comprising the Company, whether directly
       or indirectly and through any form of transaction,
       including, without limitation, merger, reverse merger,
       liquidation, tender or exchange offer, stock purchase,
       asset purchase, recapitalization, reorganization,
       consolidation, amalgamation, joint venture, strategic
       partnership, license, a sale under section 363 of the
       Bankruptcy Code, including any "credit bid" made pursuant
       to section 363(k) of the Bankruptcy Code and including
       under a prepackaged or pre-negotiated plan of
       reorganization or other plan pursuant to the Bankruptcy
       Code, or other transaction any of the foregoing, an "M&A
       Transaction";

   (b) provide advice and assistance to the Company in connection
       with analyzing, structuring, negotiating and effecting,
       and acting as exclusive financial advisor to the Company in
       connection with, any restructuring of the Company's
       outstanding indebtedness through any offer by the Company
       with respect to any outstanding Company indebtedness, a
       solicitation of votes, approvals, or consents giving effect
       thereto -- including with respect to a prepackaged or
       pre-negotiated plan of reorganization or other plan
       pursuant to Chapter 11 of the Bankruptcy Code or any
       other applicable law, the execution of any agreement giving
       effect thereto, an offer by any party to convert, exchange
       or acquire any outstanding Company indebtedness, or any
       similar balance sheet restructuring involving the Company;
       and become familiar with, to the extent Jefferies LLC deems
       appropriate, and analyzing, the business, operations,
       properties, financial condition and prospects of the
       Company;

   (c) advise the Company on the current state of the
       "restructuring market";

   (d) assist and advise the Company in developing a general
       strategy for accomplishing a Restructuring;

   (e) assist and advise the Company in implementing a
       Restructuring;

   (f) assist and advise the Company in evaluating and analyzing a
       Restructuring, including the value of the securities or
       debt instruments, if any, that may be issued in any such
       Restructuring;

   (g) render such other financial advisory services as may from
       time to time be agreed upon by the Company and Jefferies;
       and

   (h) provide advisory services to the Company in connection with
       obtaining debt or equity financing for any corporate
       purpose (a "Financing Transaction") and debtor-in-
       possession financing (a "DIP Financing", and a DIP
       Financing, Financing Transaction, M&A Transaction, and a
       Restructuring, each and together, a "Transaction").

The Debtors intend to compensate Jefferies LLC in accordance with
the terms and conditions and at the times set forth in the
Engagement Letter, which provides in relevant part for the
following compensation structure, the "Fee Structure":

   (a) Monthly Fee. A monthly fee of $125,000, payable on the
       24th of each month during the term of Jefferies LLC's
       Engagement;

   (b) Transaction Fee. Upon the consummation of an M&A
       Transaction a fee equal to $2 million, plus 5% of
       the Transaction Value that is greater than $75 million;
       provided, however, that in the event the first consummated
       M&A Transaction involves less than a majority of the equity
       or assets of the Company, the fee for such first M&A
       Transaction shall be $1 million, and provided, further,
       that such $1 million fee shall be credited against any
       subsequent Transaction Fee or Restructuring Fee due
       to Jefferies LLC;

   (c) Restructuring Fee. Promptly upon the closing of a
       Restructuring, a fee equal to $2 million;

   (d) DIP Financing Fee. Upon the consummation of a DIP
       Financing, a fee equal to $250,000; provided, however, that
       the DIP Financing Fee shall be fully creditable against any
       Transaction Fee actually paid to Jefferies LLC; and

   (e) Break-Up Fee. If, following or in connection with the
       termination, abandonment or failure to occur of any
       proposed M&A Transaction in respect of which the Company
       entered into an agreement during the term of this Agreement
       or during the 12-month period following the effective date
       of termination of this Agreement, the Company or any
       affiliate is entitled to receive a breakup, termination,
       "topping," expense reimbursement, earnest money payment or
       similar fee or payment, Jefferies LLC shall be entitled to
       a cash fee (the "Break-Up Fee"), payable promptly following
       the Company's or such affiliate's receipt of such amount,
       equal to 25% of the aggregate amount of all Termination
       Payments paid to the Company or such affiliate; provided,
       however, that the Break-Up Fee shall not be greater than
       the Transaction Fee that would have been payable had the
       proposed M&A Transaction been consummated.

