TCR_Public/131217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 17, 2013, Vol. 17, No. 349

                            Headlines

9940 COVELLO: Case Summary & Unsecured Creditor
ALLENS INC: Creditors' Panel Taps Eichenbaum Liles as Counsel
ALLY FINANCIAL: Fitch Raises IDR & Unsecured Debt Rating to BB
ALMA ROSA: Bankruptcy Judge Approves Sale of Winery
ARCH COAL: Fitch Rates Prospective $300MM Secured Notes 'B+'

ARCH COAL: Moody's Rates $300MM 2nd Lien Sr. Secured Notes 'B3'
ARINC INC: S&P Raises Corporate Credit Rating to 'BB-'
ASR CONSTRUCTORS: Can Employ John Mannerino as Corporate Counsel
BALTIMORE HOTEL CORP: Moody's Affirms Ba1 Revenue Bonds Rating
BAY AREA FINANCIAL: Seeks to Compromise Prepetition Loan

BAY AREA FINANCIAL: Employs Biggs & Co. as Accountants
BAY AREA FINANCIAL: Section 341(a) Meeting Set on January 14
BENTLEY PREMIER: Case Trustee Can Hire Gollob Morgan as Accountant
BENTLEY PREMIER: Court Denies Employment of Hiersche Hayward
BERRY PLASTICS: Moody's Rates New $1.12-Bil. Secured Loan 'B1'

BERRY PLASTICS: S&P Rates $1.125-Bil. First Lien Term Loan 'B+'
BRIXMOR LLC: Fitch Raises IDR & Unsecured Notes Rating to 'BB+'
CAPARRA HILLS: Fitch Lowers Issuer Default Rating to 'BB-'
CHINA NATURAL: Proofs of Claim Deadline Set for Jan. 6
COLOR STAR: Case Summary & 30 Largest Unsecured Creditors

CONSOLIDATED ALUMINUM: Case Summary & 5 Top Unsecured Creditors
CONSOLIDATED COMMUNICATIONS: Moody's Rates New $985MM Loans 'Ba3'
COTT CORPORATION: Moody's Changes Ratings Outlook to Stable
CREATION'S GARDEN: Sec. 341 Creditors' Meeting Set for Dec. 20
CREATION'S GARDEN: Hires Reich Brothers as Sale Consultant

CREATION'S GARDEN: Hires Sherwood Partners as Financial Advisor
CROWN CASTLE: Fitch Rates Proposed $500MM Secured Notes 'BB+'
CROWN CASTLE: Moody's Rates New $500MM Incremental Loan 'Ba2'
CROWN HOLDINGS: Moody's Affirms 'Ba1' Corp. Family Rating
CYNCO INTERMEDIATE: Moody's Alters Outlook to Negative

DETROIT, MI: Public Lighting Authority Sells $60 Million Bonds
DETROIT, MI: Regional Water Deal Elusive for Emergency Manager
DETROIT, MI: Opposes Quick Appeal Now on Eligibility
EARTHBOUND HOLDING: Acquisition Deal No Impact on Moody's B3 CFR
EXCEL MARITIME: Files Outline to Amended Restructuring Plan

FLORIDA EAST COAST: Moody's Affirms 'Caa1' CFR; Outlook Positive
FLORIDA GAMING: Given More Time to Negotiate Sale
FOX & HOUND: Restaurants File Ch. 11 to Sell With GECC Loan
FOX & HOUND: Case Summary & 35 Largest Unsecured Creditors
FRESH & EASY: Fields No Competing Bids on Real Estate

FTI CONSULTING: S&P Revises Outlook on 'BB+' Rating to Stable
GENERAC POWER: Moody's Raises CFR & $1.12BB Loan Rating to 'B1'
GENERAL MOTORS: To Consider Shareholder Dividend
GREEN FIELD ENERGY: Officially Lists $102MM of Unsecured Debt
GULFPORT ENERGY: S&P Affirms 'B-' CCR & Revises Outlook to Pos.

HAAS ENVIRONMENTAL: Jan. 14 Hearing on Exclusivity Extensions
HAAS ENVIRONMENTAL: Jan. 14 Hearing on Lease Extension Period
HAAS ENVIRONMENTAL: Can Hire Woodsworth & St. John as Accountants
HOSPITALITY STAFFING: Obtains Court Approval for Assets Sale
HOYT TRANSPORTATION: Can Bid for Atlantic Express' Assets

IBAHN CORPORATION: Proofs of Claim Deadline Set Jan. 21
IBAHN CORPORATION: Court Okays Hiring of Houlihan Lokey as Advisor
IBAHN CORP: Can Employ Epiq as Administrative Advisor
INTERFAITH MEDICAL: Brooklyn Hospital Gets More Time to File Plan
INVISTA BV: Loses Investment Grade From S&P

IPAYMENT INC: Credit-Card Processor Lowered to 'B-' Corporate
K-V PHARMACEUTICAL: Lawyers Take Small Fee Reductions
KAMAN CORP: Distributor Loses Investment Grade from S&P
KEYWELL LLC: Price Rises to $15.8 Million Final Offer at Auction
LEAGUE ASSET: Partners REIT Intends to Accelerate Internalization

LITTLETON PREPARATORY: S&P Lowers Rating to 'BB+'; Outlook Stable
LOEHMANN'S HOLDINGS: Files Chapter 11 a Third Time in New York
LOEHMANN'S HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
LONGVIEW POWER: Moody's Rates $150MM Term Loan 'Ba2'
MASTER AGGREGATES: Files Schedules of Assets and Liabilities

METRO AFFILIATES: Receives Nearly $20 Million in Bids
MONTREAL MAINE: U.S. Trustee Appoints 3-Member Creditors' Panel
MONTREAL MAINE: Chapter 11 Trustee Taps Baker Newman as Accountant
MSCI INC: Moody's Rates New Secured Loan Due 2018 'Ba1'
MSCI INC: S&P Affirms 'BB+' Corporate Credit Rating

MSD PERFORMANCE: Z Capital Completes Purchase of Assets
NATURAL MOLECULAR: Mintz Levin Okayed to Handle DOJ Investigation
NEENAH PAPER: S&P Raises CCR to 'BB' & Removes Rating from Watch
NEVADA REGIONAL: S&P Lowers 2007 Revenue Bonds Rating to 'B-'
NNN 3500: Case Dismissal Bid Denied But CWCapital May Foreclose

NNN 3500: Exclusivity Period Terminated; Maple Tower to File Plan
NNN PARKWAY: WBCMT Balks at Plan Confirmation
NNN PARKWAY: Dec. 19 Hearing on Bid for Valuation of WBCMT Claim
NORTH TEXAS BANCSHARES: Judge Clears Interbank Parent to Buy Biz
NYDJ APPAREL: Moody's Assigns 'B2' CFR & Rates $162.5MM Loans 'B1'

NYDJ APPAREL: S&P Assigns 'B' CCR; Outlook Stable
OCZ TECHNOLOGY: U.S. Trustee Objects to Toshiba's Breakup Fee
ORMET CORP: Completes Sale of Burnside Smelter to Almatis
PARKER DRILLING: Moody's Affirms B1 CFR & Unsecured Notes Ratings
PEREGRINE FINANCIAL: Customers to Get 2nd Distribution This Year

PHYSIOTHERAPY HOLDINGS: Dechert LLP to Advise Board of Directors
PHYSIOTHERAPY HOLDINGS: Taps Kirkland & Ellis as Attorneys
PHYSIOTHERAPY HOLDINGS: U.S. Trustee, et al., Object to Plan
PILOT TRAVEL: Moody's Confirms 'Ba2' CFR, Outlook Negative
POLYONE CORP: S&P Raises CCR to 'BB' & Removes Rating from Watch

PRESBYTERIAN VILLAGES: Fitch Affirms BB+ Rating on $30.68MM Bonds
PREFERRED PROPPANTS: Frac Sand Supplier Skips Payment
REEVES DEVELOPMENT: May Use IberiaBank's Cash Collateral
RICCO INC: Ch.11 Trustee Okayed to Sell Real Estate and Interests
RP CROWN: Moody's Lowers Corp. Family Rating to 'B3'

SAN BERNARDINO, CA: CalPERS Allowed to Appeal in Ch. 9 Case
SAVIENT PHARMACEUTICALS: Court Approves Sale to Crealta
SENSUS USA: Moody's Rates $50 Million Add-on Loan 'B3'
SENSUS USA: S&P Retains 'B-' Rating on 1st Lien Loan Due 2017
SIERRA MADRE, CA: Moody's Cuts 1998 Revenue Bonds Rating to 'Ba1'

SIMMONS FOODS: Moody's Rates $50MM 2nd Lien Tack-on Notes 'Caa1'
SMART & FINAL: Moody's Affirms B3 Corp. Family Rating
SPRINGFIELD INSURANCE: A.M. Best Cuts Fin. Strength Rating to 'B'
SOJOURNER INVESTMENT: Says Involuntary Bankruptcy Not Necessary
STACY'S INC: Bank of the West Balks at Cash Collateral Access

STANDARD PACIFIC: Fitch Raises Issuer Default Rating to 'B+'
STANS ENERGY: To Remedy Financial Filing Default by January
SYNTAX-BRILLIAN: Trust Urges Court To Revive Preferred Bank Suit
T-L BRYWOOD: Taps McDowell Rice as Special Counsel
TAMPA WAREHOUSE: Secured Creditor Wants Case Moved to Florida

TAMPA WAREHOUSE: Seeks Authority to Use Cash Collateral
TAMPA WAREHOUSE: Taps Michael Nash as Accountant
TESORO LOGISTICS: Moody's Rates $250MM Sr. Unsecured Notes 'B1'
TEXAS NATIONAL BANK: Bank Failure in State Brings 2013 Total to 24
TLO LLC: TransUnion Approved to Buy Assets for $154 Million

TOLL ROAD: Moody's Cuts Revenue Bonds Rating to 'Ba2'
TRONOX INC: Anadarko Disputes Judge's Memorandum of Opinion
TRONOX INC: Obtains Favorable Ruling in Anadarko Spinoff Suit
UNIFIED 2020: USB and Orange Balk at 2nd Amended Disclosures
USEC INC: Uranium Producer to File Prepack With Debt Swap

VELTI INC: Creditors' Panel Hires Capstone Advisory as Consultant
W.R. GRACE: Aims to Exit Bankruptcy Protection in January
WARNER SPRINGS: Overcomes Buyer's Objections, Confirms Plan
WARNER SPRINGS: Rust Omni Approved as Disbursement Agent
WENATCHEE, WA: Moody's Affirms 'B1' Limited Tax Rating

WESTERN FUNDING: Amends Schedules of Assets and Liabilities
WINE CARE STORAGE: Court Hearing Probes Mystery at Storage Biz
WOLF MOUNTAIN: Files for Chapter 11 in Salt Lake City

* Bankruptcy May Return to Popularity, ABI Article Says
* Brighter Skies in 2014, Say Law-Firm Managing Partners
* Report on Corporate Bankruptcy Reform Expected in December 2014

* Visa, MasterCard $5.7 Billion Swipe Fee Accord Approved
* MasterCard to Impose Consumer-Protection Requirements
* Merrill Settles With SEC Over Crisis-Era Bond Deals
* House Passes Budget Agreement in 332-94 Vote

* Large Companies With Insolvent Balance Sheets


                            *********


9940 COVELLO: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: 9940 Covello St., LLC
        20929 Ventura Blvd., # 47
        Woodland Hills, CA 91364

Case No.: 13-17706

Chapter 11 Petition Date: December 15, 2013

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

Judge: Hon. Maureen Tighe

Debtor's Counsel: Jeffrey S Shinbrot, Esq.
                  THE SHINBROT FIRM
                  8200 Wilshire Blvd, Ste 400
                  Beverly Hills, CA 90211
                  Tel: 310-659-5444
                  Fax: 310-878-8304
                  Email: jeffrey@shinbrotfirm.com

Total Assets: $650,080

Total Liabilities: $1.73 million

The petition was signed by Tyler Shepherd, managing member.

The Debtor listed Chase Home Mortgage as its largest unsecured
creditor holding a claim of $1.73 million.


ALLENS INC: Creditors' Panel Taps Eichenbaum Liles as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allens, Inc. and
All Veg, LLC, seeks authorization from the U.S. Bankruptcy Court
for the Western District of Arkansas to retain Eichenbaum Liles
P.A. as local counsel to the Committee, nunc pro tunc to Nov. 14,
2013.

The Committee requires the assistance of local counsel so as to
enable the Committee to perform properly its necessary functions
and to protect the Committee's interests herein.

Martha Jett McAlister's hourly rate is $225.  Much of the work not
requiring attention of senior counsel will be handed by an
associate of the firm, Alicia Austin Smith, at an hourly rate of
$165.

Eichenbaum Liles will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Martha Jett McAlister, shareholder of Eichenbaum Liles, 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.

Eichenbaum Liles can be reached at:

       Martha Jett McAlister, Esq.
       EICHENBAUM LILES P.A.
       124 West Capitol Avenue, Suite 1900
       Little Rock, AR 72201-3717
       Tel: (501) 376-4531
       Fax: (501) 376-8433

                        About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams,
Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at Greenberg Traurig, LLP, in New York.

Jonathan Hickman of Alvarez & Marsal North America, LLC, will
serve as chief restructuring officer.  Cary Daniel, Nick Campbell
and Markus Lahrkamp of A&M will serve as assistant CROs.

Lazard Freres & Co. LLC and Lazard Middle Market LLC serve as
investment bankers, while GA Keen Realty Advisors, LLC, serves as
real estate advisor.


ALLY FINANCIAL: Fitch Raises IDR & Unsecured Debt Rating to BB
--------------------------------------------------------------
Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer
Default Rating (IDR) and senior unsecured debt rating to 'BB' from
'BB-'. The Rating Outlook is Stable.

Key Rating Drivers:

The upgrade of Ally's ratings follows the approval of Residential
Capital LLC's (ResCap's) bankruptcy plan by the Bankruptcy Court
releasing Ally from all ResCap related claims, which combined with
the recent mortgage settlements with the FHFA and the FDIC,
essentially removes any mortgage-related contingent liability to
Ally. The upgrade also reflects recent strategic actions taken by
the company to strengthen its credit profile, including the
issuance of $1.3 billion of common equity to third-party investors
and the repurchase of $5.9 billion in preferred shares held by the
U.S. Treasury (UST), which improves the quality of Ally's capital
base, demonstrates increased investor confidence, and potentially
paves the way for the UST to exit its remaining stake in Ally.

Ally's ratings also reflect its leading online direct banking
platform, which has enabled the company to lower its overall cost
of funds and more effectively compete in the market. Ally's
deposit growth continued its strong momentum in 2013, with total
deposits increasing to $51.5 billion in 3Q'13, up 16% year-over-
year. Importantly, the growth was driven by a 30% increase in
retail deposits, which Fitch views as being generally more stable
than brokered deposits. Deposits accounted for 44% of Ally's total
funding in 3Q'13, up from 37% in 2012 and 31% in 2011. Fitch views
Ally's deposit platform as well positioned to withstand a rate
increase given its focus on low balance, retail time deposits,
while not currently offering above market interest rates. Fitch
would expect Ally to incur incremental deposit funding costs in a
rising rate environment in order to grow, or at least maintain,
deposit levels.

Despite its strengthened financial profile, Ally faces a number of
challenges. The company's earnings and profitability remain
lackluster and below peers. Management has identified various
actions including replacing high cost legacy debt with lower cost
deposit funding and reducing non-interest expenses, which should
improve profitability over time.

The sale of the international auto operations has reduced Ally's
earnings and risk diversity, making the company more concentrated
in a highly competitive U.S. auto lending market. The loss of
exclusive subvention agreements with Chrysler and General Motors
(pending Dec. 31, 2013) and the growth in their respective captive
finance companies threatens Ally's competitive position, as Ally
still derives a substantial amount of retail and commercial
lending business from the dealers of these two OEMs. Fitch
recognizes, however, that despite increased competition and
reduced subvention volume, Ally has continued to profitably grow
and diversify its lending portfolio due to its dealer-centric
platform and offerings, which include a suite of lending products,
floorplan insurance, and auction-related services offering it a
unique competitive advantage. Ally will need to demonstrate the
ability to maintain its market share and originations over time
once the subvention agreements are terminated.

With its exit from the mortgage business, Ally's overall asset
performance is becoming more influenced by its higher quality auto
loan and lease portfolio. Consistent with the auto lending
industry, Ally has experienced favorable credit performance in its
auto lending portfolio over the past few years primarily from
tightening of credit underwriting standards and higher used car
prices. However, asset quality has started to normalize. The net
loss rate on the U.S. retail auto portfolio, which comprises a
majority portion of the consolidated portfolio, increased to 0.82%
in 3Q'13, from 0.49% in 3Q'12 and 0.57% in 2Q'13. 30-day
delinquencies increased to 2.10% in 3Q'13, from 1.42% in 3Q'12,
and 1.78% in 2Q'13. Fitch believes credit normalization reflects
in part a continued mix shift as higher quality subvented loans
are replaced with a more balanced mix of loans combined with a
moderation in used car values and a continued gradual loosening in
underwriting standards.

