TCR_Public/131216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 16, 2013, Vol. 17, No. 348

                            Headlines

1250 OCEANSIDE PARTNERS: Plan Slated for Confirmation in March
1615 SYCAMORE: Case Summary & 6 Unsecured Creditors
22ND CENTURY: Appoints Richard Sanders to Board of Directors
ABC MANUFACTURING: Under Control of Court Receiver
ALION SCIENCE: Sells 925,172 Common Shares to ESOP Trust

ALLY FINANCIAL: S&P Raises ICR to 'BB' on Rescap Settlement
ALPHA NATURAL: S&P Assigns 'B-' Rating to Proposed $250MM Notes
AMERICAN AIRLINES: Reports November 2013 Revenue, Traffic Results
AMINCOR INC: Unit Has Agreement to Service 550 Properties
ARAMARK HOLDINGS: S&P Raises Corp. Credit Rating to 'BB' Over IPO

ARCH COAL: S&P Assigns 'CCC+' Rating to Proposed $300MM Sr. Notes
ARTEL LLC: S&P Lowers Corporate Credit Rating to 'CCC+'
B S HAND & SONS: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Who Benefits From JPMorgan's Deal Uncertain
BERRY PLASTICS: Widens Net Income to $57 Million in Fiscal 2013

BERRY PLASTICS: Unit Plans to Obtain $1.1 Billion Term Loans
BG MEDICINE: CMS Issues 2014 Medicare Limitation for Galectin-3
BION ENVIRONMENTAL: Key Projects in Pennsylvania and Midwest
BON-TON STORES: Files Form 10-Q, Incurs $931,000 Net Loss in Q3
BOULDER BRANDS: S&P Retains 'B+' Rating Following $25MM Term Loan

BROWN HAND: Northstar Selected as Winning Bidder for Business
CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
CAMARILLO PLAZA: Court Confirms Third Amended Plan
CAPITOL BANCORP: Suspension Motion Filed, Approved
CARLYLE STATION: Case Summary & 20 Largest Unsecured Creditors

CELL THERAPEUTICS: Registers 679,040 Common Shares with SEC
CELL THERAPEUTICS: Baxter May Sell 15.6 Million Common Shares
CHRIST HOSPITAL: Property Is Sold Free of Economic Tort Claims
CIMARRON CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
COASTAL CONDOS: Files Second Amended Bankruptcy-Exit Plan

COMMERCIAL VEHICLE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
COMPETITIVE TECHNOLOGIES: Files Copy of Presentation with SEC
CREATION'S GARDEN: Final DIP Hearing Slated for Dec. 17
CUI GLOBAL: Stockholders Elect Three Directors
CUMULUS MEDIA: Units Ink $50MM Securitization Facility with GE

CYCLONE POWER: GEL Properties Buys $50,000 Convertible Note
DEWEY & LEBOEUF: Can Subpoena Law Firms In Partner Bonus Disputes
DUMA ENERGY: Hydrocarb No Longer a Shareholder
EDENOR SA: Marcela Sacavini Quits as Director
EDENOR SA: Pampa Holds 4.7% of Shares Outstanding as of Dec. 11

EDISON MISSION: Faces Second Environmental Action
ELEPHANT TALK: Has Until Jan. 31 to Retain NYSE Compliance
ELEPHANT TALK: Inks New Terms of Employment for CEO and President
EMPIRE RESORTS: Registers 1.1 Million Shares for Resale
EQUIPOWER RESOURCES: S&P Affirms 'BB' Rating on $1.4BB Loans

FNBH BANCORP: Issues $17.5 Million Worth of Preferred Shares
FREDERICK'S OF HOLLYWOOD: Incurs $7.7MM Net Loss in Oct. 26 Qtr.
FREESEAS INC: Insurers to Pay $1.1-Mil. for Hijacked Vessel
GETTY IMAGES: Bank Debt Trades at 8% Off
GORDIAN MEDICAL: Confirmation Hearing Continued to Jan. 15

GORDON PROPERTIES: Hearing on DIP Loan Continued Until Dec. 17
GREEN EARTH: Stockholders Elect Two Directors
GREEN FIELD ENERGY: Was Talking Debt Swap With Noteholders
GSC GROUP: Manzo, Capstone, Kaye Scholer Docked for Fees
GYMBOREE CORP: Bank Debt Trades at 3% Off

HARVEST OPERATIONS: S&P Lowers CCR to 'B+'; Outlook Negative
HOSPITALITY STAFFING: $23-Mil. Sale Gets Judge's Approval
HOUSTON REGIONAL: Rockets Take Lead Role in Sports Network
HOVNANIAN ENTERPRISES: Posts $32.8 Million Net Income in Q4
IBAHN CORP: Seeks Approval of Incentive Plan for 3 Officers

IDERA PHARMACEUTICALS: Integrated Core Holds 5.1% Equity Stake
IOWORLDMEDIA INC: Incurs $2.2 Million Net Loss in Third Quarter
IPAYMENT INC: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
JACKSONVILLE BANCORP: Appoints Kendall Spencer a Pres. & CEO
J.C. PENNEY: Bank Debt Trades at 2% Off

K & N TRUCKING: Case Summary & 20 Largest Unsecured Creditors
K-V PHARMACEUTICALS: FDA Encouraged Illegal Compounding
KAMAN CORP: S&P Lowers CCR to 'BB+' & Removes Rating from Watch
LEHMAN BROTHERS: Court Disallows $16.8 Million in Claims
LEHMAN BROTHERS: To Sell 20% Stake in D.E. Shaw

LEHMAN BROTHERS: Liquidators, Australian Creditors Settle Suit
LINCOLN PARK: S&P Cuts Gen. Obligation Bonds Rating to 'BB'
LONGVIEW POWER: Sues to Reduce Kvaerner, Siemens Liens
M*MODAL INC: Bank Debt Trades at 15% Off
MAGYAR TELECOM: U.S. Judge Recognizes UK Proceedings

MEDASSETS INC: S&P Raises CCR to 'BB-' & Removes Rating from Watch
MOBILESMITH INC: Sells Additional $330,000 Convertible Note
MONTREAL MAINE: Has Contract to Sell to Fortress for $14-Mil.
MOTORS LIQUIDATION: To Pay Special Excess Distribution to DTC
MRS. WHEAT'S: Voluntary Chapter 11 Case Summary

MUSCLEPHARM CORP: Board OKs New $5-Mil. Share Repurchase Program
NIB ASSOCIATES: Voluntary Chapter 11 Case Summary
OCZ TECHNOLOGY: Proposes Bonuses for Beating Offer From Toshiba
OCZ TECHNOLOGY: Auction Terms Chill Bidding, Trustee Says
OKI JAPANESE: Soon to Reopen Under New Owner

ORCHARD SUPPLY: $8M Tax Debt Spurs IRS Objection to Ch. 11 Plan
ORCO PROPERTY: Kingstown Slams CEO Ott, 31% Shareholder Vitek
ORMET CORP: Interim Wind Down Plan Approved
PALM TERRACE: Voluntary Chapter 11 Case Summary
PEREGRINE FINANCIAL: Trustee Seeks to Return $41-Mil. to Clients

PHYSIOTHERAPY HOLDINGS: Objections to Plan Confirmation Filed
POSITIVEID CORP: Talks About M-Band at SmallCapVoice Interview
PREFERRED PROPPANTS: Cut by S&P to 'D' on Missed Interest Payment
QUALITY STORES: Asks High Court to Affirm $1-Mil. Tax Refund
REAL ESTATE HOLDINGS: Case Summary & 17 Top Unsecured Creditors

RES-CARE INC: S&P Raises CCR to 'BB-' & Removes Rating from Watch
RESIDENTIAL CAPITAL: Court Confirms Second Amended Ch. 11 Plan
RESIDENTIAL CAPITAL: Seeks to Establish Disputed Claims Reserve
RESIDENTIAL CAPITAL: Eskanoses' $265-Mil. Claim Disallowed
RESIDENTIAL CAPITAL: Kramer Levin Represents Creditor's Committee

REST ASSURED SLEEP: Case Summary & 20 Largest Unsecured Creditors
RFS CORP: Reorganized Company Loses $37-Mil. Tax Refund Bid
RICEBRAN TECHNOLOGIES: Amends 1.7 Million Shares Prospectus
RISA MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
ROSETTA RESOURCES: S&P Raises CCR to 'BB-' & Removes from Watch

RP CROWN: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
RUE21 INC: Bank Debt Trades at 17% Off
SIGN SPEC: Case Summary & 7 Largest Unsecured Creditors
SIMMONS FOODS: S&P Raises CCR to 'B-' on Refinancing
SMART & FINAL: S&P Affirms 'B' CCR Over Term Loan Amendment

SOLAR POWER: Director Stephen Kircher Quits
STEEL CITY: Voluntary Chapter 11 Case Summary
STOCKTON, CA: Plan Slated for Confirmation in March
TELESAT HOLDINGS: S&P Raises CCR to 'BB-' and Removes From Watch
TESORO LOGISTICS: S&P Affirms BB- Rating on $350MM Unsecured Notes

TEXAS COMMUNITY BANK: Shuttered, FDIC Tapped as Receiver
THELEN LLP: NY Appeals Court Will Hear Fee Dispute with Seyfarth
THOMAS PROPERTIES: CalSTRS Approves Proposed Merger with Parkway
TLO LLC: Judge Overrules Objections to $154-Mil. Bankruptcy Sale
TOYS R US: 2016 Bank Debt Trades at 7% Off

TOYS R US: 2019 Bank Debt Trades at 3% Off
TRONOX INC: Kerr-McGee's Spinoff Ruled Intentional Fraud
TXU CORP: 2014 Bank Debt Trades at 29% Off
TXU CORP: 2017 Bank Debt Trades at 30% Off
UNITEK GLOBAL: Director Elected at Annual Meeting

VALWOOD ACRES: Case Summary & 9 Unsecured Creditors
VELTI INC: Hires Deloitte FAS as Financial Advisor
VELTI INC: Creditors' Panel Hires Asgaard Capital as Advisor
VELTI INC: Creditors' Panel Taps McGuireWoods LLP as Lead Counsel
VELTI INC: Creditors' Panel Hires Morris Nichols as Co-Counsel

VIGGLE INC: Partners with Scripps Networks
WARNER MUSIC: Incurs $198 Million Net Loss in Fiscal 2013
WOLF MOUNTAIN: Voluntary Chapter 11 Case Summary
YRC WORLDWIDE: Solus Has 9.6% of Total Equity as of Dec. 9
Z TRIM HOLDINGS: Five Directors Elected at Annual Meeting

ZACKY FARMS: Settles Again with Owners, Confirms Plan
ZOGENIX INC: FDA Approves NDA for Sumavel DosePro

* BofA Asks Justices to Resolve Circ. Split on Ch. 7 Liens
* IRS Claim Against Debtor Could Be Time-Barred: 6th Circ.
* Ninth Circuit Remains Tough on Judicial Estoppel

* Banks Add $1.8-Bil. of Mortgage Debt as Volcker Rule Approved
* Condensing Store Base in Retail Liquidations May Not Add Value
* S&P Says Trial Sought by U.S. on 163 Securities Is Unfair
* U.S. Foreclosure Activity Down 15% in November 2013

* Robert Rough Joins TravisWolff's Advisory Practice Group
* OFSCap Launches Energy Restructuring Group

* BOND PRICING -- For The Week From Dec. 2 to 6, 2013


                            *********


1250 OCEANSIDE PARTNERS: Plan Slated for Confirmation in March
--------------------------------------------------------------
1250 Oceanside Partners, owner of the 1,800-acre Hokuli'a
development near Kona on the island of Hawaii, scheduled a
confirmation hearing for its recently amended plan on the week of
March 3, 2014, after winning approval of the explanatory
disclosure statement at a hearing on Dec. 9.

The judge has ordered the counsel for the plan proponents to
submit a proposed order approving the disclosure statement
accompanying the Third Amended Plan.

The Debtors originally obtained approval of the disclosure
statement in October and was slated to present its bankruptcy-exit
plan for confirmation in early February.  However, the Debtors
postponed sending solicitation packages to creditors and instead
made revisions to the plan documents in light of recent
developments in the Chapter 11 case.

Various parties, namely, the White and Davis Creditors, creditor
William H. Wilton Living Trust, the Batiste Creditors, and
Ackerman Ranch, Inc., filed objections to approval of the new
disclosure statement.  A copy of the Debtors' omnibus response to
those objections is available for free at:

  http://bankrupt.com/misc/1250_Oceanside_3rdA_DS_Obj_Reply.pdf

                        Third Amended Plan

Debtors 1250 Oceanside Partners and Pacific Star Company and
co-proponent and lender Sun Kona Finance I, LLC, submitted a Third
Amended Plan on Nov. 22, 2013, in light of a lawsuit filed by
William Batiste in October.

On Oct. 10, 2013, William Batiste and certain other lot owners
commenced an adversary proceeding entitled William Batiste, et
al., vs. Sun Kona Finance I, LLC, Adv. Proc. No. 13-90068, in the
Bankruptcy Court.  The suit alleges that Bank of Scotland, SKFI
(which acquired the Bank of Scotland loan), and other entities
engaged in negligent and willful and wrongful acts that caused
harm to lot owners.  SKFI does not believe that the claims
asserted against SKFI have any merit and intend to vigorously
oppose the claims in the lawsuit.

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

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

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

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

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

                  About 1250 Oceanside Partners

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

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

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

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

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

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

A creditors committee has not been appointed.

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


1615 SYCAMORE: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: 1615 Sycamore Avenue Corp.
        1615 Sycamore Avenue
        Bohemia, NY 11716

Case No.: 13-76200

Chapter 11 Petition Date: December 12, 2013

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

Judge: Hon. Alan S. Trust

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG GROSS & PERGAMENT LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  Email: mpergament@wgplaw.com

Total Assets: $450,000

Total Liabilities: $5.55 million

The petition was signed by Jeffrey Brett, vice president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb13-76200.pdf


22ND CENTURY: Appoints Richard Sanders to Board of Directors
------------------------------------------------------------
Richard M. Sanders has been appointed to 22nd Century Group,
Inc.'s Board of Directors, effective Dec. 9, 2013.

"We are extremely pleased that Rick is joining our Board of
Directors," said Joseph Pandolfino, founder and CEO of 22nd
Century Group.  "With over 32 years of experience in the tobacco
industry, Rick has tremendous knowledge of premium cigarette
manufacturing, branding, sales and distribution; his experience
will be a tremendous asset to 22nd Century Group as we enter the
growth phase of our business both domestically and
internationally."

From January 2002 until June 2009, Mr. Sanders served as president
and CEO of Santa Fe Natural Tobacco Company (SFNTC), a division of
Reynolds American, Inc., which manufactures and markets the
Natural American Spirit cigarette brand.  During his 7-year tenure
as head of SFNTC, Mr. Sanders tripled Natural American Spirit's
market share and SFNTC's operating earnings and directed the
successful expansion of Natural American Spirit into international
markets in Western Europe and Asia.  RJ Reynolds paid $356 million
for SFNTC in 2002; Bonnie Herzog of Wells Fargo Securities
recently estimated SFNTC, as standalone business, to be worth $3.7
billion.  Natural American Spirit, SFNTC's sole brand, had a 1.2
percent share of the 2012 cigarette market in the U.S., where the
vast majority of SFNTC's sales occur.

Prior to directing SFNTC's spectacular growth, Mr. Sanders worked
for R.J. Reynolds Tobacco Company where he began his career as a
marketing assistant in 1977.  From 1987 to 2002 he served in a
wide spectrum of executive positions including, among others,
senior vice president of Marketing and vice president of Strategic
Development.

Since August 2009, Mr. Sanders has served as a General Partner of
Phase One Ventures, LLC, a venture capital firm which focuses on
nanotechnology and biotechnology start-up opportunities in New
Mexico and surrounding states.  A native of Minneapolis, Mr.
Sanders earned a bachelor's degree in political science from
Hamline University in St. Paul and an MBA from Washington
University in St. Louis, Missouri.

Mr. Pandolfino added, "With the addition of Mr. Sanders as 22nd
Century Group's fifth board member, our Board is once again
independent, which is important to our goal of up-listing to a
national securities exchange in 2014."

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $3.84 million in total
assets, $20.84 million in total liabilities and a $17 million
total shareholders' deficit.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.


ABC MANUFACTURING: Under Control of Court Receiver
--------------------------------------------------
Mark Faulhaber at the Morgan County Herald reports that Judge Mark
Fleegle Muskingum County Common Pleas Court in Muskingum County,
Ohio, has granted a motion filed by North Valley Bank on Nov. 26
for an appointment of receiver to take possession and control of
ABC Manufacturing in Malta.

Martin Management Services, a business consulting and support
organization located in Columbus, has been appointed as receiver
to protect the assets of the company and provide an equitable and
orderly distribution to the creditors of the company, according to
Morgan County Herald.

"This is a difficult time of year for manufacturers of windows. .
.  Most people are not buying or ordering windows in the
wintertime.  ABC Manufacturing is currently in a seasonal labor
reduction or shutdown mode.  As of now ABC's remaining 15
employees are laid off," the report quoted consultant Reg Martin
as saying.

According to Martin, his organization is doing everything possible
to generate new window orders so workers can eventually be called
back to work.  Meantime, laid off ABC workers can now begin the
process of obtaining back-pay they may be owed and or collecting
unemployment compensation and the debt to the county could
eventually be repaid, the report relates.

The report notes that Martin Management Services is attempting to
rehabilitate and obtain the highest values for vendors and
customers.  The plan is to do all that is necessary or appropriate
to preserve, protect and maintain the assets to continue the
operation of the business, the report relays.  Martin plans to
complete any and all contracts and provide a reasonable and
efficient plan for the continued operation of the company as a
going concern or liquidate the assets of the company, the report
discloses.

"ABC Manufacturing has been struggling for years and the Morgan
County commissioners have done their due diligence to keep this
company afloat," the report quoted Tim VanHorn, president of the
Board of County Commissioners, as saying.  "We have gone above and
beyond our call of duty to keep jobs in the county," Mr. VanHorn
said, the report relates.


ALION SCIENCE: Sells 925,172 Common Shares to ESOP Trust
--------------------------------------------------------
Alion Science and Technology Corporation, on Dec. 5, 2013, sold
approximately 115,354 shares of its common stock to the Alion
Science and Technology Corporation Employee Ownership, Savings and
Investment Trust (the "ESOP Trust") at an average price of $8.10
per share for aggregate proceeds of approximately $934,000.

On Dec. 5, 2013, Alion issued approximately 809,818 additional
shares to the ESOP Trust effective as of Sept. 30, 2013, at an
average price per share of $8.10, as a contribution to the
employee stock ownership plan component of the Alion Science and
Technology Corporation Employee Ownership, Savings and Investment
Plan.

The shares of common stock were offered and sold pursuant to an
exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended.

                        About Alion Science

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

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

                         Bankruptcy Warning

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


ALLY FINANCIAL: S&P Raises ICR to 'BB' on Rescap Settlement
-----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issuer
credit rating on Ally Financial Inc. to 'BB' from 'B+'.  Standard
& Poor's also raised its ratings on Ally's senior unsecured and
secured debt to 'BB' from 'B+', its rating on Ally's subordinated
debt to 'B+' from 'B-', and on Ally's preferred stock to 'B' from
'CCC+'.  At the same time, Standard & Poor's removed the ratings
from CreditWatch with positive implications, where they had been
placed May 16, 2013.  The outlook is stable.

"The upgrade reflects the company's release from potential legal
and financial liabilities stemming from its ownership of ResCap,"
said Standard & Poor's credit analyst Tom Connell.

Since 2008, Ally's ownership of ResCap has imposed a significant
drag on the company's credit profile, both as a cause of
significant volatility in Ally's financial performance, and as a
source of substantial risk associated with legal claims related to
ResCap's mortgage securitization activities between 2004 and 2008.
ResCap's bankruptcy filing in May 2012 provided an opportunity for
Ally to seek a general release from ResCap-related claims by
contributing to a settlement of ResCap's bankruptcy estate.  The
Dec. 11 approval of ResCap's bankruptcy plan involved cash
contributions to the ResCap estate from Ally totaling
$2.1 billion, an amount Ally previously accrued for, and has
provided the company with a release from direct and third-party
claims connected to its ownership of and business dealings with
ResCap.  In S&P's May 16 research update, Standard & Poor's
indicated that Ally's release from such claims would likely lead
to a one-notch upgrade, holding other factors constant.  The
approval of ResCap's bankruptcy plan is one factor contributing to
the current upgrade.

While working to resolve its ResCap exposure, Ally significantly
transformed its business portfolio during 2012 and 2013.  At the
beginning of 2012, Ally had substantial mortgage operations
including ResCap and other mortgage assets, along with material
international auto finance operations.  To concentrate on its core
U.S. auto businesses, while positioning itself to meet regulatory
expectations and repay capital to the U.S. government, Ally will
have substantially completed the divestment of its noncore
international and mortgage operations by 2013 year-end.  The
process resulted in asset sales by Ally totaling $31 billion,
which have contributed to Ally's improved capital and liquidity
positions and allowed the company to moderate its reliance on
unsecured funding.

The stable outlook reflects S&P's expectation that Ally will
maintain its market position in the face of cyclical and
competitive pressures arising from its concentrated exposure to
the U.S. auto sector, and that it will continue to improve
profitability through reduction in interest and non-interest
expenses, and not through a sustained transition to origination of
riskier and higher yielding receivables.

The stable outlook also reflects S&P's view of the potential for
cost reductions and margin improvements to further enhance Ally's
credit profile by shoring-up its competitive position while
strengthening its capacity to withstand cyclical variations in
asset quality.

S&P could raise the ratings if Ally achieves sustained
improvements to its profitability and capacity to absorb credit
losses, while not showing a material increase in credit risk
appetite.

S&P could lower the ratings if failure to secure financial holding
company status has a material negative impact on Ally's business
operations, if competitive pressures lead Ally to take on more
credit risk through weakening of its underwriting standards, or if
CFPB actions have a materially negative effect on Ally's
competitive position in the industry.


ALPHA NATURAL: S&P Assigns 'B-' Rating to Proposed $250MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
issue-level rating (one notch lower than the corporate credit
rating) to Alpha Natural Resources Inc.'s proposed $250 million
convertible senior notes due 2020.  The recovery rating on the
notes is '5', indicating S&P's expectation for modest (10% to 30%)
recovery in the event of payment default.  The notes are being
issued under the company's shelf registration for well-known and
seasoned issuers filed March 1, 2013.  The company intends to use
the proceeds from this offering to repay existing debt.

The 'B' corporate credit rating and stable outlook on Bristol,
Va.-based Alpha reflect the combination of what S&P considers to
be the company's "weak" business risk and "highly leveraged"
financial risk profiles.  The ratings reflect meaningful
operations in Central Appalachia (CAPP), where coal producers face
significant regulatory and environmental constraints, depleting
coal seams, costs higher than competing regions, and high debt.
Strengths include the company's significant reserve base and the
potential for higher metallurgical (met) coal prices over the next
several years as steel demand comes back, because Alpha is the
nation's largest supplier of met coal.

S&P estimates that debt to EBITDA will be in excess of 8x in 2013
and 2014.  These assumptions are based on S&P's expectation that
met coal prices will remain weak until European economies improve
or until China resumes more robust growth, or, barring better
demand, inefficient capacity is shuttered.  S&P expects CAPP
thermal coal pricing to remain weak.  However, S&P believes Alpha
will continue to maintain high cash and revolving liquidity
balances (currently estimated to be between $1.5 billion and
$2 billion), providing it with strong liquidity to withstand
difficult market conditions if the current downturn persists for
another year or two.

Ratings List

Alpha Natural Resources Inc.
Corporate Credit Rating                    B/Stable/--

New Ratings
Alpha Natural Resources Inc.
$250 mil convertible sr nts due 2020       B-
  Recovery Rating                           5


AMERICAN AIRLINES: Reports November 2013 Revenue, Traffic Results
-----------------------------------------------------------------
AMR Corporation reported November 2013 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

November's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 1.0 percent versus the same period
last year.  The year-over-year PRASM comparison was impacted by
approximately 3.3 percentage points from reduced revenues in
November 2012 associated with weather-related and operational
disruptions that impacted bookings last year.

Consolidated traffic decreased 1.1 percent on a 1.8 percent
increase in capacity year-over-year, resulting in a consolidated
load factor of 78.4 percent, 2.3 points lower than the same period
last year.

Domestic traffic was 3.6 percent lower year-over-year on 0.5
percent less capacity, resulting in a domestic load factor of 80.2
percent, 2.6 points lower compared to the same period last year.

International load factor of 76.8 percent was 2.1 points lower
year-over-year, as traffic increased 1.9 percent on 4.8 percent
more capacity.  The Latin entity recorded the highest load factor
of 77.4 percent, a decrease of 1.0 points versus November 2012.

On a consolidated basis, the company boarded 8.4 million
passengers in November.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMINCOR INC: Unit Has Agreement to Service 550 Properties
---------------------------------------------------------
Amincor, Inc.'s subsidiary, Tyree Holdings Corp., which is a large
petroleum and environmental service company in the Northeast
United States, announced that it has locked in contracts for
calendar year 2014 to service over 550 retail petroleum
contaminated properties with three Northeast customers, including
a North American Marketer, A New York Distributor and a
Nationwide Investment Trust.  The three customers have over 1,700
locations combined.

The scope of work includes but is not limited to:

* Consulting      * Engineering/Permitting * System Design
* Waste Disposal  * Remediation System     * Monitoring Sampling
* Laboratory Services Installation

Stephen Tyree, the president of Tyree, said, "We are pleased to
continue to grow our environmental business with these three
companies.  Our clients will benefit from the integrated services
that we perform."

Management anticipates that the three agreements will result in
sales of between $9,000,000 to $13,000,000 for fiscal year 2014.

                         About Amincor Inc.

New York, N.Y.-based Amincor, Inc., is a holding company
operating through its operating subsidiaries Baker's Pride, Inc.,
Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor
Other Assets, Inc.

BPI is a producer of bakery goods.  Tyree performs maintenance,
repair and construction services to customers with underground
petroleum storage tanks and petroleum product dispensing
equipment.

Through its wholly owned subsidiaries, Environmental Quality
Services, Inc., and Advanced Waste & Water Technology, Inc., EHC
provides environmental and hazardous waste testing and water
remediation services in the Northeastern United States.

Other Assets, Inc., was incorporated to hold real estate,
equipment and loan receivables.  As of March 31, 2013, all of
Other Assets' real estate and equipment are classified as held for
sale.

As reported in the TCR on April 24, 2013, Rosen Seymour Shapss
Martin & Company, in New York, expressed substantial doubt about
Amincor's ability to continue as a going concern, citing the
Company's recurring net losses from operations and working capital
deficit of $21.2 million as of Dec. 31, 2012.

The Company's balance sheet at Sept. 30, 2013, showed $31.93
million in total assets, $36.48 million in total liabilities and a
$4.55 million total deficit.


ARAMARK HOLDINGS: S&P Raises Corp. Credit Rating to 'BB' Over IPO
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised all of its ratings on
Philadelphia-based ARAMARK Holding Corp. and subsidiary ARAMARK
Corp. by multiple notches, and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Aug. 8, 2013.

S&P raised the corporate credit rating to 'BB' from 'B+'.  The
outlook is stable.

S&P raised the issue-level rating on ARAMARK Corp.'s senior
secured debt to 'BBB-' (two notches above the new corporate credit
rating) from 'BB-', and revised the recovery ratings to '1' from
'2', which indicates S&P's belief that lenders could expect very
high (90% to 100%) recovery in the event of a payment default.

At the same time, S&P raised the issue-level on ARAMARK Corp.'s
senior unsecured debt to 'BB-' (one notch below the new corporate
credit rating) from 'B-', and revised the recovery rating to '5'
from '6', which indicates that lenders could expect modest (10% to
30%) recovery in the event of a payment default.

Pro forma for the proposed IPO (in which we estimate ARAMARK will
repay about $550 million of debt), leverage is around mid-4x, the
ratio of funds from operations (FFO) to total debt is about 15%,
and EBITDA interest coverage is in the low-3x area.  Previously,
these metrics were around the high-4x, low teens, and 3x area,
respectively.  "The upgrade is based on these improved credit
measures," said Standard & Poor's credit analyst Jerry Phelan.

An important factor in the rating action is Standard & Poor's
expectation that ARAMARK will maintain a more moderate financial
policy as a publicly traded company, notwithstanding its majority
ownership by a group of private equity firms.  Publicly traded
companies tend to exercise less aggressive financial policies than
firms owned entirely by private equity interests.  S&P estimates
close to 15% of ARAMARK's stock is now publicly owned, and believe
it's possible the proportion of public ownership could increase
over time as its majority private equity owners potentially
monetize their investment, which was made in 2007.

The stable outlook reflects Standard & Poor's forecast that
profitability will grow modestly due to growth in the economy,
outsourcing, and restructuring improvements; and that credit
measures will remain about consistent with an aggressive financial
risk profile, including leverage below 4.5x and FFO to total debt
around 15%.


ARCH COAL: S&P Assigns 'CCC+' Rating to Proposed $300MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' issue-level rating (two notches lower than the corporate
credit rating) to Arch Coal Inc.'s proposed $300 million senior
secured second-lien notes due 2019.  The recovery rating on the
notes is '6', indicating S&P's expectation for negligible (0% to
10%) recovery in the event of a payment default.  Arch is issuing
the notes pursuant to Rule 144A without registration rights.  The
company plans to use the net proceeds from this offering, as well
as the net proceeds from its recent term loan B facility add-on
and cash on hand, to repay its outstanding 8.75% senior notes due
2016 via a tender offer.

The 'B' corporate credit rating and stable outlook on St. Louis-
based Arch reflect the combination of what S&P considers to be the
company's "fair" business risk and "highly leveraged" financial
risk profiles.  The ratings reflect the company's size and scope
as the second-largest U.S. coal producer, its relatively efficient
mines, and basin diversity.  The ratings also reflect the current
weak market conditions for both metallurgical (met) and steam
coal, as well as the company's high debt levels and weak credit
measures.  S&P estimates that debt to EBITDA will be above 10x in
2014 and between 7x and 12x in 2015.  These assumptions are based
on S&P's expectation that prices in the Powder River Basin, where
Arch has most of its thermal coal exposure, will improve going
into 2015.  However, S&P expects met coal prices to remain weak
until European economies improve or until China resumes more
robust growth, or, barring better demand, inefficient capacity is
shuttered.