Jefferies LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.

During the 90 days prior to the Petition Date, Jefferies received
from the Debtors:

    -- two Monthly Fees pursuant to Paragraph 4 of the Engagement
       Letter, $150,000 on Aug. 13, 2013 and $150,000 on Oct. 3,
       2013; and

    -- $500,000 on account of a transaction fee relating
       to a 2013 stock offering on Aug. 30, 2013.  To the extent
       any additional prepetition amounts are owed by the Debtors
       under the Engagement Letter or otherwise, Jefferies shall
       waive such claims against the Debtors as a condition to
       being retained pursuant to the Application.

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. didn't seek protection and business there will
continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

The Official Committee of Unsecured Creditors is represented by
Attorneys at Morris, Nichols, Arsht & Tunnell LLP and McGuireWoods
LLP.


VELTI INC: Schedules and Statements Due Dec. 13
-----------------------------------------------
Velti Inc., et al.'s schedules of assets and liabilities and
statements of financial affairs are due today, Dec. 13, 2013.

Judge Peter J. Walsh on Dec. 2 entered an order extending the
Debtors' deadline to file their schedules and statements by nine
days to Dec. 13, 2013.

The Official Committee of Unsecured Creditors objected to the
requested extension.  The Committee said the extension will
deprive creditors and other parties in interest, including
potential bidders, of the necessary information needed to fully
evaluate the proposed sale transaction.

The Committee noted that under the Court-approved bidding
procedures in connection with the MMBU Debtors' assets, the Court
will hold the sale hearing on Dec. 20, 2013, the deadline for
competing bids is Dec. 16 and all objections to the sale shall be
filed no later than 4:00 p.m. on Dec. 13.

                       About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. didn't seek protection and business there will
continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.


VELTI INC: Sitrick Approved as Communications Consultant
--------------------------------------------------------
Velti Inc. and its debtor-affiliates sought and obtained approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Sitrick and Company, a division of Sitrick Brincko Group
LLC, as corporate communications consultants, nunc pro tunc to
Nov. 4, 2013.

The Debtors said Sitrick will be paid at these hourly rates:

       Tom Becker              $625
       Anita-Marie Laurie      $625
       Danielle Newman         $295
       Rachel Warzala          $185
       Kara Schmiemann         $185
       Molly Russell           $185

Sitrick will also be reimbursed for reasonable out-of-pocket
expenses incurred; provided that any expense exceeding $500 shall
be pre-approved by the Debtors.

The Official Committee of Unsecured Creditors filed a limited
objection.  The Committee has concerns about the Debtors' need for
corporate communications consultants in this case, given the short
timeline to a sale. The Committee has raised questions with the
Debtors regarding the extent of Sitrick's services in this case,
and the budget for public relations.

                       About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. didn't seek protection and business there will
continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.


WESTERN FUNDING: Files Amended List of Top Unsecured Creditors
--------------------------------------------------------------
Western Funding Inc. submitted to the Bankruptcy Court a list that
identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                Nature of Claim          Claim Amount
  ------                ---------------          ------------
Cope Family Ventures    Subordinated Note       $4,198,536.60
920 Essex Ave
Henderson, NV 89015

Adrianna F. Merrell &   Subordinated Note       $1,163,474.91
Timothy Trust
35940 Camelot Circle
Wildomar, CA 92595

Timothy J. Salas        Subordinated Note         $764,073.06
4246 Conrad Ave
San Diego, CA 92117

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

                        http://is.gd/MrNRR3

                     About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.


* Defensive Appellate Rights are Property in Texas Law
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that "defensive appellate rights" are property that a
bankruptcy trustee can sell, thus precluding an individual
bankrupt from appealing.

According to the report, before filing in Chapter 7, an individual
lost a lawsuit in state court and was saddled with sanctions. Over
objection from his state court adversary, the bankrupt persuaded
the bankruptcy judge to modify the automatic stay so he could
pursue an appeal he filed before bankruptcy.

On a first appeal, district court reversed the bankruptcy court
and ruled that defensive appellate rights are property of the
estate under Texas law that could be sold to the adversary.  The
U.S. Court of Appeals in New Orleans reached the same result in an
unsigned opinion on Dec. 10.