Fitch notes that these ratios are in line with management's
expectations and compare favorably to pre-crisis levels. Also, the
company has prudently added to its reserve for loan losses, with
reserve coverage increasing to 1.26% in 3Q'13, from 1.17% in
3Q'12. Overall, Fitch expects Ally's asset performance to
moderately weaken in 2014, driven by amortization of tightly
underwritten loans from the 2009/2010 vintage, shift in asset mix
to more used, non-prime and leasing, and normalization in used car
values. Fitch expects the company to prudently add to its loan
loss reserves with the change in asset mix.

At the end of 3Q'13, Ally had $6.9 billion of cash and highly
liquid securities at the parent company, and an additional $9.5
billion in cash and highly liquid securities at Ally Bank.
Absolute liquidity at the parent level is expected to decline in
4Q'13 as a result of the preferred share buyback from the UST
($5.9 billion) and the planned buyback of high cost legacy debt.
However, Fitch notes that the use of liquidity has gradually
declined as more business is shifted to Ally Bank and funded with
deposits, and the unsecured debt maturity schedule at the parent
has been normalized. Upcoming unsecured debt maturities measured
$5.6 billion in 2014 and $5.1 billion in 2015, which are
materially lower compared to prior maturities of $10.7 billion,
$9.3 billion, and $11.6 billion in 2010, 2011, and 2012,
respectively. Ally continues to maintain a minimum of 24 months
liquidity coverage of outstanding unsecured debt maturities, which
Fitch views positively.

Capital ratios have improved year-over-year despite absorbing
sizeable ResCap, FHFA and FDIC settlement charges, primarily due
to the gain on sale realized from the sale of international auto
operations and core earnings from the auto lending segment. Ally's
Basel 1 Tier 1 common ratio increased to 7.9% in 3Q'13, from 7.0%
in 4Q'12. Pro forma for the sale of $1.3 billion in common equity
in 4Q'13 and the sale of its remaining international operations
(Brazil and China), Ally expects its Basel 1 Tier 1 common ratio
to increase to 9.5%, which is relatively strong compared to the
credit quality of Ally's core portfolio of auto loans and leases,
which have a five-year historical loss rate of 1.5%.

Rating Drivers and Sensitivities:

The UST's majority ownership of Ally constrains further positive
rating momentum in Fitch's opinion, given the uncertainty this
introduces regarding Ally's longer-term strategic direction and
the potential for equity-friendly actions to be taken if an IPO or
sale is not achieved in the near-term.

Positive rating momentum could be driven by a favorable resolution
of the UST's remaining stake in Ally, combined with continued
operating performance improvement, prudent loan growth portfolio
in the face of increased competition, and sound asset quality,
funding diversity, and capital and liquidity levels at both the
parent company and operating company levels.

Conversely, Fitch could consider a negative action if earnings or
credit quality were to materially weaken because of an adverse
change in the asset mix or underwriting standards, liquidity
levels materially decline relative to unsecured debt maturities,
funding access is disrupted either through material deposit
outflows or inability to access the capital markets for a
prolonged period, or if external market factors limit the UST's
ability to exit its investment or lead it to seek additional asset
sales at Ally.

Fitch has taken the following rating actions:

Ally Financial Inc.

-- Long-term IDR upgraded to 'BB' from 'BB-';
-- Senior unsecured debt upgraded to 'BB' from 'BB-';
-- Viability rating upgraded to 'bb' from 'bb-';
-- Perpetual preferred securities, series A upgraded to 'B-' from
     'CCC';
-- Short-term IDR affirmed at 'B'
-- Short-term debt affirmed at 'B';
-- Support rating affirmed at '5';
-- Support Floor affirmed at 'NF',

GMAC Capital Trust I

-- Trust preferred securities, series 2 upgraded to 'B' from
     'B-'.

The Rating Outlook for all ratings is Stable.


ALMA ROSA: Bankruptcy Judge Approves Sale of Winery
---------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that EnCap Investment LP's Robert Zorich has the bankruptcy
court's approval to complete his $1.7 million purchase of a large
chunk of Alma Rosa Winery's vineyards.

According to the report, although the winery is under new
ownership, perhaps little about the pinot noir wines, made famous
in the movie "Sideways," will change. The deal plans for hall-of-
fame winemaker Richard Sanford to continue producing wine on the
property as an employee.

According to court documents, the purchase hasn't yet closed but
received the bankruptcy court's blessing earlier last week.

Many of the details including price and property description were
public from previously filed court documents?the 110-acre Santa
Ynez Valley, Calif., property includes 52 acres of vineyard and a
4-acre homestead, the report said.  However, there was one new
detail in the sale order -- Mr. Zorich will purchase the property
using an entity called Vin de Zo LLC.  Mr. Zorich is purchasing
the property personally, not on behalf of EnCap.

The sale is still contingent on the approval of Mr. Sanford's
lender, Deutsche Bank National Trust, owed $2.6 million, the
report noted.  The bank has filed a motion of no opposition,
indicating it's largely in favor of the deal.

                      About Alma Rosa Winery

Alma Rosa Winery & Vineyards, LLC, filed for Chapter 11 bankruptcy
(Bankr. C.D. Cal. Case No. 12-12837) on July 27, 2012.

The Buellton, California-based winery is owned by Richard Sanford,
dubbed the father of Santa Barbara Pinot Noir and the first to
plant the vine there.  Stephanie Gleason, writing for Dow Jones
Newswires, says Alma Rosa is famous for its Pinot Noirs.  Dow
Jones says it is not clear what Chapter 11 means for the winery
and its wines.  Dow Jones notes the filing doesn't provide very
much information, but it does list Robert Szerwo among its
unsecured creditors with a $110,971 disputed claim for severance
pay. According to Mr. Szerwo's LinkedIn page, he?s Alma Rosa?s
business manager.

Judge Robin Riblet oversees the case.  Peter Susi, Esq., at Susi &
Gura, a Professional Corp., serves as the Debtor's counsel.  In
its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  The petition was signed by J. Richard
Sanford, manager.


ARCH COAL: Fitch Rates Prospective $300MM Secured Notes 'B+'
------------------------------------------------------------
Fitch Ratings has downgraded Arch Coal, Inc.'s senior unsecured
notes to 'CCC+/RR5' from 'B-/RR4'. Fitch has also assigned a
'B+/RR2' rating to Arch Coal's prospective $300 million second
lien senior secured notes due January 2019. Net proceeds of the
notes are expected to be used for the tender offer for the $600
million 8.75% senior notes due 2016. The Rating Outlook is
Negative.

The downgrade of the senior unsecured ratings reflects the lower
recovery expectations given that the $300 million incremental term
loans as well as the $300 million second lien notes together with
the $1.6 billion existing secured term loans and expected
borrowings under the receivables facility and senior secured
revolver have higher priority. The Recovery Rating on the senior
secured bank facility of 'RR1' reflects outstanding recovery
prospects given default. Recovery on the second lien senior notes
is superior and on the senior unsecured debt is below average.

The Rating Outlook is Negative.

Key Ratings Drivers:

The credit ratings also reflect oversupply in the global coal
markets and high debt levels. Steam coal demand in the U.S. is
recovering, stocks are falling and prices should improve going
forward. Globally, both metallurgical (met) and steam coal are in
excess supply and prices are weak. Coal producers have been
running for cash with a focus on reducing costs which is expected
to delay price recovery. In particular, Fitch expects the hard
coking coal bench mark price to average about $160/tonne (t) and
the Newcastle steam coal benchmark to be below $90/t over the next
12 months. The industry is consolidating which should benefit
supply/demand dynamics longer term.

Arch Coal benefits from large, well-diversified operations and
good control of low-cost production. Globally, Arch is the sixth
largest coal producer based on volumes. The company sold 140.8
million tons of coal in 2012 accounting for 14% of the U.S. coal
supply. At least 95% of 2013 expected volumes are committed and
priced and more than 60% is committed and priced for 2014. The
company has the second largest coal reserve position in the U.S.
at 5.4 billion tons.

Weak earnings combined with high debt levels post the acquisition
of International Coal Group in 2011 will result in high leverage
metrics over the ratings horizon. Liquidity should remain adequate
despite the prospect of negative free cash flow. Fitch expects
financial leverage to remain elevated until industry-wide
production cuts have resulted in more balanced steam and
metallurgical coal markets.

Liquidity

At Sept. 30, 2013, cash on hand was $1.1 billion, short-term
investments were $249 million and $204 million was available under
the company's credit facilities. The $250 million accounts
receivable facility matures Dec. 10, 2014, and is renewable
annually. The $350 million credit facility is to be reduced to
$250 million. The facility matures in June 2016. The facility has
a covenant lite structure. Current maturities of debt are quite
modest reflecting $19.5 million in term loan B amortization per
year.

Fitch expects free cash flow could be negative as much as $300
million for 2014 and neutral to slightly negative in 2015. Asset
sales are not anticipated.

The Negative Outlook reflects the possibility that weak market
conditions could drag beyond 2014. Total debt/adjusted EBITDA for
the latest 12 months ended Sept. 30, 2013 was 15 times (x). Fitch
anticipates leverage remaining elevated through at least 2014.

Ratings Sensitivities

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

-- Cash and marketable securities falling below $1 billion;
-- Expectations for 2015 EBITDA of $600 million or less.

Positive: Not anticipated over the next 12 months given industry
conditions but future developments that may lead to a positive
rating action include:

-- Debt levels materially reduced and free cash flow generation
expected to be positive on average.

Fitch has taken the following rating actions:

-- Issuer Default Rating affirmed at 'B-';
-- Senior unsecured notes downgraded to 'CCC+/RR5' from 'B-/RR4';
-- Senior secured revolving credit facility affirmed at 'BB-/RR1';
-- Senior secured term loan affirmed at 'BB-/RR1';
-- Second lien secured notes rated 'B+/RR2'.

The Rating Outlook is Negative.


ARCH COAL: Moody's Rates $300MM 2nd Lien Sr. Secured Notes 'B3'
---------------------------------------------------------------
Moody's assigned a B3 rating to Arch Coal's new $300 million
Second Lien Senior Secured Notes maturing in 2019. At the same
time, Moody's affirmed all existing ratings, including the
corporate family rating (CFR) of B3. The outlook is negative. The
proceeds of this debt issuance, along with the $300 million Term
Loan B add-on announced last week, are expected to be used to
refinance the company's existing $600 million senior unsecured
notes due in 2016.

The refinancing transaction will be credit positive as it will
extend the maturity profile of the company's debt, enhancing its
ability to withstand the prolonged weak conditions in thermal and
metallurgical markets. Following the refinancing, the company's
nearest debt maturity will be $1.9 billion in Senior Secured Term
Loan B, including the new add-on, on May 16, 2018.

In connection with the transactions, the company will also obtain
more relaxed financial maintenance covenants on its currently
unutilized revolver whose size will be reduced to $250 million
from $350 million. The revolver expires in June 2016. Given the
revolver's minimum liquidity requirement, Moody's does not view
the revolver as a source of liquidity. But if the company were to
utilize the revolver for letters of credit and its total liquidity
were to fall below the minimum liquidity threshold, it would be
required to fund the letters of credit, resulting in additional
debt or further decline in cash.

Following the transaction, the company's predominant source of
liquidity will be its $1.3 billion in cash and marketable
securities. The Speculative Grade Liquidity rating of SGL-2
continues to reflect Moody's expectation that Arch will maintain a
good liquidity position, sufficient to accommodate the anticipated
cash burn over the next twelve to eighteen months.

Arch's ratings reflect the recent deterioration in performance due
to continuing weakness in the coal industry, and Moody's
expectation that while both thermal and metallurgical markets have
reached bottom, the potential for material recovery in demand and
pricing is limited. Based on Moody's assumptions of flat thermal
spot prices over the next eighteen months, and benchmark
settlements for high quality metallurgical coal of about $155,
Moody's expects average realization per ton to decline in 2014
relative to 2013, with Debt/ EBITDA, as adjusted by Moody's,
exceeding 15x through the end of 2014 and annual negative free
cash flows in the $300 - $400 million range.

Ratings Rationale:

Arch's B3 CFR continues to reflect very high levels of debt in the
company's capital structure, coupled with ongoing cash burn due to
persistent weakness in metallurgical and thermal coal markets. The
ratings also reflect the geographic and operating diversity, low
level of legacy liabilities, extensive high quality and low-cost
reserves, and access to multiple transportation options. Factors
that constrain the rating also include cost inflation, regulatory
pressures on coal and the inherent geological and operating risk
associated with mining.

Negative outlook reflects Moody's view that absent healthy
recovery in coal prices, the company will continue to burn cash.
Moody's believes that in order for Arch's free cash flow to turn
positive, coal prices in the Powder River Basin (PRB) would need
to increase to $13 - $14 range (from current spot prices of around
$11) and settlements for high quality metallurgical coal would
have to recover to $170 - $175 range.

The B3 rating on the Second Lien Senior Secured notes reflects
their position in the capital structure and priority of claims in
event of default. The notes are effectively subordinated to the
first lien secured debt rated B1, but have priority over senior
unsecured debt rated Caa1. The Second Lien notes are secured on a
second priority basis by substantially all assets of the company
and its subsidiaries. The existing senior secured credit facility
is secured by the same assets on the first priority basis.

The ratings could be upgraded should metallurgical and/or thermal
coal prices recover, such that the company's leverage, as
adjusted, is expected to track below 6x and free cash flow is
expected to turn positive. A further downgrade would result if
liquidity deteriorates, if cash burn does not subside, and/or
Debt/ EBITDA is not expected to be sustained below 7x after 2014.

Arch Coal is one of the largest US coal producers which operates
in all of the major US coal basins. The company's production
consists mainly of low-sulfur thermal coal from its Power River
Basin mines and thermal and metallurgical coal from Appalachia.
Over the 12 months ended September 30, 2013 the company generated
$3.6 billion in revenue.


ARINC INC: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate rating on
Annapolis, Md.-based ARINC Inc. one notch to 'BB-' from 'B+'.  At
the same time, S&P raised the issue-level rating on the company's
first-lien debt to 'BB' with a '2' recovery rating, indicating
S&P's expectation of substantial (70%-90%) recovery in a payment
default scenario.  The ratings remain on CreditWatch with positive
implications, where S&P placed them on Aug. 12, 2013.  S&P
withdrew the rating on the company's second-lien debt, which has
been repaid.

"The upgrade reflects a revision of our analysis of companies
owned by financial sponsors, as we no longer cap the rating for
such companies at 'B+' under our revised criteria," said credit
analyst Chris Mooney.  S&P believes that ARINC's private equity
owner, Carlyle Group, will maintain the company's financial risk
profile at a level that S&P would assess as no lower than
"aggressive."

"We assess ARINC's business risk profile as "fair" based on its
leading, often dominant positions in niche markets, which is
offset by the relatively small scale and scope of the company's
operations compared with industry peers.  Our "aggressive"
financial risk profile assessment incorporates our view that debt
to EBITDA will remain less than 5x, after considering the
potential for future debt-financed dividends by its owner.  The
business and financial risk assessments form the basis for our
'bb-' initial analytical outcome (the "anchor") under our recently
implemented corporate rating criteria, and we do not apply any
rating modifiers, which results in a 'BB-' corporate credit
rating," S&P added.

The ratings remain on CreditWatch with positive implications,
where S&P placed them on Aug. 12, 2013, following the announcement
that Rockwell Collins planned to purchase ARINC.  S&P will resolve
the CreditWatch after the acquisition closes.  S&P expects to
withdraw all ratings on the company if its rated debt is repaid,
as it expects.  If the acquisition does not close, S&P plans to
affirm all ratings and revise the outlook to stable.


ASR CONSTRUCTORS: Can Employ John Mannerino as Corporate Counsel
----------------------------------------------------------------
ASR Constructors, Inc., sought and obtained authorization from
Hon. Mark Houle of the U.S. Bankruptcy Court for the Central
District of California to employ the Law Office of John D.
Mannerino as corporate counsel, effective Sept. 20, 2013.

The Firm will devote two to three days per week consulting on
outside contract management, employment compliance matters,
litigation management and general business advice for ASR
Constructors.  The Firm will also perform any and all other legal
services incident and necessary herein as ASR Constructors may
require of the Firm as corporate counsel in connection with  ASR
Constructors' business operations.

The Firm will be paid on a flat fee basis of $3,900 per month,
plus reimbursement of medical insurance of $717, subject to
increase on Jan. 1, 2014, to be paid monthly on the first day of
each month, without further notice hearing or Court order.