Ratings List

Arch Coal Inc.
Corporate Credit Rating                   B/Stable/--

New Rating

Arch Coal Inc.
$300 mil. sr secd 2nd-lien nts due 2019   CCC+
  Recovery Rating                          6


ARTEL LLC: S&P Lowers Corporate Credit Rating to 'CCC+'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Herndon, Va.-based Artel LLC to 'CCC+'
from 'B-'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on the
company's first-lien credit facilities to 'B-' from 'B'.  The
recovery rating is unchanged at '2', reflecting S&P's expectation
for substantial recovery (70% to 90%) in the event of payment
default.

"The rating action reflects our anticipation that Artel's business
operations are not likely to generate enough profit to allow Artel
to maintain compliance with its financial covenants during the
next few quarters amid revenue declines," said Standard & Poor's
credit analyst Christian Frank.

The stable outlook reflects S&P's view that the company's highly
variable cost structure and cost containment initiatives will
partly mitigate further revenue declines and that FOCF will be
modestly positive in 2014.


B S HAND & SONS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: B S Hand & Sons Inc.
        4516 Runway Street, Unit B
        Simi Valley, CA 93063

Case No.: 13-17688

Chapter 11 Petition Date: December 13, 2013

Court: United States Bankruptcy Court
       Central District Of California (San Fernando Valley)

Judge: Hon. Victoria S. Kaufman

Debtor's Counsel: Ellen M Cheney, Esq.
                  HIGSON CHENEY MANSFIELD, PC
                  1835 Knoll Dr
                  Ventura, CA 93003
                  Tel: 805-642-6405
                  Fax: 805-642-4648
                  Email: echeney@hcmlawfirm.com

Total Assets: $451,200

Total Liabilities: $5.99 million

The petition was signed by Gary B. Hand, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb13-17688.pdf


BERNARD L. MADOFF: Who Benefits From JPMorgan's Deal Uncertain
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JPMorgan Chase & Co. tentatively agreed to pay about
$2 billion to settle a criminal investigation into whether the
bank turned a blind eye to the Ponzi scheme being conducted by
Bernard Madoff, according to a person familiar with the matter.

According to the report, until details emerge, it's impossible to
judge how the settlement will benefit Madoff victims. It's also
impossible to know which Madoff victims will benefit.

So far, Madoff trustee Irving Picard has recovered about $9.5
billion, or some 54 percent of the $17.5 billion in valid claims.
The $2 billion from JPMorgan, even if it goes to Madoff victims,
may not be distributed using the same formula.

None of Picard's recoveries come from JPMorgan. Indeed, federal
courts so far have dismissed Picard's suits against the bank,
saying as trustee he is infected with Madoff's fraud and can't sue
someone else allegedly involved in wrongdoing. Picard's suits
against JPMorgan were dismissed on several other theories as well.
Picard is appealing, so whether he ultimately can sue the bank is
as yet unknown.

The federal courts ruled that Picard must distribute funds under
the Securities Investor Protection Act according to how much a
person invested, less the amount taken out. Interest on
investments isn't taken into consideration, and those who invested
in so-called feeder funds don't have claims against Picard's $9.5
billion.

Richard C. Breeden, former chairman of the Securities and Exchange
Commission, was appointed to serve as special master and oversee
distribution of the $2.35 billion separately forfeited to the
government. Breeden announced in November that his distribution
will go to everyone who suffered a loss from Madoff, not only
those who were direct customers of the Madoff firm.

Breeden said his distribution will go to 12,000 victims, not the
1,000 customers receiving recoveries from Picard.

Consequently, victims and customers can't know how much to expect
from the JPMorgan settlement until they find out, among other
things, whether Picard's or Breeden's criteria are to be used in
formulating distributions. Further, it isn't yet known for sure
whether the government will keep part of perhaps even all of the
JPMorgan settlement.

                     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.


BERRY PLASTICS: Widens Net Income to $57 Million in Fiscal 2013
---------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $57 million on $4.64 billion of net sales for the fiscal
year ended Sept. 28, 2013, as compared with net income of $2
million on $4.76 billion of net sales for the fiscal year ended
Sept. 29, 2012.

As of Sept. 28, 2013, the Company had $5.13 billion in total
assets, $5.33 billion in total liabilities, and a $196 million
total stockholders' deficit.

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

                        http://is.gd/BFaxRX

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BERRY PLASTICS: Unit Plans to Obtain $1.1 Billion Term Loans
------------------------------------------------------------
Berry Plastics Group, Inc.'s subsidiary, Berry Plastics
Corporation, intends to obtain commitments for $1.125 billion of
first lien senior secured term loans, to be structured as an
incremental facility under Berry's existing term loan credit
agreement.  Berry intends to use the net proceeds from the
borrowing of the New Loans to prepay all of its outstanding Term C
Loans, maturing April 2015, under Berry's existing term loan
credit agreement.  Berry is in discussion with lenders regarding
the New Loans; however, there can be no assurance that Berry will
obtain the commitments in the time frame or on the terms it
expects, or at all, or that the Refinancing will occur.

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Sept. 28, 2013, the Company had
$5.13 billion in total assets, $5.33 billion in total liabilities
and a $196 million stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BG MEDICINE: CMS Issues 2014 Medicare Limitation for Galectin-3
---------------------------------------------------------------
BG Medicine, Inc., said that the Centers for Medicare and Medicaid
Services (CMS) have published the final determination of the 2014
Medicare national limitation amount for the Company's galectin-3
blood test (analyte-specific CPT(R) Code 82777) at the amount of a
crosswalked test (analyte-specific CPT(R) Code 84244) whose 2014
national limitation amount is $30.01.  This national limitation
amount will replace the galectin-3 blood test's national
limitation amount of $17.80 that was effective in 2013.

"We are very pleased that CMS has finalized the previously
announced preliminary determination of the Medicare reimbursement
rate for our galectin-3 test," said Dr. Paul R. Sohmer, president
and chief executive officer of BG Medicine.

This final determination by CMS comes in response to BG Medicine's
request for reconsideration of the 2013 CMS determination and will
apply effective Jan. 1, 2014.  The 2014 national limitation amount
applies across the U.S. except in Ohio and West Virginia where
rates of $23.99 and $26.40, respectively, will apply.  In
addition, the 2014 national limitation amount is subject to a 2
percent sequestration applicable to Medicare services if the
current sequestration is extended beyond Jan. 15, 2014.

The Company's BGM Galectin-3(R) test is a novel blood test, which
is cleared by the U.S. Food and Drug Administration for use as an
aid in assessing the prognosis of patients with chronic heart
failure.  The BGM Galectin-3 test has been studied in over 10,000
heart failure patients in dozens of distinct clinical studies.
Earlier in 2013, galectin-3 testing was included for the first
time in the 2013 American College of Cardiology
Foundation/American Heart Association Guideline for Management of
Heart Failure.

                         About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

In its annual report for the period ended Dec. 31, 2012, the
Company said: "We expect to incur further losses in the
commercialization of our cardiovascular diagnostic test and the
operations of our business and have been dependent on funding our
operations through the issuance and sale of equity securities.
These circumstances may raise substantial doubt about our ability
to continue as a going concern."

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  As of Sept. 30, 2013,
the Company had $13.56 million in total assets, $12.95 million in
total liabilities and a $610,000 total stockholders' equity.


BION ENVIRONMENTAL: Key Projects in Pennsylvania and Midwest
------------------------------------------------------------
Bion Environmental Technologies, Inc., said it is focusing its
efforts on policy issues and key projects in Pennsylvania and the
Midwest.  Regarding the Company's previously disclosed
difficulties in raising capital, management has taken steps over
the last several weeks to reduce costs and senior management
personnel and a key shareholder have provided funding for
immediate cash needs.

Bion's management is increasingly optimistic about the Company's
opportunities in Pennsylvania.  In January 2013 the PA Senate
Legislative Budget and Finance Committee (LBFC) completed a study
concluding that a competitive bidding program for nitrogen
reductions could reduce the State's Chesapeake Bay compliance
costs by $1.4 billion annually by 2025.  That study was adopted by
the bi-partisan standing committee.  In June, PA Senate Bill 994
(to establish the program) was introduced and passed in the Senate
Agriculture and Rural Affairs Committee.  The bill (with
amendments) is currently undergoing comments in the Senate.  While
there has been the expected opposition from certain stakeholders
that have a vested interest in maintaining the status quo, Bion is
confident that SB 994 will be adopted in the upcoming PA
Legislative session to capture the benefits enumerated in the LBFC
study.

Bion has been in discussions concerning excess phosphorus runoff
to the Great Lakes with stakeholders in the upper Midwest for the
past few months, with an initial focus on Wisconsin.  Excess
phosphorus leads to algae blooms (some toxic) and hypoxic zones in
freshwater, much as nitrogen causes in tidal waters.  As in the
Chesapeake Bay Watershed, the Great Lakes states are faced with
high-cost traditional 'point source' solutions, such as municipal
upgrades and storm water treatment, or substantially lower-cost
'non-point source' solutions such as livestock waste treatment.
With its large dairy industry, Wisconsin represents a large
potential market for Bion.

Bion has taken several steps to reduce its costs, including
terminating two senior technical employees (who may continue to
perform services to the Company on an 'as needed' consulting basis
for the next several months), reducing the utilization of outside
legal and professional services and transferring some of these and
other responsibilities and expenses to venture partners.
Management believes that these actions, coupled with current
financing activities and options, will allow the Company to pursue
its core legislative and project initiatives in Pennsylvania while
also continuing its recent activities in Wisconsin and the upper
Midwest.

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

Bion Environmental incurred a net loss of $8.24 million for the
year ended June 30, 2013, as compared with a net loss of $6.46
million during the prior year.

GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013.  The independent auditors noted that
the Company has not generated significant revenue and has suffered
recurring losses from operations.  These factors raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $7.31
million in total assets, $11.13 million in total liabilities,
$21,900 in series B redeemable convertible preferred stock and a
$3.84 million total deficit.


BON-TON STORES: Files Form 10-Q, Incurs $931,000 Net Loss in Q3
---------------------------------------------------------------
The Bon-Ton Stores, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $931,000 on $651.16 million of net sales for the 13
weeks ended Nov. 2, 2013, as compared with a net loss of $10.14
million on $668.73 million of net sales for the 13 weeks ended
Oct. 27, 2012.

For the 39 weeks ended Nov. 2, 2013, the Company reported a net
loss of $64.89 million on $1.85 billion of net sales as compared
with a net loss of $95.96 million on $1.90 billion of net sales
for the 39 weeks ended Oct. 27, 2012.

The Company's balance sheet at Nov. 2, 2013, showed $1.80 billion
in total assets, $1.75 billion in total liabilities and $48.87
million in total shareholders' equity.

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

                        http://is.gd/F9x3CA

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


BOULDER BRANDS: S&P Retains 'B+' Rating Following $25MM Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' senior
secured issue-level rating on Boulder, Colo.-based Boulder Brands
Inc. remains unchanged after a proposed $25 million incremental
term loan.  The recovery rating on the $275 million term loan
(including the proposed $25 million increase) is '3', indicating
S&P's expectation of meaningful (50%-70%) recovery in the event of
a payment default.  S&P expects the company to use the incremental
proceeds for general corporate purposes, as well as to fund
possible acquisitions.  The 'B+' corporate credit rating and
stable outlook on Boulder Brands are also unaffected.

The ratings on Boulder Brands Inc. reflect S&P's view of the
company's "aggressive" financial risk profile.  The proposed
$25 million incremental term loan will increase Boulder Brands'
leverage slightly in the near term, but S&P expects credit
measures will improve over the next year, primarily on EBITDA
growth.

The ratings also reflect S&P's view of the company's business risk
profile as "weak" (revised from "vulnerable" reflecting S&P's
recently revised criteria).  Key credit factors considered in
S&P's business risk profile include its view of the company's
narrow product focus, customer and supplier concentration, and
small size relative to financially stronger and larger
competitors, yet fair profitability.  S&P's business risk
assessment also considers that the company benefits from its
participation and positioning in the fast growing natural and
gluten-free segments of the packaged food industry.

RATINGS LIST

Boulder Brands Inc.
Corporate credit rating                  B+/Stable/--

GFA Brands Inc.
UHF Acquisition Corp.
Udi's Healthy Foods LLC
Senior secured
  $80 mil. revolver                       B+
   Recovery rating                        3
$275 mil. term loan B*                   B+
   Recovery rating                        3

* Includes incremental term loan


BROWN HAND: Northstar Selected as Winning Bidder for Business
-------------------------------------------------------------
Northstar Healthcare Inc. on Dec. 12 disclosed that it was the
winning bidder to acquire the former Brown Hand Center outpatient
surgery center near Phoenix, Arizona.  Northstar's successful bid
was $460,000.  The surgery center has four operating rooms and
27,000 square feet of surgical, clinical and office space.  The
center is located in the upscale town of Scottsdale, Arizona, a
suburb of Phoenix, Arizona.  The acquisition is subject to the
approval of the Bankruptcy court in the Southern District of
Texas.  A hearing is set for December 18 for the Bankruptcy court
judge to sign the order submitted by the Bankruptcy Trustee to
approve this transaction, with Northstar's final payment due on or
about December 23rd.

Northstar also bid for the assets of the former Brown Hand Center
outpatient surgery center in Dallas.  The winning bid for those
assets was over $1,500,000.  "While we had the ability to exceed
the winning bid on the Dallas assets, we knew the auction price
far exceeded the center's actual value and therefore we passed on
the center," said Harry Fleming, Northstar's CFO.

                  About Northstar Healthcare Inc.

Northstar partners with physicians in the ownership and management
of ambulatory facilities and healthcare services.  Northstar owns
and manages interests in three ambulatory surgery centers, two in
Houston and the third in Dallas.


CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
95.43 cents-on-the-dollar during the week ended Friday, Dec. 13,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.71 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


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

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

As reported in the TCR on Aug. 27, 2013, the Debtor filed with the
Bankruptcy Court a third amended Chapter plan of reorganization
that will be funded through the all-cash sale of the Debtor's
74,072 square foot shopping center commonly known as Camarillo
Plaza and the underlying real property, located at 1701-1877 East
Daily Drive, in Camarillo, California to be conducted via a
competitive bidding process.  Following consummation of the sale,
there will be net cash proceeds sufficient to satisfy all allowed
claims.

The Debtor and the Wells Fargo Bank, N.A., as Trustee for the
Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Pass-Through Certificates, Series
2006-C3, entered into the stipulation regarding Claim 3-1 filed by
Wells Fargo.  The parties agreed that as of July 15, 2013, the
allowed claim is $15,159,517, subject to adjustments.

General unsecured creditors holding undisputed claims will recover
100% without interest on the Effective Date.

A copy of the Third Amended Plan is available at:

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

                       About Camarillo Plaza

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

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

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


CAPITOL BANCORP: Suspension Motion Filed, Approved
--------------------------------------------------
BankruptcyData reported that Capitol Bancorp's official committee
of unsecured creditors filed with the U.S. Bankruptcy Court a
motion to suspend the December 18, 2013 hearing to consider the
Company's Plan of Reorganization, and/or for stay of orders
pending appeal.

The committee states, "These cases are liquidating chapter 11
cases, in which the Debtors have recently obtained authorization
from the Bankruptcy Court: (i) through the Sale Order, to sell
(the 'Sale') their four remaining subsidiary banks to Talmer
Bancorp, Inc. ('Talmer'), and (ii) through the Settlement Order,
to enter into a settlement (the 'Settlement') with the Federal
Deposit Insurance Corporation ('FDIC') that would cause the vast
majority of the proceeds of those sales to be diverted to the
FDIC, a non-creditor.  The Court has also scheduled the hearing on
the Debtors' Plan -- which provides for the sale/liquidation of
the assets of the Debtors and the distribution of the proceeds of
said sale/liquidation -- for December 18, 2013. The Sale and
Settlement are outcome-determinative for unsecured creditors --
they will dictate whether unsecured creditors receive any
significant distribution in these cases. The Debtors' Plan
implements the Sale and Settlement. The interests of the
Committee, which represents the interests of all of the unsecured
creditors of the estate, will be harmed if the Court proceeds to
confirm the Debtors' Plan on December 18th, prior to the District
Court's determination of the Appeal of the Orders."

The official committee also filed an ex parte motion with the
Court in its discretion, under Bankruptcy Rule 9006(c)(1) and
Local Rule 9006-1(b), to enter an order shortening the notice
period for the suspension motion and setting the suspension motion
for a hearing at the earliest possible date.

The Court subsequently approved the committee's motion to shorten
the notice period and scheduled a December 17, 2013 hearing to
consider the motion.

                     About Capitol Bancorp

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

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

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

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

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

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


CARLYLE STATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Carlyle Station LLC
           dba Shinneyboo Creek Cabin Resort
           dba Stone Bear River Camps
           dba Stone Bear Cabins
        Box 1082, Soda Springs, CA 95728

Case No.: 13-35671

Chapter 11 Petition Date: December 13, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Robert S. Bardwil

Debtor's Counsel: Tory M. Pankopf, Esq.
                  T M PANKOPF PLLC
                  10425 Double R Bl.
                  Reno, NV 89521
                  Tel: 775-384-6956

Total Assets: $478,145

Total Liabilities: $1.85 million

The petition was signed by Michael Rogers, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb13-35671.pdf


CELL THERAPEUTICS: Registers 679,040 Common Shares with SEC
-----------------------------------------------------------
Cell Therapeutics issued a Warrant to Purchase Shares of Common
Stock to Hercules Technology Growth Capital, Inc., on March 26,
2013.  In connection with the Company's registration obligations
under the Warrant, the Company filed a Form S-3 prospectus
relating to the issuance of up to 679,040 shares of its common
stock, no par value per share, issuable upon the exercise of the
Warrant.  That Warrant has an exercise price of $1.1045 and an
expiration date of March 26, 2018.  The Warrant is currently
exercisable into 543,232 shares of the Company's common stock,
which amount may be increased by up to 135,808 shares if Hercules
makes an additional term loan advance to the Company.

The Company will not receive any of the proceeds from the sale or
other disposition of the shares of its common stock covered by
this prospectus.  However, the Company will receive the exercise
price of the Warrant if exercised for cash.

The Warrant was initially issued to Hercules in a private offering
that was not registered under the Securities Act of 1933, as
amended.

The Company's common stock is quoted on The NASDAQ Capital Market
and on the Mercato Telematico Azionario, or the MTA, stock market
in Italy under the symbol "CTIC."  On Dec. 9, 2013, the last
reported sale price of the Company's common stock on The NASDAQ
Capital Market was $1.82 per share.

A copy of the Form S-3 prospectus is available for free at:

                         http://is.gd/428rd3

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

                           Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in the regulatory filing.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for PIXUVRI, pacritinib, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights, including
the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the
Company said in its quarterly report for the period ended June 30,
2013.


CELL THERAPEUTICS: Baxter May Sell 15.6 Million Common Shares
-------------------------------------------------------------
Cell Therapeutics, Inc., filed a prospectus with the U.S.
Securities and Exchange Commission relating to the resale by
Baxter Healthcare SA of up to of 15,673,981 shares of the
Company's common stock that were issued upon conversion of certain
shares of preferred stock held by the selling shareholder.

The Company will not receive any of the proceeds from the sale of
the shares by the selling shareholder.  The Company has agreed to
bear the expenses in connection with the registration of the
common stock being offered under this prospectus by the selling
shareholder.

The Company's common stock is quoted on The NASDAQ Capital Market
and on the Mercato Telematico Azionario, or the MTA, stock market
in Italy under the symbol "CTIC."  On Dec. 9, 2013, the last
reported sale price of the Company's common stock on The NASDAQ
Capital Market was $1.82 per share.

A copy of the Form S-3 prospectus is available for free at:

                       http://is.gd/5gjajq

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

                           Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in the regulatory filing.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for PIXUVRI, pacritinib, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights, including
the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the
Company said in its quarterly report for the period ended June 30,
2013.


CHRIST HOSPITAL: Property Is Sold Free of Economic Tort Claims
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that economic tort claims asserted by a potential buyer
against the successful purchaser in a bankruptcy sale are barred
by the sale-approval order and by Section 363(f) of the Bankruptcy
Code, according to a decision this month by U.S. Bankruptcy Judge
Morris Stern in Newark, New Jersey.

According to the report, an interested purchaser never made an
offer for a hospital being sold in bankruptcy court. Likewise, the
potential bidder never objected to the sale, although it was aware
of the process.

After the sale was approved, the potential buyer filed suit
against the successful purchaser, alleging economic tort claims
that started occurring even before bankruptcy.

The buyer obtained an injunction from Judge Stern, halting the
suit.

Judge Stern held that pre-bankruptcy economic torts fell within
the ambit of "interests" wiped out when the property was
transferred free and clear of claims and interests under Section
363(f). Judge Stern held that the claims were "interests."

Wiping out the claims was not "ambush," Judge Stern said because
the potential buyer had notice of the proceedings.

Judge Stern said that res judicata and collateral estopped didn't
apply because the economic tort issues weren't litigated in the
sale process.

                      About Christ Hospital

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

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

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

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

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

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


CIMARRON CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Cimarron Construction, Inc.
        24266 McCaw Road
        Brooksville, FL 34601

Case No.: 13-16329

Chapter 11 Petition Date: December 13, 2013

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: 813-877-4669
                  Fax: 813-877-5543
                  Email: Buddy@tampaesq.com

Total Assets: $202,000

Total Liabilities: $1.55 million

The petition was signed by Mark D. Seleske, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb13-16329.pdf


COASTAL CONDOS: Files Second Amended Bankruptcy-Exit Plan
---------------------------------------------------------
Coastal Condos, LLC, early this month filed a Second Amended Plan
of Reorganization, which contemplates payment in full to creditors
over time.

The Plan provides for the utilization of all Coastal Condos'
assets consisting of 72 condominium units to fund payment to
creditors.  General unsecured creditors will receive payment in
full without interest with payments to creditors made on a pro
rata basis and at the end of each quarter after confirmation until
paid in full.

The Debtor proposes that the claims of First Equitable Realty III,
Ltd. ("FER") be subordinated to all other claims, except other
subordinated claims and securities law claims, and holders of
equity interests.  Holders of equity interests in the Debtor will
receive the same share of ownership in the reorganized debtor as
currently held by the holders in the Debtor.

FER has a $17,615,322 claim.  The Debtor will file a claims
objection and will commence an adversary proceeding against FER.

A copy of the 2nd Amended Plan dated Dec. 3, 2013, is available
for free at http://bankrupt.com/misc/Coastal_Condos_2ndA_Plan.pdf

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.

David R. Softness,Esq., at David R. Softness, P.A., in Miami,
Florida, represents the Debtor as counsel.  Roy H. Lidell, Esq.,
of Wells Marble and Hurst, PLLC, as well as David M. Rogero, P.A.,
serve as special counsel to the Debtor.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
April 23, 2013.

Until further notice, the U.S. Trustee will not appoint a
committee of creditors in the Debtor's case.


COMMERCIAL VEHICLE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New Albany, Ohio-based Commercial Vehicle Group Inc. (CVG) to
negative from stable.  At the same time, S&P affirmed its 'B'
corporate credit rating on the company and the 'B' issue rating
and '4' recovery rating on the company's senior secured debt.

The ratings on CVG reflect the company's "highly leveraged"
financial risk profile and "vulnerable" business risk profile.
S&P believes the new management team, which assumed control in
2013 and has initiated restructuring efforts to improve operating
efficiency and reduce costs, will maintain the business strategy
pursued by the prior management team.  "We recognize that risks
arise from the installation of a new management team," said credit
analyst Nancy Messer.  "Still, we believe CVG's business model
remains viable and that the company can feasibly improve its
margins in the year ahead if it increases its production volumes
and is able to operate more efficiently due to ongoing
restructuring initiatives."

The "highly leveraged" financial risk profile reflects the
company's weak credit measures.  S&P expects the company's debt-
to-EBITDA will remain higher than 6x at year-end 2013, and that a
reduction in its debt leverage will depend largely on improved
EBITDA through increased market demand because the company's debt
is not prepayable.  The company's trailing-12-month, lease-
adjusted debt leverage reached 7.7x as of Sept. 30, 2013, and
EBITDA interest coverage fell to 1.6x. For the trailing 12 months,
free operating cash flow (FOCF) totaled $13.6 million and FOCF to
debt was 4.5%.

The company's "vulnerable" business risk profile reflects, in
large part, its exposure to highly cyclical end markets, which are
often more cyclical than a region's overall economy.
Macroeconomic drivers for CVG's industry include the strength of
the industrial sector, which generates a significant portion of
the freight tonnage hauled by commercial vehicles.  In addition,
CVG has geographic, market, and customer concentration, and is
exposed to changes in commodity costs.  CVG is also vulnerable to
the incurrence of premium costs when production volumes increase
as markets recover.  Favorably, CVG's labor force is highly
variable and can be temporarily flexed down when production
volumes falter.

S&P's base-case assumptions for CVG include the following:

   -- Annual revenue growth averaging in the high-single digits in
      2014 and 2015 because of expected growth in heavy truck
      production;

   -- Its expectation that margins will rise as a result of
      continued restructuring initiatives, a tight focus on
      efficient manufacturing, and the development of innovative
      products;

   -- Capital spending at 2.4% of revenue; and

   -- Acquisitions of $25 million or less each year.

Based on these assumptions, S&P arrives at the following credit
measures for 2014-2015:

   -- An EBITDA margin of about 7.5% in 2014 and 8.5% in 2015,
      based on its calculation, compared with its estimate of 6.5%
      in 2013;

   -- FOCF (after capital spending) to adjusted total debt rising
      to about 2.5% in 2014 and 7.5% in 2015; and

   -- Debt leverage declining to 5x or lower in 2014.

As CVG has grown through acquisitions in recent years, its end-
market diversity has somewhat improved. Still, it remains
dependent on the economically sensitive heavy-duty truck (45% of
its revenues are from sales to the North American Class 8 truck
market) and off-highway construction equipment industries (25% of
revenues).  Sales to the aftermarket and vehicle maker services
(14%) are less volatile, and the remainder of sales (16%) is to
the bus, military, agriculture, and other truck markets.  S&P
expects CVG will continue to diversify its product offerings and
global footprint in the year ahead through relatively small,
timely, specific acquisitions, as it has done throughout its
existence as a public company.

Despite this growth, CVG's business remains concentrated in North
America, where it generated 78% of its 2012 revenues; S&P expects
incremental but not material diversification of its footprint in
the year ahead.  The company generated the balance of sales from
its operations in Europe, Asia, Australia, and Mexico.  Longer
term, CVG could benefit in Asian markets from continuing economic
growth that exceeds that of mature markets such as the U.S. and
Europe.

Other business risk factors that could pressure profits include
limits on credit availability for truck buyers and potential price
concessions to customers.

Construction equipment market sales, which remain weak globally,
failed to mitigate the weak Class 8 truck market in North America
in the first nine months of 2013.  S&P now expects modestly
stronger Class 8 volumes in 2014, due in part to the aging of the
heavy-duty truck population, and that these higher volumes should
enable CVG to maintain EBITDA of about $50 million over the next
12 months.

CVG supplies a concentrated group of large, price-sensitive
commercial truck original equipment manufacturers.  The company's
top five customers accounted for 66% of its 2012 sales, and S&P do
not expect that exposure to change materially in 2013.  If the
weakness in the North American Class 8 market that S&P expects in
2013 were to become a full down-cycle, CVG's customers could in-
source cab assembly to use excess capacity.

S&P believes CVG will continue pricing products to incorporate
incremental raw material cost increases, as it has historically.
In North America, S&P believes the Class 8 build rate may decrease
as much as 10% year over year in 2013 because of the weak economy
and housing market.  Growth in the Europe, China, and U.S. medium-
duty truck markets has decelerated, and S&P expects this trend
will continue through year-end 2013.  In S&P's opinion, a long-
term replacement trend of 220,000-230,000 trucks per year is
sustainable in North America.  The up-cycle that began in 2009 is
a result of the relatively high average age of the U.S. Class 8
truck fleet, combined with improving truck tonnage, among other
factors.

The negative rating outlook indicates a one-in-three chance S&P
could lower its ratings on CVG in the year ahead.  This would
occur if demand in CVG's markets does not begin to improve
meaningfully in the first half of 2014, raising the possibility of
liquidity concerns.  S&P believes CVG has adequate liquidity for
its cash requirements, including capital spending and
restructuring costs, but if production volumes remain weak and
volatile through 2014, its cash cushion could erode.  S&P could
also lower the ratings if CVG were to use a meaningful amount of
liquidity for acquisitions or capacity expansion--exceeding its
estimate of about $20 million for capital spending--or if EBITDA
for the year ahead is weaker than its estimate of at least
$50 million, keeping debt leverage higher than 6x.

To revise the outlook to stable, S&P would expect that commercial
truck production in North America would increase in 2014 and 2015.
Modestly rising production volumes in the North American Class 8
market and construction markets abroad could improve CVG's
operating efficiencies.  Stable higher production volumes could
increase the company's EBITDA such that it sufficiently reduces
debt leverage to less than 5x and keeps FOCF in positive
territory.


COMPETITIVE TECHNOLOGIES: Files Copy of Presentation with SEC
-------------------------------------------------------------
Competitive Technologies, Inc., furnished the U.S. Securities and
Exchange Commission a copy of a power point presentation which was
used for the first time by the Company at the LD Micro Conference
on Dec. 5, 2013.  A copy of the presentation is available for free
at http://is.gd/VGUqKd

                    About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $4.70 million in total assets, $10.42
million in total liabilities, and a $5.71 million total
shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.


CREATION'S GARDEN: Final DIP Hearing Slated for Dec. 17
-------------------------------------------------------
Creation's Garden Natural Products, Inc. and Creation's Garden
Natural Food Markets, Inc., will seek approval at a final hearing
on Dec. 17, 2013 at 11:00 a.m. of its request to obtain $364,000
of postpetition financing from Bank of the West and to use cash
collateral.

Following a hearing, Judge Vincent P. Zurzolo granted interim
approval of the DIP financing despite opposition filed by
including the oppositions to the Motion filed by Bank of America,
N.A. and CDC Small Business Finance Corporation.

Use of cash will be in accordance with the budget as provided in
the cash flow forecast for the period beginning on the Petition
Date through and including Feb. 7, 2014.

BOTW and the Debtor signed a stipulation on the use of cash
collateral.  The Debtor has agreed to provide BOTW adequate
protection in the form of replacement liens and a super-priority
claim.

As reported in the Nov. 28, 2013 edition of the TCR, the rate of
interest to be charged for the DIP Loans will be 10% per annum.
Upon and during the occurrence of an event of default, the
outstanding principal amount of the DIP Loans will bear interest
at 15% per annum.