The Fifth Circuit in New Orleans said only two lower courts
reached the same issue. A California state court ruled that
defensive rights are property, while a bankruptcy court in Iowa
ruled they aren't.

The New Orleans court said appellate rights are property under
Texas law because they are "valuable in nature."

The circuit court noted that lawsuits and appellate right
previously have been held to be property.

The case is Croft v. Lowry (In re Croft), 13-50020, U.S. Fifth
Circuit Court of Appeals (New Orleans).


* Insurer Owes Lender For Construction Liens, 7th Circ. Told
------------------------------------------------------------
Law360 reported that the lender to a failed $100 million real
estate project urged the Seventh Circuit on Dec. 11 to order First
American Title Insurance Co. to indemnify it against construction
liens asserted in the developer's bankruptcy, arguing that the
policy exclusion the insurer relies upon doesn't apply.

According to the report, a Wisconsin federal judge ruled in
January that First American had no duty to indemnify lender BB
Syndication Services Inc., finding that an exclusion under the
title insurance policy was triggered because the lender had
"created of suffered" the liens itself.

The appellate case is BB Syndication Services, Incor v. First
American Title Insurance, Case No. 13-2785 (7th Cir.).


* JPMorgan's Dimon Says Banks to Reprice Products
-------------------------------------------------
Hugh Son and Dawn Kopecki, writing for Bloomberg News, reported
that JPMorgan Chase & Co. Chief Executive Officer Jamie Dimon said
banks will have to charge more for lending to get a "fair return"
as regulators require the industry to set aside more funds to
cushion against losses.

"I don't think that you're going to have all these banks around
the world holding this amount of capital and the revolvers will
cost the same," Dimon, 57, said on Dec. 12 at an investor
conference sponsored by Goldman Sachs Group Inc. in New York, the
report cited. Revolving loans and repurchase agreements are among
products that "use a lot of balance sheet" and will have to be
repriced, he said.

U.S. regulators are forcing firms to hold more capital against
assets banks consider low risk by proposing a minimum leverage
ratio of 5 percent as an increased buffer against potential
losses, the report said.  Market participants have said that would
affect pricing and access to lending in the repurchase agreement,
or repo, market, in which borrowers sell lenders securities with
an agreement to buy them back later.

Wall Street firms face new curbs, including limits on hedging,
designed to prevent financial blowups after the Federal Reserve
and four other regulators adopted the Volcker rule, a centerpiece
of the 2010 Dodd-Frank Act, the report added.  The hedging
provision drew more attention in the Volcker rule debate after
JPMorgan lost $6.2 billion last year in bets on credit
derivatives.


* Strategy for Dismantling Failed Financial Firms Released by FDIC
------------------------------------------------------------------
Jesse Hamilton, writing for Bloomberg News, reported that the
Federal Deposit Insurance Corp. released its strategy for
dismantling big failing financial institutions even as board
members said the plan continues to face major obstacles.

According to the report, the FDIC's guidance, opened for a 60-day
public comment period on Dec. 11, illuminates a key power bestowed
on the agency by the 2010 Dodd-Frank Act: the authority to seize
and restructure a large, failing financial company. The FDIC will
seize a U.S. firm at the parent-company level, impose losses on
shareholders and give creditors equity in a new holding company,
according to the strategy.

"The FDIC must resolve systemically important financial
institutions in a manner that holds their shareholders, creditors
and culpable management accountable for their failure while
maintaining the stability of the U.S. financial system," Chairman
Martin Gruenberg said at a board meeting in Washington, the report
cited. "Unsecured creditors and shareholders must bear the
losses."

Board members including Vice Chairman Thomas Hoenig have cited
serious potential problems with the strategy, the report related.
Hoenig said the FDIC "must address a series of obstacles," such as
international cooperation, the competitive advantage to banks that
could be recapitalized with public funds and the sufficiency of
equity and debt to absorb losses.

"Although assumed to be sufficient, the amount of equity and debt
necessary to assure the bridge company will be well capitalized
has yet to be defined and leaves a critical component to the
strategy unaddressed," Hoenig said, referring to an intermediate
step in the restructuring process, the report further cited.