The Firm has not received a retainer for the services to be
performed during the bankruptcy case.

The Firm was employed by ASR Constructors prior to the petition
date as its corporate counsel.  During the one year period prior
to the petition date, the Firm received payments of fees from ASR
Constructors in the total amount of approximately $46,800,
consisting of a $3,900 monthly flat fee, plus monthly
reimbursement for medical insurance of $717 per month.

As of the petition date, the Firm was owed for its September 2013
billing of $3,900 plus reimbursement of medical insurance expenses
of $717.  At a hearing held on Sept. 30, 2013, the Court granted
ASR Constructors' Emergency Motion for Order Authorizing Payment
of Prepetition Employee Wages, Benefits and Associated Expenses
and Granting Related Relief.  The order granting the Emergency
Motion provides that ASR Constructors is authorized to pay the
pre-petition fees and medical insurance expense to the Firm.

John D. Mannerino, the principal of the Firm, 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.

                       About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor estimated assets
and debts of at least $10 million.  Judge Mark D. Houle presides
over the case.  James C Bastian, Jr., Esq., at Shulman Hodges &
Bastian, LLP, serves as the Debtor's counsel.


BALTIMORE HOTEL CORP: Moody's Affirms Ba1 Revenue Bonds Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings on the City of
Baltimore (MD) Hotel Corporation's Convention Center Hotel Revenue
Bonds, Senior Series 2006A rated Ba1 and Subordinate Series 2006B
rated Ba2. Moody's has also maintained the negative outlook. The
senior lien bonds are outstanding in the amount of $243.85 million
and the subordinate lien bonds are outstanding in the amount of
$52.6 million.

Summary Rating Rationale:

The ratings reflects the hotel's solid financial performance and
recovery of revenue growth over the past three years; however,
revenues continue to fall short of expected levels set at the time
of the bond financing. The hotel is generally outperforming its
competitive set in the Baltimore market and has strong city
support. The subordinate lien rating also reflects the depletion
of the $4 million operating reserve portion that supports that
lien.

City support includes site specific hotel occupancy taxes (HOT)
collected at the property and the ability to use up to $7 million
of HOT collected city-wide that must be appropriated from the
city's budget annually, if needed. In addition, 50% of the debt
service reserve fund is supported by $8.5 million surety policy
provided by Syncora Guarantee Inc. (ratings withdrawn), which
Moody's believes now provides a substantially lower level of
credit protection.

Outlook:

The negative outlook is based on the hotel's tenuous operating and
financial profile. The hotel has seen stability in its operating
revenues with year-over-year improvement in revenue per available
room (RevPAR) in each of the past four years, however revenue
remains below what is needed to cover all annual debt service
requirements. Moody's expects the hotel will continue to
outperform its competitive set and will not need to use city-wide
HOT collections in the near term. However, at current growth rates
the hotel will be challenged to maintain its current credit
position due to the competitive nature of the industry which will
cap revenue growth in the face of continuously escalating debt
service requirements. Moody's believes the hotel will need to use
both the city-wide HOT collections, perhaps as early as 2019, and
the Hilton guarantee to cover expenses in the longer term, but it
is unlikely the debt service reserve funds would be used before
the final year of debt service in 2039.

Strengths:

-- High level of ongoing municipal support. Tax revenue available
    could total over 65% or more of current senior lien debt
    service

-- Well positioned in a historically strong hospitality market
    with demand augmented through the hotel's relationship and
    proximity to the convention center

-- Hilton brings substantial expertise, resources, and brand-name
    recognition to the project, along with providing a substantial
    financial guarantee

Challenges:

-- The project operates in a highly competitive market, with five
    other high quality hotels located nearby, along with a number
    of limited service hotels and several new properties expected
    to be constructed in the coming years

-- Initial revenue performance has been well below expected
    levels due to the economic recession and lower demand for
    hotel space

-- Operating and cash trap reserves have been expended to cover
    revenue shortfalls and the reduced credit strength of the
    surety policy providers for 50% of the senior lien debt
    service reserve fund reduces that reserve's value to
    bondholders

-- The hotel is dependent in large part on the convention
    center's ability to compete successfully with convention
    centers in other cities along the Eastern seaboard, an
    increasingly crowded field.

What Could Change the Rating - UP

The rating is unlikely to move up unless RevPAR increases to
levels that reverse the increasing use of reserves over a
sustained period of moderate growth.

What Could Change the Rating - DOWN

If the hotel's financial performance continues at current levels
that do not allow at least 1.0x coverage of annual debt service
requirements and expenses; if any additional reserves or city-wide
HOT collections are needed to meet operating and debt service
requirements; if operating performance declines to the point that
the hotel needs to access the $25 million Hilton guarantee
(reduced to $5 million in 2016), the rating could experience a
multi-notch downgrade.


BAY AREA FINANCIAL: Seeks to Compromise Prepetition Loan
--------------------------------------------------------
Bay Area Financial Corp. asks the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, to approve
the compromise of a promissory note.

The Debtor negotiated prior to the Petition Date, a compromise of
one of its secured real estate loans.  The loan is secured by real
property owned by the Debtor.  Escrow for the sale of that real
property is set to close between Dec. 13 and 17, 2013.  The sale
of the real property collateral would result in the payment to the
estate of approximately $678,554.  The $28,554 represents a
negotiated reduction in the accrued interest of approximately 50%.
However, the closing of the sale will avoid the Debtor incurring
foreclosure costs, costs of maintaining the real estate owned, as
well as payment of $275,000 in delinquent taxes. Delaying the sale
from the currently scheduled closing date imposes a substantial
risk with potentially adverse consequences to the estate, the
Debtor states.

By the motion, the Debtor seeks approval from the Court for it to
compromise the accrued interest for its outstanding loan so as to
enable escrow to timely close, which compromise is consistent with
the Debtor's prepetition ordinary course business practices.

The Debtor also seeks authority to establish procedures for the
entry of compromise agreements regarding certain promissory notes
that are assets of the bankrupt estate.

Creditors Larry and Linda Sacks, in their capacity as trustees of
the Sacks Family Trust, state that the Sacks Trust does not object
to the proposed compromise of the promissory note, but ask that
future compromises should at least require some "negative notice"
to any official committee of unsecured creditors to review the
basis for the compromise.  The Sacks are represented by Richard W.
Brunette, Esq. -- rbrunette@sheppardmullin.com -- at Sheppard,
Mullin, Richter & Hampton LLP, in Los Angeles, California.

                     About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

The petition lists assets and debt both exceeding $10 million.
Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.


BAY AREA FINANCIAL: Employs Biggs & Co. as Accountants
------------------------------------------------------
Bay Area Financial Corp. seeks authority from the U.S. Bankruptcy
Court for the Central District of California, Los Angeles
Division, to employ Biggs & Co. as accountants to, among other
things, review, assist in preparation and prepare sales tax
returns, payroll tax returns, information tax returns, U.S.
Trustee reports and other accounting reports and tax returns as
may be required and necessary.

Biggs will be paid based on its normal and usual hourly billing
rates.  Immediately prior to the Petition Date, the Debtor paid
Biggs $20,000 to be applied to its December 2013 prepetition
accounting and consultation fees.

Biggs assures the Court that it 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.

                     About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

The petition lists assets and debt both exceeding $10 million.
Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.


BAY AREA FINANCIAL: Section 341(a) Meeting Set on January 14
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Bay Area
Financial Corporation will be held on Jan. 14, 2014, at 10:00 a.m.
at RM 5, 915 Wilshire Blvd., 10th Floor, Los Angeles, CA 90017.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                     About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

The petition lists assets and debt both exceeding $10 million.
Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.


BENTLEY PREMIER: Case Trustee Can Hire Gollob Morgan as Accountant
------------------------------------------------------------------
Jason R. Searcy, the Chapter 11 trustee of Bentley Premier
Builders LLC, sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ
Gollob, Morgan, Peddy & Co., P.C. as certified public accountants
for the estate.

The Chapter 11 Trustee requires Gollob Morgan to:

   (a) prepare monthly operating reports;

   (b) prepare of financial statements;

   (c) perform tax consulting and rendering tax advice;

   (d) prepare Income Tax Returns; and

   (e) any and all other general accounting needs which may arise.

Gollob Morgan will be paid at these hourly rates:

       Partners                  $320
       Managers                  $205
       Senior Accountants        $165
       Staff Accountants         $130
       Paraprofessionals         $100

Gollob Morgan will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Robert W. Peddy, partner of Gollob Morgan, 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.

                        About Bentley Premier

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

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

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

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

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

Judge Brenda Rhoades presides over the case.

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

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


BENTLEY PREMIER: Court Denies Employment of Hiersche Hayward
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas, has
denied the request of Bentley Premier Builders, LLC, to employ
Hiersche, Hayward, Drakely & Urbach, P.C., as counsel.

Hiersche Hayward notified the Bankruptcy Court of a stipulation
entered among Mark Smith Custom Homes, Inc., Peckham Custom
Builders, Ltd., Don Chiles, Bill Loughborough, Teresa Loughborough
and Mark Pitts, resolving the objections to Bentley's request to
employ the Hiersche Hayward firm.

The stipulation provides that:

   1. The Higier firm's initial meeting with Ms. Golgart was on
      Aug. 14, 2013; and

   2. Jason Rodriguez with the Higier firm called Jason Katz
      on Sept. 13, 2013, to inform Jason Katz that the Higier
      firm was not representing Ms. Golgart even if she paid the
      requested retainer after Sept. 13.

On Nov. 15, Hiersche Hayward filed its omnibus reply to the
objections, stating that:

   1. no actual conflict exists; any possible future conflicts
      are now moot;

   2. the disclosures made by Hiersche Hayward were adequate;

   3. under the totality of the circumstances, Hiersche Hayward
      does not hold an interest adverse to the estate and is
      a disinterested person; and

   4. the information requested by the Phillip M. Pourchot
      Revocable Trust has been provided.

William T. Neary, the United States Trustee for Region 6, in his
objection to the hiring, stated that Hiersche Hayward has been
candid and forthcoming with the response to all of the questions
he has raised.  The U.S. Trustee believes Hiersche Hayward is not
sufficiently disinterested under 11 U.S.C. Section 327 for the
Court to grant the employment application.  The U.S. Trustee
admitted that any one of the items he relied on to disqualify
Hiersche Hayward may not sufficiently demonstrate lack of
disinterestedness, but contends that the indicia of irreconcilable
conflict pre- and post-petition are overwhelming.

As reported in the Troubled Company Reporter on Nov. 15, 2013,
Hiersche Hayward filed a second supplement to the Debtor's
application.

Hiersche Hayward asked the Court to approve $13,000 as a
postpetition retainer and allow the firm to keep the $13,000 in
its IOLTA trust account until further Court order.

Hiersche Hayward also disclosed that, among other things:

   1. HHDU erroneously disclosed that it received $39,500 from
      the Debtor during the one year preceding the commencement
      of the bankruptcy case.  HHDU actually received $62,258
      from the Debtor during the one year preceding the
      commencement of the case.

   2. The Debtor could not obtain a hearing on its application
      for temporary injunction to enjoin foreclosures on many
      of its properties in state court.

   3. In the state court suit, HHDU represented Sandy W. Golgart
      in defending a conversion claim asserted by Phil Pourchot.
      Ms. Golgart and Mr. Pourchot are equity owners of the Debtor
      and are involved in litigation between themselves over
      issues involving the Debtor. The claim was for less than
      $20,000 actual damages and exemplary damages and was not
      supported by the evidence. HHDU also represented Ms. Golgart
      on a defamation claim against Mr. Pourchot.  Nothing in
      HHDU's prepetition representation of Ms. Golgart was adverse
      to Bentley.

   4. HHDU investigated Phillip Pourchot's claims made against
      Ms. Golgart and found no evidence to support them.  Ms.
      Golgart made no claims against Bentley.  There was no
      conflict.

As reported in the TCR on Aug. 27, 2013, the firm's Gerald P.
Urbach, Esq., and Jason M. Katz, Esq., are expected to provide
legal services on matters involving financial restructuring and
insolvency issues, including exploration of possible non-
bankruptcy restructuring alternatives, as well as preparation of
the requisite petitions, pleadings, exhibits, lists and schedules
in connection with the commencement of the Chapter 11 case.

Hiersche Hayward has advised that the representation of the Debtor
will involve fees and expenses of more than $13,000 and the firm
expects to be paid for future fees and expenses out of the
Debtor's operations, after appropriate Court order.

To the best of the Debtor's knowledge, Hiersche Hayward does not
have any connection with, or any interest adverse to, the Debtor,
its creditors, or any other party-in-interest or their respective
attorneys and accountants, or the U.S. Trustee for the Eastern
District of Texas.  Accordingly, Hiersche Hayward and its
professionals are "disinterested persons" as the term is defined
under Sec. 101(14) of the Bankruptcy Code.

                        About Bentley Premier

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

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

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

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

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

Judge Brenda Rhoades presides over the case.

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

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


BERRY PLASTICS: Moody's Rates New $1.12-Bil. Secured Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
senior secured first lien term loan of Berry Plastics Corporation.
The company's B2 Corporate Family and B2-PD Probability of Default
remain unchanged. Instrument ratings are detailed below. The
ratings outlook is stable. The proceeds of the new $1,125 million
term loan due 2021 will be used to refinance the outstanding
balance of $1,125 on the existing $1,200 million senior secured
term loan C due April 3, 2015. Terms and conditions are expected
to be identical to the existing term loan D.

Moody's assigned the following rating:

Berry Plastics Corporation

-- Assigned new $1,125 million 1st Lien Senior Secured Term Loan
   E due January 2021, B1 (LGD 3, 36%)

The following ratings are unchanged (LGD assessments revised as
stated):

-- $1,200 million 1st Lien Senior Secured Term Loan C due
   April 2015 ($1,125 million outstanding), B1 (LGD3, 36% from
   LGD 3, 41%) (to be withdrawn at the close of the transaction)

-- $1,400 million 1st Lien Senior Secured Term Loan D due
   February 2020, B1 (LGD3, 36% from LGD 3, 41%)

-- 2nd lien Senior Secured Notes, Caa1 (LGD 5, 85%)

Berry Plastics Group, Inc.

-- Corporate Family Rating, B2

-- Probability of Default Rating, B2-PD

-- Speculative Grade Liquidity Rating, SGL-2

-- Senior Unsecured Term Loan due June 2014, Caa1 (LGD 6, 97%)

The ratings outlook is stable.

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

Ratings Rationale:

Berry's B2 Corporate Family Rating reflects the company's exposure
to more cyclical end markets, relatively fair contract position
with customers and high percentage of commodity products. The
rating also reflects the fragmented and competitive industry
structure and the company's historical financial aggressiveness
and acquisitiveness.

Strengths in Berry's competitive profile include its scale,
concentration of sales in food and beverage packaging, and good
liquidity. The company's strengths also include a strong
competitive position in rigid plastic containers and a history of
producing innovative products despite the large percentage of
commodity products.

The rating could be downgraded if there is deterioration in the
credit metrics, liquidity or the operating and competitive
environment. Additional debt financed acquisitions, excessive
acquisitions (regardless of financing) and/or a move to a more
aggressive financial profile could also prompt a downgrade.
Specifically, the rating could be downgraded if total adjusted
debt to EBITDA rises above 6.0 times, EBITA to gross interest
coverage declines below 1.5 time, the EBITA margin declines below
the high single digits, and/or free cash flow to debt declines
below the mid single digits.

The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable operating and
competitive environment while maintaining good liquidity. An
upgrade would also be dependent upon maintenance of good liquidity
and less aggressive financial and acquisition policies. The
ratings could be upgraded if adjusted total debt to EBITDA moves
below 5.0 times, free cash flow to debt moves up to the high
single digit range, the EBITA margin improves to the double digit
range, and EBITA to gross interest coverage moves above 1.8 times.


BERRY PLASTICS: S&P Rates $1.125-Bil. First Lien Term Loan 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2' recovery rating to Evansville, Ind.-based Berry
Plastics Corp.'s proposed $1.125 billion incremental first-lien
term loan E due 2021.  The '2' recovery rating indicates
expectations for substantial (70% to 90%) recovery in the event of
a default.

Berry will use proceeds of the term loan to refinance the
company's term loan C due 2015.  S&P's 'B' corporate credit rating
and other ratings on Berry are unchanged.  The outlook is stable.

Standard & Poor's Ratings Services' ratings on Berry reflect its
assessment of the company's business risk profile as "fair" and
the financial risk profile as "highly leveraged".  Berry is a
leading producer of rigid plastic packaging products for
relatively stable dairy, food, beverage, health care, and other
consumer product applications.  It also manufactures flexible
packaging products, some of which serve more-cyclical end markets.
In addition, Berry is a leading supplier of plastic injection-
molded and thermoformed open-top containers, aerosol overcaps,
drinking cups, housewares, and closures for the food, beverage,
and health care industries.