It will be an event of default under the DIP Agreement and the
Interim DIP Order if any of the following fails to timely occur:

   a. The Debtors fail to obtain entry of the Final Order on or
before Jan. 31, 2014;

   b. The Debtors fail to prepare, serve and file with the Court,
on or before Dec. 2, 2013, a motion or application acceptable in
form and substance to BOTW to employ an auctioneer/liquidator/sale
consultant/agent satisfactory to BOTW for the purpose of
conducting one or more sales;

  c. The Debtors fail to obtain a final order, in the form and
substance acceptable to BOTW, approving the Employment Motion on
or before Jan. 31, 2014; and

  d. The Debtors fail to complete all sales on or before March 7,
2014.

A copy of the Interim DIP Order is available for free at:

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

                      About Creation's Garden

Creation's Garden Natural Products, Inc., filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-37815) in Los Angeles on
Nov. 20, 2013.

The Valencia, California-based company estimated $10 million to
$50 million in assets and liabilities.

Dino Guglielmelli, president and holder of 100% of the common
stock, signed the petition.

The company is represented by attorneys at the law offices of
Leven, Neale, Bender, Yoo & Brill L.L.P.

An affiliate, Creation's Garden Natural Food Markets, Inc.,
simultaneously sought bankruptcy protection.


CUI GLOBAL: Stockholders Elect Three Directors
----------------------------------------------
CUI Global, Inc.'s annual meeting of stockholders was held on
Thursday, Dec. 5, 2013, at which the stockholders:

   1) elected Thomas A. Price, Sean P. Rooney and Corey A.
      Lambrecht as directors to hold office until the 2014 Annual
      Meeting of Stockholders or until their respective successors
      have been duly elected and qualified;

   2) ratified the appointment of Liggett, Vogt & Webb, P.A., as
      the Company's Independent Auditor for the year ending
      Dec. 31, 2013;

   3) approved on an advisory basis the compensation of the
      Company's executive officers;

   4) approved on an advisory basis the holding of future advisory
      vote on executive compensation every year;

   5) approved the amended Restated Articles of Incorporation to
      compile prior amendments into a single document.

                         About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.  The Company's balance
sheet at Sept. 30, 2013, showed $92.05 million in total assets,
$20.48 million in total liabilities and $71.56 million in total
stockholders' equity.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.


CUMULUS MEDIA: Units Ink $50MM Securitization Facility with GE
--------------------------------------------------------------
Certain subsidiaries of Cumulus Media Inc. entered into a five-
year, $50 million revolving accounts receivable securitization
facility with General Electric Capital Corporation, as a lender,
as swing line lender and as administrative agent.

In connection with the entry into the Securitization Facility,
certain subsidiaries of the Company will, pursuant to a
Receivables Sale and Servicing Agreement, dated as of Dec. 6,
2013, sell and/or contribute their existing and future accounts
receivable and related assets to CMI Receivables Funding LLC, a
special purpose entity and wholly owned subsidiary of the Company.
The SPV may thereafter make borrowings from the Lenders, which
borrowings will be secured by those receivables and related
assets, pursuant to a Receivables Funding and Administration
Agreement, dated as of Dec. 6, 2013.  Cumulus Media Holdings Inc.,
a wholly owned subsidiary of the Company, will service the
accounts receivable on behalf of the SPV for a monthly fee.

Advances available under the Funding Agreement at any time are
subject to a borrowing base determined based on advance rates
relating to the value of the eligible receivables held by the SPV
at that time.  The Securitization Facility matures on Dec. 6,
2018, subject to earlier termination at the election of the SPV.
As of Dec. 12, 2013, the Company had $25 million outstanding under
the Securitization Facility.  Advances bear interest based on
either the London Interbank Offered Rate plus 2.50 percent or the
Index Rate plus 1.00 percent.  The SPV is also required to pay a
monthly fee based on any unused portion of the Securitization
Facility.  The Securitization Facility contains representations
and warranties, affirmative and negative covenants, and events of
default that are customary for financings of this type.

A copy of the Receivables and Servicing Agreement is available for
free at http://is.gd/uKsrsO

                         About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is an operator of
radio stations, currently serving 110 metro markets with more than
525 stations.  In the third quarter of 2011, Cumulus Media
purchased Citadel Broadcasting, adding more than 200 stations and
increasing its reach in 7 of the Top 10 US metros.  Cumulus also
acquired the Citadel/ABC Radio Network, which serves 4,000+ radio
stations and 121 million listeners, in the transaction

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

The Company's balance sheet at Sept. 30, 2013, showed $3.67
billion in total assets, $3.40 billion in total liabilities and
$268.43 million in total stockholders' equity.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
The downgrades reflect Moody's view that the pace of debt
repayment and delevering will be slower than expected.  Although
EBITDA for 4Q2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


CYCLONE POWER: GEL Properties Buys $50,000 Convertible Note
-----------------------------------------------------------
Cyclone Power Technologies, Inc., closed a securities purchase
agreement with GEL Properties LLC on Dec. 5, 2013.  Pursuant to
the terms of the Purchase Agreement, GEL purchased from the
Company a $50,000 Convertible Promissory Note, bearing 10 percent
interest, which matures Dec. 3, 2014.

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

                        About Cyclone Power

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

Cyclone Power disclosed a net loss of $3 million on $1.13 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $23.70 million on $250,000 of revenue in 2011.  The
Company's balance sheet at Sept. 30, 2013, showed $1.39
million in total assets, $4.61 million in total liabilities and a
$3.21 million total stockholders' deficit.

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


DEWEY & LEBOEUF: Can Subpoena Law Firms In Partner Bonus Disputes
-----------------------------------------------------------------
Law360 reported that a New York bankruptcy judge on Dec. 12
allowed Dewey & LeBoeuf LLP to subpoena dozens of law firms to
produce documents and appear for examinations over adversary
complaints accusing its former partners of receiving bonuses after
the firm's insolvency.

According to the report, U.S. Bankruptcy Judge Martin Glenn
allowed Dewey, which claimed the partners got the bonuses based on
profits that never materialized, to issue the subpoenas, according
to the one-page order.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DUMA ENERGY: Hydrocarb No Longer a Shareholder
----------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Hydrocarb Corporation disclosed that as of
Dec. 4, 2013, it beneficially owned nil shares of common stock of
Duma Energy Corp.  Hydrocarb previously reported beneficial
ownership of 1,859,879 common shares or 12.3 percent equity stake
as of Oct. 31, 3013.

On Dec. 4, 2013, Hydrocarb sold its holdings (1,859,879 shares) to
a private buyer.  As a result, Hydrocarb Corporation is no longer
owns shares in Duma Energy Corp.

A copy of the regulatory filing is available for free at:

                        http://is.gd/JWUhvz

                         About Duma Energy

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

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


EDENOR SA: Marcela Sacavini Quits as Director
---------------------------------------------
Ms. Marcela Sacavini tendered her resignation, for personal
reasons, from her position as regular director of Edenor SA.  She
was appointed Regular Director by the Ordinary and Extraordinary
Shareholders' Meeting held on April 25, 2013.  Said resignation is
effective as from the date of its submission and will be
considered by the Company's Board of Directors at its next
meeting.  The Company is informed that the resignation is not
untimely.

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2013, showed ARS 7.72
billion in total assets, ARS 6.50 billion in total liabilities and
ARS 1.21 billion in total equity.


EDENOR SA: Pampa Holds 4.7% of Shares Outstanding as of Dec. 11
---------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Pampa Inversiones S.A. and Pampa Energia S.A.
disclosed that as of Dec. 11, 2013, they beneficially owned
20,957,800 American Depositary Shares, each representing 20 Class
B Shares, of Empresa Distribuidora y Comercializadora Norte S.A.
(EDENOR) representing 4.7 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/LeXbU8

                          About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2013, showed ARS 7.72
billion in total assets, ARS 6.50 billion in total liabilities and
ARS 1.21 billion in total equity.


EDISON MISSION: Faces Second Environmental Action
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that independent power producer Edison Mission Energy must
face a second regulatory proceeding initiated by private groups
seeking enforcement of Illinois environmental laws regarding coal-
fired power plants.

According to the report, in November U.S. Bankruptcy Judge
Jacqueline P. Cox allowed the Sierra Club to continue proceedings
before the Illinois Pollution Control Board contending that four
Edison Mission plants in Illinois emit more sulfur dioxide than
the law allows.  The proceedings halted automatically when EME
filed for Chapter 11 protection in December.

This week, Cox allowed another non-profit organization, the
Environmental Law and Policy Center, to continue a regulatory
proceeding before the same state board.

Cox's reasons for allowing both proceedings to move forward were
much the same.

The bankruptcy judge decided that requiring EME to go ahead in the
state proceedings "will be beneficial" for the company and won't
be "greatly prejudicial." She said that the environmental laws
will still be in effect when EME emerges from bankruptcy. Also,
environmentalists could sue the day after bankruptcy ends by
alleging a continuing violation of pollution regulations.

In deciding if a reorganizing company must face a legal action
outside of bankruptcy court, Cox said it's "important for the sake
of public health to deal with these issues now, rather than wait
to do so at a later date."

Cox found "cause" for modifying the so-called automatic stay to
permit continuation of the environmental proceedings.  She ruled
in favor of EME by saying that the private group doesn't have the
same rights as government regulators to continue environmental
proceedings despite bankruptcy.

EME, a subsidiary of non-bankrupt parent Edison International
Inc., has a reorganization plan on file supported by "all of the
debtor's major stakeholders," including the official creditors'
committee and holders of 45 percent of the senior unsecured notes,
EME previously said.

The plan calls for selling the business to NRG Energy Inc. for
$2.635 billion, including cash of $2.285 billion and $350 million
in stock. For details on the plan and creditors' recoveries, click
here for the Dec. 5 Bloomberg bankruptcy report.

EME's $1.2 billion in 7 percent senior unsecured notes maturing in
2017 traded at 12:34 p.m. on Dec. 12 for 74.3 cents on the dollar,
up 41.5 percent from immediately before bankruptcy, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                      About Edison Mission

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

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

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

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

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

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

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

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

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

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

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


ELEPHANT TALK: Has Until Jan. 31 to Retain NYSE Compliance
----------------------------------------------------------
The NYSE MKT LLC has notified Elephant Talk Communications Corp.
that it has extended the period for which the Company can work to
regain compliance with the Exchange's listing standards until
Jan. 31, 2014.

Based on a review of information provided by Elephant Talk through
Dec. 4, 2013, the Exchange has determined that while the Company
has not yet regained full compliance with Section 1003(a)(iv) of
the Exchange's Company Guide, the Company has made an acceptable
demonstration of its ability to regain compliance by the end of
the extended plan period.  The Company is devoted to regaining
compliance with the Exchange's listing standards.  The Company
will continue to remain subject to periodic review by the Exchange
during the extension period.  Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from the Exchange.

"Management remains in discussions with the NYSE MKT in order to
complete the necessary steps to regain full listing compliance,"
said Steven van der Velden, CEO of the Company.  "Our recurring
revenue model combined with our 79% gross margins, have positioned
us to continue trending towards profitability and the foundation
for regaining compliance with the listing standards.  We expect to
continue to grow our sales and Adjusted EBITDA through our mobile
platforms in Europe, the Americas and the Middle East and the
integration of ValidSoft's technology with FICO's platform. We are
confident we will regain compliance in the near future."

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
Sept. 30, 2013, showed $46.45 million in total assets, $22.53
million in total liabilities and $23.91 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ELEPHANT TALK: Inks New Terms of Employment for CEO and President
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Elephant
Talk Communications Corp. approved new employment terms for its
President and Chief Executive Officer, Steven van der Velden.  The
new terms, which become effective as of Jan. 1, 2014, are as
follows:

   * continued employment for four year contract term;

   * base compensation of EUR300,000 per calendar year;

   * eligible for annual cash bonus equal to 50 percent of base
     compensation, based upon the achievement of bonus targets
     established by the Committee for each calendar year;

   * if Mr. van der Velden's employment is terminated by the
     Company for any reason other than gross misconduct during the
     first two years of the contract term, severance equal to any
     unpaid compensation due during the first two years of the
     contract term; and

   * If Mr. van der Velden's employment is terminated by the
     Company for any reason other than gross misconduct during the
     second two years of the contract term, severance equal to any
     unpaid compensation due during the second two years of the
     contract term.

In connection with establishing the new employment terms for Mr.
van der Velden, on Dec. 4, 2013, the Committee awarded Mr. van der
Velden options to purchase 3,560,000 shares of the Company's
common stock, par value $0.00001, at an exercise price of $0.94
per share of Common Stock, of which (i) 1,200,000 shares were
immediately vested, (ii) an additional 900,000 shares are eligible
to vest based on the attainment of performance goals to be
established by the Committee for calendar year 2014, (iii) an
additional 900,000 shares are eligible to vest based on the
attainment of performance goals to be established by the Committee
for calendar year 2015 and (iv) the remaining 560,000 shares are
eligible to vest based on the attainment of performance goals to
be established by the Committee for calendar year 2016.  In
addition, the Committee agreed to grant Mr. van der Velden an
option to purchase an additional 1,240,000 shares in January 2014,
of which (i) 340,000 shares are eligible to vest based on the
attainment of performance criteria established by the Committee
for calendar year 2016, and (ii) the remaining 900,000 shares are
eligible to vest based on the attainment of performance criteria
established by the Committee for calendar year 2017.  The option
grants to Mr. van der Velden are subject to stockholder approval
of the Company's Amended and Restated 2008 Long-Term Incentive
Compensation Plan at the Company's 2013 Annual Meeting of
Stockholders to be held on Dec. 18, 2013.

The Company intends to enter into an employment agreement with Mr.
van der Velden evidencing the new employment terms.

On Dec. 9, 2013, the Company entered into an employment agreement
with Floris van den Broek to serve as vice president of the
Company's Mobile Platform Business Unit.  In connection with
joining the Company, Mr. van den Broek was granted options to
purchase 4,500,000 shares of Common Stock, of which (i) 900,000
shares were immediately vested, and (ii) an additional 900,000
shares are eligible to vest based on the attainment of performance
goals to be established by the Committee for each of calendar
years 2015, 2016, 2017 and 2018.  Mr. van den Broek's option grant
is subject to stockholder approval of the Amended 2008 Plan at the
Annual Meeting.

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
Sept. 30, 2013, showed $46.45 million in total assets, $22.53
million in total liabilities and $23.91 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


EMPIRE RESORTS: Registers 1.1 Million Shares for Resale
-------------------------------------------------------
Empire Resorts, Inc., registered with the U.S. Securities and
Exchange Commission 1,083,335 shares of common stock issuable upon
the exercise of outstanding warrants.  The warrants were issued to
Joseph Bernstein pursuant to the terms of certain agreements
between him and the Company.

The Company will not receive any of the proceeds from the sale of
the shares.  However, the Company will receive the exercise price
of any warrants exercised for cash.  To the extent that the
Company receives cash upon exercise of any warrants, the Company
expects to use that cash for general corporate purposes.

The Company common stock is traded on the NASDAQ Global Market
under the symbol "NYNY."  The last reported sale price on Dec. 10,
2013, was $4.68 per share.

A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/aahcWJ

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $60.72
million in total assets, $52.43 million in total liabilities and
$8.29 million in total stockholders' equity.


EQUIPOWER RESOURCES: S&P Affirms 'BB' Rating on $1.4BB Loans
------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'BB' issue
rating on EquiPower Resources Holdings LLC's $1.4 billion of
first-lien term loans and $146 million first-lien revolving credit
and letter of credit facility.  The outlook is stable.  The '1'
recovery rating is unchanged.

"The rating affirmation reflects our view of the modest weakening
in near-term financial ratios such as debt per kilowatt and debt
service coverage that the acquisition-related debt will cause,"
said Standard & Poor's credit analyst Richard Cortwright.

Over time, due to the relative certainty provided by the capacity
markets over the next three years in PJM and in Independent System
Operator (ISO)-New England, where all of EquiPower Resources'
assets are located, these ratios tend to converge with those
expected before this latest acquisition.  The 464 MW simple-cycle
Richland/Stryker generation assets (RSG) are peaking assets
located in the constrained ATSI region of western PJM.  The
nameplate capacities are 444 MW for the six-unit Richland
facility, and 20 MW for the single oil-fired Stryker turbine.  The
capacity factor for these units is not expected to exceed single
digits; however, longer-term capacity factors might strengthen
depending on the level of fossil asset retirements in the ATSI and
neighboring regions.  Because the assets are in PJM, there is as
good price visibility as any market offers, through April 2017.
Therefore, reliability and plant availability are critical, as are
future capacity prices, to future financial performance.  With
respect to reliability, the assets have performed well over the
past five years.

The 'BB' debt rating reflects these risks:

   -- The prospect of eventual environmental laws becoming more
      stringent, affecting the performance of the coal-fired
      Kincaid, despite environmental mitigants already in place.

   -- Exposure to merchant power markets.

   -- Exposure to hedge losses for operational underperformance.

   -- Cash flow that is highly sensitive to changes in operating
      heat rates and spark spreads.

   -- Refinancing risk of about $180 per kW at maturity in 2018
      under S&P's case and $165 per kW by 2019.

   -- The above-average age of several of the plants.

The following strengths support the 'BB' rating:

   -- Investment-grade counterparty hedges for a large share of
      generation through 2014.  The parent guarantees a minimum
      margin floor at Liberty through 2015.

   -- Capacity price visibility through April 2017 in PJM and New
      England.  Although capacity prices are unpredictable,
      regulators are likely eventually to develop a methodology
      that stabilizes prices at levels that attract investment.

   -- A 100% excess cash flow sweep that reduces refinancing risk,
      although it is paid after income tax-related distributions
      to equity.

   -- Solid operational histories at Elwood and Kincaid.

   -- Upgrades at certain of the Lake Road and Milford units,
      which have had operational problems in the past.

The stable outlook reflects predictable cash flows from hedges,
modestly enhanced exposure to capacity prices in the PJM region,
and expectations of sustained strong operational results from the
assets.

S&P sees more downside risk than upward momentum for credit
quality.  In S&P's view, the age of some assets compared with
peers may cause operational challenges such as more frequent
forced outages than currently estimated, or availability that is
lower than expected.  Ratings may also be affected if Kincaid
needed greater environmental compliance-related investment.  A
downgrade is possible if merchant revenues suffered from factors
such as weaker-than-expected spark spreads or operational
performance, or higher operating and maintenance costs that led to
expected debt at maturities being greater than about $250 per kW
or DSCR declining below 1.3x on a steady basis.

An upgrade is unlikely given the high initial leverage, and would
require a large and sustainable improvement in merchant market
prices that would lead to refinancing risk of below $100 per kW
and debt service coverage levels consistently above 1.75x.


FNBH BANCORP: Issues $17.5 Million Worth of Preferred Shares
------------------------------------------------------------
FNBH Bancorp, Inc., closed on a private placement transaction by
issuing a total of approximately 17,500 shares of Preferred Stock
in exchange for aggregate gross proceeds to the Company of
approximately $17.5 million.  After payment of estimated offering
expenses of approximately $1.1 million, the Company expects to
receive net proceeds of approximately $16.4 million.

The Preferred Stock is convertible into shares of the Company's
common stock at a rate reflecting a price per share of common
stock of $0.70, subject to certain anti-dilution adjustments.  The
conversion into common stock will take place automatically upon
the approval by the Company's shareholders of additional shares of
authorized common stock.  Until converted into common stock, the
Preferred Stock has terms that are substantially identical to the
terms applicable to the Company's outstanding common stock with
respect to dividends, distributions, voting, and other matters.
For matters submitted to a vote of the holders of the Company's
common stock, including the proposal to authorize additional
shares of common stock, the Preferred Stock will vote with the
common stock, as a single class, as if the Preferred Stock was
already converted into common stock.  The shares of Preferred
Stock issued by the Company in this private placement transaction
are convertible into approximately 25 million shares of the
Company's common stock.

                        About FNBH Bancorp

Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding
company, which owns all of the outstanding capital stock of First
National Bank in Howell.  The Bank was originally organized in
1934 as a national banking association.  As of Dec. 31, 2011, the
Bank had approximately 85 full-time and part-time employees.  The
Bank serves primarily five communities, Howell, Brighton, Green
Oak Township, Hartland, and Fowlerville, all of which are located
in Livingston County.

FNBH disclosed net income of $329,000 in 2012, as compared with a
net loss of $3.57 million in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $301.79 million in total assets, $292.65
million in total liabilities and $9.14 million in total
shareholders' equity.

BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Corporation's subsidiary bank ("Bank") is significantly
undercapitalized under regulatory capital guidelines and, during
2009, the Bank entered into a consent order regulatory enforcement
action ("consent order") with its primary regulator, the Office of
the Comptroller of the Currency.  The consent order requires
management to take a number of actions, including, among other
things, increasing and maintaining its capital levels at amounts
in excess of the Bank's current capital levels.  As discussed in
Note 20, the Bank has not yet met the higher capital requirements
and is therefore not in compliance with the consent order.  As a
result of the uncertain potential impact of future regulatory
actions, circumstances exist that raise substantial doubt about
the Corporation's ability to continue as a going concern."


FREDERICK'S OF HOLLYWOOD: Incurs $7.7MM Net Loss in Oct. 26 Qtr.
----------------------------------------------------------------
Frederick's of Hollywood Group Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss applicable to common shareholders of $7.69
million on $19.73 million of net sales for the three months ended
Oct. 26, 2013, as compared with a net loss applicable to common
shareholders of $5.20 million on $22.45 million of net sales for
the three months ended Oct. 27, 2012.

The Company's balance sheet at Oct. 26, 2013, showed
$38.78 million in total assets, $63.42 million in total
liabilities, and a $24.64 million total shareholders' deficiency.

"The Company had net losses of $23,455,000 and $6,516,000 for the
years ended July 27, 2013 and July 28, 2012 and had a net loss of
$7,694,000 for the three months ended October 26, 2013.  As of
October 26, 2013, the Company had a working capital deficiency of
$19,258,000 and a shareholders' deficiency of $24,641,000.  The
Company used cash of $13,126,000 and $6,571,000 in operating
activities for the years ended July 27, 2013 and July 28, 2012 and
used cash of $4,491,000 in operating activities for the three
months ended October 26, 2013.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in the Form 10-Q.

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

                        http://is.gd/uWyxh2

                  About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

Mayer Hoffman McCann expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
company has suffered recurring losses from continuing operations,
has negative cash flows from operations, has a working capital and
a shareholders' deficiency at July 27, 2013.

The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.


FREESEAS INC: Insurers to Pay $1.1-Mil. for Hijacked Vessel
-----------------------------------------------------------
FreeSeas Inc. has entered into terms with the insurers of M/V Free
Goddess pursuant to which the sum of US$1,100,000 will be paid by
the insurers to the Company.  The amount of US$700,000 has already
been disbursed in favor of the Company pursuant to the terms
agreed.

The M/V Free Goddess had been hijacked by pirates in February 2012
and under repairs at her port of refuge since her release in
October 2012.

As a result of the repairs progress and the funding received, the
vessel is now expected to shortly return to service.

                         About FreeSeas Inc.

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

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

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

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


GETTY IMAGES: Bank Debt Trades at 8% Off
-----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 92.31 cents-on-
the-dollar during the week ended Friday, Dec. 13, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.17
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 14, 2019, and
carries Moody's B2 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 5, 2013,
Moody's Investors Service placed the ratings of Getty Images on
review for downgrade based on weaker than expected results through
2Q2013 and Moody's revised expectations for the next 12 months.
According to Moody's, Corporate Family Rating of Issuer: Getty
Images, Inc. and Abe Investment Holdings, Inc., currently B2, is
placed on review for possible downgrade.


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

As reported in the TCR on Aug. 27, 2013, the Plan provides for the
payment of all allowed claims in full on the later of the
effective date of the Plan and the date upon which a claim becomes
an allowed claim and the continued operation of the Debtor's
business.

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

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

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

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

                      About Gordian Medical

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

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

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

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

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


GORDON PROPERTIES: Hearing on DIP Loan Continued Until Dec. 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
continued until Dec. 17, 2013, at 11 a.m. the hearing to consider
the request of Gordon Properties, LLC, and Condominium Services,
Inc. to incur subordinated secured debt.

As reported in the Troubled Company Reporter on Nov. 28, 2013, the
Debtors sought authorization to borrow money on a subordinated
secured basis.  The Debtor related that their owners and operators
-- family members Bryan Sells, Elizabeth Sells (Bryan's sister),
Lindsay Wilson (Bryan's and Elizabeth's cousin), and Julie Langdon
(Lindsay's sister) -- have committed to lend up to $500,000 on an
ongoing basis as and when funds may be required, to Gordon
Properties for its ongoing cash needs, pursuant to the terms of a
Commercial Credit Line Promissory Note and Credit Line Deed of
Trust, similar in form and content to the Note and Deed of Trust
utilized in the prior borrowing motions.

The collateral intended to secure the loan will be one or more of
the unencumbered condominium units owned by Gordon Properties at
The Forty Six Hundred Condominium.

As with the previous borrowings, the owners have agreed to
subordinate their right to payment under the Note and Deed of
Trust to all allowed claims, that is, the owners agree to
subordinate their right to payment under the Notes and Deed of
Trust to the rights of all allowed claimants in the Gordon
Properties case.  Accordingly, no creditor in Gordon Properties'
case will be adversely affected by the loan.

As reported in the Troubled Company Reporter, the owners may
decide amongst themselves, in their discretion, which of them will
provide the funding, when the funding will be provided, and how
much any particular owner will fund, provided, however, that the
total amount of the loan outstanding at any one time will not
exceed $500,000.

Early in the case, Gordon Properties exhausted its cash supporting
its business operations and litigation expenses.  The Debtor
requires additional borrowing to meet its operating and litigation
expenses.  The Debtor said that all or some of its owners are
prepared to lend money to help fund its ongoing cash needs.

The Debtor is owned and operated by family members Bryan Sells,
Elizabeth Sells, Lindsay Wilson, and Julie Langdon, each of whom
owns 25% of the membership interests.

                   About Gordon Properties, LLC

Alexandria, Va.-based Gordon Properties, LLC, owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.

Stephen E. Leach has been appointed as examiner in the Debtor's
case.  Leach Travell Britt, PC, represents the examiner as
counsel.


GREEN EARTH: Stockholders Elect Two Directors
---------------------------------------------
Green Earth Technologies, Inc., on Dec. 10, 2013, held its 2013
annual meeting of stockholders during which:

   1) David Buicko and Humbert Powell were elected as directors
      to serve until the 2016 annual meeting of the Company's
      stockholders or until their respective successors have been
      elected and qualified;

   2) an amendment of the Company's certificate of incorporation
      to increase the number of shares of common stock authorized
      from 300,000,000 to 500,000,000 shares was approved;

   3) the appointment of independent auditors for fiscal year 2014
      was ratified;

   4) the stockholders selected every year as the desired
      frequency of future advisory vote on executive compensation;
      and

   5) the executive compensation was approved on an advisory
      basis.

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $6.59 million on $8.03 million
of net sales for the year ended June 30, 2013, as compared with a
net loss of $11.26 million on $7.38 million of net sales during
the prior year.  The Company's balance sheet at Sept. 30, 2013,
showed $8.71 million in total assets, $23.58 million in total
liabilities and a $14.86 million total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013.  The independent auditors noted
that the Company's losses, negative cash flows from operations,
working capital deficit, related party note currently in default
and its ability to pay its outstanding liabilities through fiscal
2014 raise substantial doubt about its ability to continue as a
going concern.


GREEN FIELD ENERGY: Was Talking Debt Swap With Noteholders
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Green Field Energy Services Inc., an oil-field
services provider, was working on a reorganization before the
Chapter 11 filing in October where ownership would have been
transferred initially to holders of the 13 percent senior
unsecured notes.

According to the report, Columbia Management Investment Advisers
LLC, one of the noteholders, said it was in discussions before
bankruptcy among Green Field, an affiliate of Royal Dutch Shell
Plc, and Michael B. Moreno. Although no agreement was reached, a
term sheet was produced for a bankruptcy reorganization, Columbia
said.

While noteholders would initially receive all the new stock, Shell
was slated to receive new debt for "substantially less" than the
amount of its claim, payable over time, or new stock in the
alternative. Lafayette, Louisiana-based Green Field filed in
Chapter 11 after defaulting on the $80 million Shell credit.

Unsecured creditors were to receive a small amount, perhaps
$250,000, serving as seed money to fund a liquidating trust
designed to file lawsuits.

The discussions called for Moreno to contribute Turbine Generation
Services LLC in return for part ownership of a new company to
become owner of reorganized Green Field.  The noteholders would
contribute their stock to be part owners.

Columbia said the discussions were secret.  It disclosed the term
sheet because a confidentiality agreement expired.

                     About Green Field Energy

Green Field Energy Services, Inc., is an independent oilfield
services company that provides a wide range of services to oil and
natural gas drilling and production companies to help develop and
enhance the production of hydrocarbons.  The Company's services
include hydraulic fracturing, cementing, coiled tubing, pressure
pumping, acidizing and other pumping services.

Green Field Energy and two affiliates filed Chapter 11 petitions
in Delaware on Oct. 27, 2013, after defaulting on an $80 million
credit provided by an affiliate of Royal Dutch Shell Plc (Case No.
13-bk-12783, Bankr. D. Del.).

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois.

The Debtors' investment banker is Carl Marks Advisory Group LLC.
Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.

Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six
members to the official committee of unsecured creditors in the
Chapter 11 cases of Green Field Energy Services, Inc., et al.

Green Field's bankruptcy is being financed with a $30 million loan
from BG Credit Partners LLC and ICON Capital LLC.


GSC GROUP: Manzo, Capstone, Kaye Scholer Docked for Fees
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that culmination of the bankruptcy for fund manager GSC
Group Inc. entailed "sweeping allegations of misconduct" made
against Capstone Advisory Group LLC and Robert Manzo, the
company's financial advisers, and against GSC's lawyers from Kaye
Scholer LLP, U.S. Bankruptcy Judge Shelley C. Chapman said in a
120-page opinion on Dec. 12 docking their fees.

According to the report, ironically, the allegations of misconduct
"would likely not have been discovered" had Capstone not sought a
$3.25 million bonus on top of about $6 million in fees, the judge
said.

The crux of the controversy was whether Manzo improperly failed to
disclose he wasn't an employee of Capstone and had a fee-sharing
arrangement with the advisory firm. Although Judge Chapman called
Manzo "one of the leading financial advisers," she said he and
Capstone "purposefully did not disclose" the fee arrangement.

Kaye Scholer was called to task because it was the law firm that
drafted papers with faulty disclosures.