* Chicago/Midwest TMA Announces Annual Award Winners
----------------------------------------------------
Saving jobs, regaining profitability, avoiding liquidation and
thriving after bankruptcy were among the narratives submitted by
nominees of the Chicago/Midwest Chapter of the Turnaround
Management Association's (Chicago/Midwest TMA) annual awards.

The TMA awards were announced and presented at the annual
Executive Speaker Forum held November 18 at the Radisson Blu Aqua
Hotel.  More than 600 business leaders attended the event, which
featured Timothy Geithner, former Secretary of the Treasury
(2009-2013) as the keynote speaker with David Snyder, publisher of
Crain's Chicago Business leading a discussion and Q&A about the
events surrounding the recession and the U.S. government's
reaction to the economic contraction.

"Each year, the TMA Chicago/Midwest Chapter honors those corporate
renewal professionals in our chapter who are making a difference
in the turnaround industry, either through their work on behalf of
clients or their dedication and service to the TMA," stated Kevin
A. Krakora, president of TMA Chicago/Midwest Chapter.  "On behalf
of the Awards Committee, I congratulate the winners of our 2013
awards for their achievements and contributions."

Winners in the following categories were selected:

Large Turnaround of the Year: Regions Business Capital (Regions)
and Wynnchurch Capital (Wynnchurch) for their work on US Pipe.

Small Company Turnaround of the Year: Neal, Gerber & Eisenberg LLP
and Rally Capital, for their work on AeroCare.

Large Transaction of the Year: Fort Dearborn Partners, for their
work on the Dearborn Wholesale Grocers transaction.

2013 Small Transaction of the Year: High Ridge Partners for its
work on ABC-Electrical Contractors.

2013 Pro Bono Turnaround of the Year Award: Paul J. Niedermayer,
Jonathan Consulting LLC, for providing free restructuring services
to qualified organizations for Otto Jacobs Company.

2013 Certified Turnaround Professional of the Year Award: Ray
Anderson, CTP, Huron Consulting Group.

Most Active New Member: Kathleen Parker of HYPERAMS.

Outstanding Service, Ryan Jaskiewicz of 12five Capital.

                     About TMA Chicago/Midwest

The Chicago/Midwest Chapter of The Turnaround Management
Association -- http://www.tmachicagomidwest.org-- is one of the
largest chapters of the only international non-profit association
dedicated to corporate renewal and turnaround management.
Incorporated in 1991, the award-winning Chicago/Midwest Chapter is
celebrating its 22nd year of serving its community.


* Haley & Associates to Join Grant Thornton in February
-------------------------------------------------------
Grant Thornton LLP on Dec. 11 disclosed that Nova Scotia
insolvency firm Haley and Associates Inc. will be joining Grant
Thornton effective February 1, 2014.

Haley and Associates has been providing bankruptcy and insolvency
services in the Nova Scotia market since 2005 when Darryl Haley,
Trustee and President, returned to Nova Scotia after working
abroad to open the first resident Trustee Practice on the South
Shore.  Based in Bridgewater, they also have offices in Halifax
and Yarmouth, as well as satellite offices in Barrington Passage,
Chester, Liverpool, Digby, Shelburne, Tantallon and Windsor.

The decision to join Grant Thornton was triggered by the pending
retirement of the founder and managing partner, Darryl Haley.  All
other Haley and Associates employees will join Grant Thornton.

"I'm very proud of Haley and Associates and the work we've done to
help the communities we serve in Nova Scotia," said Darryl Haley,
Trustee and President, Haley and Associates.  "Together, we've
built a strong team, and I'm pleased that the Haley and Associates
practitioners will be able to continue to provide a wealth of
services and help clients find the right solution to their
challenges."

"Darryl's extensive knowledge and commitment to administering the
insolvency process makes him a true leader in the industry and a
supportive part of the South Shore community and beyond," says
Kevin Ladner, Regional Managing Partner, Atlantic Canada, Grant
Thornton LLP.  "We are pleased to be entrusted with the practice
he has built.  We believe it will also serve to increase the
breadth and depth of Grant Thornton's growing insolvency practice
in Atlantic Canada, which also includes the recent additions of
A.C. Poirier and Green Hunt Wedlake."