S&P expects debt to EBITDA to remain at about 5x and funds from
operations to total adjusted debt to remain in the low-teens
percentage area consistent with the current rating.

RATINGS LIST

Berry Plastics Corp.
Corporate Credit Rating            B/Stable/--

New Rating

Berry Plastics Corp.
$1.125 Bil. Incremental First-Lien
  Term Loan E Due 2021              B+
   Recovery Rating                  2


BRIXMOR LLC: Fitch Raises IDR & Unsecured Notes Rating to 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of Brixmor LLC as
follows:

-- Issuer Default Rating (IDR) to 'BB+' from 'BB-';
-- Senior unsecured notes to 'BB+' from 'BB-'.

Fitch has revised the Rating Outlook to Positive from Stable.

Key Rating Drivers:

The upgrade reflects the improved financial and liquidity profile
of Brixmor LLC's indirect parent company, Brixmor Property Group,
Inc. (BRX or the company), including reduced leverage, stronger
fixed charge coverage, and improved contingent liquidity,
including a $1.25 billion revolving line of credit and an
increased portfolio of unencumbered assets.

The Positive Outlook reflects Fitch's expectation that BRX's
leverage and coverage metrics will continue to improve, and that
the company will aggressively unencumber assets by refinancing
secured mortgage debt with unsecured bonds and, or unsecured bank
term loan borrowings.

Fitch views the relationship between Brixmor LLC and BRX as an
important rating consideration. The ratings and Positive Outlook
incorporate implicit support from BRX. Fitch views Brixmor LLC as
a core part of BRX's business, reflecting strong operational and
financial linkages between the two companies and Fitch analyzes
Brixmor LLC's credit quality based on BRX's consolidated financial
statements.

In addition, Fitch considers Brixmor LLC's 128 properties (pro
forma for the IPO distributions) as being of comparable quality
and market granularity to BRX's properties.

Highly Diversified Portfolio

BRX's credit profile benefits from widespread cash flow
diversification by geography, assets, tenants and leases. The
company's 522 properties comprise 87 million sf and are located in
38 states and over 175 metropolitan statistical areas (MSAs). The
company's largest shopping center represents only 1.5% of ABR.
Thirty-six percent of the company's annualized base rent (ABR) is
located in the top-10 U.S. MSAs by population and 63% is in the
top-50 MSAs. The company's largest market is the New York/Northern
New Jersey metro, which comprises 6.1% of its ABR. The company has
approximately 5,400 tenants in its portfolio with approximately
9,300 leases. BRX's top-20 tenants comprise 26.4% of its ABR as of
Sept. 30, 2013. Five are investment grade rated, including The
Kroger, Co. (IDR 'BBB'), which was the company's largest tenant at
3.4% of the company's ABR.

Improved Capitalization and Liquidity

BRX has strengthened its liquidity profile by obtaining a $2.8
billion credit facility in July 2013 and gaining access to the
public equity markets in November 2013 through an upsized IPO that
generated $891.3 million of net proceeds, including
overallotments. The company used revolver and term loan borrowings
under its credit facility to unencumber assets by paying off $2.4
billion of mortgages. The company used the IPO proceeds to pay
down its revolver. Fitch expects that BRX's enhanced liquidity,
access to capital and financial position should provide additional
flexibility for the company to maintain and improve its
properties. This, in turn, should result in higher occupancies and
above average same store net operating income (SSNOI) growth that
will strengthen the company's credit metrics.

Revolving lines of credit typically comprise the largest source of
liquidity for REITs given the cash distribution requirements
associated with electing REIT tax status do not enable issuers to
retain meaningful amounts of cash. Fitch had traditionally viewed
the lack of a revolving credit facility within the BRX corporate
group (and Brixmor LLC specifically) as a key credit concern.

Fitch's base case analysis shows BRX's sources of liquidity
through 2015 covering uses by 1.0x (0.9x including planned
redevelopment expenditures). BRX's liquidity coverage improves to
2.2x (2.0x including redevelopment) under an alternate scenario in
which the company refinances its secured maturities at an 80%
advance rate, although Fitch views this scenario as less likely
given the company's strategy to unencumber assets. Fitch
calculates liquidity coverage as sources (cash, availability under
the revolving credit facility and retained cash flow from
operations after dividends) dividend by uses (debt maturities and
recurring capital expenditures).

Slow and Steady De-Leveraging

Fitch expects BRX's leverage to improve to the high 6.0x range by
the end of 2015, due to a combination of SSNOI growth, incremental
NOI from redevelopments and modest debt reduction funded from free
cash flow. BRX's leverage was 7.7x based on annualizing the
company's pro forma recurring operating EBITDA for the quarter
ended Sept. 30, 2013. The pro forma results adjust for portfolio
and capitalization changes that occurred subsequent to quarter end
as a result of BRX's IPO on Nov. 4, 2013. Fitch defines leverage
as consolidated net debt divided by recurring operating EBITDA,
including recurring cash distributions from joint ventures, but
excluding non-cash above and below market lease income.

Improving Fixed-Charge Coverage

Fitch expects BRX's fixed charge coverage to improve to the high-
2.0x range in 2015, due to higher property NOI, partially offset
by higher interest costs associated with refinancing low cost,
variable rate, secured borrowings with higher cost fixed rate
unsecured debt. BRX's fixed-charge coverage was 2.1x for the year-
to-date and annualized quarter ended Sept. 30, 2013. Fitch defines
fixed-charge coverage as recurring operating EBITDA less non-cash
revenues and recurring capital expenditures divided by cash
interest incurred.

Above Average Internal Growth

Fitch expects BRX to generate above-peer average SSNOI growth of
4%, 3.5% and 3.5% in 2013, 2014 and 2015. Improved anchor and
small shop occupancy rates and positive spreads on new and renewal
leases commencing underpin Fitch's internal growth projections.
BRX's occupancy has increased on a year-over-year basis in each of
the last 11 quarters. Occupancy at Sept. 30, 2013, was 92.1% - up
90 basis points (bps) from the comparable year-ago period. Rental
rate growth in BRX's portfolio has been positive for 11
consecutive quarters. Spreads on new and renewal leases (including
options exercised) were positive 50.9% and 7.6%, respectively
during the third quarter 2013.

Moreover, the company's pipeline of anticipated new leases signed
and under letter of intent, has an average contractual rental rate
of $14.57 per square foot (psf), which is a 23% premium compared
to the $11.87 psf portfolio average rent. Fitch views the
company's unbalanced lease expiration schedule, with an emphasis
on near-term expirations as less of a credit concern given the
below market nature of existing leases against the backdrop of
favorable retail CRE industry fundamentals, including rising
rental rates in most markets.

Simple Story; Few Legacy Issues

BRX operates with a relatively straightforward business model that
includes whole ownership of U.S. based neighborhood and community
shopping centers. The company has no material joint ventures and
does not intend on making joint venture equity a focus of its
growth strategy going forward. BRX's external growth strategy will
focus on redevelopment of its existing centers. The company does
not plan on engaging in ground-up development and has no legacy
stalled development projects to work through from the prior cycle.
Fitch does not expect the company to sell assets in the near term.
BRX transferred 45 properties deemed to be non-core to Blackstone
in exchange for 43 assets acquired by Blackstone from Regency
Centers (IDR 'BBB') and Equity One. Fitch views the assets
acquired from Blackstone to be of significantly higher quality
than those transferred based on factors including market
locations, occupancy rates, tenant credit quality and average
rents.

Growing Unencumbered Pool

Fitch calculates the company's unencumbered assets cover its
unsecured debt (UA/UD) by 1.9x. Fitch uses a direct capitalization
approach of unencumbered property NOI assuming a stressed 8.5%
capitalization rate. BRX's UA/UD is strong for the 'BB+' rating
and the company plans to significantly unencumber assets over the
next 1-3 years through refinancing (in some cases ahead of
maturities) secured obligations with unsecured bonds and term
loans and, to a lesser extent, through debt repayments with
retained free cash flow. Given the debt yields of maturing
mortgages, Fitch expects UA/UD to center in the 2.0x over the next
several years.

Experienced Management and Sponsor

BRX has a cycle-tested management team with extensive real estate
operating and capital markets experience, including prior
executive-level roles at other publicly traded retail REITs. BRX
management is committed to improving its balance sheet as part of
its broader strategy of regaining access to the public unsecured
bond markets.

Controlled Company

Fitch views Blackstone's 77% majority ownership of BRX (70% voting
interest) as moderate net negative to the credit. Positive aspects
include access to Blackstone's extensive CRE experience and
network of relationships. Although Blackstone representatives
control the majority (five of nine) of its board seats, BRX has a
strong set of corporate governance practices, including a non-
staggered board, no shareholder rights plan and opting out of
Maryland unsolicited takeover laws that generally favor management
entrenchment.

However, if forced to choose, Fitch expects Blackstone to favor
maximizing value for shareholders over bondholders. Blackstone
plans to exit its investment in BRX during the next 3-5 years.
This could also limit the company's flexibility to issue equity,
which may be in competition with selling by Blackstone. REITs have
historically relied on the equity capital markets to fund new
investments, as well as to meet maturing debt obligations during
times of economic and financial stress.

Asset Quality Lower than Peers

Fitch considers BRX's asset quality to be at or near the low end
of its publicly traded peers, based on the portfolio's current
operating metrics, including occupancy and rent psf, surrounding
demographics and exposure to tertiary markets. Deferred
maintenance due to lack of reinvestment under financially stressed
previous owner Centro Properties is partly responsible for BRX's
weak relative operating metrics. Fitch expects BRX to continue the
program of reinvestment in its properties started under
Blackstone's ownership. Longer term, Fitch expects BRX to reduce
its exposure to secondary and tertiary markets by selling assets
and recycling capital into primary markets. Although BRX's asset
quality is below its publicly traded REIT peers, it shows well
against the stock of U.S. retail properties, generally.

Rating Sensitivities:

The following factors may result in an IDR upgrade for Brixmor LLC
to 'BBB-'; based on the consolidated financial metrics of BRX:

-- Fitch's expectation of fixed-charge coverage sustaining above
    2.0x (annualized 3Q'13 pro forma coverage was 2.1x);

-- Fitch's expectation of leverage sustaining below 7.0x
    (annualized 3Q'13 leverage was 7.7x);

-- Fitch's expectation of unencumbered asset coverage of
    unsecured debt sustaining above 2.0x (unencumbered assets -
    valued as 3Q'13 annualized unencumbered NOI divided by a
    stressed capitalization rate of 8.5% to unsecured debt was
    1.9x).

The following factors may negatively impact Brixmor LLC's ratings
and/or Outlook; based on the consolidated financial metrics of
BRX:

-- Fitch's expectation of fixed-charge coverage sustaining below
    1.8x;

-- Fitch's expectation of leverage sustaining above 8.5x;

-- Base case liquidity coverage sustaining below 1.0x.


CAPARRA HILLS: Fitch Lowers Issuer Default Rating to 'BB-'
----------------------------------------------------------
Fitch Ratings has downgraded Caparra Hills, Inc.'s Issuer Default
Rating (IDR) to 'BB-' from 'BB'. Fitch has also downgraded the
company's US$59.3 million secured debt bond rating to 'BB+' from
'BBB-'.

The Rating Outlook has been revised to Negative from Stable.

The negative rating actions reflect the negative trend in the
company's vacancy rates coupled with the shortening of its
contract maturity schedule. Due to the challenging operating
environment in Puerto Rico, Caparra Hills' vacancy rates increased
during the last three years reaching levels of 7.7%, 11.4%, and
14.8% by June 2011, June 2012, and June 2013, respectively. The
contract maturity profile of the company's lease portfolio has
also shortened as contracts with main tenants are due during 2014-
2015 and these are not yet being renewed. About 15% of the
company's rental income expires before June 2014, while an
additional 62% expire during the 12-month period ended in June
2015.

Caparra Hills' IDR reflects the company's liquidity, moderate-to-
high leverage, concentration risk, and manageable debt payment
schedule. The rating also incorporates Caparra Hills' revenue
stream from its lease portfolio. The lease revenues are
predominately fixed in nature and also provide for the pass-
through of ongoing maintenance and operating expenses for Caparra
Hills' properties.

The 'BB+' rating for the secured bonds positively incorporates the
collateral support included in the transaction structure. The
payments of the bonds are secured by a first mortgage on the
company's real estate properties and the assignment of leases. The
transaction structure includes a debt-service reserve fund,
estimated at US$7.9 million, which covers the equivalent of 18-
month debt service for the secured bonds.

The secured bonds are payable solely from payments made to the
Puerto Rico Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing Authority (AFICA) by
Caparra Hills. AFICA serves solely as an issuing conduit for local
qualified borrowers for the purpose of issuing bonds pursuant to a
trust agreement between AFICA and the trustee. The secured bonds
are not guaranteed by AFICA, do not constitute a charge against
the general credit of AFICA, and, do not constitute an
indebtedness of the Commonwealth of Puerto Rico or any of its
political subdivisions.

Key Rating Drivers:

The company's revenue structure is based mostly on fixed rent,
which represent about of 60% total revenues. The other significant
component in Caparra Hills' revenue structure is tenant
reimbursements, which represent about of 25% of total revenues,
covering costs associated with property management and taxes.

The ratings factor in the concentration risk in Caparra Hills'
operations related to its three contiguous properties, which
limits the company's diversification and growth strategies.
Further risks include Caparra Hills' high counterparty risk with
five tenants representing approximately 60% of the company's total
revenues.

Caparra Hills' good liquidity position reflects its capacity to
generate positive cash flow from operations (CFFO) combined with
high cash position relative to its short-term debt and a
manageable debt payment schedule. During the last three years,
Caparra Hills' CFFO averaged US$3.2 million annually. As of Sept.
30, 2013, Caparra Hills' cash position was US$7.8 million. In
addition, the company maintains a debt service reserve fund of
approximately US$7.9 million, covering 18 months of debt service.
Furthermore, the company maintains US$1 million of an unused
unsecured committed bank credit facility.

At the end of September 2013, Caparra Hills had US$57.6 million of
total debt, which was composed entirely of the secured bonds.
Caparra Hills' gross leverage, as measured by total debt/EBITDA
ratio, was 8.5x as of Sept. 30, 2013. The secured debt requires
approximately US$5 million of annual debt service (principal and
interest payments). This debt service is supported by the
company's cash flow generation of about US$6.8 million of EBITDA
during the latest 12 months (LTM) ended Sept. 30, 2013. Caparra
Hills' EBITDA margin was 65% at for the period ended Sept. 30,
2012.

Caparra Hills conducts its operations in Puerto Rico, which Fitch
views as a positive in terms of enforceability of the company's
secured debt in the event of default. The relationship between the
United States and Puerto Rico is referred to as commonwealth
status. Puerto Rico's constitutional status is that of a territory
of the United States, and, pursuant to the territorial clause of
the U.S. Constitution, the ultimate source of power over Puerto
Rico is the U.S. Congress.

Rating Sensitivities:

A downgrade could be triggered by continued deterioration of the
company's vacancy rates and limited improvement in its contract
maturity schedule coupled with declining cash flow generation,
measured as EBITDA, resulting in weaker credit metrics.

Conversely, lower business risk resulting from the company
capacity to reverse the negative trend in its vacancy rates and
the improvement of its contract maturity schedule could trigger a
revision of the Rating Outlook to Stable.


CHINA NATURAL: Proofs of Claim Deadline Set for Jan. 6
------------------------------------------------------
Creditors of China Natural Gas, Inc. must file their proofs of
claim by Jan. 6, 2014.

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP,
in Washington, D.C., represents the Petitioners as counsel.

China Natural Gas, Inc., sought dismissal of the involuntary
petition but in July 2013, it consented to the entry of an
order for relief under Chapter 11 of the U.S. Code.

The last regulatory filing listed assets as of June 30 of $29.5
million and liabilities totaling $82.5 million.