Judge Chapman reduced Capstone's fees by almost $1.5 million,
granting the firm about $4.4 million from a $5.9 million fee
request. In addition, Capstone withdrew a request originally
seeking a $3.25 million bonus.

Judge Chapman said Capstone "barely concedes it made any
mistakes." The judge said her decision to cut fees was informed
by "Capstone's lack of any second thoughts, let alone remorse,
at what has transpired here."

"If anything is clear," Judge Chapman said, it's that "Capstone is
not entitled to a bonus simply for doing its job."

Although not unscathed, Kaye Scholer came out with less criticism
because the firm early on admitted that "mistakes were made."
Consequently, Judge Chapman accepted the firm's offer to reduce
fees about 28 percent, from about $5.4 million to $3.9 million.

Judge Chapman said Kaye Scholer's work in the case was "stellar."

Just before the fee dispute began, a creditor discovered that
Manzo didn't disclose he was a consultant to Capstone, not an
employee. No one would have lost any fees if there were
disclosure, Judge Chapman said.

The judge said that being a consultant fell with the ambit of an
associate or "of counsel," where the terms of employment needn't
be disclosed under Section 504(b) of the Bankruptcy Code. Judge
Chapman handed out sanctions because "it is incumbent upon the
professional to make full disclosure," allowing the judge to
decide whether the fee-sharing arrangement is permissible or not.

Judge Chapman said Capstone's "attitude toward its duty of
disclosure falls somewhere on the continuum between lackadaisical
and arrogant."

Judge Chapman removed Manzo from his position heading the trust
completing the liquidation for creditors.

One of the creditors, Black Diamond Capital Finance LLC, led the
attack on Kaye Scholer, Capstone and Manzo. Judge Chapman
protected Kaye Scholer from being sued later by Black Diamond.
She said that her fee award to the firm would bar anyone from
bringing a malpractice claim.

Judge Chapman said the malpractice allegations directed at Kaye
Scholer "should be added to the waste bin of frivolous and mean-
spirited pleadings."

Joseph Baio, a lawyer for Manzo; Steven Mandelsberg, counsel for
Capstone; and Scott Hazen, representing Kaye Scholer, didn't
immediately respond to phone calls seeking comment, the report
said.

Black Diamond was the proponent of GSC's Chapter 11 plan approved
and confirmed in February 2012. Originally named Greenwich Street
Capital Partners Inc. when it was a subsidiary of Travelers Group
Inc., GSC became independent in 1998 and at one time had $28
billion of assets under management.

                         About GSC Group

Florham Park, New Jersey-based GSC Group, Inc. --
http://www.gsc.com/-- was a private equity firm that specialized
in mezzanine and fund of fund investments.  Originally named
Greenwich Street Capital Partners Inc. when it was a subsidiary of
Travelers Group Inc., GSC became independent in 1998 and at one
time had $28 billion of assets under management.  Market reverses,
termination of some funds, and withdrawal of customers'
investments reduced funds under management at the time of
bankruptcy to $8.4 billion.

GSC Group, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 10-14653) on Aug. 31, 2010, estimating
assets at $1 million to $10 million and debts at $100 million
to $500 million as of the Chapter 11 filing.

Effective Jan. 7, 2011, James L. Garrity Jr., was named Chapter 11
trustee for the Debtors.  The Chapter 11 trustee completed the
sale of business in July 2011 and filed a liquidating Chapter 11
plan and explanatory disclosure statement in late August.  The
bankruptcy court authorized the trustee to sell the business to
Black Diamond Capital Finance LLC, as agent for the secured
lenders.  Proceeds were used to pay secured claims.  The price
paid by the lenders' agent was designed for full payment on
$256.8 million in secured claims, with $18.6 million cash left
over.  Black Diamond bought most assets with a $224 million credit
bid, a $6.7 million note, $5 million cash, and debt assumption.  A
minority group of secured lenders filed an appeal from the order
allowing the sale.  Through a suit in state court, the minority
lenders failed to halt Black Diamond from completing the sale.

The Chapter 11 Trustee and Black Diamond filed rival repayment
plans for GSC Group.  The Chapter 11 trustee reached a handshake
deal on Dec. 13, 2011, ending the dispute with Black
Diamond that delayed a $235 million asset sale.

Michael B. Solow, Esq., at Kaye Scholer LLP, served as the
Debtor's bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, was
the Debtor's notice and claims agent.  Capstone Advisory Group LLC
served as the Debtor's financial advisor.

The Chapter 11 trustee tapped Shearman & Sterling LLP as his
counsel, and Togut, Segal & Segal LLP as his conflicts counsel.

Black Diamond Capital Management, LLC, is represented by attorneys
at Latham & Watkins and Kirkland & Ellis LLP.


GYMBOREE CORP: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 97.14 cents-on-the-
dollar during the week ended Friday, Dec. 13, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.32
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in San Francisco, California, The Gymboree
Corporation sells infant and toddler apparel.  The company designs
and distributes infant and toddler apparel through its stores
which operates under the "Gymboree", "Gymboree Outlet", "Janie and
Jack" and "Crazy 8" brands in the United States, Canada and
Australia.  The company is owned by affiliates of Bain Capital
Partners LLC.

                           *     *     *

As reported in the Troubled Company Reporter on May 9, 2013,
Moody's Investors Service confirmed The Gymboree Corporation's
Corporate Family Rating at B3, concluding the review for downgrade
that began on December 13, 2012. The rating outlook is negative.


HARVEST OPERATIONS: S&P Lowers CCR to 'B+'; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Calgary, Alta.-based exploration and
production company Harvest Operations Corp. (HOC) to 'B+' from
'BB-'.  The outlook is negative.  At the same time, Standard &
Poor's affirmed its 'BB-' issue-level rating on HOC's senior
unsecured debt.  Standard & Poor's removed these ratings from
CreditWatch, where they had been placed with negative implications
Nov. 26, 2013.  The 'A+' issue-level rating on the company's
senior secured debt is unchanged.

"The ratings on Harvest reflect our view of a somewhat weaker
business risk profile under our revised criteria published Nov.
19," said Standard & Poor's credit analyst Michelle Dathorne.
Although S&P assess the company's competitive advantage and
operating efficiency as somewhat stronger than what it normally
associates with the rating, HOC's below-average and high
volatility of profitability, in conjunction with limited scale and
diversification, all contribute to its "vulnerable" business risk
profile.  Nevertheless, S&P believes the upstream segment benefits
somewhat from the natural hedge from its 100% owned refinery.
Despite S&P's overall assessment of the company's competitive
position, HOC's upstream cost profile compares favorably relative
to that of its upstream peers.  S&P believes the company's
forecast negative free cash flow generation is unlikely to be
bridged with cash or equity infusions from its parent company,
Korea National Oil Corp. (KNOC), so S&P believes its cash flow
protection metrics could continue to deteriorate throughout its
forecast period.

Harvest is a regional oil and gas producer with operations in five
core areas in the Western Canadian Sedimentary Basin: southern,
east-central, and western Alberta; northern Alberta and British
Columbia; and southeast Saskatchewan.  The company added a
refining and marketing segment with the acquisition of North
Atlantic Refining Ltd. in October 2006.

The negative outlook reflects S&P's view that HOC's credit profile
could continue to weaken if its profitability profile deteriorates
further and the magnitude of its negative free operating cash flow
generation increases.  The company's total near-term production is
likely to remain fairly flat (or decline marginally), so S&P do
not expect cash flow generation to increase to support projected
capital spending.  As a result, S&P don't expect forecast core and
supplemental cash flow metrics, specifically, funds from
operations (FFO)-to-debt and free operating cash flow (FOCF)-to-
debt, to strengthen sufficiently to support a stronger cash flow
adequacy and leverage profile.  S&P projects FOCF to remain
negative throughout its forecast period, and as a result, S&P
expects HOC's highly leveraged supplemental cash flow metric will
continue to hamper the company's aggressive consolidated cash flow
adequacy and leverage profile.

If the volatility of HOC's profitability increases, such that its
overall profitability profile deteriorates, the company's business
risk profile could weaken, moving to the lower end of the
vulnerable business risk profile.  Furthermore, if Harvest's fully
adjusted FFO-to-debt falls below 20%, its cash flow adequacy and
leverage profile will weaken, and could adversely affect the long-
term corporate credit rating.  In addition, S&P could lower the
ratings if its view of HOC as a component of its parent company
changes, such that it no longer view it as a moderately strategic
asset for KNOC.

S&P would revise the outlook to stable if a subsequent three-year
weighted average estimate of Harvest's fully adjusted FFO-to-debt
improved to about 25%.  Based on S&P's current forecasting
assumptions, its weighted average FFO-to-debt for the company for
2013-2015 is slightly above 21%.  This is at the bottom end of the
range for S&P's current assessment of Harvest's financial risk
profile.  HOC could improve its cash flow protection metrics, if
cash flow generation improves or debt fell from its Sept. 30, 2013
level.


HOSPITALITY STAFFING: $23-Mil. Sale Gets Judge's Approval
---------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave the nod on
Dec. 12 to Hospitality Staffing Solutions Group LLC's $23 million
sale to an investment group led by private equity firm Littlejohn
& Co. LLC over the objection of unsecured creditor AIG Property
Casualty Inc., which argued the deal was a "bad faith"
transaction.

According to the report, AIG argued that the sale was engineered
to only benefit the buyer -- which was part of a group that
purchased HSS' prepetition secured debt the same month it filed
for Chapter 11 protection.

               About Hospitality Staffing Solutions

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

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

The sale transaction is subject to higher and better offers.

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

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


HOUSTON REGIONAL: Rockets Take Lead Role in Sports Network
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Houston Rockets of the National Basketball
Association have taken over the role of lead negotiator looking
for a buyer to assume broadcasting rights now held by a Houston
sports television network named Houston Regional Sports Network
LP.

According to the report, in September, Comcast Corp. and others
filed an involuntary Chapter 11 petition against the network that
carries games of the Rockers and the Houston Astros baseball club.
The network is a joint venture among Comcast and the two teams.
Comcast also sought a trustee.

Originally, the bankruptcy judge in Houston worked out an
arrangement where the Astros would be the lead negotiator to find
a new broadcaster.  The Rockets has taken over the lead role at
least until the next status conference in bankruptcy court on Jan.
7.

In the meantime, the judge will hold off ruling on whether the
network should be in bankruptcy.

The teams disagree on whether the network should be in Chapter 11
reorganization involuntarily.  Initially, the Astros wanted the
bankruptcy dismissed while the Rockets favored Chapter 11.

Comcast previously said in filings that it's willing to buy the
network's assets, which have "significant value."  A "substantial
majority" of the network's revenue comes from redistribution of
the teams' games, according to court papers.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.


HOVNANIAN ENTERPRISES: Posts $32.8 Million Net Income in Q4
-----------------------------------------------------------
Hovnanian Enterprises, Inc., reported net income of $32.81 million
on $591.68 million of total revenues for the three months ended
Oct. 31, 2013, as compared with a net loss of $84.41 million on
$487.04 million of total revenues for the same period a year ago.

For the 12 months ended Oct. 31, 2013, the Company reported net
income of $31.29 million on $1.85 billion of total revenues as
compared with a net loss of $66.19 million on $1.48 billion of
total revenues for the same peirod during the prior year.

As of Oct. 31, 2013, the Company had $1.75 billion in total
assets, $2.19 billion in total liabilities and a $432.79 million
total deficit.

"We are pleased to report a year of solid profitability, driven by
revenue growth, gross margin improvement and operating
efficiencies," stated Ara K. Hovnanian, Chairman of the Board,
president and chief executive officer.  "Although our sales slowed
from July through September due to the adverse impacts of higher
mortgage rates, the sequester and the government shutdown, we are
happy to report that our sales improved back to prior year levels
in October and exceeded last year's levels in November.  Entering
2014 with a higher backlog, gross margin and community count,
gives us optimism that, excluding any expenses related to early
retirement of debt, fiscal 2014 should result in greater levels of
profitability and continued leveraging of our fixed costs.
Further, we continue to believe that household formations, the
primary driver of housing demand, will ultimately lead to
increased demand for new homes and we continue to believe that our
industry is still in the early stages of a housing recovery."

A copy of the press release is available for free at:

                        http://is.gd/KMU3cI

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 9, 2013, edition of the tCR, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of
Hovnanian Enterprises, Inc. (NYSE: HOV) to 'B-' from 'CCC'.  The
upgrade and the Stable Outlook reflects HOV's operating
performance year-to-date (YTD), adequate liquidity position, and
moderately better prospects for the housing sector during the
remainder of this year and in 2014.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

As reported in the TCR on Aug. 5, 2013, Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.
to Caa1 from Caa2.  The upgrade reflects both the industry's
growing strength and Hovnanian's own improved results, which make
it far less likely that the company will default on its debt
obligations.


IBAHN CORP: Seeks Approval of Incentive Plan for 3 Officers
-----------------------------------------------------------
iBahn Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to approve a performance-based incentive plan
and authorize payments thereunder to certain employees.

The Debtors relate that in order to maximize the value of their
assets for the benefit of all creditor constituencies, they are
pursuing a sale of substantially all of their assets.  They
believe the key employee incentive plan will incentivize certain
of the employees whose work is critical to achieving the sale or
Plan.

The incentive plan covers three employees: Edward Helvey, chief
executive officer and president; Ryan Jonson, chief financial
officer and Jack Brannelly, general counsel.  The maximum
aggregate amount of incentive payments that could be payable under
the incentive Plan is $140,000.

A copy of the terms of KEIP is available for free at
http://bankrupt.com/misc/IBAHNCORPincentiveplan.pdf

                     About iBAHN Corporation

Salt Lake City, Utah-based iBAHN Corporation, a provider of
Internet services to hotels, sought bankruptcy protection (Bankr.
D. Del. Case No. 13-12285), citing a loss of contracts with
largest customer Marriott International Inc. and patent litigation
costs.  iBAHN Corporation disclosed $19,960,035 in assets and
$15,925,016 in liabilities as of the Chapter 11 filing.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IDERA PHARMACEUTICALS: Integrated Core Holds 5.1% Equity Stake
--------------------------------------------------------------
Integrated Core Strategies (US) LLC and its affiliates disclosed
in a Schedule 13G filed wih the U.S. Securities and Exchange
Commission that as of Dec. 5, 2013, they beneficially owned
3,242,845 shares of common stock of Idera Pharmaceuticals, Inc.,
representing 5.1 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/1O4L3B

                    About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at Sept. 30, 2013, showed $39.57
million in total assets, $2.46 million in total liabilities, and
stockholders' equity of $37.11 million.


IOWORLDMEDIA INC: Incurs $2.2 Million Net Loss in Third Quarter
---------------------------------------------------------------
ioWorldMedia, Incorporated, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.24 million on $464,771 of sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$204,229 on $397,644 of sales for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $2.78 million on $1.23 million of sales as compared
with a net loss of $539,920 on $1.20 million of sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $577,057 in
total assets, $2.59 million in total liabilities, $5.77 million in
convertible preferred stock and a $7.78 million total
stockholders' deficiency.

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

                        http://is.gd/RxLWhI

                        About ioWorldMedia

Tampa, Fla.-based ioWorldMedia, Incorporated, operates three
primary internet media subsidiaries: Radioio, ioBusinessMusic, and
RadioioLive.

ioWorldMedia disclosed a net loss of $746,619 in 2012, as compared
with a net loss of $954,652 in 2011.

Patrick Rodgers, CPA, PA, in Altamonte Springs, FL, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the company has a minimum cash balance
available for payment of ongoing expenses, a negative working
capital balance, has incurred losses and negative cash flow from
operations for the past two years, and it does not have a source
of revenue sufficient to cover its operating costs.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


IPAYMENT INC: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based iPayment Inc. to 'B-' from
'B'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's first-lien term loan and revolving credit facility to
'B' from 'B+'.  The '2' recovery rating, which remains unchanged,
indicates S&P's expectation for substantial (70%-90%) recovery of
principal in the event of payment default.  S&P also lowered its
ratings on iPayment's senior unsecured notes due 2018 and iPayment
Holdings Inc.'s paid-in-kind (PIK) notes due 2018 to 'CCC' from
'CCC+'.  The '6' recovery rating, which remains unchanged,
indicates S&P's expectation for negligible (0%-10%) recovery of
principal in the event of a payment default.

"The downgrade reflects the company's weak competitive position,
client attrition, reduced profitability, and our expectation for
leverage to be sustained above 8x over the coming year," said
Standard & Poor's credit analyst John Moore.

The negative outlook reflects the company's business challenges to
stabilize its profitability and to maintain adequate headroom
under the financial maintenance covenants of its credit facility
over the coming year.

The ratings reflect iPayment's "weak" business risk profile and
"highly leveraged" financial risk profile.  S&P views industry
risk as intermediate and country risk as very low.  S&P expects
the company's reliance on an independent sales channel and focus
on small and mid-sized merchant customers will continue to result
in high costs to stabilize merchant attrition and that leverage
will be sustained above 8x over the coming year.

The negative outlook reflects the company's challenges to mitigate
client attrition and to maintain adequate headroom under the
financial maintenance covenants of its credit facility over the
coming year.

S&P could stabilize the rating outlook if the company is able to
mitigate client attrition, stabilize its profitability and thereby
maintain adequate liquidity and covenant cushions.

S&P could lower the rating if the competitive business environment
causes continued declines in revenue or EBITDA margins, such that
liquidity were to become constrained by significantly reduced
covenant cushions.


JACKSONVILLE BANCORP: Appoints Kendall Spencer a Pres. & CEO
------------------------------------------------------------
Kendall L. Spencer was appointed as president and chief executive
officer of Jacksonville Bancorp, Inc., the holding company for The
Jacksonville Bank.  Mr. Spencer was also appointed as a director
of the Company and, subject to regulatory approval, will serve as
the chief executive officer and a director of the Bank.

Mr. Spencer, age 61, has over 30 years of executive and senior
level commercial bank leadership and management experience.  In
2013 and prior to joining the Company, Mr. Spencer was the
executive vice president and senior commercial banker of Florida
Citizens Bank.  In these capacities, Mr. Spencer led and managed
commercial, consumer and mortgage lending, credit and loan
operations as well as provided strategic evaluation and planning
for the executive management team and board of directors.  His
professional background also includes various management
positions, including the state president of Mercantile Bank,
corporate executive vice president and director of Business
Banking for Barnett Bank, Inc., as well as president of various
community and regional Barnett Banks within the state of Florida.
Most recently, he has consulted and overseen several strategic
evaluation projects with local banks as well as provided
litigation support as a bank expert in lending-liability lawsuits.
Mr. Spencer also serves on the board of Family First and
Jacksonville City Rescue Mission.  He holds a B.S. in Finance from
the University of Florida and has post-graduate professional
education from the Stonier Graduate School of Banking at the
University of Delaware and North Dakota State University.

Mr. Spencer's advanced leadership skills and commercial banking
expertise as well as additional proficiencies in strategic
financial planning and execution of operational initiatives are
well-suited to the Company and the Bank and will complement the
current board of directors' collective knowledge and experience.

As previously disclosed in the Company's filings, Donald F.
Glisson, Jr., Chairman of the Board of the Company, was appointed
to serve as the Company's principal executive officer on an
interim basis, until a new president and chief executive officer
was elected.  In conjunction with the appointment of Mr. Spencer,
the Company also announced that Mr. Glisson was named executive
chairman of the Company, effective as of the same date.  With
regards to Mr. Spencer's appointment, Mr. Glisson stated, "We are
extremely proud to have an executive with Kendall's background and
experience join our company.  Kendall possesses the skills and
knowledge we were seeking in our CEO, as well as the values and
ethics we expect from every single team member.  I am excited to
begin my new role as Executive Chairman and together with our
management team look forward to taking the Company to the next
level."

The term of the agreement is one year, subject to automatic
extension for additional one-year periods thereafter, and provides
Mr. Spencer with the following compensation and benefits:

   -- Annual base salary of $258,000, with annual adjustments
      subject to the discretion of the Company's board of
      directors or a committee thereof;

   -- Eligibility for a discretionary annual bonus;

   -- Stock options awards exercisable for up to 30,000 shares of
      the Company's common stock, subject to a three-year vesting
      schedule; and

   -- Participation in all compensation or employee benefit plans
      in addition to other executive benefits, including an
      automobile allowance and certain club dues, among others.

During the term of the agreement and for a period of one year
thereafter, Mr. Spencer has agreed not to compete with the Bank or
the Company within the Jacksonville statistical metropolitan area.

Additional information about the appointment is available at:

                          http://is.gd/Nm8bJz

                       About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.  As of Sept. 30, 2013, the Company had $514.54
million in total assets, $481.82 million in total liabilities and
$32.72 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


J.C. PENNEY: Bank Debt Trades at 2% Off
---------------------------------------
Participations in a syndicated loan under which JC Penney is a
borrower traded in the secondary market at 97.57 cents-on-the-
dollar during the week ended Friday, Dec. 13, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.48
percentage points from the previous week, The Journal relates.  JC
Penney pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 29, 2018, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2013,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.


K & N TRUCKING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: K & N Trucking, Inc.
        10025 Highway 301 N.
        Tampa, FL 33637

Case No.: 13-16326

Chapter 11 Petition Date: December 13, 2013

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD. P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: 813-877-4669
                  Fax: 813-877-5543
                  Email: Buddy@tampaesq.com

Total Assets: $366,401

Total Liabilities: $1.80 million

The petition was signed by Allan N. Achillich, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb13-16326.pdf


K-V PHARMACEUTICALS: FDA Encouraged Illegal Compounding
-------------------------------------------------------
Law360 reported that bankrupt drugmaker K-V Pharmaceutical Co. on
Dec. 13 urged a D.C. Circuit panel to prevent the U.S. Food and
Drug Administration from allowing unapproved compounding
ingredients into the country that are used to create products that
compete with its prenatal drug Makena, alleging the agency has
encouraged unlawful behavior.

According to the report, K-V launched a two-prong attack on the
FDA's refusal to prevent unapproved versions of its orphan drug
from hitting the market, asking the court to prevent the
compounds' Chinese-imported active pharmaceutical ingredient from
entering the country.

                      About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori
R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KAMAN CORP: S&P Lowers CCR to 'BB+' & Removes Rating from Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kaman Corp. to 'BB+' from 'BBB-' and removed the rating
from CreditWatch, where S&P placed it with negative implications
on Nov. 26, 2013.  The rating outlook is stable.

S&P bases the downgrade primarily on a reassessment of the
company's financial risk profile, which S&P now views as
"significant."  S&P had previously considered Kaman's financial
risk profile to be "intermediate."  As a result of acquisitions
and cyclical and competitive pressures in the industrial
distribution business, Kaman's credit metrics are now more in line
with a "significant" designation.  S&P believes that Kaman will
continue to make acquisitions and that both the industrial
distribution and defense businesses will experience some headwinds
over the coming year.  "While we believe the company will benefit
from recent acquisitions in the distribution business, recently
signed contracts in the aerospace segment, and cost-cutting
initiatives over the coming year, we believe that the company will
be unable to generate enough of an improvement in its credit
metrics to change our current view of the financial risk profile,"
said credit analyst Lisa Jenkins.  In the past, S&P had factored
in pro forma earnings from acquisitions in assessing the company's
financial risk profile.  However, given the ongoing nature of
these acquisitions, S&P is no longer doing so.

S&P views Kaman's competitive position and its overall business
risk profile as "fair," primarily based on its significant
position in industrial parts distribution and its solid niche
positions in certain aerospace and defense markets, as well as its
exposure to cyclical and competitive end markets, especially in
the industrial distribution business.  S&P assess the industries
in which Kaman participates--aerospace defense and capital goods--
as having "intermediate" industry risk and "very low" country
risk.

"Under our base-case scenario, we expect Kaman will generate
modest revenue and earnings growth over the coming year.  The
aerospace segment should benefit from increased production rates
of commercial aircraft and the ramp-up of some defense programs.
The industrial distribution business should benefit from recent
acquisitions (which give the company access to higher-margin
products and exclusive distribution agreements) and the continuing
slow economic recovery.  However, the company will likely face
continuing competitive pressures in certain product areas, which
could mitigate the impact of these factors.  Given the programs
that Kaman supports, we believe that sequestration will have a
modest impact on near-term results," S&P said.

S&P recognizes that Kaman's credit metrics will vary somewhat over
time, depending on the timing and size of its acquisitions.  The
company's reported credit metrics have been below the level S&P
expected for the previous rating, in large part due to
acquisitions which have increased debt over the last few years.
S&P had previously given the company some benefit in its analysis
for pro forma earnings from these acquisitions.  Given the ongoing
nature of these activities, however, S&P has decided to base its
analysis on reported credit metrics.  S&P expects Kaman will
generate modestly improved credit metrics over the coming year,
aided by an expected decrease in the underfunding of its pension
plan.  However, S&P do not expect the improvement to be sufficient
to warrant a change in the rating.

The rating outlook is stable.  A strong commercial aerospace
market, contributions from recent acquisitions, continued recovery
in the U.S. economy, and lower pension underfunding should
translate into modestly improved credit metrics over the coming
year.  However, S&P do not expect the improvement to be sufficient
to change its view of the company's financial risk profile.

S&P might consider an upgrade if Kaman's operating performance
strengthens, the company maintains a moderate financial policy,
and its credit metrics improve such that FFO to debt reaches 40%
and S&P believes it will stay within the 40%-45% range for an
extended period.

Although S&P considers this less likely, it could lower the rating
if Kaman is more aggressive than it expects on the acquisition
front or if operating challenges decrease FFO to debt to around
25% for an extended period.


LEHMAN BROTHERS: Court Disallows $16.8 Million in Claims
--------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan disallowed 51 claims,
which assert more than $16.8 million against Lehman Brothers
Holdings Inc.  The claims are listed at:

   http://bankrupt.com/misc/LBHI_117thOO_3NoLiability.pdf
   http://bankrupt.com/misc/LBHI_173rdOO_5NoLiability.pdf
   http://bankrupt.com/misc/LBHI_439thOO_35NoLiability.pdf
   http://bankrupt.com/misc/LBHI_440thOO_4InsufficientDocs.pdf
   http://bankrupt.com/misc/LBHI_441stOO_1NoLiability.pdf
   http://bankrupt.com/misc/LBHI_442ndOO_2Settled.pdf
   http://bankrupt.com/misc/LBHI_444thOO_1Contribution.pdf

The bankruptcy court also ordered to reduce the amounts asserted
in 19 claims.  The amount of each claim is "greater than the
fair, accurate and reasonable value" of the amount for which
Lehman is liable, according to court papers.  A list of the
claims is available for free at http://is.gd/Pk6q80

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: To Sell 20% Stake in D.E. Shaw
-----------------------------------------------
The estate of Lehman Brothers Holdings Inc. is looking to sell
its 20% stake in New-York-based hedge-fund D.E. Shaw Group,
according to a Dec. 4 report by The Wall Street Journal.

Six firms have been invited to bid on the stake, including
Affiliated Managers Group Inc., Foundation Capital Partners and
Blackstone Group, the report said, citing people with knowledge
of the matter as its source.

The buyer would assume all the terms Lehman negotiated in 2007,
when the investment bank paid between $750 million and $800
million for its stake.

One person familiar with the matter said he expected the stake
could sell for between $650 million and $800 million, with part
of the payment potentially being contingent on performance.  The
stake doesn't include voting rights, the news agency reported.

Bids are due this month, and two finalists are expected to be
selected early next year.  D.E. Shaw founder David E. Shaw has
final approval on the buyer, according to the report.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Liquidators, Australian Creditors Settle Suit
--------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that a group of Australian towns, charities and churches that
purchased U.S. mortgage-backed securities sold by Lehman Brothers
Australia Ltd. settled its class-action lawsuit against the
company.

The settlement, which requires an Australian court's approval,
paves the way for creditors to recover A$300 million (US$273
million), according to the report.

PBB Advisory, the liquidators of Lehman Brothers Australia, said
creditors that invested in collateralized-debt obligations (CDOs)
could expect to begin receiving checks early next year.

John Walker, an executive director of Bentham IMF Ltd., which
funded a class-action lawsuit against Lehman, said that about
A$170 million is earmarked for about 70 Australian councils and
charities that signed on to the lawsuit.  He said Bentham IMF
expects to recover A$30 to A$40 million from the distribution.

Mr. Walker said some 250 other small Australian investors, not
part of the lawsuit, with similar claims can also expect to
recover about 50 cents on the dollar, according to the report.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LINCOLN PARK: S&P Cuts Gen. Obligation Bonds Rating to 'BB'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term rating on Lincoln Park, Mich.'s series 2010 general
obligation (GO) limited-tax bonds to 'BB' from 'A+'.  The outlook
is stable.

The bonds are GOs of the city secured by its limited-tax GO
pledge.  The pledge is limited to the extent that the city does
not have the power to levy additional taxes in excess of statutory
limitations.  For ratings within the 'BBB' category and below,
Standard & Poor's makes a distinction between the limited- and
unlimited-tax GO pledge.

Accordingly, given the city's lack of taxing flexibility and very
weak reserves, the rating on the limited-tax GO bonds is one notch
below the city's unlimited-tax GO pledge.

"The downgrade is based on our new local GO criteria and reflects
our view of the city's unwillingness to support its capital lease
obligations to SunTrust Equipment Finance," said Standard & Poor's
credit analyst Oladunni Ososami.

"The lower rating also reflects Lincoln Park's very weak budgetary
flexibility following three years of negative operating results,"
she added, "and our expectation that it will continue in 2014."

The stable outlook reflects S&P's view that the city's reserves
will likely remain negative despite approved budget cuts to
prevent further deterioration.

"We do not expect to raise the rating in the next two years given
the city's very limited budgetary flexibility," concluded Ms.
Ososami, "and our long-term view of its diminished willingness to
meet its obligations in the event of further budgetary pressures."


LONGVIEW POWER: Sues to Reduce Kvaerner, Siemens Liens
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy reorganization of Longview Power LLC
is an exercise in deciding who's responsible for defects in the
company's 700 megawatt coal-fired power plant in Maidsville, West
Virginia.

According to the report, the newest chapter in the dispute is a
lawsuit Longview began last week in U.S. Bankruptcy Court in
Delaware to cut back on the $335 million that Kvaerner North
America Construction Inc. and Siemens Energy Inc. claim as covered
by their mechanics' liens.

Longview filed for Chapter 11 reorganization in August as a
consequence of what it called "design, construction and equipment
defects" in the plant that began operations in December 2011.

Details about the new lawsuit explaining why the Kvaerner and
Siemens liens should be cut back are unclear because the documents
were mostly filed under seal.  Longview does say the two
contractors waived liens in receiving progress payments during
construction.