                 About Grant Thornton LLP in Canada

Grant Thornton LLP is a Canadian accounting and advisory firm
providing audit, tax and advisory services to private and public
organizations.  It helps dynamic organizations unlock their
potential for growth by providing meaningful, actionable advice
through a broad range of services.  Together with the Quebec firm
Raymond Chabot Grant Thornton LLP, Grant Thornton in Canada has
approximately 4,000 people in offices across Canada.  Grant
Thornton LLP is a Canadian member of Grant Thornton International
Ltd, whose member firms operate in close to 100 countries
worldwide.


* BOOK REVIEW: Bankruptcy Crimes
--------------------------------
Author: Stephanie Wickouski
Publisher: Beard Books
Softcover: 395 Pages
List Price: $124.95
http://is.gd/LuspaE
Review by Gail Owens Hoelscher

Did you know that you could be executed for non-payment of debt
in England in the 1700s? Or that the nailing of an ear was the
sentence for perjury in bankruptcy cases in 1604? While ruling
out such archaic penalties, Stephanie Wickouski does believe "in
the need for criminal sanctions against bankruptcy fraud and for
consistent, effective enforcement of those sanctions."  She
decries the harm done to individuals through fraud schemes and
laments the resulting erosion in public confidence in the
judicial system.  This leading authoritative treatise on the
subject of bankruptcy fraud, first published in August 2000 and
updated annually with new material, will prove invaluable for
bankruptcy law practitioners, white collar criminal
practitioners, and prosecutors faced with criminal activity in
bankruptcy cases.  Indeed, E. Lawrence Barcella, Jr. of Paul,
Hastings, Janofsky, and Walker, in Washington, DC, says, "If I
were a lawyer involved in a bankruptcy matter, whether civil or
criminal, and had only one reference work that I could rely
upon, it would be this book."  And, Thomas J. Moloney with
Cleary, Gottlieb, Steen & Hamilton describes the book as "an
essential reference tool."

An estimated ten percent of bankruptcy cases involve some kind
of abuse or fraud.  Since launching Operation Total Disclosure in
1992, the U.S. Department of Justice has endeavored to send the
message that bankruptcy fraud will not be tolerated.  Bankruptcy
judges and trustees are required to report suspected bankruptcy
212 crimes to a U.S. attorney.  The decision to prosecute is
based on the level of loss or injury, the existence of sufficient
evidence, and the clarity of the law.  In some cases, civil
penalties for fraud are deemed sufficient to punish and deter.
Ms. Wickouski suggests that some lawyers might not recognize
criminal activity that the DOJ now targets for investigation.
She gives several examples, including filing for bankruptcy
using an incorrect Social Security number, and receiving
payments from a bankruptcy debtor that were not approved by the
bankruptcy court.  In both of these real life examples, DOJ
investigations led to convictions and jail time.
Ms. Wickouski says that although new schemes in bankruptcy fraud
have come along, others have been around for centuries. She
takes the reader through the most common traditional schemes,
including skimming, the bustout, the bleedout, and looting, as
well as some new ones, including the bankruptcy mill.
The main substance of Bankruptcy Crimes is Ms. Wickouski's
detailed analysis of the U.S. Bankruptcy Criminal Code, chapter
9 of title 18, the Federal Criminal Code.  She painstakingly
analyzes each provision, carefully defining terms and providing
clear and useful examples of actual cases.  She ends with a good
chapter on ethics and professional responsibility, and provides
a comprehensive set of annexes.

Bankruptcy Crimes is never dry, and some of the cases will make
you nostalgic for the days of ear-nailing.  This comprehensive,
well researched treatise is a particularly invaluable guide for
debtors' counsel in dealing with conflicts, attorney-client
relationships, asset planning, and an array of legal and ethical
issues that lawyers and bankruptcy fiduciaries often face in
advising clients in financially distressed situations.

Stephanie Wickouski is a partner in the New York office of Bryan
Cave LLP.  Her practice is concentrated in business bankruptcy,
insolvency, and commercial litigation.

This book may be ordered by calling 888-563-4573 or through your
favorite Internet bookseller or through your local bookstore.


                             *********

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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