COLOR STAR: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

     Debtor                                 Case No.
     ------                                 --------
     Color Star Growers of Colorado, Inc.   13-42959
     4122 Cowling Road
     Sanger, TX 76266

     Color Star, LLC                        13-42961
     4122 Cowling Road
     Sanger, TX 76266

     Vast, Inc.                             13-42960
     4122 Cowling Road
     Sanger, TX 76266

Chapter 11 Petition Date: December 15, 2013

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

Debtor's Counsel: Evan R. Baker, Esq.
                  GARDERE WYNNE SEWELL LLP
                  1601 Elm Street, Suite 3000
                  Dallas, TX 75201
                  Tel: 214-999-4610
                  Fax: 214-999-3610
                  Email: ebaker@gardere.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million

The petition was signed by Brad Walker, chief restructuring
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                         Nature of Claim  Claim Amount
   ------                         ---------------  ------------
Express Seed Company               Trade Debt        $737,502
P.O. Box 74352
Cleveland, OH 44194-4352

BWI Companies, Inc.                Trade Debt        $647,903
P.O. Box 459
Schulenburg, TX 78956-0459

Premier Horticulture Inc.          Trade Debt        $201,966

Myer Industries Inc.               Trade Debt        $171,890
Lawn & Garden Group

Costa Farms, LLC                   Trade Debt        $120,438

TVI Imports LLC                    Trade Debt        $109,994

Greenhouse Holdings, LLC           Trade Debt        $109,521

Sun Valley Farms, Inc.             Trade Debt        $100,287

Cass County Collector              Tax                $89,218

Encore Energy                      Trade Debt         $85,297

Michells Seed                      Trade Debt         $83,890

Winfield Solutions, LLC            Trade Debt         $77,300

Specialty Vermiculite Corp.        Trade Debt         $73,844

Network Packaging LLC              Trade Debt         $70,546

A-Roo Company                      Trade Debt         $62,610

Ball Seed Company                  Trade Debt         $59,634

Pinnacol Assurance                 Insurance          $56,654

Summit Plastic Company             Trade Debt         $56,180

Lee County Tax Office              Tax                $54,336

Blackmore Company, Inc.            Trade Debt         $50,657

Container Centralen, Inc.          Trade Debt         $50,430

Metrolina Greenhouses, Inc.        Trade Debt         $48,625

Denton County Tax Assessor         Tax                $48,525

Northwestern Mutual                Insurance          $48,015

Wal-Mart Stores, Inc.              Trade Debt         $42,222

Stuifbergen Bloombollen            Trade Debt         $40,059

CTI International Ltd.             Trade Debt         $38,665

Sun Coast Resources, Inc.          Trade Debt         $36,461

Persolite Products, Inc.           Trade Debt         $34,463

Pindstrup Mosebrug A/S             Trade Debt         $31,291


CONSOLIDATED ALUMINUM: Case Summary & 5 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Consolidated Aluminum Corporation
           fdba Conalco, Inc.
           fdba Aluminum Foils, Inc.
        90 Boroline Road
        Allendale, NJ 07401

Case No.: 13-37149

Chapter 11 Petition Date: December 15, 2013

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

Judge: Hon. Novalyn L. Winfield

Debtor's Counsel: Sharon L. Levine, Esq.
                  LOWENSTEIN SANDLER LLP
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: 973.597.2500
                  Fax: 973.597.2400
                  Email: slevine@lowenstein.com

Estimated Assets: $500,001 to $1 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Alexander Hoy, president, chief
financial officer and treasurer.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-37149.pdf


CONSOLIDATED COMMUNICATIONS: Moody's Rates New $985MM Loans 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the proposed
$910 million senior secured term loan B and the proposed $75
million revolver for Consolidated Communications, Inc.  The B1
Corporate Family Rating and stable outlook remain unchanged. The
use of proceeds is expected to refinance the existing term loans,
the $402 million term loan B-2 that matures in December 2017 and
the $511 million term loan B-3 that matures in December 2018, and
fees and expenses for the transaction. The transaction will extend
the term loan maturity to December 2020, the revolver maturity to
December 2018 and increase revolver capacity to $75 million from
$50 million. The new term loan and revolver are guaranteed by
Consolidated Communications Holdings, Inc. and all existing and
future direct and indirect subsidiaries of the holding company. At
the closing of the transaction, Moody's will withdraw the rating
on the existing term loans and revolver.

Moody's has taken the following rating actions:

Issuer: Consolidated Communications, Inc.

New $910 million Sr. Secured Term Loan B-4 due December 2020,
Assigned Ba3 (LGD3, 34%)

New $75 million Sr. Secured Revolving Credit Facility due December
2018, Assigned Ba3 (LGD3, 34%)

Corporate Family Rating, B1 Unchanged

Probability of Default Rating, B1-PD Unchanged

Outlook, Stable

Ratings Rationale:

Consolidated's B1 Corporate Family Rating reflects continued
access line losses from its high margin legacy telecommunications
segment, intense competition from cable, wireline, and wireless
operators, and its aggressive financial policy of paying out free
cash flow as dividends. Also incorporated into the rating is the
relatively high leverage of 4.7x (including Moody's standard
adjustments) as of LTM September 30, 2013 and expectations that it
will not improve in the near term as its high dividend payment
policy limits free cash flow available for future debt repayment.
The decline in its legacy access lines will necessitate a
continued focus on cost savings in order to maintain EBITDA
margins. Consolidated will continue to be susceptible to changes
in USF payments that could impact earnings given the high margins
of this revenue stream. Revenues will also suffer modestly from
the loss of the Illinois Department of Corrections contract.

The rating is supported by EBITDA margins in the mid 40% range
(including dividends received from its wireless investments) good
cash flow (prior to dividend payments and capex spend), and a
proven track record of successfully integrating acquisitions.
Following the SureWest acquisition in July 2012, Consolidated is
successfully integrating SureWest and has achieved their two-year
synergy target nine months ahead of schedule, although the billing
system still needs to be converted. The company benefits from
diversified operations in five different regions, improved scale,
cost saving opportunities, and increased exposure to broadband
services as well as an advanced fiber network that has more stable
revenue prospects. Enhanced VOIP, IPTV, and broadband services
also offer the potential to sell double or triple-play packages
that could reduce churn rates and diversify its revenue stream
away from traditional access lines. However, these services have
lower margins and subject the company to higher TV programming
expenses compared to larger competitors, and expose Consolidated
to potential new internet based TV offerings.

Consolidated has good liquidity as reflected by its SGL-2
speculative grade liquidity rating. Meaningful internal liquidity
sources (pre-dividend and capex), a $75 million revolver that is
expected to have $12 million drawn at closing, and the absence of
near term maturities (besides minimal scheduled debt
amortizations) support the company's liquidity profile. However,
higher capex spend of approximately $100 to 110 million for
FYE2013 is expected to weaken free cash flow levels as is the high
dividend payout ratio which is anticipated to lead to minimal
voluntary debt repayment in the near term. While Moody's
anticipates capex levels will moderately decline over time, it
will remain well above historical capex levels prior to the
SureWest transaction. Dividend payments are expected to remain
around $62 million annually for the next few years.

Similar to Consolidated's previous credit facility, the company is
subject to a restricted payment test that prevents dividends if
leverage exceeds 5.1x and is also subject to a total net leverage
test of 5.25x and an interest coverage test of 2.25x for the life
of the loan. Moody's expects the company to remain well within its
compliance requirements over the next 12 to 18 months. As of LTM
September 30, 2013, the covenant calculated total net leverage
ratio was 4.19x and the interest coverage ratios was 3.34x. The
company also is expected to have the ability to issue an
incremental term loan in the amount of the greater of $300 million
or the amount up to 2.75x the Senior Secured Leverage Ratio, which
could be used for future acquisitions.

Moody's rates the first lien bank debt Ba3, one notch higher that
the Corporate Family Rating. The first lien facility consists of a
$75 million revolving credit facility due December 2018 and a $910
million term loan due December 2020. First lien lenders benefit
from a pledge of stock and security in assets of all subsidiaries,
with the exception of the regulated subsidiary that holds the ILEC
assets of Consolidated in Illinois. However, lenders do have a
pledge of the stock of the excluded subsidiary. The $300 million
10.875% senior note is rated B3 given its subordinated position in
the capital structure with material amounts of senior secured debt
ahead of the notes.

The stable outlook incorporates expectations for relatively flat
to slightly negative revenues, slightly positive free cash flow
(after dividends and capex), a stable leverage profile, and EBITDA
margins above 40%.

Upward rating pressure could ensue if there was a deleveraging
transaction followed by a greater commitment to debt reduction and
a stabilization in revenue that reduced leverage below 3.25x
(including Moody's standard adjustments) on a sustained basis.

An acceleration in revenue decline or EBITDA margins prompted by
increased pressure on its core business line or a leveraging
transaction that increased leverage above 5.25x (including Moody's
standard adjustments) would put downward pressure on the ratings.
A likely covenant violation or a lack of liquidity could also
trigger a downgrade.

Consolidated Communications Holdings, Inc. provides communications
services, including local and long distance telephone, high-speed
Internet access and television, to residential and business
customers in Illinois, Texas, Pennsylvania, California, Kansas and
Missouri. The company maintains headquarters in Mattoon, IL, and
its LTM revenue is approximately $631 million as of 9/30/13.


COTT CORPORATION: Moody's Changes Ratings Outlook to Stable
-----------------------------------------------------------
Moody's affirmed Cott Corporation's Corporate Family Rating
("CFR") of B2 and the rating of Cott's Senior Unsecured Notes due
2017 and 2018 at B3 and changed the outlook to stable from
positive. Moody's also affirmed Cott's SGL-2 Speculative Grade
Liquidity rating and B2-PD Probability of Default rating.

The outlook change reflects Moody's view that an upgrade is not
warranted in the short term despite significant deleveraging, due
to uncertainty about when Cott will be able to stabilize operating
performance.

Ratings Rationale:

Cott's B2 CFR reflects its improving credit metrics, positive free
cash flow, good liquidity and leadership position as the largest
private label beverage producer in North American with a broad
portfolio of beverages. These positives are offset by the
company's limited market share, presence in an industry dominated
by Coca-Cola and PepsiCo, customer concentration in which Wal-Mart
accounts for 1/3 of revenue and volatility in operating
performance due to significant commodity exposure and
vulnerability to pricing decisions of branded industry players and
retailers.

Cott's stable outlook reflects its moderate leverage and important
position in the North American and UK private label beverage
markets, despite Moody's expectation that operating performance
may continue to be challenged in 2014. While Cott's leverage
metrics have reached the targets that could lead to an upgrade, it
is not yet clear when the company will be able to stabilize
profitability and return to growth. Aggressive promotional
activities and competitive pricing by larger, branded competitors
may cause Cott's revenue, operating income and operating margins
to continue to decline in 2014 after a several quarters of
declines recently. However, Moody's expects that Cott's debt to
EBITDA will remain below 3.0 times, following its November early
redemption of $200 million 8.375% Notes due 2018, and its plans to
continue to repay debt in 2014. Moody's expects that Cott will
maintain positive free cash flow and remain committed to its
stated goal of reducing debt to EBITDA to 2.0 times on a
sustainable basis.

Given the potential for volatility in Cott's operating
performance, a ratings upgrade would require both debt-to-EBITDA
of below 3.5 times on a sustainable basis, complemented by a good
liquidity profile and the stabilization of revenues, profitability
and volumes.

A decline in earnings as a result of further volume declines,
continued margin contraction, a weakening of Cott's liquidity, or
an increase in leverage such that debt-to-EBITDA approaches 5.5
times could result in a ratings downgrade.

The following ratings were affirmed:

Corporate Family Rating at B2

$15 million 8.375% Notes due 2017 at B3 (LGD5 -- 72%)

$375 million 8.125% Notes due 2018 at B3 (LGD5 -- 72%)

Probability of Default at B2-PD

Speculative grade liquidity rating of SGL-2.

Cott Corporation (Cott), headquartered in Toronto, Ontario, and
Tampa, Florida, is one of the world's largest private label and
contract manufacturing beverage companies. Cott's product
portfolio includes carbonated soft drinks (CSD), clear, still and
sparkling flavored waters, juice, juice-based products, bottled
waters, energy related drinks, and ready-to-drink teas. Cott's
customers include many of the largest national and regional
grocery, drugstore, and convenience store chains, and wholesalers.
Sales for the twelve months ending September 28, 2013 were
approximately $2.1 billion.


CREATION'S GARDEN: Sec. 341 Creditors' Meeting Set for Dec. 20
--------------------------------------------------------------
The U.S. Trustee for the Central District of California will
convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the
Chapter 11 case of Creation's Garden Natural Products, Inc. on
Dec. 20, 2013, at 9:00 a.m.  The meeting will be held at RM 2612,
725 S Figueroa St., Los Angeles, CA 90017.

As reported in the Troubled Company Reporter on Nov. 28, 2013,
Creation's Garden Natural Products, Inc., filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-37815) in Los Angeles. In
the bankruptcy petition filed Nov. 20, the Valencia, California-
based company estimated $10 million to $50 million in assets and
liabilities.


CREATION'S GARDEN: Hires Reich Brothers as Sale Consultant
----------------------------------------------------------
Creation's Garden Natural Products, Inc., and Creation's Garden
Natural Food Markets, Inc., seek authorization from the Hon.
Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central
District of California to employ Reich Brothers, LLC as
auctioneer, liquidator, and sale consultant and agent, effective
Dec. 2, 2013.

The Debtors require Reich Brothers to:

   (a) develop an advertising and marketing plan for all of the
       assets in consultation with the Debtors;

   (b) implement the advertising and marketing plan in
       consultation with the Debtors;

   (c) provide adequate information to prospective out-of-town
       buyers regarding travel time and travel information;

   (d) provide an absentee bid process on Consultant's website to
       enable bidders who do not want to travel to the Auction
       Sale an alternative method of bidding;

   (e) create a virtual data room and make available to all buyers
       any brand and trademark information, drawings, mechanical
       specs or any other relevant information that Consultant may
       have in its possession relating to "Creations Garden" and
       "Roccos" or "Roccos Old School";

   (f) negotiate bulk bidders referred to Consultant by the
       Debtors;

   (g) with respect to the Auction Sale, assign a sale site
       coordinator from Consultant to oversee (A) Auction Sale
       routing, sorting and grouping of all sale items into
       suitable sized lots, (B) the creation of a buyer's lot
       catalog, (C) public inspection, and (D) the delivery of all
       sold items for an agreed upon period after completion of
       the Auction Sale;

   (h) prepare for the sale of the Assets at the Auction Sale,
       including gathering specifications and photographs for
       pictorial brochures and, following the Court's approval of
       the Debtors' employment of Consultant, arranging the Assets
       in a manner, which in Consultant's reasonable judgment,
       would be designed to enhance the value of the Assets;

   (i) with respect to the Auction Sale, provide an auctioneer who
       will auction the lots for cash to the highest bidders on
       an "as is" "where is" basis with no representations or
       warranties;

   (j) contact local riggers to be available to assist buyers in
       the orderly removal of applicable Assets from the Premises;

   (k) charge and collect from all purchasers any purchase price
       together with all applicable taxes in connection therewith;

   (l) provide a complete auction crew to handle computerized
       accounting functions necessary to provide auction buyers
       with invoices, and to provide the Debtors and the Bank with
       a complete accounting of all items sold at the Auction
       Sale;

   (m) account for, and pay over to the Bank in immediately
       available funds the gross proceeds from the sale of Assets
       at the Auction Sale from which, subject to the approval of
       the Court, the Bank shall pay to Reich Brothers the
       applicable commissions or expenses entitled to be paid to
       Reich Brothers pursuant to the terms of this Agreement.
       Reich Brothers shall also account for and pay over to the
       Bank all of the sales taxes collected by Reich Brothers,
       with the Bank in turn will pay over to the appropriate
       governmental taxing agencies;

   (n) subject to clause (m) above, deposit all proceeds into a
       separate client trust account; and

   (o) submit an auction report to the Debtors and the Bank within
       15 days after the collection of funds from the Auction
       Sale, but not later than 30 days after completion of
       the Auction Sale, and provide the Debtors and the Bank with
       a statement which sets forth in reasonable detail: (i) the
       total Asset sales; (ii) collection activity; (iii) identity
       of the bidders and buyers; and (iv) equipment removal
       status report.

Reich Brothers will provide the Debtors with a minimum guaranty in
the amount of $2,000,000 and will share the upside of any Auction
Sale proceeds with the Debtors as follows:

       Auction Sale Proceeds               Allocation
       ---------------------               ----------
       $0-$2,000,000                       100% to the Debtors

       $2,000,001-$2,125,000               100% to Consultant for
                                           expenses and risk to
                                           conduct the Auction
                                           Sale

       $2,125,001- $3,125,000              90% to the Debtors/10%
                                           to Consultant

       $3,125,001 - $and up                85% to the Debtors/15%
                                           to Consultant

Reich Brothers will charge and retain a 15% buyer's premium
payable by the buyers of the Assets.  The Debtors will not be
responsible for any unpaid portion of the Buyer's premium.

Reich Brothers will deliver to the Bank, within 15 business days
following the consummation of the Auction Sale of all of the
Assets or the termination of the Consultant Agreement, as the case
may be, the Guaranty and, the Debtors' allocable portion of the
Auction Sale proceeds, in the corresponding amount calculated
pursuant to the chart that appears above.