Longview and the contractors agreed to proceed with an arbitration
that was automatically halted with the filing of the Chapter 11
petition.  The arbitration might determine which of the
contractors has valid claims and which don't.  A confidentiality
agreement made in the arbitration caused papers in bankruptcy
court to be filed under seal.

Longview has a reorganization plan on file that would reduce debt
by more than $1 billion by giving holders of a $1.04 billion
credit facility 85 percent to 90 percent of the new stock.

The lenders making a loan to finance the bankruptcy would receive
10 percent to 15 percent of the stock when Longview emerges from
Chapter 11.

The plan is based on the elimination of $360 million in mechanics'
liens or having the court rule the contractors' debt comes behind
secured claims.  The plan calls for paying the claims if they are
valid.

There is about $5 million remaining in unsecured debt owing to
trade suppliers.

There will be a hearing on Dec. 18 for approval of the disclosure
statement explaining the plan.  An agreement with the backstop
parties providing the bankruptcy loan requires emerging from
bankruptcy by March 7.  Longview is hoping for a Feb. 10
confirmation hearing for approval of the plan.

                     About Longview Power LLC

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

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

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

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

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


M*MODAL INC: Bank Debt Trades at 15% Off
----------------------------------------
Participations in a syndicated loan under which M*Modal Inc. is a
borrower traded in the secondary market at 85.08 cents-on-the-
dollar during the week ended Friday, Dec. 13, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.58
percentage points from the previous week, The Journal relates.
M*Modal Inc. pays 550 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 20, 2019 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


MAGYAR TELECOM: U.S. Judge Recognizes UK Proceedings
----------------------------------------------------
Magyar Telecom B.V. disclosed that a second hearing took place
before Judge Lane of the US Bankruptcy Court at 11:00 a.m. (New
York time) on December 11, 2013 in respect of the petition under
Chapter 15 of the US Bankruptcy Code for recognition of the Scheme
as a foreign main proceeding and for related relief giving full
force and effect to the Scheme and related documents.

The Company disclosed that Judge Lane granted the Chapter 15 Order
in the terms sought.

The grant of the Chapter 15 Order is a condition to the Scheme
becoming effective as set out in the explanatory statement dated
October 28, 2013 in relation to the Scheme.

                Completion of the Restructuring

Following the grant of the Chapter 15 Order and the satisfaction
of all other Scheme Conditions, the Company intends the Effective
Date of the Restructuring to occur (December 12, 2013).  Note
Creditors who have submitted a valid Account Holder Letter to the
Information Agent should expect to receive their Restructuring
Consideration Entitlements and/or Cash Option Entitlement (as
applicable) on December 12, 2013.

Any questions relating to any Note Creditor's Scheme Consideration
Entitlement should be directed to the Information Agent, whose
details are set out below.

                         Coupon Payment

The coupon payment on the New Notes is due on December 15, 2013.
The Company intends to make the Coupon Payment on the first
following business day (December 16, 2013) assuming that the
listing of the New Notes on the Luxembourg Stock Exchange is
completed by that date.  The Company intends to complete the
Listing (December 12, 2013).  If, however, the Listing is not
completed by December 16, 2013 then the Company will make the
Coupon Payment as soon as the Listing is completed thereafter.

Contact Details

In case of any enquiries, please contact one of the advisers
below:

* Company Advisers:

         HOULIHAN LOKEY (EUROPE) LIMITED
         Chris Foley
         Tel: +44 20 7747 2717
         E-mail: cfoley@hl.com

         WHITE & CASE LLP
         Stephen Phillips
         Tel: +44 20 7532 1221
         E-mail: sphillips@whitecase.com

    * Information Agent

         Lucid Issuer Services Limited
         Sunjeeve Patel / Thomas Choquet
         Tel: +44 20 7704 0880
         E-mail: invitel@lucid-is.com

    * Noteholder Group Advisers

         MOELIS & COMPANY
         Charles Noel-Johnson
         Tel: +44 20 7634 3500
         E-mail: charles.noel-johnson@moelis.com

         ROHAN CHOUDHARY
         Tel: +44 20 7634 3660
         E-mail: rohan.choudhary@moelis.com

         BINGHAM MCCUTCHEN (LONDON) LLP
         Neil Devaney
         Tel: +44 20 7661 5430
         E-mail: neil.devaney@bingham.com

         James Terry
         Tel: +44 20 7661 5310
         E-mail: james.terry@bingham.com

                    About Magyar Telecom B.V.

Magyar Telecom B.V. is a private company with limited liability
incorporated in the Netherlands and registered at the Chamber of
Commerce (Kamer van Koophandel) for Amsterdam with number
33286951 and registered as an overseas company at Companies House
in the UK with UK establishment number BR016577 and its address
at 6 St Andrew Street, London EC4A 3AE, United Kingdom
(telephone: +44(0)207-832-8936, Fax: +44(0)207-832-8950).

Magyar Telecom BV, owner of Hungarian telecommunications provider
Invitel, commenced proceedings in the United Kingdom on Oct. 21,
2013, to carry out a scheme of arrangement to reduce debt.  Under
the scheme to be implemented through the High Court of Justice of
England and Wales,, EUR350 million (US$481 million) in 9.5%
secured notes will be reduced to EUR155 million.  The company has
the support of holders of 70% of the notes.

On Oct. 28, the U.K. judge authorized holding a creditors'
meeting on Nov. 27 to approve the scheme, Bloomberg News relates.

Magyar filed a petition in New York under Chapter 15 (Bankr.
S.D.N.Y. Case No. 13-bk-13508) on Oct. 29, 2013, to assist a
court in the U.K. in carrying out the scheme.


MEDASSETS INC: S&P Raises CCR to 'BB-' & Removes Rating from Watch
------------------------------------------------------------------
Standard & Poor's Rating Services said it raised its corporate
credit rating on health care services and technology company
MedAssets Inc. to 'BB-' from 'B+'.  S&P removed all ratings from
CreditWatch, where it placed them on Nov. 26 with positive
implications.  The rating outlook is stable.

At the same time, S&P revised its recovery rating on MedAssets'
senior secured debt to '1' from '2', reflecting recent prepayments
made on this class of debt.  As a result of S&P's notching
analysis, it is raising its issue-level rating on this debt to
'BB+' from 'BB-', reflecting the impact of the higher recovery
rating and the upgrade to the corporate credit rating.  S&P is
also raising its rating on MedAssets' unsecured debt to 'B' from
'B-', reflecting the upgrade.  The '6' recovery rating on this
debt is unchanged.

"We base our upgrade primarily on a renewed emphasis on
profitability in our business risk assessment of MedAssets.  After
considering MedAssets' consistently high and stable margins
relative to peers, we are revising our business risk assessment to
'fair' from 'weak'", said credit anayst Shannan Murphy.
"Consequently, we are raising our rating on MedAssets to 'BB-'
from 'B+', consistent with our assessment of a fair business risk
profile and aggressive financial risk profile."

S&P's stable rating outlook on MedAssets reflects its expectation
that low-single-digit revenue growth and flat EBITDA margins in
2014 will result in leverage in the high-3x area and FFO to total
debt in the high teens, consistent with an aggressive financial
risk profile.  S&P could raise the rating if MedAssets is able to
strengthen cash flow, improving FFO/debt to the low-20% area.  S&P
believes that this would require some margin expansion in 2014,
which it do not currently contemplate given already strong levels.
S&P could lower the rating if MedAssets undertook a significant
leveraged acquisition or share repurchase, resulting in leverage
that S&P expected to be sustained above 5x.  In S&P's view, the
company has about $400 million-$500 million in debt capacity at
the current rating (assuming no acquired EBITDA).


MOBILESMITH INC: Sells Additional $330,000 Convertible Note
-----------------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$330,000 to a current noteholder.  The Company is obligated to pay
interest on the New Note at an annualized rate of 8 percent
payable in quarterly installments commencing March 9, 2014.  As
with the Existing Notes, the Company is not permitted to prepay
the New Note without approval of the holders of at least a
majority of the aggregate principal amount of the Notes then
outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                       About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.67 million in total
assets, $31.59 million in total liabilities, and stockholders'
deficit of $29.92 million.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MONTREAL MAINE: Has Contract to Sell to Fortress for $14-Mil.
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an affiliate of Fortress Investment Group LLC signed
a contract to buy Montreal Maine & Atlantic Railway Ltd. for
$14.25 million in cash. The sale will occur in January, if the
court in Canada and the bankruptcy court in Bangor, Maine, go
along with the schedule.

According to the report, Montreal Maine is the railroad whose
runaway train killed 47 after derailing and burning in Lac-
Megantic, Quebec in July.  Bankruptcies ensued in Canada and the
U.S. in August. As required when railroads are in bankruptcy, a
trustee was appointed in the U.S. proceedings.

Trustee Robert J. Keach and his investment banker Peter Kaufman
from Gordian Group LLC sent offering materials to 20 prospective
buyers. They signed up Fortress's Railroad Acquisition Holdings
LLC to be the so-called stalking horse submitting the first bid of
$14.25 million at auction.

Keach wants the bankruptcy judge to schedule a hearing on Dec. 18
to approve auction and sale procedures.  The contract requires
approved sale procedures by Dec. 23.

The trustee wants competing bids submitted by Jan. 12, in advance
of an auction on Jan. 21.

The trustee will give buyers the opportunity to bid separately on
the U.S. and Canadian assets. The trustee and his counterpart in
Canada will decide if the best offer comes from selling the assets
together or separately.

                        About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel.  Development Specialists, Inc.,
serves as his financial advisor.  Gordian Group, LLC, serves as
the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, is seeking financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

The Hermon, Maine-based carrier is still working to create a
formal claims process for the families of the victims and other
claims holders.  The carrier will present a formal process to the
court for approval by Nov. 30, according to the filings, Bloomberg
News reported.


MOTORS LIQUIDATION: To Pay Special Excess Distribution to DTC
-------------------------------------------------------------
The Motors Liquidation Company GUC Trust previously announced
that, in accordance with the terms of the Settlement Agreement
entered into on Sept. 26, 2013, a special distribution of excess
distributable assets of the GUC Trust would be made on or about
Dec. 20, 2013, to the holders of record of units of beneficial
interest in the GUC Trust as of Dec. 16, 2013.  Pursuant to that
announcement, the GUC Trust intends to make payment of the Special
Excess Distribution to The Depository Trust Company on the Payment
Date.  The subsequent settlement and allocation process for the
Special Excess Distribution to beneficial owners of the GUC Trust
Units will occur in accordance with the rules and procedures of
the Financial Industry Regulatory Authority and of DTC and its
direct and indirect participants.

As announced by FINRA on Dec. 10, 2013, pursuant to FINRA Rule
11140, the ex-dividend date for the GUC Trust Units with respect
to the Special Excess Distribution will be Monday, Dec. 23, 2013.
As noted in FINRA's Notice to Members 00-54, Ex-Dividend Dates
(August 2000), an ex-dividend date is the date on or after which a
security is traded without the entitlement to a specific dividend
or distribution.  On Dec. 10, 2013, FINRA also announced that the
due bill redeemable date for the Special Excess Distribution will
be Thursday, Dec. 26, 2013.

Beneficial holders of interests in the GUC Trust Units may contact
their brokers with any questions concerning the applicable
timeframes contained in the Dec. 10, 2013, FINRA announcement.

                     About Motors Liquidation

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

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

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

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


MRS. WHEAT'S: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Mrs. Wheat's Fabulous Foods, Inc.
        2519 Agriculture Street
        New Orleans, LA 70122

Case No.: 13-13410

Chapter 11 Petition Date: December 13, 2013

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Hon. Jerry A. Brown

Debtor's Counsel: Michael H. Piper, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Blvd, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  Email: mpiper@steffeslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by James B. Wheat, president.

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


MUSCLEPHARM CORP: Board OKs New $5-Mil. Share Repurchase Program
----------------------------------------------------------------
MusclePharm Corporation's Board of Directors has approved a new 1
year, $5 million program to repurchase shares of MusclePharm's
common stock.

"We believe repurchasing our shares is a prudent use of our cash
and believe this initiative is consistent with the goal of
maximizing shareholder value," said Brad Pyatt, president and CEO.
"The new share repurchase program demonstrates our continued
confidence in MusclePharm's strategy to generate long-term
profitable growth and strong cash flow, and reflects our
commitment to delivering value to our shareholders."

Repurchases under MusclePharm's new program will be made in open
market or privately negotiated transactions in compliance with
Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934,
subject to market conditions, applicable legal requirements, and
other relevant factors.  This share repurchase plan does not
obligate the Company to acquire any particular amount of common
stock, and it may be suspended at any time at the Company's
discretion.

Separately, between Nov. 21, 2013, and Dec. 5, 2013, a number of
the Company's executives and board members purchased an aggregate
of 55,439 shares of the Company's common stock in open market
transactions at prices between $7.70 and $8.65 per share.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at Sept. 30, 2013, showed $41.54 million in total
assets, $18.87 million in total liabilities and $22.67 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NIB ASSOCIATES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: NIB Associates LLC
        48-05 Metropolitan Avenue
        Ridgewood, NY 11385

Case No.: 13-47409

Chapter 11 Petition Date: December 12, 2013

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

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Solomon Rosengarten, Esq.
                  1704 Avenue M
                  Brooklyn, NY 11230-5423
                  Tel: (718) 627-4460
                  Fax: (718) 627-4456
                  Email: VOKMA@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Isaac Mutzen, managing member.

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


OCZ TECHNOLOGY: Proposes Bonuses for Beating Offer From Toshiba
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that OCZ Technology Group Inc., a producer of solid-state
computer drives, is proposing to pay 13 executives as much as
$2.36 million in bonuses if the business is sold for double the
$35 million initial offer from Toshiba Corp.

According to the report, last week, OCZ filed papers setting up a
Jan. 8 hearing in U.S. Bankruptcy Court in Delaware for approval
of bonuses for the executives, including the chief executive and
chief financial officers.

If Toshiba buys the business for $35 million, there will be no
bonuses. If auction raises the price $5 million, the bonus pool
will be $1.275 million, rising to $1.7 million for a $15 million
price increase. If the purchase price is $35 million more than
Toshiba's initial offer, the bonus pool becomes $2.36 million.

The hearing to set auction and sale procedures will take place
Dec. 19. San Jose, California-based OCZ wants competing bids by
Jan. 9 and an auction on Jan. 13, with a hearing to approve a sale
by Jan. 21.

Tokyo-based Toshiba is financing the OCZ bankruptcy with a $21
million interim loan scheduled for increase to $23.5 million at
the Dec. 19 hearing. The proposed sale contract would permit
Toshiba to offset the financing it provides against the sale
price.

                             About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

Young Conaway Stargatt & Taylor represents the Debtors as counsel.
Mayer Brown LLP serves as the Debtors' special counsel.  Deutsche
Bank is the Debtors' investment banker.  The Hon. Peter J. Walsh
presides over the case.


OCZ TECHNOLOGY: Auction Terms Chill Bidding, Trustee Says
---------------------------------------------------------
Law360 reported that the U.S. Trustee's Office on Dec. 13 targeted
the auction procedures for OCZ Technology Group Inc.'s upcoming
bankruptcy sale, saying they contain conditions that serve only to
protect Toshiba Corp.'s $35 million stalking horse bid from rival
suitors.

According to the report, U.S. Trustee Roberta A. DeAngelis
contended Toshiba should not receive a breakup fee and be repaid
for expenses if another party trumps its offer because the tech
giant would have bid for OCZ even without those provisions in
place.  Toshiba is furnishing OCZ with a debtor-in-possession
loan.

                             About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

Young Conaway Stargatt & Taylor represents the Debtors as counsel.
Mayer Brown LLP serves as the Debtors' special counsel.  Deutsche
Bank is the Debtors' investment banker.  The Hon. Peter J. Walsh
presides over the case.


OKI JAPANESE: Soon to Reopen Under New Owner
--------------------------------------------
Etha Shrey of Valley Breeze reports that Oki Japanese Steakhouse,
a fixture on Mineral Spring Avenue for three decades before it
closed down in July, may soon reopen under new ownership.

The North Providence Town Council postponed a vote on a liquor
license transfer for the new owner of Oki's after the person
guiding the former restaurant through a bankruptcy-like
receivership process, Patricia Antonelli, requested a delay of a
public hearing on the transfer, according to Valley Breeze.

The report notes that Town Council President Kristen Catanzaro
said some issues arose between the purchaser and the receiver
regarding the transfer of the Class BV liquor license due to some
state tax issues, so those behind the restaurant will likely now
look for a new liquor license at the January Town Council meeting.

Hiromi "Gerry" Ichiba was the owner and president of Oki
Enterprises when it went into receivership over the summer, but
Yukio Oki is the name on the application from the new "Oki
Japanese Steakhouse Inc.," the report recalls.

Both the old business entity and the new one have a "doing
business as" name of Oki Japanese Steakhouse, Town Clerk Maryann
DeAngelus said, the report relays.

The report discloses that with Oki on the application for a liquor
license are Salvatore and Marie Esposito, owners of the building
at 1270 Mineral Spring Ave. where Oki's once operated.  The
Espositos, who are friends of Mayor Charles Lombardi, ran the
former vehicle identification number inspection station in town
before it was shut down, the report says.

Yukio Oki, of Lincoln, is the original owner of Oki Steakhouse,
according to Mayor Lombardi, and he at one point sold the business
to Ichiba.

Mayor Lombardi said that Oki and the Espositos have been
completing extensive renovations of the Oki's facility as they
prepare to reopen it, the report relates.


ORCHARD SUPPLY: $8M Tax Debt Spurs IRS Objection to Ch. 11 Plan
---------------------------------------------------------------
Law360 reported that the Internal Revenue Service threw a wrench
into the Chapter 11 reorganization plan of Orchard Supply Hardware
Stores Corp. on Dec. 13, telling the Delaware Bankruptcy Court it
objects to the plan because the company's financial future does
not guarantee payment of its $8 million tax debt.

According to the report, the IRS said the court should halt
Orchard Supply's proposed reorganization plan because the company
is months overdue on filing its latest tax return, leading to
uncertainty surrounding future tax payments.

                       About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16, 2013, to
facilitate a restructuring of the company's balance sheet and a
sale of its assets for $205 million in cash to Lowe's Companies,
Inc., absent higher and better offers.  In addition to the $205
million cash, Lowe's has agreed to assume payables owed to nearly
all of Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors appointed in case
has retained Pachulski Stang Ziehl & Jones LLP as counsel, and
Alvarez & Marsal as financial advisors.

Lowe's Cos. completed the $205 million acquisition of 72 of
Orchard Supply's 91 stores.

The Company changed its name to OSH 1 Liquidating Corporation and
reduced the size and simplified the structure of the Board of
Directors effective as of Aug. 20, 2013.


ORCO PROPERTY: Kingstown Slams CEO Ott, 31% Shareholder Vitek
-------------------------------------------------------------
Kingstown Capital Management, owner of 14 million shares or 12.5%
of the ordinary share capital of Orco Property Group, sent an open
letter to Orco's shareholders, saying, "We at Kingstown believe
that Jean-Francois Ott, Orco's CEO and Chairman, and Radovan
Vitek, who controls Czech Property Investments and 31% of Orco's
shares through various legal entities, are working together to
their mutual benefit but to the disadvantage of other
shareholders."

"We believe that OPG is the victim of their campaign to: (1) allow
Mr. Vitek to exercise control over OPG with only a minority share
position, (2) enable Mr. Vitek to strip assets out of OPG, and (3)
drive down the price of OPG to allow Mr. Vitek to purchase the
remainder of OPG at a bargain price at a later date."

Kingstown's letter points of examples of activity supporting those
suspicions.  A full-text copy of the open letter is available at:
http://is.gd/R3gpTX

                     About Orco Property Group

Orco Property Group SA -- http://www.orcogroup.com/-- is a
Luxembourg-based real estate company, specializing in the
development, rental and management of properties in Central and
Eastern Europe.  Through its fully consolidated subsidiaries,
Orco Property Group SA operates in several countries, including
the Czech Republic, Slovakia, Germany, Hungary, Poland, Croatia
and Russia.  The Company rents and manages real estate and hotels
properties composed of office buildings, apartments with
services, luxury hotels and hotel residences; it also develops
real estate projects as promoter.

                        Going Concern Doubt

As reported by the Troubled Company Reporter-Europe on April 15,
2013, Bloomberg News related that Deloitte commented on its audit
of Orco Property Group's 2012 financial statements.  According to
Bloomberg, Deloitte cited "existence of material uncertainties
that may cast significant doubt on the Group's ability to
continue as a going concern."


ORMET CORP: Interim Wind Down Plan Approved
-------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court issued a
third interim order approving Ormet's motion, pursuant to Sections
105, 363, 365 and 503(c) of the Bankruptcy Code, for an order (a)
approving an interim plan to wind down the Debtors' businesses and
protections for certain employees implementing the wind down, (b)
authorizing the Debtors to modify employee benefit plans
consistent with the wind down plan and (c) authorizing the Debtors
to take any and all actions necessary to implement the wind down
plan.

The order states," The Debtors have established sound business
justifications for further approval of the Interim Winddown Plan,
including compliance with the Budget. Further approval of the
Interim Winddown Plan and the consummation thereof at this time is
in the best interests of the Debtors, their creditor bodies and
their estates."

                         About Ormet Corp.

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

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

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

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

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

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

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


PALM TERRACE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Palm Terrace, LLC
        6324 N. Black Canyon Highway
        Phoenix, AZ 85017

Case No.: 13-21343

Chapter 11 Petition Date: December 13, 2013

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

Judge: Hon. George B. Nielsen Jr.

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16TH ST., #103
                  Phoenix, AZ 85020
                  Tel: 602-861-0777
                  Fax: 602-870-0296
                  Email: d.powell@cplawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mary L. Davila, authorized individual.

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


PEREGRINE FINANCIAL: Trustee Seeks to Return $41-Mil. to Clients
----------------------------------------------------------------
Tom Polansek, writing for Reuters, reported that Peregrine
Financial Group's bankruptcy trustee plans to return up to
$41 million to former customers of the failed futures brokerage in
the second payout since the firm collapsed 17 months ago.

According to the report, court-appointed trustee Ira Bodenstein is
seeking to return about 7 percent, or $27.5 million, to Peregrine
customers who traded on U.S. exchanges, according to court
filings. In the first payout last year, the group, which comprised
the bulk of the firm's clients, received back about 30 percent of
the money they had in accounts when Peregrine failed.

Clients who traded on foreign markets would get back about 45
percent more of their money, or $13.5 million, in the second
payout, court documents show, the report related.  They received
back about 40 percent of their missing money in the first payout
last year.

A hearing on the trustee's motion is set for December 18, the
report said.

"Just in time for the holidays, former customers of Peregrine
Financial are getting a long awaited stocking stuffer," said
Attain Capital Management, a trading firm that lost money when
Peregrine failed, in a blog post on its website, the report
further related.

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHYSIOTHERAPY HOLDINGS: Objections to Plan Confirmation Filed
-------------------------------------------------------------
BankruptcyData reported that multiple parties -- including General
Electric Capital, LifeBridge Investments, Water Street Funds, Wind
Point Funds, RBC Capital Markets, Royal Bank of Canada and
Jefferies Finance -- filed with the U.S. Bankruptcy Court separate
objections to Physiotherapy Holdings' Joint Prepackaged Plan of
Reorganization.

Water Street Funds and Wind Point Funds explain, "Pursuant to the
Plan, all of the Directors and Officers, as well as other
individual and entities listed in Exhibit C to the Disclosure
Statement, are singled out from other general unsecured creditors
in Class 5 and instead treated as Class 8 claimants to the extent
they are entitled to exculpation or have indemnification rights
(whether under common law, statute or contract) or contribution
claims against the Debtors, Court Square and certain other
individuals and entities. The treatment of Class 8 claims under
the Plan is improper and makes the Plan unconfirmable. Moreover,
if the Plan were to be approved in its current form, it is likely
to have a significant adverse financial impact on Water Street and
Wind Point. That is because to the extent the limited amount of
director and officer liability insurance purchased by the Debtors
is unavailable or inadequate to provide for payment of their
defense costs, the Directors and certain former Officers almost
certainly will seek indemnification from Water Street and/or Wind
Point if the Debtors, Court Square and others are successful in
their improper attempt to shield themselves from indemnification,
contribution, setoff, recoupment and other claims of Class 8
creditors. It is for these reasons, among others, that pursuant to
the Plan Procedures Order, the Objectors submit this Objection."

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-12965) on Nov. 12, 2013.  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at Kirkland & Ellis LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.


POSITIVEID CORP: Talks About M-Band at SmallCapVoice Interview
--------------------------------------------------------------
Chairman and CEO of PositiveID, Bill Caragol, had an audio
interview with SmallCapVoice.com, Inc., on Dec. 10, 2013.  Mr.
Cagarol talked about the M-BAND System and provided an update on
the Department of Homeland Security's BioWatch next generation
program.

"[W]e're very proud of our team and what we've been able to
accomplish with continuing the development of M-BAND and
Firefly... [W]e think we're very well poised for early 2014 in
being able to bring some of these important plans to fruition..."

The audio transcript is available for free at http://is.gd/UXdb8z

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at Sept. 30, 2013, showed $2.09
million in total assets, $7.18 million in total liabilities and a
$5.09 million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


PREFERRED PROPPANTS: Cut by S&P to 'D' on Missed Interest Payment
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings,
including its corporate credit rating, on Preferred Proppants LLC
to 'D' from 'CCC' and removed all ratings from CreditWatch, where
they were placed with negative implications on Oct. 17, 2013.  S&P
has also lowered its issue ratings on Preferred Proppants' senior
secured bank loans.  S&P's '3' recovery rating on the bank loans
indicates its expectation for substantial (50%-70%) recovery.

Preferred Proppants indicated that it did not make its quarterly
interest and principal payment after reaching a forbearance
agreement with its lenders in its third quarter.  The company is
privately held and the terms of the forbearance agreement are not
public.  The company had weak liquidity and had been faced with
covenant constraints that S&P attributed to high leverage and
weaker-than-expected performance as competition in the hydraulic
fracturing sand and proppant industry has intensified.

"It is our understanding that the company is generating sufficient
cash flow to fund operations while it continues ongoing
discussions with its lending group on a restructuring plan," said
Standard & Poor's credit analyst Megan Johnston Rand.

Radnor, Pa.-based Preferred Proppants provides natural sands and
coated sands, primarily to the oil and gas industry.


QUALITY STORES: Asks High Court to Affirm $1-Mil. Tax Refund
------------------------------------------------------------
Law360 reported that in a U.S. Supreme Court case closely watched
by tax attorneys, Quality Stores Inc. recently took opening shots
at the Internal Revenue Service, saying the bankrupt company
deserved a $1 million tax refund because severance payments to
involuntarily terminated workers aren't taxable under federal law.

According to the report, the agricultural retailer argues in a
brief filed that supplemental unemployment compensation benefits,
called SUB payments, are not considered wages under the Revenue
Code, citing its long string of victories on the issue that have
led to the high.

                       About Quality Stores

Based in Muskegon, Michigan, Quality Stores Inc. is a specialty
retailer of farm and agriculture-related merchandise.

On Oct. 22, 2001, the Company was sent to bankruptcy after a group
of holders of the 10-5/8% senior notes filed an involuntary
petition before the U.S. Bankruptcy Court for the Western District
of Michigan, in Grand Rapids.  Under laws relating to an
involuntary bankruptcy filing, the Company is permitted to operate
its business in the ordinary course, unless the Court orders
otherwise.


REAL ESTATE HOLDINGS: Case Summary & 17 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Real Estate Holdings One, L.L.C.
        24654 N Lake Pleasant Pkwy, #103-555
        Peoria, AZ 85383

Case No.: 13-21269

Chapter 11 Petition Date: December 12, 2013

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

Judge: Hon. Sarah Sharer Curley

Debtor's Counsel: Harold 2 Campbell, Esq.
                  CAMPBELL & COOMBS, P.C.
                  1811 S. Alma School Rd. Ste. 225
                  Mesa, AZ 85210
                  Tel: 480-839-4828
                  Fax: 480-897-1461
                  Email: heciii@haroldcampbell.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rex B. Allen, managing member.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb13-21269.pdf


RES-CARE INC: S&P Raises CCR to 'BB-' & Removes Rating from Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Louisville, Ky.-based Res-Care Inc., including the corporate
credit rating, which S&P raised to 'BB-' from 'B+'.  S&P removed
all ratings from CreditWatch, where it placed them with positive
implications Nov. 26, 2013.  The outlook is stable.  S&P's
recovery ratings are unchanged.

"We based our upgrade primarily on a reassessment of Res-Care's
financial sponsor ownership on the company's credit risk profile.
Our assessment of the company's financial risk profile remains
"aggressive", due to sponsor ownership that exceeds 80%," said
credit analyst Tahira Wright.  "We note that credit measures are
very strong for the aggressive category, with leverage that will
range between 2.5x and 3x.  Further, we believe sponsors are
likely to retain this leverage level and expect the sponsor will
relinquish control over the intermediate term.  Our criteria has
revised the constraints on sponsor-owned companies, and we now
view the company's credit metrics more favorably than similarly
rated peers.  We continue to assess the company's business risk as
weak primarily supported by the company's large exposure to
government funding which is subject to possible cuts."

S&P's stable rating outlook on Res-Care Inc. reflects its
expectations that the company's growth initiatives will offset
ongoing business pressures, resulting in continued modest EBITDA
growth.  S&P expects credit measures to remain strong for the
rating.

S&P would consider a lower rating if it believed leverage would
rise over 4.0x.  Based on already low credit measures, the company
would need to incur more than $200 million in incremental debt
without associated EBITDA.  Alternatively, unanticipated budget
cuts from multiple government sources contributing to a decline in
EBITDA margins of more than 200 basis points would also result in
leverage above 4.0x.  Based on sizeable revolver capacity and
ample covenant cushions, S&P expects the company's adequate
liquidity assessment to remain intact despite operating weakness.

S&P could raise its ratings if it believes Res-Care's sponsor
engages in an exit strategy that reduces its stake in the company
below 80% without adding debt to Res-Care's balance sheet, and S&P
believes the company will sustain leverage below 4.0x.  A higher
rating predicated on an improved business risk profile would be
unlikely given the company's significant exposure to government
reimbursement.


RESIDENTIAL CAPITAL: Court Confirms Second Amended Ch. 11 Plan
--------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York confirmed the Joint Chapter 11 Plan co-
proposed by Residential Capital, LLC, and its debtor affiliates,
and the Official Committee of Unsecured Creditors, after
determining that the Plan satisfies confirmation requirements
under the Bankruptcy Code.

Judge Glenn confirmed the Plan and approved all accompanying
settlements between the Debtors and creditors, including the
global settlement with parent Ally Financial Inc. under which AFI
agreed to fund the Plan with $2.1 billion.  Other settlements
incorporated in the Plan include settlements with the trustees of
residential mortgage-backed securities issued by the Debtors,
holder of monoline claims, holders of private securities claims,
holders of senior unsecured note claims, and the Federal Housing
Finance Agency.

The Plan confirmation order came after the Plan Proponents settled
the remaining hurdle to their emergence from bankruptcy, which was
their dispute with certain holders of junior secured notes.  The
JSN Settlement, which was incorporated in the Second Amended Plan,
gives the JSNs an indefeasible and irrevocable distribution
without offset or recoupment of any kind in the amount of
$1,247,506,575, in cash, in full and final satisfaction and
release of the Junior Secured Notes Claims, which amount
represents $2,222,506,575 of principal, interest, and fees owing
as of the Petition Date, plus $125,000,000 in settlement of all
claims for postpetition interest and unpaid fees and other charges
under the JSN Documents less $1,100,000,000 previously paid under
the PayDown Orders.

Nearly all creditors that voted on the Plan (95.7%) voted to
accept the Plan.  As a result of the JSN Settlement, approximately
$2,109,142,830 of Junior Secured Notes Claims voted in favor of
the Second Amended Plan, which represents 100% of voting Junior
Secured Noteholders and approximately 95% of all Junior Secured
Notes Claims, according to a notice filed in Court.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the junior noteholders were in a position where settlement
made sense because the bankruptcy judge tentatively ruled last
month that they were several hundred million dollars short in
collateral value before reaching a threshold where they would be
entitled to post-bankruptcy interest.

Prior to the entry of the confirmation order, the Plan Proponents
further revised the Second Amended Joint Chapter 11 Plan, to
include amended Schedules 5, 6, and 7 of the Plan, comprising the
Excluded Assets.

"Excluded Assets" means (i) those noneconomic "residual" interests
in various means real estate mortgage investment conduits as
defined in section 860D(a) of the Tax Code ("REMICs") and an
interest in a passive foreign investment company held by a Debtor,
(ii) those interests in owner trusts, entities, or other financing
or securitization entities held by a Debtor, (iii) common land
which is owned by a Debtor, and (iv) home equity lines of credit
having no outstanding balances.

The Revised Second Amended Plan provides that any person, other
than a person that is a member of the Ad Hoc Group of Junior
Secured Noteholders or a Junior Secured Noteholder, in each case
that is also a Consenting JSN, that is a former, present or future
parent, affiliate, member, member firm, associated entity,
shareholder, principal, limited partner, equity investor, or
managed entity of a Consenting Claimant or a Junior Secured
Noteholder that is a Consenting JSN, in each case solely in
their capacities as such, will be the recipient of, but will not
itself grant to any other Person, the release provided for in the
Plan.

All objections to the confirmation of the Plan to the extent not
yet resolved or withdrawn were overruled.  The limited objection
of Wachovia Bank and Wachovia Bank of Delaware to the Plan
confirmation has been withdrawn with prejudice.  WFBNA will be
deemed to have consented to confirmation of the Plan.  The Plan
Proponents, Liquidating Trust and the Liquidating Trustee, on the
one hand, and WFBNA, on the other hand, reserve all of their
rights with respect to the claims filed by WFBNA in the Chapter 11
Cases.

Mr. Rochelle said the $1.1 billion in third-lien 9.625 percent
secured notes due in 2015 traded at 4:02 p.m. on Dec. 11 for
110.938 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The bonds sold for almost 120 cents in August.  The $473.4 million
of ResCap senior unsecured notes due in April 2013 last traded on
Dec. 9 for 36.875 cents on the dollar, a 57 percent increase since
Dec. 19, 2012, according to Trace.

A full-text copy of Judge Glenn's Plan Confirmation Order dated
Dec. 11, 2013, is available for free at:

          http://bankrupt.com/misc/RESCAPplanord1211.pdf

A full-text copy of the findings of fact accompanying the Plan
Confirmation Order is available for free at:

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

A full-text copy of the Revised Second Amended Plan, dated
Dec. 6, 2013, is available for free at:

           http://bankrupt.com/misc/RESCAPplan1206.pdf

The Plan Proponents also filed a complete assumption schedule
constituting Exhibit 1 of the Plan Supplement, a full-text copy of
which is available for free at:

           http://bankrupt.com/misc/RESCAPplanex11206.pdf

The Plan Proponents also revised Exhibit 13 (Liquidating Trust
Causes of Action) and Exhibit 15 (Borrower-related Causes of
Action) to the Plan Supplement.  Full-text copies of Exhibits 13
and 15 are available at:

           http://bankrupt.com/misc/RESCAPplan13151206.pdf

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Seeks to Establish Disputed Claims Reserve
---------------------------------------------------------------
Residential Capital and the Official Committee of Unsecured
Creditors ask the U.S. Bankruptcy Court for the Southern District
of New York for an order establishing a disputed claims reserve
for disputed claims in Classes R-4 (ResCap Unsecured Claims), GS-4
(GMACM Unsecured Claims), and RS-4 (RFC Unsecured Claims) in
connection with distributions to be made under the Second Amended
Joint Chapter 11 Plan.

Under the Plan, the Liquidating Trust will be established for the
purposes of winding down the Debtors' estates and making
distributions to creditors.  Holders of Unsecured Claims (with
certain limited exceptions) will receive Units in the Liquidating
Trust, which will entitle the holders thereof to Cash
distributions after the payment of all senior claims.

Because a number of the Unsecured Claims classified in Classes
R-4 (ResCap Unsecured Claims), GS-4 (GMACM Unsecured Claims), and
RS-4 (RFC Unsecured Claims) under the Plan will be Disputed as of
the Effective Date, the Plan provides that the Plan Proponents
will establish the Disputed Claims Reserve.  The Disputed Claims
Reserve will hold Units in reserve for these disputed Unsecured
Claims so that, following the Effective Date, the Liquidating
Trust can make distributions to holders of Unsecured Claims that
are Allowed.

By this Motion, the Plan Proponents seek to establish the Disputed
Claims Reserve based on an estimate of Disputed Class 4 Claims in
the amount of $380.3 million.  The Plan Proponents believe that
the requested reserve is conservative and will ensure that holders
of Disputed Class 4 Claims will receive the treatment under the
Plan to which they are entitled if and when their claims are
Allowed.  The Plan Proponents also believe that the actual Allowed
amounts of the Disputed Class 4 Claims will be far lower than the
amount being reserved.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Eskanoses' $265-Mil. Claim Disallowed
----------------------------------------------------------
Judge Martin Glenn sustained the Debtors' objection and expunged
Claim No. 19 filed by Bari B. Eskanos and Ami B. Eskanos, holding
that although the Claimants' reply to the Debtors' objection
exceeds 300 pages of so-called evidence, most of that "evidence"
consists of a 215-page list of accusations against myriad non-
debtors as well as two debtor affiliates.  These accusations,
according to Judge Glenn, are mostly irrelevant to the Debtors and
do not support the Claimants' proof of claim.

The Claim, which relates to litigation involving real property
located in Florida, assert that the Debtors owe the Eskanos
$264,500,000 for bank fraud, mail fraud, wire fraud, debt
collection violations, and civil conspiracy.

A full-text copy of Judge Glenn's memorandum opinion and order
dated Dec. 5, 2013, is available at:

        http://bankrupt.com/misc/RESCAP60111205.pdf

Appearances were made by Jordan A. Wishnew, Esq., at MORRISON &
FOERSTER, for the Debtors, and BARRY B. ESKANOS AND AMI B.
ESKANOS, appearing pro se.

                     About Residential Capital

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

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

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

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

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

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

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

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


RESIDENTIAL CAPITAL: Kramer Levin Represents Creditor's Committee
-----------------------------------------------------------------
On December 12, 2013, Bankruptcy Judge Martin Glenn of the U.S.
Bankruptcy Court for the Southern District of New York confirmed
the Joint Chapter 11 Plan proposed by Residential Capital and the
Creditors' Committee.  Confirmation of the Plan brought the
largest chapter 11 case filed in 2012 to a successful conclusion
after only 19 months.

Kramer Levin Naftalis & Frankel LLP represented the Creditors'
Committee as co-proponent of the Plan.  The Creditors' Committee
was also represented by the investment banking firm of Moelis &
Company and AlixPartners, as financial advisors.  The foundation
of the Plan is a $2.1 billion contribution from ResCap's parent
company, Ally Financial, Inc. and a global settlement agreed to
among the wide range of creditors involved in one of the most
complex bankruptcies in history.  The Kramer Levin team was led by
Kenneth H. Eckstein, partner and co-chair of the firm's Corporate
Restructuring and Bankruptcy Department.  Jared Dermont led the
team for Moelis & Company, and Alan Holtz led the team for
AlixPartners.  The Plan is expected to go effective within 14
days.

John S. Dubel, CEO of Financial Guaranty Insurance Company and
co-chair of the Creditors' Committee said, "the Creditors'
Committee is proud of the global settlement it was able to achieve
in the case and looks forward to the Plan becoming effective
before year end."

ResCap is a wholly owned subsidiary of AFI that originated and/or
serviced over 2.4 million domestic residential mortgage loans with
a value of approximately $374 billion, making it one of the
country's largest residential mortgage loan companies.  On May 14,
2012, ResCap filed for bankruptcy with assets and liabilities in
excess of $15 billion, making it the largest bankruptcy case filed
in 2012.  At the outset of the case, AFI agreed to pay ResCap $750
million in exchange for a full release of its own liability
associated with ResCap's mortgage business.

From the outset of these cases, the Creditor's Committee
spearheaded a comprehensive investigation of causes of action
against AFI that resulted in AFI increasing its settlement payment
from $750 million to $2.1 billion.  This, in turn, permitted a
global settlement of a vast array of claims arising from ResCap's
role as a leading originator and servicer of residential mortgages
and issuer of residential mortgage-backed securities, a business
that collapsed in the financial crisis of 2008, creating billions
of dollars in losses and lawsuits against ResCap and its parent
company, AFI.  As lead counsel to the Creditor's Committee, Kramer
Levin led the Creditors' Committee's investigation and played a
pivotal role in constructing and bringing the global settlement to
fruition.

A Kramer Levin litigation team worked with a forensic team from
AlixPartners to investigate related-party transactions between
ResCap and AFI, and bankruptcy, corporate, and litigation teams
from Kramer Levin, Moelis, and Alix handled a wide range of
transactional, litigation and bankruptcy matters on behalf of the
Creditors' Committee in the case.  The advisors for the Creditors'
Committee worked alongside Morrison & Foerster, Centerview
Partners and FTI Consulting, legal and financial advisors to
ResCap.

Following five months of mediation under the direction of
Bankruptcy Judge James Peck, in May 2013, ResCap, the Creditors'
Committee, AFI, and certain other key creditor constituencies
reached an agreement on the terms of a settlement that resolved a
wide range of disputes and set the stage for a largely consensual
plan confirmation process.  The cornerstone of the settlement was
AFI's agreement to nearly triple its original proposed plan
contribution from $750 million to $2.1 billion -- substantially
increasing expected recoveries by all ResCap creditors.
Mr. Eckstein noted that "Judge Peck played a remarkable role in
mediating a global settlement in this complex and hotly contested
case and all parties are grateful for his tireless efforts in
seeing this case to a successful conclusion."

In addition to Mr. Eckstein, other significant members of the
Kramer Levin teams include Corporate Restructuring partners
Douglas Mannal, Philip Bentley and P. Bradley O'Neill; and
Litigation partners Gregory A. Horowitz, Philip S. Kaufman, Norman
C. Simon, and Jeffrey S. Trachtman.

The Creditors' Committee members are AIG Asset Management (U.S.),
LLC, Allstate Life Insurance Company, The Bank of New York Mellon
Trust Company, N.A., Deutsche Bank Trust Company Americas,
Financial Guaranty Insurance Company, MBIA Insurance Corporation,
Rowena L. Drennen, U.S. Bank National Association, and Wilmington
Trust, N.A. John Dubel of Financial Guaranty Insurance Company and
Wilmington Trust N.A. served as Co-Chairs of the Creditors'
Committee.  The Debtors consist of Residential Capital, LLC and 50
of its subsidiaries, including primary operating subsidiaries
Residential Funding Company, LLC and GMAC Mortgage LLC.

"While there were numerous parties litigating for recoveries from
ResCap and AFI, we saw an opportunity to avoid continued
litigation, to maximize creditor recoveries, and to achieve
closure through a mediated resolution of this hotly contested
bankruptcy," said Mr. Eckstein.  "We are gratified that the global
settlement and plan provide an excellent resolution for all
parties involved and provide a model for consensually resolving
future complex cases."

Mr. Eckstein, who was recently named a fellow of the American
College of Bankruptcy, serves as co-chair of Kramer Levin Naftalis
& Frankel's 45-attorney Corporate Restructuring and Bankruptcy
Department.  He has played a prominent role in many of the largest
and most complex Chapter 11 cases and out of court workouts,
including the bankruptcies of General Motors, Chrysler, Dewey
LeBoeuf, Washington Mutual, General Maritime, Saint Vincent's
Catholic Medical Centers, Bally Total Fitness, Adelphia, Owens
Corning, and Dow Corning.

Kramer Levin's Corporate Restructuring and Bankruptcy Department
was named one of Law360's "Top Practice Groups of 2012," one of
only five bankruptcy practice firms selected for this honor.  The
firm also plays a leading role in the Detroit bankruptcy case, the
Patriot Coal bankruptcy case and in several significant shipping
company and hospital restructurings both in and out of bankruptcy.

Kramer Levin Naftalis & Frankel LLP -- http://www.kramerlevin.com
-- is a premier, full-service law firm with offices in New York,
Silicon Valley and Paris.  Firm lawyers are leading practitioners
in their respective fields.  The firm represents Global 1000 and
emerging growth companies, institutions and individuals, across a
broad range of industries.

                    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).


REST ASSURED SLEEP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Rest Assured Sleep Centers, LLC
        10113 Balsam Poplar Place
        Bowie, MD 20721

Case No.: 13-30928

Chapter 11 Petition Date: December 13, 2013

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Hon. Thomas J. Catliota

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  THE LAW OFFICES OF RICHARD B. ROSENBLATT
                  30 Courthouse Square Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  Email: rbrbankruptcy@gmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jumoke Akinnagbe, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb13-30928.pdf


RFS CORP: Reorganized Company Loses $37-Mil. Tax Refund Bid
-----------------------------------------------------------
Law360 reported that the U.S. Court of Federal Claims ruled on
Dec. 11 that Reorganized RFS Corp. isn't entitled to the more than
$37 million in tax refunds it claimed it was owed during its
bankruptcy proceedings, because it sought the refunds over a
decade too late.

According to the report, reorganized RFS had argued that a
provision in the Internal Revenue Code allowed it to file amended
tax returns featuring "special estimated tax payments" that
accounted for money the company had neglected to deduct when it
filed its original tax returns.


RICEBRAN TECHNOLOGIES: Amends 1.7 Million Shares Prospectus
-----------------------------------------------------------
Ricebran Technologies filed an amendment to its registration
statement with the U.S. Securities and Exchange Commission
relating to the offering of 1,750,000 shares of its common stock,
no par value per share, together with warrants to purchase
1,750,000 shares of the Company's common stock.

One share of common stock is being sold together with a warrant,
with each warrant being immediately exercisable for one share of
common stock at an exercise price of $____ per share and will
expire 60 months after the issuance date.

The Company's common stock is currently traded on the OTCQB
Marketplace, operated by OTC Markets Group, under the symbol
"RIBT".  The Company has applied to list its common stock and
warrants on The NASDAQ Capital Market under the symbols "RIBT" and
"RIBTW", respectively.  No assurance can be given that the
Company's application will be approved.  On Dec. 10, 2013, the
last reported sales price for the Company's common stock was $6.00
per share.

On Nov. 13, 2013, the Company effected a one-for-200 reverse split
on its issued and outstanding shares of its common stock.  All
warrant, option, share and per share information in this
prospectus gives retroactive effect to the one-for-200 reverse
split.

A copy of the amended prospectus is available for free at:

                       http://is.gd/O5pteD

                          About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

As reported in the TCR on April 15, 2013, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about RiceBran
Technologies' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$204.4 million at Dec. 31, 2012.  "Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."

The Company's balance sheet at Sept. 30, 2013, showed $41.82
million in total assets, $38.16 million in total liabilities,
$7.86 million in temporary equity and a $4.22 million total
deficit attributable to the Company's shareholders.


RISA MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RISA Management Corp.
        1400 Old Country Road, Suite 109
        Westbury, NY 11590

Case No.: 13-76206

Chapter 11 Petition Date: December 12, 2013

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

Judge: Hon. Alan S Trust

Debtor's Counsel: Scott R Schneider, Esq.
                  117 Broadway
                  Hicksville, NY 11801
                  Tel: (516) 433-1555
                  Fax: (516) 433-1511
                  Email: scottsch@optonline.net

Total Assets: $2.86 million

Total Liabilities: $4.53 million

The petition was signed by Savi Prashad, owner/president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb13-76206.pdf


ROSETTA RESOURCES: S&P Raises CCR to 'BB-' & Removes from Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Houston-based exploration and production company
(E&P) Rosetta Resources Inc. (Rosetta) to 'BB-' from 'B+' and
removed it from CreditWatch, where S&P placed it with positive
implications on Nov. 26, 2013.  The outlook is stable.

S&P also raised the issue-level rating on Rosetta's senior
unsecured debt to 'BB-' from 'B+' and removed it from CreditWatch
with positive implications.  The '4' recovery rating on this debt
is unchanged.

"The stable outlook reflects our view that Rosetta will continue
to benefit from its liquids-related production and that its
capital spending program will result in further development of its
proved reserves," said Standard & Poor's credit analyst Marc
Bromberg.  "Under our base case scenario, we expect that Rosetta
will maintain credit protection measures consistent with current
ratings, with FFO to debt near 40% over the next 12 months."

S&P could lower the rating if Rosetta's credit measures weakened,
such that FFO to debt were sustained below the 30% level, which
could result from production well below S&P's expectations or a
change in financial policy that results in accelerated capital
spending or debt-financed acquisitions.

An upgrade will depend on Rosetta's ability to increase reserves
and production, potentially through development of its Eagle Ford
and Permian acreage.  Given Rosetta's high proportion of
undeveloped reserves and its small size and scale relative to 'BB'
rated peers that typically average more than 300 million barrels
of oil equivalent, S&P considers an upgrade unlikely in the near
term.


RP CROWN: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Scottsdale, Ariz.-based RP Crown Parent
LLC.  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue-level rating on the
company's $1.45 billion term loan due 2018 and its $100 million
revolving credit facility due 2017.  The '2' recovery rating
indicates S&P's expectation for substantial recovery (70% to 90%)
in the event of payment default.  S&P also affirmed its 'CCC+'
issue-level rating on the company's $650 million second lien-term
loan due 2019.  The '6' recovery rating indicates S&P's
expectation for negligible recovery (0% to 10%) in the event of
payment default.

"The ratings on JDA reflect its 'highly leveraged' financial risk
profile, with leverage that we expect to be in the mid-8x area at
year-end 2013 (excluding pro-forma adjustments for expected but
unrealized synergies), and its 'fair' business risk profile,
derived from its narrow product focus, its competitive market
segment, and the near-term risk associated with its cost saving
and offshoring initiatives," said Standard & Poor's credit analyst
Christian Frank.

Despite its credit metrics that are currently worse than expected
and negative free operating cash flow (FOCF) due to a material
decline in license sales, S&P's ratings and outlook remain
unchanged since it believes that cost savings are likely to result
in somewhat lower leverage of about 8x, and about break-even FOCF
in fiscal 2014, along with prospects for further deleveraging and
positive FOCF in fiscal 2015.  S&P views some of the 2013 issues
as one time and transitional in nature, due to the large merger
that closed late last year.

The stable outlook reflects S&P's view that JDA's market position
and recurring revenue base will support stable revenues in 2014
and that cost savings will drive modest deleveraging.

Although unlikely in the near term, S&P could raise the rating if
the company delivers sustained growth in license sales and a lower
cost structure, resulting in leverage in the low-to-mid 6x area
without material adjustments for one-time expenses.

S&P could lower the rating if license sales decline further due to
macroeconomic pressures or if cost reductions cause business
disruption, precluding or delaying the somewhat improved credit
metrics that S&P anticipates over the next few quarters or if
these factors result in sustained negative FOCF.


RUE21 INC: Bank Debt Trades at 17% Off
--------------------------------------
Participations in a syndicated loan under which Rue21 Inc. is a
borrower traded in the secondary market at 82.70 cents-on-the-
dollar during the week ended Friday, Dec. 13, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.45
percentage points from the previous week, The Journal relates.
Rue21 Inc. pays 475 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Sept. 30, 2020 and carries
Moody's B3 rating and Standard & Poor's N.R. rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

As reported in the Troubled Company Reporter on Oct. 11, 2013,
Standard & Poor's Ratings Services said it assigned a 'CCC' issue-
level rating to rue21 inc.'s $250 million senior unsecured notes
with a '6' recovery rating.  The '6' recovery rating indicates
S&P's expectation of negligible (0% to 10%) recovery of principal
in the event of a payment default.  Rhodes Merger Sub Inc. is the
issuer of these notes.


SIGN SPEC: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sign Spec, Inc.
           dba SSI Creative Group
        20 East Clementon Road, Suite 203 N
        Gibbsboro, NJ 08026

Case No.: 13-37051

Chapter 11 Petition Date: December 13, 2013

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

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Ira Deiches, Esq.
                  DEICHES & FERSCHMANN
                  25 Wilkins Ave.
                  Haddonfield, NJ 08033
                  Tel: (856) 428-9696
                  Fax: (856) 795-6983
                  Email: ideiches@deicheslaw.com

Total Assets: $2.15 million

Total Liabilities: $4.71 million

The petition was signed by Charles Jacques, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-37051.pdf


SIMMONS FOODS: S&P Raises CCR to 'B-' on Refinancing
----------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Siloam,
Springs, Ark.-based Simmons Foods Inc., including the corporate
credit rating to 'B-' from 'CCC+'.  The outlook is stable.

At the same time, S&P raised its issue-level ratings on the
company's $265 million second-lien notes maturing 2017 to 'CCC'
from 'CCC-' (two notches below the corporate credit rating) with
an unchanged recovery rating of '6', indicating S&P's expectations
for negligible (0%-10%) recovery in the event of a payment
default.  These notes will be upsized to $315 million following
the successful completion of the company's $50 million add-on
offering announced.

S&P estimates the pro forma ratio of debt to EBITDA is about 4.6x
compared with a ratio of 4.5x for the 12 months ended Sept 30,
2013, and project this ratio will improve to 4.3x by year end 2013
and below 4x in 2014.

"The upgrade and stable outlook reflects our belief that the
company will maintain its improved operating performance in 2014,
steadily improve its free cash flow generation and credit
measures, and maintain adequate liquidity, following this largely
leverage-neutral refinancing," said Standard & Poor's credit
analyst Chris Johnson.


SMART & FINAL: S&P Affirms 'B' CCR Over Term Loan Amendment
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Commerce, Calif.-based discount food
retailer Smart & Final Holdings Corp.  The outlook is stable.

At the same time, S&P affirmed its 'BB-' issue-level rating (two
notches above the corporate credit rating) on the company's
$150 million asset- based lending (ABL) revolving credit facility.
The recovery rating on the ABL revolver remains unchanged at '1',
indicating very high (90-100%) expectations of recovery for
lenders in the event of default.

S&P also affirmed its 'B' issue-level rating (the same as the
corporate credit rating) on the first-lien term loan (to be
upsized to $716 million with the proposed transaction).  S&P is
revising its recovery rating on the company's first-lien term loan
to '4' from '3'.  The '4' recovery rating indicates S&P's
expectation for an average (30%-50%) recovery for lenders in the
event of default.  The lower recovery rating reflects a decline in
the recovery estimate for the first-lien term loan lenders because
of the increased tranche size.

S&P expects to withdraw its existing 'CCC+' issue-level ratings on
the company's second-lien term loan once the loan is repaid.

"The rating affirmation on Smart & Final follows the company's
plans to increase its first-lien term loan and use the proceeds to
refinance the second-lien debt," said credit analyst Samantha
Stone.  "In our view, the proposed transaction does not materially
change the company's credit metrics because the transaction is
leverage neutral and funds from operations (FFO) will only
modestly benefit from the lower interest expense."

The stable outlook reflects S&P's view that credit measures will
continue to improve over the next 12 months from higher sales
driving EBITDA growth, given the company's low-price position.
S&P expects the company will maintain sufficient liquidity for
operating needs while pursuing its growth initiatives with
internal cash flow.  S&P expects debt leverage will decline to
around 5.0x in 2014, FFO to total debt to remain in the low teens
percentage area, and EBITDA interest coverage to be around 3.4x.

                         Downside scenario

S&P could consider a downgrade if the company cannot meet its
expectations for operating performance and positive credit metric
trends reverse such that leverage increases above 6x with no
prospects for improving.  This could occur, for example, if sales
are flat or modestly declines from S&P's 2013 expectations,
perhaps due to increased competition, underperformance of new
stores, and margins contract by around 300 basis points (bps).
S&P could also lower the rating if the company undertakes a debt-
financed dividend.

                          Upside scenario

Although less likely over the near term, S&P could consider an
upgrade if the company reduces debt and its operating performance
exceeds its expectations such that leverage decreases to below 5x
on a sustained basis.  This could occur, for example, if revenues
increase by roughly 10% and EBITDA margin increases 100 bps from
our 2013 expected levels.  However, S&P would need to be confident
that the company's private equity ownership would allow for
sustained credit ratio improvement.


SOLAR POWER: Director Stephen Kircher Quits
-------------------------------------------
Mr. Stephen C. Kircher resigned from the board of directors of
Solar Power, Inc., effective on Dec. 5, 2013.

To the knowledge of the Company, Mr. Kircher had no disagreements
with the Company on any matter relating to the Company's
operations, policies or practices.  There are no severance terms,
deferred compensation or other financial arrangements between Mr.
Kircher and the Company.  Mr. Kircher will continue as an employee
with the Company.

                          About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $132.92 million in total
assets, $119.71 million in total liabilities and $13.20 million in
total stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


STEEL CITY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Steel City, LLC
        118 S. Main Street
        Wauconda, IL 60084

Case No.: 13-47562

Chapter 11 Petition Date: December 12, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Donald R. Cassling

Debtor's Counsel: John S Biallas, Esq.
                  JOHN S. BIALLAS, ATTORNEY AT LAW
                  3N918 Sunrise Lane
                  St Charles, IL 60174
                  Tel: 630 513-7878
                  Fax: 630 513-7880
                  Email: jsb70@comcast.net

Total Assets: $4.23 million

Total Liabilities: $6.03 million

The petition was signed by Michael Schwartz, co-manager.

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


STOCKTON, CA: Plan Slated for Confirmation in March
---------------------------------------------------
The City of Stockton, California, has scheduled a confirmation
hearing in March for its proposed plan for the adjustment of
debts.

Following a hearing on Nov. 18, the bankruptcy judge approved the
disclosure statement dated Nov. 15, 2013, and ordered that:

    -- The City will serve solicitation packages to parties
entitled to vote on the Plan not later than Dec. 13, 2013;

    -- The deadline by which holders of impaired claims must vote
to accept or reject the Plan will be Feb. 10, 2014, at 4:30 p.m.
Pacific time.

    -- The City will file the plan supplement no later than
Jan. 27, 2014.

    -- The deadline by which the City may file its memorandum in
support of the Plan will be Jan. 27, 2014.

    -- The deadline by which any party may serve and file a timely
objection to the confirmation of the Plan will be Feb. 10, 2014.

    -- Any responsive pleadings to any objection to confirmation
will be filed no later than Feb. 24, 2014.

    -- The hearing on the confirmation of the Plan will commence
on March 5, 2014, at 9:30 a.m.

Objections to confirmation must be served on these parties:

   i. John M. Leubberke, City Attorney's Office, 425 N. El Dorado
Street, 2nd Floor, Stockton, CA 95202,
John.Luebberke@stocktongov.com ;

  ii. Marc A. Levinson, Orrick, Herrington & Sutcliffe LLP, 400
Capitol Mall, Suite 3000, Sacramento, CA 95814-4497,
malevinson@orrick.com (counsel to the City);

iii. Steven H. Felderstein, Felderstein, Fitzgerald, Willoughby &
Pascuzzi LLP, 400 Capitol Mall, Suite 1750, Sacramento, CA 95814,
SFelderstein@ffwplaw.com (counsel to the Retirees Committee);

  iv. Debra A. Dandeneau, Weil, Gotshal & Manges LLP, 767 Fifth
Avenue, New York, NY 10153, Debra.dandeneau@weil.com (counsel to
NPFG);

   v. Jeffrey E. Bjork, Sidley Austin LLP, 555 West 5th Street,
Los Angeles, CA 90013, jbjork@sidley.com (counsel to Assured
Guaranty);

  vi. David Dubrow, Arent Fox LLP, 1675 Broadway, New York, NY
10019-5820, david.dubrow@arentfox.com (counsel to Ambac);

vii. James O. Johnston, Jones Day, 555 South Flower Street,
Fiftieth Floor, Los Angeles, CA 90071, jjohnston@jonesday.com
(counsel to Franklin);

viii. William K. Kannel, Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., One Financial Center, Boston, MA 02111,
wkannel@mintz.com (counsel to the indenture trustee); and

  ix. Michael J. Gearin, K&L Gates LLP, 925 Fourth Avenue, Suite
2900, Seattle, WA 98104, michael.gearin@klgates (counsel to
CalPERS).

                           Modified Plan

Stockton filed its First Amended Plan for the Adjustment of Debts
on Nov. 15, 2013, and a Modified Disclosure Statement on Nov. 21.

Holders of general unsecured claims (Class 12), including retiree
health benefit claimants, will be paid a percentage of their
claims equal to the unsecured claim payout percentage (unless the
amount of the retiree health benefit claims changes, that
percentage will be equal to 0.93578% (i.e., $5,100,000 divided by
$545,000,000) or such other amount as is determined by the
Bankruptcy Court before confirmation of the Plan to constitute a
pro-rata payment on such other general unsecured claims.
According to the City, that is all it can afford to pay and still
maintain even a bare minimum level of City services.

Retirees who are receiving a CalPERS pension but no health
benefits from the City will not be affected by the Plan.  Retirees
who are receiving a CalPERS pension plus health benefits will have
their health benefits eliminated.