Pursuant to the Consultant Agreement, unless the Debtors are able
to consummate a going concern sale of their business which is
approved by the Bank and the Court, Reich Brothers will conduct
one or more public auction sales on the later part of January,
2014 or early part of February, 2014 at one or more of the
Debtors' facilities located in Valencia, CA.  The Auction Sale
will be advertised by Reich Brothers on a worldwide basis.  Five
lots will be offered for sale by Consultant at the Auction Sale:

     - Lot 1 - all Assets in Bulk
     - Lot 2 - Intellectual Property (Brands, Website, Customer
               Lists & Formulas)
     - Lot 3 - Inventory (Finished, WIP & Raw Materials)
     - Lot 4 - Machinery & Equipment, in bulk
     - Lot 5 - Machinery & Equipment and Inventory on a piece meal
               Basis

Each lot will be bid via public outcry and simultaneously webcast.
The successful Lot 1 bid will be held in abeyance and compared
against Lots 2-5 on an aggregate basis.  Bulk bidders will be
required to post a $100,000 deposit, demonstrate financial
wherewithal and execute a binding purchase and sale agreement in
advance of the Auction Sale.

Reich Brothers will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Reich Brothers shall be entitled to be reimbursed out of the
Auction Sale Proceeds up to $125,000 to cover all reasonable
expenses.  Reimbursed expenses will be those reasonable Expenses
actually incurred by Reich Brothers without markup, and Reich
Brothers will be responsible for any overage.

Adam Marc Reich, co-chief executive officer of Reich Brothers,
LLC, 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 Central District of California will hold a
hearing on the motion on Jan. 7, 2014, at 11:00 a.m.

Reich Brothers can be reached at:

       Adam Marc Reich
       REICH BROTHRS, LLC
       10618 Pico Avenue
       Los Angeles, CA 90064
       Tel: (310) 248-2979
       Fax: (213) 383-5985

Creation's Garden Natural Products, Inc., sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 20, 2013 (Bankr. C.D.
Calif. Case No. 13-37815).  The case is assigned to Judge Julia
W. Brand.  The Debtor is represented by Ron Bender, Esq., and
Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.,
in Los Angeles, California.

CDC is represented by David W. Brody, Esq. -- dbrody@brody-law.com
-- Nathan R. Berkeley, Esq. -- nberkeley@brody-law.com -- and
Kenneth R. Shemwell, Esq. -- kshemwell@brody-law.com -- at Law
Offices of David W. Brody, in San Diego, California.


CREATION'S GARDEN: Hires Sherwood Partners as Financial Advisor
---------------------------------------------------------------
Creation's Garden Natural Products, Inc., and Creation's Garden
Natural Food Markets, Inc., ask for authorization from the Hon.
Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central
District of California to employ Sherwood Partners, LLC, as
financial advisor and marketing consultant, effective Nov. 20,
2013.

The Debtors have an immediate need to employ Sherwood Partners as
their financial advisor and marketing consultant to, among other
things, assist the Debtors in analyzing their business and exit
strategies, meeting the variety of reporting requirements faced by
the Debtors, preparing cash flow projections and other necessary
financial and pro forma data, and formulating and implementing an
exit strategy, including by marketing the sale of CGNP's business
as a going concern and the sale or liquidation of the Debtors'
assets.  In addition, Sherwood will provide the Debtors with
whatever other financial advisory services the Debtors reasonably
request of Sherwood during the course of these Chapter 11 cases.

Sherwood Partners will be paid at these hourly rates:

       Andrew De Camara               $425
       David Johnson                  $375
       Josh Pichinson                 $150

If other Sherwood Partners personnel assist in the matter, they
will be charged at the individuals' applicable hourly rates, not
to exceed $375 per hour.

Sherwood Partners will also be reimbursed for reasonable out-of-
pocket expenses incurred.

During the one-year period prior to the Nov. 20, 2013 petition
date, the Debtors paid the total sum of $107,000 to Sherwood
Partners for financial advisory and market consulting services in
contemplation of and in connection with the Debtors' chapter 11
cases.  Of this amount, Sherwood Partners received $63,000 for
pre-filing services and $1,207.33 for pre-filing expense
reimbursement.  The balance of $42,729.67 is a retainer for post-
filing services.

Andrew De Camara, senior managing director of Sherwood Partners,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Sherwood Partners can be reached at:

       Andrew De Camara
       SHERWOOD PARTNERS, LLC
       1100 La Avenida Street
       Building A
       Mountain View, CA 94043
       Tel: 650-454-8001
       Fax: 650-454-8040

Creation's Garden Natural Products, Inc., sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 20, 2013 (Bankr. C.D.
Calif. Case No. 13-37815).  The case is assigned to Judge Julia
W. Brand.  The Debtor is represented by Ron Bender, Esq., and
Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P.,
in Los Angeles, California.

CDC is represented by David W. Brody, Esq., Nathan R. Berkeley,
Esq., and Kenneth R. Shemwell, Esq., at The Law Offices of David
W. Brody, in San Diego, California.


CROWN CASTLE: Fitch Rates Proposed $500MM Secured Notes 'BB+'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Crown Castle
Operating Company's (CCOC) proposed $500 million senior secured
incremental tranche B-2 term loan maturing Jan. 31, 2021 and new
senior secured incremental tranche A term loan maturing Jan. 31,
2019. CCOC is a wholly owned subsidiary of Crown Castle
International Corp. (Crown). Both CCOC and Crown have an Issuer
Default Rating (IDR) of 'BB'. The Rating Outlook is Stable.

CCOC intends to use the net proceeds from the term loans to pay
down amounts expected to be on its senior secured revolving credit
facility (RCF) following the acquisition of towers, or rights to
towers, from AT&T in December 2013.

Key Rating Drivers:

In December 2013, Crown is expected to close the $4.85 billion
tower transaction with AT&T. Approximately $3.95 billion of the
transaction will be funded by proceeds from a common and preferred
equity offering completed in October 2013, with the remainder
funded by revolver drawings. The revolver will then be reduced by
the term loan proceeds.

Crown's ratings are supported by the strong recurring cash flows
generated from its leasing operations, the robust EBITDA margin
that should continue to increase as a result of new lease-up
opportunities, and the scale of its tower portfolio. Crown's
primary focus on the U.S. market, compared with seeking growth in
emerging markets, reduces operating risk. These factors lend
considerable stability to cash flows and lead to a lower business
risk profile than most typical corporate credits.

A key factor in future revenue and cash flow growth for Crown, as
well as the rest of the tower industry, is the growth within
mobile broadband. Growth in 4G services will drive amendment
activity and new lease-up revenues from the major operators,
leading to at least midsingle-digit growth prospects for the next
couple of years.

Crown will convert to a real estate investment trust (REIT) for
tax purposes on Jan. 1, 2014. The company does not anticipate
making an accumulated earnings and profits distribution in order
to convert to a REIT. The company has indicated its initial annual
dividend will be $1.40 per share. Including common shares issued
to fund the AT&T transaction, Fitch estimates the cash dividend
will approximate $460 million in 2013. Fitch believes the company
will have flexibility to manage its leverage as a REIT over the
next several years, as its $2.7 billion net operating loss
carryforwards will allow it to manage required REIT distributions.

Fitch expects Crown to deleverage through a mix of cash flow
growth and debt reduction over the course of 2014. This should
improve credit protection measures back within rating
expectations. Fitch projects leverage based on full year EBITDA to
be approximately 6x or lower by the end of 2014.

Crown has meaningful free cash flow (FCF) generation, balance
sheet cash, and favorable maturity schedule relative to available
liquidity. Cash, excluding restricted cash, was $219 million as of
Sept. 30, 2013. For the latest 12 month (LTM) period FCF was
approximately $543 million. Crown spent $543 million on capital
during this period with a significant portion allocated for land
purchases, which is discretionary in nature.

CCOC had drawn $255 million on its $1.5 billion senior secured
revolving credit facility as of Sept. 30, 2013. Concurrent with
the term loan offering, the maturity of the revolving credit
facility and term loan A facility is expected to be extended to
January 2019 from 2017. The financial covenants within the credit
agreement include a total net leverage ratio of 6.0x, and
consolidated interest coverage of 2.5x. The financial leverage
covenant has an additional stepdown to 5.5x in March 2014.

For 2013, Crown expects adjusted funds from operations of
approximately $1.23 billion to $1.235 billion. Contractual
maturities over the remainder of 2013 are nominal and for 2014 and
2015 are $102 million and $114 million, respectively. Common stock
repurchases have been scaled back significantly compared to past
levels and were less than $100 million for the last 12 months.

Rating Sensitivities:

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

-- If Crown does not deleverage the company below 6x by year-end
    2014; or

-- If Crown makes additional material acquisitions that are debt
    financed.

Positive: Longer term, Crown may consider lowering its leverage
target, which could lead to an upgrade. In Fitch's view, if the
company operated in the 5.0x-5.5x range, an upgrade could be
considered.


CROWN CASTLE: Moody's Rates New $500MM Incremental Loan 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Crown
Castle International Corp.'s proposed $500 million incremental
term loan B maturing 2021, $1.5 billion revolving credit facility
maturing 2019 and $463 million term loan A tranche maturing 2019.
At the same time, Moody's has affirmed Crown Castle's Ba2
Corporate Family Rating (CFR), Ba2-PD Probability of Default
Rating (PDR), ratings on the existing debt instruments residing at
Crown Castle and its operating subsidiaries and the SGL-2
Speculative Grade Liquidity Rating. The rating outlook is stable.

The transaction is ratings neutral because the term loan add-on
will refinance an equal amount of senior secured debt that is pari
passu. Proceeds will be used to retire a portion of the
outstanding borrowings under the $1.5 billion revolving credit
facility. Although revolver borrowings were $255 million as of
September 2013, Moody's expects the company to draw an additional
$875 million to partially fund the $4.85 billion AT&T cell tower
purchase, which is anticipated to close later this month. Moody's
project roughly $630 million will remain outstanding on the
revolver following the partial repayment.

Crown Castle will utilize the existing credit facility's accordion
feature for the add-on, which is expected to mirror the terms and
conditions of the existing term loan B (approximately $2.4 billion
outstanding as of September 2013), except for the maturity date
(i.e., the existing term loan B matures January 2019). As part of
the add-on amendment, Crown Castle intends to extend the January
2017 maturity on the revolving credit facility and term loan A to
January 2019 (or November 2018, if the existing term loan B
maturity date is not extended or refinanced to a date that is on
or after July 31, 2019).

Ratings Assigned:

Issuer: Crown Castle Operating Company

$1.5 Billion ($255 Million outstanding) Senior Secured Revolver
due January 2019 -- Ba2 (LGD-4, 57%)

$463 Million Senior Secured Term Loan A due January 2019 -- Ba2
(LGD-4, 57%)

$500 Million Senior Secured Incremental Term Loan B due January
2021 -- Ba2 (LGD-4, 57%)

Ratings Affirmed:

Issuer: Crown Castle International Corp.

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba2-PD

Speculative Grade Liquidity Rating -- SGL-2

$500 Million 7.125% Senior Unsecured Notes due 2019 -- B1, LGD
assessment revised to (LGD-6, 92%)

$1.65 Billion 5.25% Senior Unsecured Notes due 2023 -- B1, LGD
assessment revised to (LGD-6, 92%)

Issuer: Crown Castle Operating Company

$2.37 Billion Senior Secured Term Loan B due January 2019 -- Ba2,
LGD assessment revised to (LGD-4, 57%)

Issuer: CC Holdings GS V LLC

$500 Million 2.831% Senior Secured Notes due 2017 -- Baa3 (LGD-2,
23%)

$1.0 Billion 3.849% Senior Secured Notes due 2023 -- Baa3 (LGD-2,
23%)

Ratings are subject to revision if there are any material changes
to the terms and conditions of the transaction as advised to
Moody's. Upon transaction closing, Moody's will withdraw ratings
on the existing revolver and term loan A tranche maturing January
2017.

Ratings Rationale:

Crown Castle's Ba2 CFR reflects the company's position as the
leading independent wireless tower operator in the US with a
strong operational profile and the ability to generate significant
free cash flow despite the recent resumption of share purchase
activity and initiation of a new dividend beginning in the first
quarter of 2014. The Ba2 CFR also reflects the significant
proportion of revenue that Crown Castle derives under contractual
agreements with the largest US wireless operators. The company has
extended and renewed leases with the four major wireless carriers,
improving the weighted average remaining term to eight years as of
September 2013, representing $19 billion of committed contracted
payments. This affords visibility and stability in the company's
revenue stream. Moody's expects the carriers will continue to
improve the coverage and capacity of their networks by adding
additional communications equipment to Crown Castle's wireless
infrastructure. Moody's views the pending AT&T acquisition as a
strategic investment that increases Crown Castle's US
communications sites by 33% and strengthens its presence in
attractive urban locations at a time when the carriers are
planning to increase density in big cities. Moody's believes tower
industry fundamentals and growth trends remain favorable over the
next several years owing to continued strong demand for wireless
and data services, the acceleration in mobile traffic and
continued build out of carriers' LTE networks. This has allowed
the tower business model to manage with moderately more financial
leverage than traditional telecommunications companies.

At the same time, Crown Castle's Ba2 CFR is constrained by the
significant increase in debt levels since 2011 to finance a string
of acquisitions which include: (i) the November 2012 $2.5 billion
T-Mobile acquisition; (ii) the April 2012 $1 billion NextG
acquisition; and (iii) the January 2012 $551 million WCP
acquisition (includes $336.3 million of assumed debt).

Pro forma for the incremental debt to fund the AT&T cell tower
purchase, Moody's estimates Crown Castle's leverage to be 7.7x
debt to EBITDA on a Moody's adjusted basis at year end 2013.
Though this is temporarily outside of Moody's 6.25x -- 7.5x range
for Ba2 rated tower firms, Moody's projects the company will de-
lever to 7.5x (or less) by mid-2014. Notwithstanding the modest
increase in funded debt, the operating lease adjustment associated
with the large number of ground leases in the AT&T portfolio
results in a disproportionately higher Moody's adjusted debt.
Moody's notes that Moody's pro forma adjusted total debt also
includes the present value of contingent purchase obligations
associated with Crown Castle's option to purchase certain tower
portfolios in the future. Collectively, these items increase
adjusted debt by roughly 24%. As an offset to the higher debt,
however, Moody's includes the incremental LTM EBITDA generated by
the AT&T assets in Moody's pro forma cash flow and leverage
calculations.

The Ba2 rating also incorporates the company's significant
customer concentration, as the top four wireless carriers will
account for around 84% of Crown Castle's pro forma revenue up from
72% at year end 2012. In addition, because the proposed AT&T
acquisition will have a lower average tenancy ratio of 1.7 tenants
per tower, compared to Crown Castle's existing communications
sites (which average roughly 3 tenants per tower for sites
operated more than 5 years), the company's EBITDA margins will
likely be pressured over the near-term. The rating embeds the
company's exposure to technology network shifts (e.g., Sprint's
recent decommissioning of the iDen network), the risk of lower
lease demand as a result of substitute technologies, the
possibility of further carrier consolidation in the US and the
capital intensive nature of the company's ongoing small cell
build-outs. These risks are offset in the near-term by the firm
contracts that Crown Castle has with the largest wireless carriers
and by increasing revenue from the current upgrade cycle and MLA
amendment fees as carriers install new cell site equipment and
augment existing equipment associated with the expansion of fourth
generation (4G) LTE wireless networks across their markets.

Rating Outlook

The rating outlook is stable, reflecting Crown Castle's solid
operating performance, visible revenue growth via a significant
backlog of contractual rents and increasing wireless carrier
demand. The stable outlook also reflects Moody's expectations of
continued EBITDA and cash flow expansion that will support
improvement in the company's credit profile and leverage metrics
over the rating horizon.

What Could Change the Rating -- Down

The ratings may face downward pressure if weakening industry
fundamentals, a return to more aggressive financial policies
(e.g., return of capital to shareholders via share repurchases) or
lower-than-expected cash flow growth result in the following
Moody's adjusted key credit metrics on a sustained basis: total
debt to EBITDA expected to be sustained above 7.5x, (EBITDA-
Capex)/Interest trending under 1.5x and free cash flow to adjusted
total debt in the low single digits.

What Could Change the Rating -- Up

Moody's expects the company's de-leveraging trend to continue, and
further upward ratings migration would be dependent upon Crown
Castle allocating a significant portion of free cash flow
generation towards absolute debt reduction. Quantitatively,
upwards rating pressure may develop if Crown Castle manages its
capital structure to the following Moody's adjusted key credit
metrics on a sustained basis: total debt to EBITDA trending
towards 6x, (EBITDA-Capex)/Interest exceeding 2x and free cash
flow to adjusted total debt in the high single digits.

With headquarters in Houston, Texas, Crown Castle International
Corp., through its wholly-owned operating subsidiaries, is the
largest independent operator of wireless tower assets in the US
offering wireless communications coverage in the top 100 US
markets. Pro forma for the AT&T tower transaction, Crown Castle
will own, operate and manage roughly 40,000 and 1,700 wireless
communication sites in the US and Australia, respectively. Net
revenue for the twelve months ended September 30, 2013 totaled
approximately $2.9 billion.


CROWN HOLDINGS: Moody's Affirms 'Ba1' Corp. Family Rating
---------------------------------------------------------
Moody's Investor Service downgraded to Baa2 from Baa1 the proposed
senior secured credit facilities and senior secured term loans of
Crown Americas LLC, Crown European Holdings S.A., and Crown Metal
Packaging Canada L.P. Additionally, Moody's also downgraded the
EUR500 million 7.125% senior unsecured notes due 8/15/2018 Crown
European Holdings S.A. to Ba1 from Baa3 and affirmed Crown
Holdings, Inc.'s Ba1 Corporate Family and Ba1-PD Probability of
Default ratings. The ratings outlook is stable. The proceeds will
be used to refinance the current senior secured credit facilities
due in June 2015 and term loans due in June 2016.

The downgrade of the secured instrument ratings to Baa2 from Baa1
reflects the upsizing of the proposed term loans and consequent
change in the contemplated capital structure.

Moody's took the following rating actions:

Crown Holdings Inc.

-- Affirmed corporate family rating, Ba1

-- Affirmed probability of default rating, Ba1-PD

-- Affirmed speculative grade liquidity rating,
   SGL-2

Crown Americas, LLC

-- Affirmed $450 million US Revolving Credit Facility due
   June 2015, Baa1 (LGD1, 6%) (to be withdrawn at the close of
   the transaction)

-- Downgraded $450 million US Revolving Credit Facility
   due December 2018, to Baa2 (LGD 2, 14%) from Baa1 (LGD1, 9%)

-- Affirmed $550 million senior secured Term Loans due June
   2016 (221 outstanding), Baa1 (LGD1, 6%) (to be withdrawn at
   the close of the transaction)

-- Downgraded $800 million senior secured Term Loans due
   December 2018, to Baa2 (LGD 2, 14%) from Baa1 (LGD1, 9%)

-- Downgraded the upsized $362 million senior secured Farm
   Credit Term Loans due December 2019, Baa2 (LGD 2, 14%)

-- Affirmed $700 million senior unsecured notes due February
   2021, Ba2 (LGD5, 71% from LGD4, 66%)

-- Affirmed $1,000 million senior unsecured notes due
   January 2023, Ba2 (LGD5, 71% from LGD4, 66%)

Crown Cork & Seal Company, Inc.

-- Affirmed $63.5 million senior unsecured notes due
   December 2096, Ba3 (LGD 6, 97%)

-- Affirmed $350 million senior unsecured notes due December
   2026, Ba3 (LGD 6, 97%)

Crown European Holdings S.A.

-- Affirmed $700 million European revolving credit facility
   due June 2015, Baa1 (LGD1, 6%) (to be withdrawn at the close
   of the transaction)

-- Downgraded $700 million European revolving credit facility
   due December 2018, Baa2 (LGD 2, 14%) from Baa1 (LGD1, 9%)

-- Affirmed EUR274 million senior secured Term Loan A due June
   2016 (110 outstanding), Baa1 (LGD1, 6%) (to be withdrawn at
   the close of the transaction)

-- Downgraded the upsized EUR700 million senior secured Term Loan
   A due December 2018, Baa2 (LGD 2, 14%)from Baa1 (LGD1, 9%)

-- Downgraded EUR500 million 7.125% senior unsecured notes
   due August 2018 to Ba1 (LGD 3, 38%) from Baa3 (LGD 2, 28%)

Crown Metal Packaging Canada L.P.

-- Affirmed $50 million Canadian revolving credit facility
   due June 2015, Baa1 (LGD1, 6%) (to be withdrawn at the close
   of the transaction)

-- Downgraded $50 million Canadian revolving credit facility
   due December 2018, to Baa2 (LGD 2, 14%) from Baa1 (LGD1, 9%)

The ratings are predicated upon the transaction closing as
projected and the achievement of the forecasted level of debt
reduction over the rating horizon. Additionally, the ratings are
sensitive to any changes in the amount of outstanding unsecured
debt.

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

Ratings Rationale:

The affirmation of the Ba1 corporate family rating reflects
Crown's strong pro forma free cash generation and commitment to
dedicate a sufficient portion of it to debt reduction over the
intermediate term to improve pro forma credit metrics to a level
commensurate with the rating category. The affirmation also
reflects the benefits of the Mivisa acquisition including
projected synergies of $34 million by 2016, the benefits of
Mivisa's newer facilities and operating model and Crown's strong
liquidity. Pro forma leverage rises to 5.3 times as of September
30, 2013, but declines to approximately 4.8 times by year-end as
Crown's peak working capital season winds down and the company
pays down debt with its strong free cash flow.

The stable outlook reflects an expectation that Crown will
dedicate sufficient free cash flow to debt reduction to improve
credit metrics to a level commensurate with the rating category
over the intermediate term.

The ratings could be downgraded if Crown fails to improve credit
metrics over the intermediate term, there is a deterioration in
the cushion under existing financial covenants, and/or a
deterioration in the competitive or operating environment.
Additionally, a significant acquisition or change in the asbestos
liability could also trigger a downgrade. Specifically, the rating
could be downgraded if the EBIT interest coverage remained below
3.7 times, leverage remained above 3.8 times and free cash flow to
debt remained below 8.5%.

The ratings could be upgraded if Crown commits to maintaining
financial policies and a capital structure that are consistent
with an investment grade rating and achieves a sustainable
improvement in credit metrics within the context of a stable
operating and competitive environment. Specifically, the ratings
could be upgraded if leverage declined to below 3.0 times, EBIT
interest coverage improves to over 4.0 times, the EBIT margin
remains in the double digits, and free cash flow to total debt
improves to over 10%.


CYNCO INTERMEDIATE: Moody's Alters Outlook to Negative
------------------------------------------------------
Moody's Investors Service changed the outlook on Cyanco
Intermediate Corporation to negative from stable due to an
additional special dividend to sponsor expected to be $65 million.
The distribution will be funded by a $50 million add-on to its
existing Term Loan facility and by balance sheet cash. Moody's
affirmed Cyanco's Corporate Family Rating (CFR) at B2 along with
the existing B2 ratings on the company's Term Loan B due 2020 and
$15 million senior secured revolving credit facility due 2018.
Cyanco was first rated in April 2013 and is majority owned by
Oaktree Capital Management.

"The B2 was a forward looking rating and Moody's doesn't feel that
the company has established a long enough track record of
operating its new Houston facility to be completely comfortable
with the incremental dividend and loosening of covenants," said
Lori Harris, Analyst at Moody's.

The following summarizes the ratings activity:

Cyanco Intermediate Corporation

Outlook changed to Negative from Stable

Ratings affirmed:

Corporate family rating -- B2

Probability of default rating -- B2-PD

$435 million Sr Sec Term Loan B due 2020 -- B2 (LGD4, 51%) from
B2 (LGD3, 49%)

$15 million Sr Sec Revolving Credit Facility due 2018 -- B2
(LGD4, 51%) from B2 (LGD3, 49%)

Ratings Rationale:

Cyanco's B2 Corporate Family Rating reflects its elevated leverage
(pro forma Debt / EBITDA of 5.5x, including Moody's standard
analytical adjustments and normalized earnings over the LTM),
modest size, single commodity product focus, concentrated customer
base, and limited diversity of cash flows. Cyanco benefits from
sodium cyanide's position as the key enabler of mining gold from
low quality ores and represents a very small part of customers'
production costs and has limited substitution risk. Cyanco's
EBITDA margins (25% for PF LTM September 2013) are high for a
commodity chemical company and enable the firm to produce strong
retained cash flows and support its elevated leverage. The company
has significant market share in the markets it serves, a limited
number of competitors, and the ability to contractually pass
through raw material cost fluctuations. Cyanco also benefits from
its position as an on-purpose sodium cyanide producer, providing a
more reliable supply to customers than those competitors who
produce sodium cyanide as a byproduct.

The firm started its Houston plant at the end of 2012 and still
has a limited history generating the higher profits required to
support its proposed high debt burden at the current rating level,
though it has had two successful quarters operating the new plant
close to nameplate capacity. The proposed $65 million dividend to
the sponsor is the second distribution the company has done in
2013 -- the company paid a special distribution in excess of $250
million in the second quarter.

Cyanco has good liquidity primarily supported by its high margins
and solid operating cash flow generation, a $13 million cash
balance as of September 30, 2013, and a $15 million cash flow
revolver ($10.7 million availability on September 30, 2013).
Cyanco will generate record revenue and EBITDA in 2013 due to the
new Houston facility, and is expected to improve performance in
2014 with a full year of operating the Houston plant near
capacity. Moody's expects the firm's free cash flow to benefit
from low capital expenditure and working capital requirements now
that the new plant is online. The term loan facility has a 50%
excess cash flow sweep mechanism and a net first lien leverage
covenant, which will be loosened by a full turn upon the closing
of the new term loan amendment. (The cash flow sweep will be
waived for the 2013 period as part of the amendment.)

The negative outlook reflects the relatively short operating
history at the Houston plant and potential negative impact in the
event of a prolonged disruption of operations at the site. The
outlook would be stabilized once leverage metrics drops
sustainably below 5.0x.

There is limited upside to the rating at this time due to the
Cyanco's elevated leverage, the narrow business profile, and the
sponsor's demonstrated financial policies. Moody's would only
contemplate a positive ratings action once Free Cash Flow/Debt
rises above 10% and Leverage declines below 3.75x on a sustainable
basis. Should leverage exceed 6.0x on a sustained basis, the
rating could be downgraded. Any further debt financed shareholder
remuneration could trigger a ratings downgrade as could a
disruption to operations or an economic downturn or other impact
to market dynamics.

Cyanco, headquartered in Reno, Nevada, is a producer of a single
product, sodium cyanide, sold to the gold mining industry to
extract gold from ore. It has two manufacturing sites -- one in
Winnemucca, Nevada that services customers in the US, Canada and
Mexico and a plant in Houston, Texas (started in 2012) that
services US and export markets. It is owned by funds managed by
Oaktree Capital Management, and had revenues of $268 million for
the LTM ended September 30, 2013.


DETROIT, MI: Public Lighting Authority Sells $60 Million Bonds
--------------------------------------------------------------
Reuters reported that the Detroit Public Lighting Authority and
Michigan Finance Authority on Dec. 13 said they sold $60 million
of bonds to jump start improvements to the city's ailing public
lighting infrastructure.

According to the report, the interim borrowing, which was
privately placed with Citibank, will have a floating interest
rate.  Last week, U.S. Bankruptcy Judge Steven Rhodes approved the
financing plan over the objection of some of the city's creditors.

The bond sale is the initial phase of the lighting authority's
financing plan, which calls for backing about $153 million of
bonds with $12.5 million in Detroit's annual utility tax revenue,
the report related. Those bonds, which will used in part to retire
the interim debt, will be issued through the Michigan Finance
Authority in 2014.

"The closing of this transaction marks the completion of the first
step in our integrated financing and lighting system strategy,"
Public Lighting Authority Director Odis Jones said in a statement,
the report cited. "We can now accelerate construction of the
lighting program, a critical first step in improving these
services throughout the city."

Detroit's state-appointed emergency manager, Kevyn Orr, has
estimated that about 40 percent of the street lights in the city
do not work, the report said.  Earlier this month the city was
ruled bankrupt in federal court.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Regional Water Deal Elusive for Emergency Manager
--------------------------------------------------------------
Nick Carey, writing for Reuters, reported that in bankruptcy and
looking for cash, Detroit would like to lease its water utility to
raise as much as $9 billion to fund basic services long term, but
talks with neighboring suburban counties are stalled.

According to the report, county officials say they are stuck over
the price tag and estimates of repair costs, likely delaying plans
by Detroit's emergency manager to deliver a financial
restructuring plan early next month.

State-appointed manager Kevyn Orr set a deadline of Dec. 20 to
reach a water deal, which would help meet a self-imposed early
January date for filing a plan to bring Detroit out of bankruptcy
-- well ahead of a March 1 requirement set by U.S. Bankruptcy
Judge Steven Rhodes, the report related.

Suburban officials expressed grave doubts about Orr's timeline,
the report said.

"That deadline is dead in the water," said Mark Hackel, executive
of Macomb County, who has participated in talks, the report cited.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Opposes Quick Appeal Now on Eligibility
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit opposed a bid by municipal workers and
retirees for an immediate appeal of a judge's ruling that the city
is eligible for bankruptcy protection.

According to the report, a union and pension systems appealed this
month's decision on eligibility by U.S. Bankruptcy Judge Steven
Rhodes almost as soon as he delivered it and asked him to send the
case directly to the U.S. Court of Appeals for the Sixth Circuit,
bypassing the federal district court.

Detroit argued in a filing last week that the eligibility ruling
isn't a "final order" subject to appeal at this point in the case.
Judge Rhodes is scheduled to decide at a hearing on Dec. 16
whether the workers and pensioners have the right to appeal.

Court rules only bestow a right of appeal from final orders that
completely resolve a controversy. In its filing, the city cited
Judge Rhodes's opinion, in which he said his ruling was a
"preliminary matter."

Workers and retirees asked Judge Rhodes to allow an appeal as a
matter of discretion if the eligibility ruling can't be deemed a
final order. Detroit opposed that, too, saying there's "no
substantial" reason to believe his eligibility ruling was
incorrect.

In the event Judge Rhodes does permit an appeal now, Detroit said,
the city would also want to go directly to the circuit court.
Absent an appeal, the city, municipal workers, retirees and
bondholders would be forced to negotiate a debt-adjustment plan to
be filed in January.

On Dec. 13 Judge Rhodes denied a request by a bond insurer to
delay the Dec. 16 hearing to consider approval of a $350 million
loan to terminate a swap agreement.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


EARTHBOUND HOLDING: Acquisition Deal No Impact on Moody's B3 CFR
----------------------------------------------------------------
Moody's Investors Service said that the announced acquisition of
Earthbound Holding III, LLC by WhiteWave Foods (unrated) for
approximately $600 million has no immediate impact on Earthbound's
B3 Corporate Family Rating or stable outlook.


EXCEL MARITIME: Files Outline to Amended Restructuring Plan
-----------------------------------------------------------
Excel Maritime Carriers Ltd., et al., submitted on Dec. 6, 2013,
to the U.S. Bankruptcy Court for the Southern District of New York
a Disclosure Statement explaining their Amended Joint Chapter 11
Plan of Reorganization dated Nov. 26, 2013.

According to the Disclosure Statement, the Plan memorializes the
terms of a consensual restructuring of the Debtors as agreed among
the Debtors, their secured lenders holding more than 80% of such
lenders' claims, the Official Committee of Unsecured Creditors,
Ivory Shipping Inc. and other key constituents.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/EXCELMARITIMEdsamendedplan.pdf

On Dec. 6, 2013, the Debtor submitted changed pages to the
Disclosure Statement with respect to their Amended Plan.  A copy
of the Disclosure Statement is available for free at
http://bankrupt.com/misc/EXCELMARITIMEchangestods.pdf

On Dec. 5, the Debtors responded to the objections lodged by
Robertson Maritime Investors LLC to the plan documents, stating
that Robertson's assertions regarding the so-called "right of
first offer" are meritless.  ROFOs are not triggered by internal
corporate reorganizations, especially where, as here, there is no
change in the nature of the business enterprise, its ultimate
control, or its management, the Debtors argued.

Robertson has asserted, among other things, that the internal
corporate reorganizations violated the terms of a ROFO contained
in Christine Shipco's LLC agreement; the transfer of the interests
in Christine Shipco were void; the interests now belong entirely
to Robertson and should be held in trust by Christine Holdco for
Robertson's benefit; and Robertson has a damages claim in an
amount ranging from $10 million to $30 million.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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

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


FLORIDA EAST COAST: Moody's Affirms 'Caa1' CFR; Outlook Positive
----------------------------------------------------------------
Moody's Investors Service has affirmed the Caa1 Corporate Family
Rating ("CFR") for Florida East Coast Holdings Corp. ("FEC") and
changed its outlook from stable to positive. At the same time,
Moody's has affirmed the B3 rating for the company's senior
secured notes due 2017 and the Caa3 rating for the senior PIK
toggle notes due 2017. The rating action considers the material
improvements in FEC's operating performance as well as the
company's elevated debt levels.

Ratings Rationale:

The positive outlook reflects the material improvements in
operating performance that FEC has demonstrated in recent years.
Revenues have increased to $270 million for the twelve months
ending in September 2013, up from $213 million in 2011. Over the
same period, operating income has increased to $67 million, up
from $35 million. As a result of these improvements, credit
metrics have strengthened considerably. Moody's estimates
Debt/EBITDA for the twelve months ending September 2013 to be 6.9
times, down from approximately 10.0 times in 2011. Likewise,
EBIT/Interest is estimated to be 1.2x for the last twelve months
ending September 2013, up from less than 1.0x in 2011. Against a
more favorable economic backdrop in Florida, Moody's believes that
FEC is in a position to continue to grow its earnings.