Current employees of the City have also agreed to forego health
benefits in retirement, which, along with changes in compensation,
results in the loss of their retirement "spike" and reduces their
post-employment benefits by 30% to 50%.  The loss of retiree
health benefits is a substantial concession of approximately
$1 billion that has already been agreed to without compensation
for this loss.  In addition, most current employees hired before
Jan. 1, 2013, have also agreed to a 7% to 30% reduction in
pensionable compensation, which will reduce their future CalPERS
pension from what it otherwise would have been.

A copy of the Modified Disclosure Statement is available at:

        http://bankrupt.com/misc/cityofstockton.doc1215.pdf

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


TELESAT HOLDINGS: S&P Raises CCR to 'BB-' and Removes From Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Canada-based satellite services provider Telesat Holdings Inc. and
its related entities (collectively Telesat), including its long-
term corporate credit rating to 'BB-' from 'B+'.  At the same
time, Standard & Poor's removed the ratings from CreditWatch,
where they had been placed with positive implications Nov. 26,
2013.  The outlook is stable.

S&P also raised all related issue-level ratings on the company's
debt one-notch in conjunction with the upgrade.  The recovery
ratings on the company's debt issues are unchanged.

At Sept. 30, 2013, Telesat had C$3.34 billion of debt outstanding.

"The upgrade primarily reflects our reassessment of Telesat's
business risk profile to strong from satisfactory based on the
relative strength of the company's profit margins and low
volatility of profitability within the broader telecom and cable
industry," said Standard & Poor's credit analyst Madhav Hari.

S&P's strong business risk profile on Telesat is supported by its
positive view of the fixed satellite services (FSS) industry; the
company's position as the fourth-largest player in the
US$10 billion-plus fixed FSS market and as a dominant provider of
satellite capacity in Canada; solid revenue visibility given long-
term contracts with well-established direct-to-home broadcast
customers; healthy capacity utilization of its satellites; a
relatively young fleet of in-orbit satellites; strong operating
margins; and the industry's relatively high barriers to entry.

These favorable credit factors are tempered, S&P believes, by
Telesat's relatively greater degree of customer and geographic
concentration, limited satellite breadth, and the potentially high
capital expenditures required to support the company's growth
strategy.

Telesat is an international satellite operating company that
provides broadcast, telecommunications, and carrier services, with
a dominant position in the Canadian market.  In North America, the
company owns and operates nine revenue-generating satellites and
has rights to the Canadian payload on the ViaSat-1 satellite
launched in late-2011.  Internationally, Telesat operates five
owned FSS satellites.  The company also manages several satellites
on behalf of other operators and provides consulting services to
other operators, governments, insurers, and satellite
manufacturers.

The stable outlook reflects Standard & Poor's view that Telesat's
C$5 billion backlog of contracted revenue offers good visibility
for revenue and EBITDA for the next couple of years.  S&P also
expects discretionary cash flow generation to improve given a more
moderate pipeline of satellite launches compared with previous
years.  Although S&P acknowledges the company's ability to
deleverage given improving cash generation, the ratings on the
company are constrained owing to Telesat's ownership structure and
future financial policy considerations.  Although an upgrade is
less likely in the near term because of Telesat's ownership
structure and still-high level of debt in relation to cash flow,
S&P could consider upgrading the company if it can demonstrate a
commitment (entailing the adoption of a more conservative
financial policy) to sustain an adjusted debt-to-EBITDA ratio at
the mid-4x area while posting modest revenue growth and sustaining
its profitability.

Should the company adopt more aggressive growth plans or if the
business degrades owing to customer losses/satellite failures,
which could increase in the adjusted debt-to-EBITDA ratio to the
7x area on a sustained basis, S&P could consider downgrading
Telesat.


TESORO LOGISTICS: S&P Affirms BB- Rating on $350MM Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' issue-level
rating and '4' recovery rating on Tesoro Logistics L.P. and Tesoro
Logistics Finance Corp.'s $350 million 5.875% senior unsecured
notes due 2020 are unchanged after the partnership announced its
proposal to issue a $250 million add-on to the notes.  The notes
will total $600 million.

The recovery rating of '4' indicates S&P's expectation of average
(30% to 50%) recovery if a payment default occurs.  The
partnership intends to use net proceeds to repay $250 million
outstanding under its revolving credit facility, which they used
to partly fund the $650 million acquisition of the Los Angeles
logistics assets from Tesoro Refining & Marketing Co. LLC, a
subsidiary of parent Tesoro Corp., on Dec. 6, 2013.

San Antonio-based Tesoro Logistics is a midstream energy
partnership that gathers, transports, and stores crude oil and
distributes, transports, and stores refined products.  S&P's
corporate credit rating on Tesoro Logistics is 'BB-', and the
outlook is stable.

Ratings List

Tesoro Logistics LP
Corporate credit rating                   BB-/Stable/--

Tesoro Logistics LP
Tesoro Logistics Finance Corp.
$600 mil. sr secd notes due 2020          BB-
   Recovery rating                         4


TEXAS COMMUNITY BANK: Shuttered, FDIC Tapped as Receiver
--------------------------------------------------------
Texas Community Bank, National Association, The Woodlands, Texas,
was closed Friday by the Office of the Comptroller of the
Currency, which appointed the Federal Deposit Insurance
Corporation (FDIC) as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Spirit
of Texas Bank, SSB, College Station, Texas, to assume all of the
deposits of Texas Community Bank, National Association.

The two branches of Texas Community Bank, National Association
will reopen as branches of Spirit of Texas Bank, SSB during their
normal business hours.  Depositors of Texas Community Bank,
National Association will automatically become depositors of
Spirit of Texas Bank, SSB.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship in order to retain their deposit insurance
coverage up to applicable limits.  Customers of Texas Community
Bank, National Association should continue to use their existing
branch until they receive notice from Spirit of Texas Bank, SSB
that it has completed systems changes to allow other Spirit of
Texas Bank, SSB branches to process their accounts as well.

Depositors of Texas Community Bank, National Association can
access their money by writing checks or using ATM or debit cards.
Checks drawn on the bank will continue to be processed.  Loan
customers should continue to make their payments as usual.

As of September 30, 2013, Texas Community Bank, National
Association had approximately $160.1 million in total assets and
$142.6 million in total deposits.  In addition to assuming all of
the deposits of the failed bank, Spirit of Texas Bank, SSB agreed
to purchase approximately $147.9 million of the failed bank's
assets.  The FDIC will retain the remaining assets for later
disposition.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-405-8028. The phone number will be
operational this evening until 9:00 p.m., Central Standard Time
(CST); on Saturday from 9:00 a.m. to 6:00 p.m., CST; on Sunday
from noon to 6:00 p.m., CST; on Monday from 8 a.m. to 8 p.m., CST;
and thereafter from 9:00 a.m. to 5:00 p.m., CST. Interested
parties also can visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/texascomm.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $10.8 million.  Compared to other alternatives,
Spirit of Texas Bank, SSB's acquisition was the least costly
resolution for the FDIC's DIF. Texas Community Bank, National
Association is the 24th FDIC-insured institution to fail in the
nation this year, and the second in Texas.  The last FDIC-insured
institution closed in the state was First National Bank, Edinburg,
on September 13, 2013.


THELEN LLP: NY Appeals Court Will Hear Fee Dispute with Seyfarth
----------------------------------------------------------------
Law360 reported that the New York State Court of Appeals on
Dec. 12 said it would review questions raised by the Second
Circuit connected to the Thelen LLP liquidating trustee's bid to
recover fees earned by former partners from cases they brought to
Seyfarth Shaw LLP when Thelen dissolved.

According to the report, in November, a three-judge panel on the
Second Circuit declined to rule on a bid by Thelen liquidating
trustee Yann Geron to overturn a decision barring him from
recovering fees the former partners made from work that began at
Thelen.

                        About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bi-coastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


THOMAS PROPERTIES: CalSTRS Approves Proposed Merger with Parkway
----------------------------------------------------------------
On Sept. 4, 2013, Parkway Properties, Inc., Parkway Properties LP,
PKY Masters, LP, Thomas Properties Group, Inc., and Thomas
Properties Group, L.P., entered into a definitive Agreement and
Plan of Merger, pursuant to which, among other things, TPGI would
merge with and into Parkway with Parkway surviving the merger.
The completion of the Merger is subject to customary closing
conditions, including the receipt of certain third-party consents.
One of those consents is the consent of TPGI's indirect partner in
a joint venture, California State Teachers' Retirement System,
that owns five properties in Austin, Texas.

On Dec. 6, 2013, a subsidiary of TPGI that is a member of the
Austin JV entered into a letter agreement with CalSTRS, which was
agreed and consented to by Parkway, Parkway LP, TPGI, and TPG LP.
The letter agreement provides for the consent of CalSTRS to the
mergers and related transactions, including the transfer to
Parkway of the management of certain properties that are owned by
subsidiaries of the Austin JV, subject to the agreement of the
TPGI Member to make certain amendments to the Austin JV's
operating agreement and to the management and leasing agreements
for the Austin JV's properties and certain other conditions.  The
parties have agreed to amend the Austin JV's operating agreement
to, among other things:

   * Change the timing and procedures applicable to sales of the
     Austin JV's properties to (i) require unanimous approval of
     the members for any sale during the first four months after
     closing of the mergers, (ii) permit the management committee
     of the Austin JV to initiate sales of a portion of the Austin
     JV's properties during the remainder of the first year
     following the closing of the mergers, subject to providing a
     right of first offer to the TPGI Member, and (iii) accelerate
     the date when a non-defaulting member of the joint venture
     may initiate a forced sale of the Austin JV's properties from
     Sept. 17, 2015, to the earlier of the first anniversary of
     the consummation of the mergers and the date on which a
     deadlock of the management committee representatives of the
     Austin JV occurs; and

   * Reconstitute the management committee of the Austin JV to
     consist of five representatives, three of whom will be
     appointed by CalSTRS and two of whom will be appointed by the
     TPGI Member, and require only majority approval of the
     management committee in lieu of unanimous approval for
     certain actions.

In addition to the amendments to the Austin JV's operating
agreement, CalSTRS and TPG LP, on behalf of themselves and their
affiliates, also agreed to enter into a mutual release of all
claims and liabilities, known or unknown, that any of them may
have related to or arising, prior to the consummation of the
mergers, under the operating agreement of another joint venture
between the parties or related to such joint venture's
liquidation, or under the Austin JV's operating agreement or
otherwise related to the Austin JV, subject to certain exceptions.

The amendments to the operating agreement and the mutual release
will be effective upon the consummation of the mergers.

                  About Thomas Properties Group

Thomas Properties Group, Inc., is a full-service real estate
company that owns, acquires, develops and manages primarily
office, as well as mixed-use and residential properties on a
nationwide basis.  The company's primary areas of focus are the
acquisition and ownership of premier properties, both on a
consolidated basis and through its strategic joint ventures,
property development and redevelopment, and property management
and leasing activities.  For more information about Thomas
Properties Group, Inc., please visit www.tpgre.com.

The Company's balance sheet at Sept. 30, 2013, showed $1.12
billion in total assets, $773.33 million in total liabilities and
$355.92 million in total equity.


TLO LLC: Judge Overrules Objections to $154-Mil. Bankruptcy Sale
----------------------------------------------------------------
Law360 reported that a Florida bankruptcy judge on Dec. 13
approved the $154 million sale of data solutions company TLO LLC
to TransUnion Acquisition Corp. despite objections from competing
bidders including a Warburg Pincus LLC unit.

According to the report, U.S. Bankruptcy Judge Paul G. Hyman
signed off on the sale and overruled objections from a LexisNexis
Group and WPTLO Acquisition Corp., an affiliate of private equity
firm Warburg Pincus, both of whom said that the debtor abruptly
shut down bidding prematurely.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TOYS R US: 2016 Bank Debt Trades at 7% Off
------------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 93.05 cents-on-the-
dollar during the week ended Friday, Dec. 13, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.20
percentage points from the previous week, The Journal relates.
Toys R Us pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 17, 2016 and carries
Moody's B2 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TOYS R US: 2019 Bank Debt Trades at 3% Off
------------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 96.75 cents-on-the-
dollar during the week ended Friday, Dec. 13, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.40
percentage points from the previous week, The Journal relates.
Toys R Us pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 25, 2019 and carries
Moody's B3 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TRONOX INC: Kerr-McGee's Spinoff Ruled Intentional Fraud
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Kerr-McGee Corp. spun off Tronox Inc. in March
2006, the transaction was a fraudulent transfer with actual intent
to hinder and delay creditors, U.S. Bankruptcy Judge Allan L.
Gropper ruled in a 166-page opinion on Dec. 12.

According to the report, Judge Gropper will decide in another few
months whether the damages Kerr-McGee must pay will be $14.2
billion or $5.15 billion, or somewhere in between.

Not long after the spinoff, Kerr-McGee was acquired by Anadarko
Petroleum Corp., which was a defendant in the suit until May 2012
when Gropper dismissed the complaint as to the company.

Tronox filed for Chapter 11 protection in January 2009 and
confirmed a reorganization plan in November 2010 creating the
trust that pursued the lawsuit on behalf of creditors. The lawsuit
started in May 2009.

The suit alleged that Kerr-McGee accumulated "massive"
environmental and retiree liabilities during 70 years in business.
To shed actual and contingent debt, Kerr-McGee first transferred
what the complaint called "clean" businesses into a new company,
leaving behind what would be known as Tronox.

The leftovers were spun off as Tronox, so valuable oil and gas
properties soon acquired by Anadarko wouldn't be liable for
environmental claims.

Judge Gropper said the creditors showed "by clear and convincing
evidence" that Kerr-McGee acted "with actual intent to hinder or
delay creditors" when they cleansed the energy assets and made
them more attractive for Anadarko. The defendants, he said,
"wholly failed to rebut the evidence."

Judge Gropper called the amount of damages "the most complex issue
in the case." Under Section 502(h) of the Bankruptcy Code, Kerr-
McGee will have a claim in the Tronox bankruptcy for what it pays
back for the fraudulent transfers.

Kerr-McGee's claim will have the effect of diluting recovery by
other creditors. In 30 days, Kerr-McGee must file papers
explaining why the damages should be $5.15 billion. A month later,
the creditors will file papers lobbying for $14.17 billion in
damages.

"We vehemently disagree with the judge's memorandum of opinion,
and we fully expect to pursue every avenue available to us through
the appellate process to protect the interests of our
stakeholders," Anadarko said on the its website.

Originally, Kerr-McGee admitted in writing that Judge Gropper had
the right to enter a final judgment. When the question of a
bankruptcy judge's power over a fraudulent transfer claim came to
the forefront in a case before the U.S. Supreme Court, Kerr-McGee
tried to retract consent.

Explicit consent or not, Judge Gropper ruled that he has the
constitutional power to make a final ruling because Kerr-McGee
filed a claim for billions of dollars in the Tronox bankruptcy.

On appeal, Kerr-McGee can argue that the suit should have been
blocked by the so-called safe harbor in Section 546(e) of the
Bankruptcy Code, which bars suing to recover a "settlement
payment" made as part of a transaction in securities.

Judge Gropper said the defendants waived the argument by not
raising it soon enough. Even if not waived, Gropper said the
defense didn't apply because there were no transfers of securities
underlying the lawsuit.

Judge Gropper said that Tronox "began to struggle almost
immediately after the spinoff. From the beginning, it could fund
"significantly less" in legacy liabilities than Oklahoma City-
based Kerr-McGee had been paying, he said.

The spinoff could be fraudulent, Judge Gropper said, even if the
underlying facts were disclosed publicly.

In addition to ruling that the spinoff was a fraudulent transfer,
Judge Gropper concluded Tronox was insolvent and undercapitalized,
and that transfers weren't made for "reasonably equivalent value."

One of the biggest beneficiaries of the ruling will be the U.S.
government, a party in the suit alongside Tronox creditors.
Tronox said that 88 percent of the recovery will go to trusts and
governmental entities to clean up polluted sites. The other 12
percent is for a separate trust to compensate individuals for
injuries resulting from pollution.

Tronox said there is an Internal Revenue Service ruling allowing
the company to take tax deductions equal to amounts paid out by
the trusts.

The government is a Tronox creditor on account of environmental
cleanup claims.

Judge Gropper's decision was the culmination of a 34-day trial
with 28 live witnesses and written testimony from 40 others. The
last papers were filed in February.

The lawsuit is Tronox Inc. v. Anadarko Petroleum Corp. (In re
Tronox Inc.), 09-1198, U.S. Bankruptcy Court, Southern District
New York (Manhattan).

                          About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


TXU CORP: 2014 Bank Debt Trades at 29% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 71.33 cents-on-the-
dollar during the week ended Friday, Dec. 13, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.57
percentage points from the previous week, The Journal relates. TXU
Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.


TXU CORP: 2017 Bank Debt Trades at 30% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 69.77 cents-on-the-
dollar during the week ended Friday, Dec. 13, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.18
percentage points from the previous week, The Journal relates.
TXU Corp. pays 450 basis points above LIBOR to borrow under the
facility. The bank loan matures on Oct. 10, 2017 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.


UNITEK GLOBAL: Director Elected at Annual Meeting
-------------------------------------------------
UniTek Global Services, Inc., held its 2013 Annual Meeting of
Stockholders on Dec. 5, 2013, at which the stockholderss:

   (1) elected Robert S. Stott as director;

   (2) approved on an advisory basis the compensation of the
       Company's named executive officers;

   (3) approved the 2013 Omnibus Equity Compensation Plan; and

   (4) ratified the appointment of Grant Thornton LLP as the
       Company's independent registered public accounting firm for
       fiscal year 2013.

Under the Plan, the Company may issue equity-based awards to
employees, non-employee directors, consultants and advisors who
perform services for the Company and its subsidiaries.  The Plan
provides for the issuance of a maximum of 2,958,617 shares of the
Company's common stock, consisting of (i) 2,500,000 new shares of
common stock, plus (ii) 229,282 shares of common stock subject to
outstanding grants under the Company's 2009 Omnibus Securities
Plan as of the date of the 2013 Annual Meeting, plus (iii) 229,335
shares of common stock remaining available for issuance under the
2009 Omnibus Securities Plan but not subject to previously
exercised, vested or paid grants as of the date of the 2013 Annual
Meeting.

                   About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

Unitek incurred a net loss of $77.73 million in 2012, as compared
with a net loss of $9.13 million in 2011.  The Company's balance
sheet at Sept. 28, 2013, showed $325.58 million in total assets,
$289.17 million in total liabilities and $36.41 million in total
stockholders' equity.

                         Bankruptcy Warning

As of Dec. 31, 2012, the Company's total indebtedness, including
capital lease obligations, was approximately $170 million.  This
amount has increased to approximately $210 million as of Aug. 9,
2013, including amounts borrowed to cash collateralize letters of
credit.  The Company's current debt also bears interest at rates
significantly higher than historical periods.  The Company said
its substantial indebtedness could have important consequences to
its stockholders.  It will require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness, thereby reducing the availability of the
Company's cash flow to fund acquisitions, working capital, capital
expenditures and other general corporate purposes.

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the 2012 annual report.

                           *     *     *

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


VALWOOD ACRES: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: Valwood Acres, LLC
           fka T Courtyards at Cockrell Housing, LLC
        1603 LBJ Freeway, Suite 800
        Dallas, TX 75234

Case No.: 13-36410

Chapter 11 Petition Date: December 13, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Hudson M. Jobe, Esq.
                  QUILLING, SELANDER, LOWNDS, ET AL
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201
                  Tel: (214) 871-2100
                  Fax: (214) 871-2111
                  Email: hjobe@qslwm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,001 to $1 million

The petition was signed by Steven Shelley, vice president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb13-36410.pdf


VELTI INC: Hires Deloitte FAS as Financial Advisor
--------------------------------------------------
Velti, Inc. and its debtor-affiliates ask for permission from the
U.S. Bankruptcy Court for the District of Delaware to employ
Deloitte Financial Advisory Services LLP as financial advisor,
nunc pro tunc to Nov. 4, 2013.

The Debtors require Deloitte FAS to:

   (a) assist the Debtors' management with collection or other
       disposition of accounts receivable owed by customers of the
       Debtors;

   (b) advise the Debtors in connection with their communications
       and negotiations with their lender and other major
       creditors, as well as other parties as requested by the
       Debtors and agreed to by Deloitte FAS;

   (c) assist the Debtors as needed in their deliberations over
       financial, operational and strategic restructuring
       alternatives and understanding their business and financial
       impact; and

   (d) other services as requested by the Debtors' boards or
       management, and agreed to by Deloitte FAS.

Certain firms around the world, including Deloitte LLP, an
affiliate of Deloitte FAS, are members of Deloitte Touche Tohmatsu
Limited, a U.K. company limited by guaranty.  In connection with
the pre-petition performance of the services under the Engagement
Letter, Deloitte FAS used the personnel of certain non-US member
firms of DTTL or their affiliates from Greece and the U.K.
Deloitte FAS does not anticipate using the services of such DTTL
Member Firms after the Petition Date; however, it is expected that
the DTTL Member Firm in the U.K. will engage separately with the
Debtors' non-debtor affiliate in the U.K.

Deloitte FAS and the Debtors have agreed that Deloitte FAS will
charge the Debtors these hourly rates:

       Partner, Principal                $695
       Director                          $575
       Senior Vice President             $495
       Vice President                    $435
       Senior Consultant                 $375
       Consultant                        $325
       Others including
         paraprofessionals               $125

Deloitte FAS will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In the 90 days preceding the Petition Date, the Debtors paid
Deloitte FAS $825,000 for professional services rendered pursuant
to the Engagement Letter.  As of the Petition date, no amounts
were outstanding with respect to invoices issued by Deloitte FAS
prior to this date.

Craig M. Boucher, director of Deloitte FAS, 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.

Deloitte FAS can be reached at:

       Craig M. Boucher
       DELOITTE FINANCIAL ADVISORY SERVICES LLP
       1750 Tysons Blvd.
       McLean, VA 22102-4219
       Tel: 202-370-2219
       E-mail: crboucher@deloitte.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: Creditors' Panel Hires Asgaard Capital as Advisor
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Velti, Inc. and
its debtor-affiliates seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Asgaard Capital LLC
as financial advisor to the Committee, nunc pro tunc to Nov. 13,
2013.

The Committee requires Asgaard Capital to:

   (a) review and evaluate the assets and liabilities of the
       Debtors;

   (b) assess the Debtors' existing operations;

   (c) analyze the financial and operating statements of the
       Debtors;

   (d) analyze the business plans, budgets, forecasts and other
       information provided by the Debtors or their advisors;

   (e) provide such specific valuation or other financial analyses
       as the Committee may require in connection with its
       discussions with the Debtors;

   (f) develop, review, assess and propose options the Debtors may
       pursue, including, but not limited to, plans and efforts to
       sell assets, recapitalize or reorganize the Debtors or
       restructure its operations or financial obligations;

   (g) help counsel to and the Committee develop strategic and
       tactical plans to help maximize recoveries for the
       unsecured creditors, including assisting in negotiations
       with the Debtors, their counsel and advisors, or the
       stalking horse lender and DIP lender and their counsel
       and advisors;

   (h) provide testimony in court, on behalf of the Committee, if
       necessary or as reasonably requested by counsel;

   (i) assist and advise the Committee in examining and analyzing
       any potential or proposed strategy for a transaction,
       including, where appropriate, assisting the Committee in
       developing its own strategy for accomplishing a
       transaction;

   (j) assist and advise the Committee in evaluating and analyzing
       the proposed implementation of any transaction;
   (k) assist the Committee in developing, or responding to, any
       plan with respect to the Debtors; and

   (l) provide such other financial advisory services as may from
       time to time be reasonably requested by the Committee or
       counsel during the term of this engagement.

Asgaard Capital will be paid at these hourly rates:

       Charles C. Reardon                $750
       Managing Director               $625-$695
       Director or Senior VP           $500-$550
       Associates and Analysts         $250-$400

Asgaard Capital will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Charles C. Reardon, senior managing director of Asgaard Capital,
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. 16, 2013, at 4:00 p.m.

Asgaard Capital can be reached at:

       Charles C. Reardon
       ASGAARD CAPITAL LLC
       1934 Old Gallows Road, Ste 350
       Vienna, VA 22182
       Tel: (703) 752-6252
       Fax: (703) 752-6201

                       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: Creditors' Panel Taps McGuireWoods LLP as Lead Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Velti, Inc. and
its debtor-affiliates seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain McGuireWoods LLP as
lead counsel to the Committee, nunc pro tunc to Nov. 12, 2013.

McGuireWoods LLP will render these services, among others, as
directed by the Committee:

   (a) advise the Committee with respect to its rights, powers and
       duties in these cases;

   (b) assist, advise and represent the Committee in analyzing the
       Debtors' assets and liabilities, investigating the extent
       and validity of liens and participating in and reviewing
       any proposed asset sales or dispositions;

   (c) attend meetings and negotiate with representatives of the
       Debtors and secured creditors;

   (d) assist and advise the Committee in connection with any
       proposed sale of the Debtors' assets;

   (e) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (f) assist the Committee in the review, analysis and
       negotiation of any disclosure statement or any plan of
       reorganization that may be filed;

   (g) assist the Committee in the review, analysis and
       negotiation of any financing or funding agreements;

   (h) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in these cases;

   (i) take all necessary actions to protect and preserve the
       interests of the Committee;

   (j) prepare and file on behalf of the Committee all necessary
       motions, applications, answers, orders and papers in
       support of any position taken by the Committee;

   (k) appear before this Court, the Appellate Courts and any
       other courts, in which matters may be heard and to protect
       the interests of the Committee before such courts; and

   (l) perform any such legal services that may be required to
       protect the interests of the Committee in accordance with
       the Committees' powers and duties pursuant to the
       Bankruptcy Code.

Current customary hourly rates of McGuireWoods LLP for the
individuals expected to participate in this case range from $360
to $775 for attorneys.

McGuireWoods LLP will also be reimbursed for reasonable out-of-
pocket expenses incurred.

David I. Swan, partner of McGuireWoods LLP, 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. 16, 2013, at 4:00 p.m.

McGuireWoods LLP can be reached at:

       David I. Swan, Esq.
       MCGUIREWOODS LLP
       1750 Tysons Boulevard, Suite 1800
       Tysons Corner, VA 22102-4215
       Tel: (703) 712-5365
       Fax: (703) 712-5246

                       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: Creditors' Panel Hires Morris Nichols as Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Velti, Inc. and
its debtor-affiliates seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Morris, Nichols,
Arsht & Tunnell LLP as Delaware co-counsel to the Committee, nunc
pro tunc to Nov. 12, 2013.

The Committee anticipates that Morris Nichols may, in coordination
with McGuireWoods, render these services in the Debtors' Chapter
11 cases:

   (a) advise the Committee with respect to its rights, duties,
       and powers in these cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of these cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and in negotiating with such creditors;

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

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or their creditors concerning matters
       related to, among other things, the terms of a sale of the
       Debtors' assets, the Debtors' proposed post-petition
       financing, and any plan or plans of reorganization for the
       Debtors;

   (f) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in these cases;

   (g) assist and counsel the Committee with regard to its
       organization; the conduct of its business and meetings; the
       dissemination of information to its constituency; and such
       other matters as are reasonably deemed necessary to
       facilitate the administrative activities of the Committee;

   (h) attend the meetings of the Committee;

   (i) represent the Committee at all hearings and other
       proceedings;

   (j) review and analyze all applications, orders, statements of
       operations, and schedules filed with the Court and advise
       the Committee as to their propriety;

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

   (l) perform such other legal services as may be required and
       are deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code.

At the present time, Morris Nichols' current hourly rates range
between $250 per hour for the most junior associate to $820 per
hour for the most senior partner.  The following chart is
representative of Morris Nichols' current hourly rates for work of
this nature:

       Partners                          $515-$820
       Associates and Special Counsel    $250-$510
       Paraprofessionals                 $225-$285
       Case Clerks                         $140

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

Gregory W. Werkheiser, Esq., partner of Morris Nichols, 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. 16, 2013, at 4:00 p.m.

Morris Nichols can be reached at:

       Gregory W. Werkheiser, Esq.
       MORRIS, NICHOLS, ARSHT & TUNNELL LLP
       1201 North Market Street
       Wilmington, DE 19801
       Tel: (302) 658-9200
       Fax: (302) 658-3989
       E-mail: gwerkheiser@mnat.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.


VIGGLE INC: Partners with Scripps Networks
------------------------------------------
Scripps Networks Interactive has become the first programmer to
offer the Viggle social platform to all Scripps advertisers.
Viggle provides an interactive platform to create engagement with
entertainment content and targeted advertising through a loyalty
program that rewards users for watching television.  By working
together, Scripps will be able to offer its advertisers innovative
program enhancements and extensions, or mobile video inventory
targeted against programming.

Auto manufacturer Lexus, in association with Food Network's
"Restaurant Impossible," was the first participating advertiser.
Viggle users who checked in to "Restaurant Impossible" were able
to view Lexus advertisements tied to what was running on-air.
Lexus also had fixed placements on the "Restaurant Impossible"
show page in Viggle, which allowed users to look at Lexus models
while watching the show.  Coinciding with the night of Lexus' main
integration in the program, Viggle hosted a Lexus-sponsored Viggle
LIVE, allowing users to play along and answer trivia questions
about the show, as well as brand recall questions tied to the on-
air integration, all while earning points and rewards.

"We look forward to providing interactive and engaging experiences
that benefit Scripps advertising partners and viewers by way of
our entertainment rewards platform," said Greg Consiglio,
president and COO of Viggle.  "Based on previous success
partnering with other sales organizations, Viggle looks forward to
providing opportunities that not only benefit Scripps on-air and
digital partners but also engages viewers with popular interactive
programs.  For example, our real time trivia game, Viggle LIVE,
provides a perfect forum for reinforcing key messaging as
consumers use their devices during their favorite programs."

Ninety-four percent of Scripps Networks' C3 audience watches the
programming and commercials live.  Viggle extends that live
viewing experience with enhanced content and play-along
experiences that engage and reward consumers while creating new
opportunities for Scripps advertising partners.

"The Viggle platform offers an impressive new tool for our
advertisers to engage audiences who love our content," said Beth
Lawrence, executive vice president of digital ad sales, Scripps
Networks Interactive.  "The ability to target consumers across
screens becomes ever more important as viewers turn to their
mobile devices while watching television.  We are excited to be
able to offer this opportunity for our advertising partners to
reach consumers in a new way."

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$16.06 million in total assets, $36.26 million in total
liabilities, $36.83 million in series A convertible redeemable
preferred stock, and a $57.04 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WARNER MUSIC: Incurs $198 Million Net Loss in Fiscal 2013
---------------------------------------------------------
Warner Music Group Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to the Company $198 million on $2.87
billion of revenues for the fiscal year ended Sept. 30, 2013, as
compared with a net loss attributable to the Company of $112
million on $2.78 billion of revenues for the fiscal year ended
Sept. 30, 2012.

As of Sept. 30, 2013, the Company had $6.25 billion in total
assets, $5.50 billion in total liabilities and $743 million in
total equity.  As of Sept. 30, 2013, the company reported a cash
balance of $155 million, total long-term debt of $2.867 billion
and net debt (total long-term debt minus cash) of $2.712 billion.

"This was a year of significant accomplishment at Warner Music
Group," said Stephen Cooper, Warner Music Group's CEO.  "We
intensified our focus on signing and developing extraordinary
artists, we executed well on our digital strategy and we acquired
and have been successfully integrating Parlophone Label Group."

"We also significantly improved our financial flexibility over the
course of the fiscal year.  Even as we increased our borrowings in
order to finance the acquisition of Parlophone Label Group, we
lowered our annual interest expense through debt repayments and
refinancings of our debt," added Brian Roberts, Warner Music
Group's executive vice president and CFO.

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

                         http://is.gd/p2smxd

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

                           *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


WOLF MOUNTAIN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Wolf Mountain Products, L.L.C
        256 West Center Street
        Orem, UT 84057

Case No.: 13-33869

Chapter 11 Petition Date: December 12, 2013

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

Judge: Hon. Joel T. Marker

Debtor's Counsel: Anna W. Drake, Esq.
                  ANNA W. DRAKE, P.C.
                  175 South Main Street, Suite 300
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 413-1620
                  Email: annadrake@att.net

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Bryce J. Burns, manager.

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


YRC WORLDWIDE: Solus Has 9.6% of Total Equity as of Dec. 9
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Solus Alternative Asset Management LP, Solus
GP LLC and Christopher Pucillo disclosed that as of Dec. 9, 2013,
they beneficially owned 1,146,604 shares of common stock of YRC
Worldwide Inc. representing 9.57 percent of the shares
outstanding.  The reporting persons previously disclosed
beneficial ownership of 614,377 common shares or 5.32 percent
equity stake as of Nov. 29, 2013.  A copy of the regulatory filing
is available for free at http://is.gd/jvIER3

                         About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


Z TRIM HOLDINGS: Five Directors Elected at Annual Meeting
---------------------------------------------------------
At an annual meeting of shareholders of Z Trim Holdings, Inc.,
which was held on Dec. 9, 2013, the shareholders:

   1) elected Steven J. Cohen, Morris Garfinkle, Brian S. Israel,
      Mark Hershhorn, and Edward Smith III as directors of the
      Company to serve until the next Annual Meeting of
      Shareholders in 2013 or until their successors are elected
      and qualified;

   2) ratified the appointment of M&K CPAs, LLC, as the Company's
      independent registered accounting firm for the fiscal year
      2013;

   3) approved, on a non-binding advisory basis, the compensation
      of the Company's named executive officers; and

   4) approved, on a non-binding advisory basis, the holding of
      future advisory vote to approve the compensation of the
      Company's executive officers every three years.

                            About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings disclosed a net loss of $9.58 million in 2012
following a net loss of $6.94 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $4.98 million in total
assets, $1.02 million in total liabilities and $3.95 million in
total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.


ZACKY FARMS: Settles Again with Owners, Confirms Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that unsecured creditors of Zacky Farms LLC negotiated a
second settlement with members of the controlling Zacky family and
won approval of a liquidating Chapter 11 plan on Dec. 12 from the
U.S. Bankruptcy Court in Sacramento, California.

According to the report, disclosure materials approved in May told
unsecured creditors they stood to recover as little as 5 percent
or as much as 24 percent from the former vertically integrated
poultry producer.

The plan was the product of a sale in February where a Zacky
family trust eventually ended up buying back the business.  After
the sale, the bankrupt company changed its name to ZF in
Liquidation LLC.

The sale gave the business to the family trust for $2.9 million in
cash, the assumption of $500,000 in tax liabilities, and $9.9
million in notes. As part of a first settlement, the buyer gave
one note for $6.4 million to pay creditors who supplied goods
within 20 days of bankruptcy. The second note, for $3.5 million,
was for unsecured creditors.

Other family members including Richard Zacky had $23 million in
claims that the creditors were challenging. The second settlement
in October provides for dropping the claims and ensuring that the
family receives no more than $750,000 from the notes earmarked for
creditors. The family had supplied a $71 million loan before the
sale.

The disclosure statement showed as much as $32 million in
unsecured claims, including claim from Zacky family members.

If the Zacky claims were knocked out, the expected distribution
for unsecured creditors would range from 18 percent to 24 percent,
according to the disclosure statement. If the Zacky claims
remained, the distribution would have been 5 percent to 10
percent.

                          About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The Debtor disclosed
$72,233,554 in assets and $67,345,041 in liabilities as of the
Chapter 11 filing.

Kurtzman Carson Consultants LLC provides administrative
services and FTI Consulting, Inc., serves as the Debtor's Chief
Restructuring Officer.  Bankruptcy Judge Thomas Holman presides
over the case.  The petition was signed by Keith F. Cooper, the
Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.

Zacky Farms LLC received bankruptcy-court approval to sell its
assets to the Robert D. and Lillian D. Zacky Trust.  The Debtor
changed its name to ZF in Liquidation LLC following the assets
sale.

On June 27, 2013, ZF in Liquidation filed proposed Chapter 11 plan
that essentially provides for the Debtor to continue its wind-down
efforts after confirmation with administration to be handled by a
professional wind-down manager replacing Keith Cooper.  A copy of
the Plan is available for free at:

     http://bankrupt.com/misc/ZACKY_1stAmdPlanJun27.PDF


ZOGENIX INC: FDA Approves NDA for Sumavel DosePro
-------------------------------------------------
The U.S. Food and Drug Administration approved Zogenix, Inc.'s
supplemental New Drug Application for a 4 mg dose of Sumavel
DosePro (sumatriptan injection) Needle-free Delivery System.
Sumavel DosePro is also approved in a 6 mg dose for the treatment
of acute migraine and cluster headache.

Zogenix currently expects to launch the 4 mg dose of Sumavel
DosePro in approximately June 2014.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $54.63 million in total assets,
$68.52 million in total liabilities and a $13.88 million total
stockholders' deficit.


* BofA Asks Justices to Resolve Circ. Split on Ch. 7 Liens
----------------------------------------------------------
Law360 reported that Bank of America NA recently asked the U.S.
Supreme Court to prevent Chapter 7 debtors from completely nixing
junior mortgage liens when the senior lien exceeds the property's
value, claiming the Eleventh Circuit has ignored high court
precedent on the issue and jeopardized Chapter 7 bankruptcy
uniformity.

According to the report, in a petition for certiorari filed Dec.
9, BofA claims the Eleventh Circuit has renewed its policy of
allowing debtors to "strip off" junior liens when first mortgages
are undersecured, even though property values may rise in the
future.


* IRS Claim Against Debtor Could Be Time-Barred: 6th Circ.
----------------------------------------------------------
Law360 reported that a private debtor in a bankruptcy proceeding
might not have to pay hundreds of thousands of dollars in taxes
because the statute of limitations on the tax year had already run
out by the time the Internal Revenue Service filed its notice of
deficiency, the Sixth Circuit ruled on Dec. 12.

According to the report, the IRS says that Mark W. Winters owes
$226,142 to the federal government, arguing that the statute of
limitations on his 2004 taxes should be extended from three to six
years.

The appellate case is In re: Mark Winters, Case No. 13-8025 (6th
Cir.).


* Ninth Circuit Remains Tough on Judicial Estoppel
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in San Francisco explained
that its opinion in July on judicial estoppel doesn't require a
evidentiary hearing every time a bankrupt fails to list a lawsuit
on his or her schedules.

According to the report, in a case called Ah Quin v. County of
Kauai Department of Transportation, the Ninth Circuit in San
Francisco ruled that the presumption of deceit doesn't apply if
the bankrupt reopened the bankruptcy case to list a previously
undisclosed lawsuit.

In the new case decided Dec. 11, the bankrupt didn't amend her
bankruptcy schedules to list the lawsuit as an asset until the
defendant filed a motion to dismiss in district court on the basis
of judicial estoppel.

The district judge dismissed the suit based on court filings. The
bankrupt appealed unsuccessfully.

The bankrupt contended that Ah Quin requires taking evidence
whenever the bankrupt modifies schedules to list a previously
omitted claim. The opinion for the three-judge panel by Circuit
Judge Susan P. Graber rejected the argument.

She noted that the bankrupt in the new case presented no evidence
or explanation about failing to list the suit. Neither did she
seek reconsideration nor attempt to supplement the record.

In Ah Quin, by comparison, the bankrupt offered multiple
explanations for the omission. Those explanations, taken most
favorably to the bankrupt, might have formed the basis for finding
inadvertence and justified remand for further proceedings, Judge
Graber said.

The new case is Dzakula v. McHugh, 11-16404, U.S. Ninth Circuit
Court of Appeals (San Francisco).


* Banks Add $1.8-Bil. of Mortgage Debt as Volcker Rule Approved
---------------------------------------------------------------
Jody Shenn, writing for Bloomberg News, reported that Wall Street
dealers added $1.8 billion of speculative-grade U.S. home-loan
securities to their inventories as the Netherlands sold bonds to
five banks led by Bank of America Corp. and Goldman Sachs Group
Inc.

According to the report, trading data that includes the $5.1
billion auction by the Dutch government shows customers sold $5.5
billion of the debt to dealers, which in turn placed $3.7 billion
with customers, according to Trace, the transaction reporting
system of the Financial Industry Regulatory Authority. Bank of
America won $1.9 billion in the Dutch sale, with Goldman Sachs
getting $1.3 billion, according to a government statement.

The auction of mortgage securities acquired in the Dutch rescue of
ING Groep NV during the financial crisis came a day after banks
avoided their worst fears of the Volcker rule, with regulators
approving a final version of the speculative-trading ban crafted
to leave intact market-making operations that can also create
losses for dealers, the report said.  Some firms may seek to use
the business or hedging permitted under the regulation to disguise
trading not meant to help clients or reduce risks, according to
Commodity Futures Trading Commissioner Bart Chilton.

"Of course they are going to find loopholes," he said in a Dec. 10
Bloomberg Television interview. "They've got a year and half
before this thing is even implemented. They are going to be
looking at these gray areas with a fine-toothed comb."

Chilton said the rule, approved by five U.S. agencies, was
"rigorous and strong" and designed to prevent another trading
debacle like the $6.2 billion loss by JPMorgan Chase & Co.'s
London Whale last year, the report related.  Changes in the final
wording broadened exemptions for banks' market-making desks, which
generate more than $40 billion a year in revenue.


* Condensing Store Base in Retail Liquidations May Not Add Value
----------------------------------------------------------------
Shuttering poor-performing sites and moving assets to stronger
locations early on in a retail liquidation sounds like a good way
to quickly enhance the overall net recovery value (NOLV) of the
sale, but that's not always the case, writes John Cronin, Tiger
Group's director of planning and analysis, in a December 3 blog
post for online publication ABL Advisor.

In the piece ("Collapsing the Store Base in Retail Liquidations:
Myths vs. Realities"), Cronin looks at the pros and cons of
condensing a retail chain's store base early on, or even before
the beginning of a liquidation sale.  "The sale saves operating
costs while positioning the goods in areas where they should sell
best," Mr. Cronin observes.  "In practice, however, closing stores
early in a liquidation is not always the best way to maximize
value."

One significant issue is the makeup of the inventory.  Fragile or
bulky items can be too risky and/or cost prohibitive to move,
Cronin notes.  "Items damaged in transit, rendering them
unsalable, incur the double-whammy of lost revenue and sunk
freight costs," Mr. Cronin said.  "Likewise, if the items are part
of a set and need to be sold as such, shipping them together adds
additional layers of complexity to transfers that may make such
moves unrealistic in the compressed timeframe of a liquidation
sale."

Technological challenges may include determining whether point-of-
sale systems at the destination locations will recognize goods
from a different banner or concept, he adds, noting that the
physical layout of the stores should also be examined.  "Many
retail spaces are tightly plan-o-grammed with little to no
backroom storage," notes Mr. Cronin.  "Attempting to stuff these
sites with an influx of transfers might only cause problems and
necessitate renting additional storage space?thus, defeating the
purpose of the transfer in the first place."

Also, if inventory is overstocked in a location, customers may
recognize this and decide to wait out the discounts, making their
purchases deeper into the sale term when the prices are lower?
resulting in diminished returns for the liquidator and the estate.

The myriad factors that can affect successful transfers of
merchandise need to be evaluated closely, often on a case-by-case
basis, adds Mr. Cronin.  "If the circumstances appear to favor a
liquidation analysis that assumes store consolidations, lenders
may want to choose an appraisal firm backed with real-world
liquidation experience that fully understands the risks and
rewards involved in this approach," Mr. Cronin concludes.


* S&P Says Trial Sought by U.S. on 163 Securities Is Unfair
-----------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that
McGraw Hill Financial Inc.'s Standard & Poor's said it would be
unfair to let the U.S. Justice Department put more than 150
selected securities before a jury to argue the firm's ratings were
the result of fraud.

According to the report, S&P's lawyer, John Keker, said at a
hearing on Dec. 12 in federal court in Santa Ana, California, that
if the case goes to trial, the company would want to show on a
security-by-security basis that its credit rating was fair and
equal to its competitor, Moody's Corp.

"It's complicated stuff, and if the government gets away with a
hand-waving trial, S&P doesn't stand a chance," Keker said, the
report cited.

The Justice Department is seeking as much as $5 billion in civil
penalties for losses to federally insured financial institutions
that relied on S&P's investment-grade ratings for mortgage-backed
securities and collateralized-debt obligations, or CDOs, the
report related.

U.S. District Judge David Carter said he has tentatively decided
that the government complied with his earlier request to narrow
the case, the report further related.  The U.S. identified 56
residential mortgage-backed securities and 107 CDOs that it will
use at trial to try to prove S&P lied about its ratings being free
of conflicts of interest.

The case is U.S. v. McGraw-Hill Cos., 13-cv-00779, U.S. District
Court, Central District of California (Santa Ana).


* U.S. Foreclosure Activity Down 15% in November 2013
-----------------------------------------------------
RealtyTrac(R) on Dec. 12 released its U.S. Foreclosure Market
Report(TM) for November, which shows foreclosure filings --
default notices, scheduled auctions and bank repossessions -- were
reported on 113,454 U.S. properties in November, a 15 percent
decrease from the previous month and a 37 percent decrease from a
year ago.  The report also shows one in every 1,155 U.S. housing
units with a foreclosure filing during the month.

The 15 percent monthly decrease in November was the biggest month-
over-month decrease since November 2010 when U.S. foreclosure
activity plummeted 21 percent in one month following the
revelation of the so-called robo-signing scandal in October 2010.

High-level findings from the report:

        --  A total of 52,826 U.S. properties started the
foreclosure process for the first time in November, down 10
percent from the previous month and down 32 percent from a year
ago to the lowest level since December 2005, when 49,236 U.S.
properties started the foreclosure process.

        --  November foreclosure starts increased from a year ago
in 15 states, including Pennsylvania (up 233 percent), Delaware
(up 104 percent), Maryland (up 74 percent), Oregon (up 38
percent), and Connecticut (up 37 percent).

        --  There were a total of 30,461 U.S. bank repossessions
(REO) in November, down 19 percent from the previous month and
down 48 percent from a year ago to the lowest level since July
2007, a 76-month low.

        --  Only five states posted year-over-year increases in
REOs: Delaware (179 percent increase), Maryland (41 percent
increase), Connecticut (9 percent increase), Maine (6 percent
increase), and Iowa (2 percent increase).

        --  Scheduled foreclosure auctions (which are foreclosure
starts in some states) in November increased from a year ago in 19
states, including Oregon (726 percent increase), Massachusetts
(217 percent increase), Utah (214 percent increase), Connecticut
(199 percent increase), Delaware (104 percent increase), and New
York (34 percent increase).

        --  States with the highest foreclosure rates were
Florida, Delaware, Maryland, South Carolina, and Illinois.  Among
metro areas with a population of 200,000 or more, those with the
highest foreclosure rates were the Florida cities of Jacksonville,
Miami, Port St. Lucie and Palm Bay, along with Rockford, Ill.

        --  Among the nation's 20 largest metro areas, those with
the highest foreclosure rates were in Miami, Tampa, Chicago,
Riverside-San Bernardino in Southern California, and Baltimore.
Only three of the 20 largest metros posted annual increases in
foreclosure activity: Baltimore (up 46 percent), Philadelphia (up
34 percent), and Washington, D.C. (up 6 percent).

"While some of the decrease in November can be attributed to
seasonality, the depth and breadth of the decrease provides strong
evidence that we are entering the ninth inning of this foreclosure
crisis with the outcome all but guaranteed," said Daren Blomquist,
vice president at RealtyTrac.  "While foreclosures will likely
continue to stage a weak rally in certain markets next year as the
last of the distress left over from the Great Recession is dealt
with, it is highly unlikely that there will be a foreclosure
comeback that poses any major threat to the solid housing recovery
that has now taken hold."

Local broker quotes "The Middle Tennessee housing market continues
on a stable path maintaining overall market stability," said
Bob Parks, CEO of Bob Parks Realty, covering the Nashville and
middle Tennessee market.  "We are enjoying a decline in
foreclosure rates in line with the national average, which has
allowed for an increase in home values, stabilization of home
prices, and positive, consistent housing numbers we haven't seen
in five years."

"The foreclosure trends in the Northern Utah housing market are
aligned with, if not a little better, than what we're experiencing
on a national level," said Steve Roney, CEO of Prudential Utah
Real Estate, covering the Salt Lake City and Park City, Utah,
markets.  "Foreclosures continue to decline and it's beginning to
feel like a 'normal' housing market again."

"Most of the shadow inventory has been worked through in the Ohio
housing market, and this inventory is being absorbed quickly,"
said Michael Mahon, Executive Vice President/Broker at HER
Realtors, covering the Dayton, Columbus and Cincinnati, Ohio
markets.  "The decreasing amount of time it's taking for
properties to go through the foreclosure process is enabling
lenders to keep properties in more stabilized conditions, which
attracts higher prices and has assisted in creating moderate
increases in appraised home values throughout the state."

"Foreclosures continue to steadily decrease every month as the
banks are catching up with their ghost and zombie foreclosure
properties," said Sheldon Detrick, CEO of Prudential
Detrick/Alliance Realty, covering the Oklahoma City and Tulsa,
Okla., markets.  "There will always be defaults, but it's clear
that we are working our way back towards a normal housing market."

"While 36 percent of the housing market in Reno, NV is still
underwater on mortgages, homeowners are either holding onto their
property or resolving issues through other distressed property
options, which in turn has led to lower foreclosure activity in
the area," said Craig King, COO of Chase International, covering
the Reno and Lake Tahoe markets.

Florida, Delaware and Maryland post top state foreclosure rates

Florida foreclosure activity in November decreased 15 percent from
the previous month and was down 23 percent from a year ago -- the
fourth consecutive month with an annual decrease -- but the state
still maintained the nation's highest state foreclosure rate, one
in every 392 housing units with a foreclosure filing.

The overall decrease in Florida foreclosure activity was driven by
a 46 percent annual decrease in foreclosure starts and a 16
percent annual decrease in bank repossessions, but scheduled
auctions in Florida increased 2 percent from a year ago -- the
11th consecutive month where scheduled foreclosure auctions
increased on a year-over-year basis in Florida.

Delaware foreclosure activity spiked 56 percent from October to
November and was up 141 percent year-over-year, boosting the
state's foreclosure rate to second highest in the country.  One in
every 480 Delaware housing units had a foreclosure filing during
the month, and foreclosure activity in Delaware has now increased
on an annual basis in seven of the last nine months.

Despite a 16 percent monthly decrease, Maryland foreclosure
activity continued to increase on annual basis in November, up 42
percent from a year ago, helping the state post the nation's third
highest state foreclosure rate: one in every 618 housing units
with a foreclosure filing.  November marked the 17th consecutive
month where Maryland foreclosure activity increased on an annual
basis.

Other states with foreclosure rates among the nation's 10 highest
in November were South Carolina (one in every 660 housing units
with a foreclosure filing), Illinois (one in every 700 housing
units), Ohio (one in every 757 housing units), Connecticut (one in
every 768 housing units), Nevada (one in every 859 housing units),
Iowa (one in every 869 housing units), and Utah (one in every 889
housing units).

Florida, Illinois, South Carolina cities rank in top 10 metro
foreclosure rates Eight of the top 10 foreclosure rates in
November among metropolitan statistical areas with a population of
200,000 or more were in Florida.  Jacksonville posted the nation's
highest metro foreclosure rate for the month: one in every 288
housing units with a foreclosure filing -- more than four times
the national average.

Other Florida metros with foreclosure rates ranking among the
nation's 10 highest in November were Miami at No. 2 (one in every
307 housing units with a foreclosure filing); Port St. Lucie at
No. 3 (one in every 341 housing units); Palm Bay-Melbourne-
Titusville at No. 4 (one in every 343 housing units); Orlando at
No. 6 (one in every 384 housing units); Tampa at No. 8 (one in
every 410 housing units); Sarasota at No. 9 (one in every 432
housing units); and Ocala at No. 10 (one in every 454 housing
units).

All eight Florida metro areas in the top 10 posted year-over-year
declines in foreclosure activity.

The other two metros ranking among the top 10 were Rockford, Ill.,
at No. 5 with one in every 355 housing units with a foreclosure
filing, and Charleston, S.C., at No. 7 with one in every 395
housing units with a foreclosure filing.

                        Report methodology

The RealtyTrac U.S. Foreclosure Market Report provides a count of
the total number of properties with at least one foreclosure
filing entered into the RealtyTrac database during the month --
broken out by type of filing.  Some foreclosure filings entered
into the database during the month may have been recorded in
previous months.  Data is collected from more than 2,200 counties
nationwide, and those counties account for more than 90 percent of
the U.S. population.  RealtyTrac's report incorporates documents
filed in all three phases of foreclosure: Default - Notice of
Default (NOD) and Lis Pendens (LIS); Auction - Notice of Trustee's
Sale and Notice of Foreclosure Sale (NTS and NFS); and Real Estate
Owned, or REO properties (that have been foreclosed on and
repurchased by a bank).  The report does not count a property
again if it receives the same type of foreclosure filing multiple
times within the estimated foreclosure timeframe for the state
where the property is located.

RealtyTrac(R) -- http://www.realtytrac.com-- is the nation's
leading source for comprehensive housing data.


* Robert Rough Joins TravisWolff's Advisory Practice Group
----------------------------------------------------------
Robert M. Rough has joined TravisWolff as a partner to lead its
business & transaction advisory group.  Rough and his team will
provide services to mid-market closely held and private equity-
backed companies, addressing key challenges in corporate finance
and accounting, business processes and operations, system
assessment and selection, and bankruptcy and restructuring.

Mr. Rough has been an investor, senior executive, consultant and
board member in technology, service, manufacturing, distribution,
and retail companies for more than 25 years.  The majority of his
management and consulting experience has been with portfolio
companies of venture capital and private equity groups such as
Kleiner Perkins, Ballast Point Ventures and Thompson Investments.
He has been involved in over 25 completed transactions, usually
with primary responsibility for all aspects of the transaction,
including post transaction integration.

"The needs of mid-market companies grow more complex every day.
The addition of Robert Rough to TravisWolff broadens our ability
to serve our clients throughout the lifecycle of their business.
We are excited to have him as part of our firm," said
Vance McCollough, Partner and Audit & Assurance Practice Group
Leader.

Prior to joining TravisWolff, Rough co-founded Pillar Solutions
Group and Pillar Capital Management, among several other
companies.  Pillar Solutions is a consulting firm providing
financial and systems expertise to companies ranging from pre-
revenue up to $1 billion public companies, and Pillar Capital is a
sponsor of venture capital investments allowing smaller,
individual accredited investors access to deeply researched, well-
structured venture investments combined with active post
investment management, similar to what large institutional
investors have access to through large venture capital funds.

Mr. Rough graduated from Dartmouth College in Hanover, NH with a
B.A. in Economics and earned his MBA from the Harvard Business
School in Boston, MA.  He serves on the Advisory Board of the
Venture Development Center at the University of Texas at Dallas
and is a guest lecturer and mentor for the university's Financial
Leadership Association.  Mr. Rough is also a member of the
Commercial Finance Association, Association for Corporate Growth,
and the Alliance of Merger & Acquisition Advisors.

For more information, please visit traviswolff.com.

                         About TravisWolff

Founded in 1991, TravisWolff -- http://www.traviswolff.com-- is a
growing, independent accounting and advisory firm that offers a
full range of assurance, tax and consulting services to emerging
companies, established companies, and successful individuals and
families.  Additionally, TravisWolff provides specialized services
in the areas of business valuation, compensation and benefits
planning, IT auditing, collaborative divorce consulting, employee
benefit plan audits, estate planning, exit planning, litigation
services and forensic accounting.

TravisWolff serves clients in Texas, throughout the country and
offshore.  As a member of Moore Stephens International,
TravisWolff extends its services to the global market.
TravisWolff participates in the American Institute of Certified
Public Accountants (AICPA) Peer Review Program and is registered
with the Public Company Accounting Oversight Board (PCAOB).


* OFSCap Launches Energy Restructuring Group
--------------------------------------------
OFSCap on Dec. 12 disclosed that it has formed an Energy
Restructuring Team.  Fred Zeidman and Jeffrey Freedman, highly
experienced oil and gas turnaround executives, will lead the
group.  The Restructuring Team will focus exclusively on
turnaround and restructuring of distressed energy companies,
projects, or joint ventures.  The team will complement the
activities of OFSCap's existing cross-border energy investment and
merchant banking activities, both in the U.S. and throughout the
world.

"The energy business has changed significantly over the past
several years," said James Row, OFSCap Founder and Managing
Director.  "Our professionals in the Restructuring Team have kept
up with the changes and bring a wealth of key relationships and
contacts in the energy and financial community to solve the most
challenging assignment."

OFSCap's dedicated Restructuring Team will work with companies in
all sectors and levels of sophistication of the energy industry,
from small start-up businesses to large mid-cap companies.  The
team can manage the efforts of both private and public companies
in sectors from natural gas centric E&P companies, dedicated
joint-venture oil drilling programs, to distressed oil field
service companies.

Target clients will range from private equity funds, public
company boards to the distressed company itself.  The
Restructuring Team will work with stakeholders to determine any
number of possibilities which could include out-of-court
consensual debt and equity restructuring, exchange offers and
distressed M&A transactions, or formal in-court insolvency
proceedings, including all U.S. Chapter 11 and 7 proceedings as
well as administration, receivership, voluntary arrangement,
liquidation and bankruptcy.

Mr. Zeidman's energy restructuring activities have included
serving as the Chairman of the Board and CEO of Seitel, Inc.
during its successful restructuring, Chairman of the board of
SulphCo, Inc. and PetroFlow Energy, Interim President and Board
Member of Nova Bio Fuels, Inc., Chief Restructuring Officer of
Transmeridian Exploration, Inc. and Chairman of Board & CEO of
Unibar Corporation, at the time, the largest domestic independent
drilling fluids company.  Mr. Freedman has been involved with a
number of private E&P and service company workouts and appointed
CEO of Gravis Oil Corporation, a public Canadian company during
its restructuring period.

                        About OFSCap, LLC

OFSCap -- http://www.ofscap.com-- is a boutique investment and
merchant-banking firm servicing the energy sector in the Americas
and beyond. OFS is co-headquartered in Houston and Rio de Janeiro,
with offices in Berlin, Bogota, Buenos Aires, Calgary, Dubai, Hong
Kong/Shenzhen, London, Mexico City, New York City, Oslo, Panama
City, and Washington, D.C.


* BOND PRICING -- For The Week From Dec. 2 to 6, 2013
-----------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AGY Holding Corp        AGYH    11.000    89.625     11/15/2014
Alion Science &
  Technology Corp       ALISCI  10.250    73.045       2/1/2015
B456 Systems Inc        AONE     3.750    65.000      4/15/2016
Bear Stearns Cos
  LLC/The               JPM      3.830    99.875     12/10/2013
Bear Stearns Cos
  LLC/The               JPM      3.330    99.875     12/10/2013
Brookstone Co Inc       BKST    13.000    87.609     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    37.375     12/15/2014
Caesars Entertainment
  Operating Co Inc      CZR      5.375   100.000     12/15/2013
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    19.000      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    14.250      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    19.000      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Digital River Inc       DRIV     1.250    97.581       1/1/2024
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175    10.000      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    35.762     11/15/2014
GMX Resources Inc       GMXR     9.000     0.500       3/2/2018
HSBC Finance Corp       HSBC     3.490    99.838     12/10/2013
James River Coal Co     JRCC     7.875    27.447       4/1/2019
James River Coal Co     JRCC     4.500    30.000      12/1/2015
James River Coal Co     JRCC     3.125    24.250      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    19.125      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    19.125      8/17/2014
MF Global Holdings Ltd  MF       6.250    45.050       8/8/2016
MF Global Holdings Ltd  MF       1.875    47.250       2/1/2016
MannKind Corp           MNKD     3.750   100.000     12/15/2013
Mashantucket Western
  Pequot Tribe          MASHTU   6.500    14.000       7/1/2036
Patriot Coal Corp       PCX      3.250     1.180      5/31/2013
Platinum Energy
  Solutions Inc         PLATEN  14.250    63.375       3/1/2015
Pulse Electronics Corp  PULS     7.000    74.690     12/15/2014
Residential
  Capital LLC           RESCAP   6.875    35.875      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750     1.000       2/1/2018
School Specialty
  Inc/Old               SCHS     3.750    36.125     11/30/2026
Scotia Pacific Co LLC   MXM      6.550     0.875      1/20/2007
Sorenson
  Communications Inc    SRNCOM  10.500    72.250       2/1/2015
Sorenson
  Communications Inc    SRNCOM  10.500    72.250       2/1/2015
THQ Inc                 THQI     5.000    25.688      8/15/2014
TMST Inc                THMR     8.000    16.125      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.499      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    28.050       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     7.000      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    29.200       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     6.875      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.750      11/1/2015
USEC Inc                USU      3.000    22.050      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750    28.575       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    36.346       8/1/2016
WCI Communities
  Inc/Old               WCI      4.000     0.500       8/5/2023
Western Express Inc     WSTEXP  12.500    62.250      4/15/2015
Western Express Inc     WSTEXP  12.500    62.250      4/15/2015



                             *********

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
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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