The Caa1 CFR rating for FEC takes into account the elevated debt
levels that continue to reside in the corporate structure. With
approximately $670 million of debt outstanding as of September
2013, including Moody's standard adjustments, FEC's estimated
leverage of 6.9x for the twelve months ending September 2013 is in
line with the median level for other Caa1 issuers. The rating also
considers FEC's regional concentration and limited freight
diversification. However, these rating constraints are partially
offset by the company's compelling position in its region, long-
term relationships with key customers and its unique position as
the only railroad with access to certain ports in South Florida.

Moody's assesses that FEC has a good liquidity profile. The
company maintains a sizeable cash balance ($43 million as of
September 2013), generates an increasing amount of positive free
cash flow and there are no material debt maturities until 2017. In
addition, the company has a $30 million asset-based revolving
credit facility.

The senior PIK toggle notes are rated Caa3, two notches below the
CFR. The PIK toggle notes are issued by Florida East Coast
Holdings Corp., are unsecured and are not guaranteed by any
subsidiaries. Therefore, these notes are ranked as subordinated to
other debt and liabilities in Moody's Loss Given Default ("LGD")
methodology that is used to determine the ratings for these
instruments.

The senior secured notes issued by Florida East Coast Railway
Corp. are rated B3, one notch above the CFR. This reflects the
substantial amount of unsecured liabilities, primarily the senior
PIK toggle notes, that are ranked below the senior secured notes
in the LGD methodology.

Ratings could be lowered if an unexpected weakening in freight
demand results in deteriorating pricing and volumes. Moody's
believes that operating margins that fall below 20% for a
prolonged period of time during a period of weak revenues could
result in a significant decrease in free cash flow, and materially
hinder the company's ability to maintain its credit metrics and an
adequate liquidity profile. Metrics such as Debt/EBITDA in excess
of 9.0 times or EBIT/Interest below 0.7 times could pressure the
rating downward.

The ratings could be revised upward if the company can demonstrate
continuing growth in revenues, while maintaining operating margins
consistently in excess of 25% and generating free cash flow that
is applied to repay debt. Specifically, credit metrics such as
Debt/EBITDA of less than 6.5 times and EBIT/Interest in excess of
1.0 time would warrant upward rating consideration.

Affirmations:

Issuer: Florida East Coast Holdings Corp.

Corporate Family Rating, Affirmed Caa1

Probability of Default Rating, Affirmed Caa1-PD

Senior Unsecured Regular Bond/Debenture Aug 1, 2017, Affirmed Caa3
(LGD6, 90% from LGD6, 91%)

Issuer: Florida East Coast Railway Corp.

Senior Secured Regular Bond/Debenture Feb 1, 2017, Affirmed B3
(LGD3, 39% from LGD3, 43%)

Outlook Actions:

Issuer: Florida East Coast Holdings Corp.

Outlook, Changed To Positive From Stable

Issuer: Florida East Coast Railway Corp.

Outlook, Changed To Positive From Stable

Florida East Coast Holdings Corp., headquartered in Jacksonville,
FL, operates a freight railroad that services the east coast of
Florida from Jacksonville to Miami. The company is owned by funds
managed by Fortress Investment Group LLC.


FLORIDA GAMING: Given More Time to Negotiate Sale
-------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that a
bankruptcy judge is giving Florida Gaming Centers Inc. more time
to negotiate the sale of its Miami Jai-Alai casino and sports
venue to Silvermark LLC after the two companies failed to cement a
deal before a hearing on Dec. 11.

According to the report, Florida Gaming went to bankruptcy court
on Dec. 11 to request permission to put its Miami Jai-Alai
facility on the auction block with a leading bid from Silvermark.
But the companies failed to reach an agreement on the terms of
that bid before the hearing, prompting the judge to call them back
to court on Monday to try again, court papers show.

Judge Robert Mark of the U.S. Bankruptcy Court in Miami ruled that
Silvermark must submit a purchase agreement, or it won't be
allowed to lead the bidding at the auction Florida Gaming wants to
hold in March, the report said.

Signs of trouble were evident before the Dec. 11 hearing, when
Silvermark took the unusual step of filing an objection to Florida
Gaming's sale proposal, the report pointed out.  Silvermark, which
has ties to New York investment firm the Andalex Group, claimed
that certain aspects of Florida Gaming's proposal are "inaccurate
and remain under negotiation."

Silvermark tried to purchase Florida Gaming's assets earlier this
year, offering $115 million in cash and to assume $14 million of
the company's liabilities, the report related.  But the sale never
closed after disputes arose with Florida Gaming's lenders, led by
ABC Funding LLC, prompting Florida Gaming to seek Chapter 11
protection in August.

                        About Florida Gaming

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

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

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

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

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


FOX & HOUND: Restaurants File Ch. 11 to Sell With GECC Loan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of the Fox & Hound, Champps, and Bailey's
Sports Grille casual dining restaurants filed a Chapter 11
petition on Dec. 16 in Delaware designed to sell the operation at
auction on March 4.

According to the report, although there have been negotiations, no
buyer is yet under contract.

There are 101 stores in 27 states. Sales declined 9 percent in the
past two years.

Liabilities total $119 million, including $68.4 million owing on a
first-lien loan with General Electric Capital Corp. as agent. The
senior lenders are to provide $9.6 million in financing for the
bankruptcy, with $3.5 million on an interim basis.

The $11.2 million second-lien obligation has Cerberus Business
Finance LLC as agent.

Unsecured trade suppliers and landlords are owed $11.2 million,
according to a court filing. The petition lists assets with value
exceeding $100 million.

The company wants the bankruptcy judge to approve auction and sale
procedures by Jan. 8, with bids due initially by Feb. 25 before a
March 4 action.

Revenue in 2012 was $297.6 million. For the first nine months of
2013, revenue was $218.8 million.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The case is In re F&H Acquisition Corp., 13-bk-13220, U.S.
Bankruptcy Court, District of Delaware (Wilmington).


FOX & HOUND: Case Summary & 35 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

     Debtor                                     Case No.
     ------                                     --------
     F & H Acquisition Corp.                    13-13220
       1551 N. Waterfront Parkway, Suite 310
       Wichita, KS 67206

     505 Entertainment, Ltd.                    13-13221
       1551 N. Waterfront Parkway, Suite 310
       Wichita, KS 67206

     Alabama Fox & Hound, Inc.                  13-13222

     Bryant Beverage Corporation                13-13223

     Champps Entertainment, Inc.                13-13224

     Champps Entertainment of Texas, Inc.       13-13225

     Champps of Maryland, Inc.                  13-13226

     Champps Operating Corporation              13-13227

     Downtown Beverage Corp.                    13-13228

     F & H of Iowa, Inc.                        13-13229

     F & H of Kennesaw, Inc.                    13-13230

     F & H Restaurant Corp.                     13-13231

     F & H Restaurant of Georgia, Inc.          13-13232

     F & H Restaurant of Texas, Inc.            13-13233

     Fox & Hound of Arizona, Inc.               13-13234

     Fox & Hound of Colorado, Inc.              13-13235

     Fox & Hound of Illinois, Inc.              13-13236

     Fox & Hound of Indiana, Inc.               13-13237

     Fox & Hound of Kansas, Inc.                13-13238

     Fox & Hound of Kentucky, Inc.              13-13239

     Fox & Hound of Littleton, Inc.             13-13240

     Fox & Hound of Louisiana, Inc.             13-13241

     Fox & Hound of Maryland, Inc.              13-13242

     Fox & Hound of Nebraska, Inc.              13-13243

     Fox & Hound of New Jersey, Inc.            13-13244

     Fox & Hound of New Mexico, Inc.            13-13245

     Fox & Hound Ohio, Inc.                     13-13246

     Fox & Hound of Oklahoma, Inc.              13-13247

     Fox & Hound of Texas, Inc.                 13-13248

     Fox & Hound Restaurant Group               13-13249

     Fox & Hound, Inc.                          13-13250

     Fox & Hound II, Inc.                       13-13251

     Fugua Beverage Corp.                       13-13252

     Jackson Beverage Corporation               13-13253

     N. Collins Entertainment, Ltd.             13-13254

     Raider Beverage Corporation                13-13255

     Rocket Beverage Corporation                13-13256

     Shenandoah Beverage Corporation            13-13257

     Tent Finance, Inc.                         13-13258

     Tent Restaurant Operations, Inc.           13-13259

     Willowbrook Beverage Corp.                 13-13260

     Winston-Salem Fox & Hound, Inc.            13-13261

Type of Business: Sports Bar Operator

Chapter 11 Petition Date: December 15, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtors' Local    Robert S. Brady, Esq.
Counsel:          YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Fax: 302-571-1253
                  Email: bankfilings@ycst.com

                     - and -

                  Robert F. Poppiti, Jr., Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Email: bankfilings@ycst.com

Debtors' General  OLSHAN FROME WOLOSKY LLP
Counsel:

Debtors'          IMPERIAL CAPITAL LLC
Financial
Advisor:

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petition was signed by James Zielke, CFO and president.

Consolidated List of Debtors' 35 Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Gordon Food Services, Inc.         Trade Debt     $1,771,090
1300 Gezon Parkway SW
Wyoming, MI 49509
800-968-4164
616-717-7600 fax
Rob.schantz@gfs.com

American Express                   Trade Debt      $650,000
PO Box 650448
Dallas, TX 75265-0448
212-640-2000
212-640-0404 fax

Champ's Restaurant                 Trade Debt      $346,500
7701 Wurzbach Road, Suite 2203
San Antonio, TX 78229
Attn: Ed Forester
210-363-6778
Eforester1@gmail.com

Ben E. Keith Co. Inc.              Trade Debt      $192,164

AG/ARC Plaza America Retail        Trade Debt      $142,130

Willowbrook Shopping CTR LLC       Trade Debt      $139,297

Edward Don & Company Inc.          Trade Debt      $135,904

Creekstone Cedar Lodge LLC         Trade Debt      $132,916

M3 Technology Group Inc.           Trade Debt      $125,750

Institutional Mall Invest LLC      Trade Debt      $117,266

Old Orchard Urban LP               Trade Debt      $114,472

Robert L. Stark Enterprises Inc.   Trade Debt      $113,466

Boulevard North Associates LP      Trade Debt      $108,625

Pamale Company                     Trade Debt      $103,762

CESC Plaza LP                      Trade Debt       $95,621

Aspen Grove Lifestyle CTR LLC      Trade Debt       $91,666

CA II LLC                          Trade Debt       $91,250

Cypress Creek Associates LP        Trade Debt       $81,117

Esplanade LLC                      Trade Debt       $78,837

Istar Harrisburg Business          Trade Debt       $74,695

United Food Service Inc.           Trade Debt       $74,087

DDRTC Barrett Pavillion LLC        Trade Debt       $71,314

Delaware East Associates LP        Trade Debt       $64,369

Central Park 1208 LLC              Trade Debt       $61,413

Monaghan Farms Inc.                Trade Debt       $61,068

DRA-CLP Office LLC                 Trade Debt       $59,443

Fairfax Co of Virginia LLC         Trade Debt       $59,397

Marlton Plaza Associates II LP     Trade Debt       $53,121

0564 Circle Centre Mall LLC        Trade Debt       $52,731

Eastwood LLC                       Trade Debt       $52,433

Rochester Malls LLC                Trade Debt       $48,905

Belden Clark LLC                   Trade Debt       $48,228

Mayfaire I LLC                     Trade Debt       $45,189

Trimark Foodcraft Inc.             Trade Debt       $43,862

Magna IV Color Imaging, Inc.       Trade Debt       $41,102


FRESH & EASY: Fields No Competing Bids on Real Estate
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fresh & Easy Neighborhood Market Inc., the
supermarket chain renamed Old FENM Inc. after most of the business
was sold, received no competing bids for 53 parcels of real
property and leases at stores not picked up by Ron Burkle's
Yucaipa Cos LLC, the buyer of the bulk of the operation.

According to the report, auctions last week were canceled. At a
hearing on Dec. 19, the company will pursue court approval to sell
the real estate in California, Arizona and Nevada to EM-80 UAV
Darkco LLC for $41.5 million in cash. At the same hearing, Alamo
Group LLC will seek to buy the lease-designation rights for $1.5
million.

Yucaipa, which also encountered no competing bids, bought some 150
markets plus a production facility in Riverside, California.

                  About Fresh & Easy Neighborhood

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

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

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

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

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
Califorinia, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.


FTI CONSULTING: S&P Revises Outlook on 'BB+' Rating to Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its 'BB+' rating
outlook on West Palm Beach, Fla.-based consulting firm FTI
Consulting Inc. to stable from negative.

At the same time, S&P affirmed all existing ratings on the
company.

"The outlook revision to stable reflects our expectation that debt
leverage will remain in the mid-2x area," said Standard & Poor's
credit analyst Hal Diamond.

FTI's operating performance has modestly exceeded S&P's
expectations, lowering leverage to 2.5x and increasing the EBITDA
margin above 20% for the 12-month period ended Sept. 30, 2013.

S&P views FTI's business risk profile as "fair" because of the
company's dependence on highly mobile and sought-after senior
staff and some earnings variability associated with its
restructuring practice.  FTI relies on retaining its senior
managing directors, whose expertise clients seek, and whose work
commands high billing rates and often repeat engagements.  The
restructuring practice is a significant contributor to the
company's overall revenues and profitability, but its performance
can exhibit volatility with business cycles.  Additional factors
essential to earnings growth include maintaining high utilization
of consultants, increasing the hourly rate charged to clients, and
balancing cost control with consultant financial incentives.

"Our "intermediate" financial risk profile score is based on our
expectation for leverage to remain in the mid-2x area and for
healthy discretionary cash flow generation.  The company has had
an aggressive acquisition growth strategy and financial policy.
FTI has made numerous small-scale, cash flow-financed acquisitions
over the past few years.  The company's acquisition strategy and
integration risks remain potential negative factors, despite FTI's
successful incorporation of purchases into its businesses.  FTI's
financial policy is fairly aggressive based on its acquisition
strategy and its willingness to buy back shares.  The company's
two-year, $250 million share repurchase program expires in June
2014, though we do not expect the company to repurchase the
entirety of the $250 million by mid-2014. FTI had repurchased
about $100 million of shares under the existing authorization
through Nov. 7, 2013," S&P said.

The outlook is stable, based on S&P's expectation that FTI will
continue to achieve at least low- to mid-single-digit percent
organic revenue growth, slight margin expansion, healthy
discretionary cash flow, and steady leverage below 2.75x over the
intermediate term.  A further key assumption is consistent
execution and EBITDA margin performance across the company's
business segments.

S&P could lower its rating on FTI Consulting if operating
performance weakens, causing leverage to increase above 2.75x and
the adjusted EBITDA margin to fall below 19%.  S&P believes a
leverage increase would most likely occur as a result of
accelerated declines in the technology and strategic
communications segments, and debt-financed acquisitions.  Margin
deterioration could occur as cost reductions would only likely
partially offset the decline in revenues.

Although unlikely, S&P could raise its rating if FTI adopts a more
conservative debt-usage policy and returns to more balanced growth
across its various practices, while continuing to expand its
geographic diversity and maintain strong liquidity.  Upgrade
potential would be linked to FTI articulating a strategy to
maintain leverage below 2x.


GENERAC POWER: Moody's Raises CFR & $1.12BB Loan Rating to 'B1'
---------------------------------------------------------------
Moody's upgraded Generac Power Systems, Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to B1 and
B1-PD, respectively. Moody's also upgraded the rating on Generac's
$1.2 billion term loan B facility to B1 from B2. Moody's affirmed
Generac's speculative grade liquidity ("SGL") rating at SGL-2. The
rating outlook remained at Stable, reflecting Moody's expectation
that the generating equipment manufacturer will continue to
perform well, with strong metrics for the rating level balanced
against the company's product concentration and uncertainty
regarding its future dividend policy.

Generac Power Systems, Inc.

Upgrades: $1.2 Billion Senior Secured Term Loan: B1 LGD 4 54% from
B2 LGD 4 55%

Corporate Family Rating: B1 from B2

Probability of Default: B1-PD from B2-PD

Outlook: Stable

Affirmations: Speculative Grade Liquidity: SGL-2

Ratings Rationale:

Generac's B1 Corporate Family Rating (CFR) incorporates the
company's significant leverage, production concentration, and
historical policy of large dividend payments. The rating benefits
from the company's well established market position, impressive
brand recognition, strong anticipated cash flow generation and
likely change in dividend policy under public ownership. The
ratings and outlook are also supported by Generac's good liquidity
profile and the expectation that positive free cash flow should
support further deleveraging.

The $1.2 billion senior secured term loan facility is issued by
Generac Power Systems, Inc. and guaranteed by the parent, Generac
Holdings Inc., as well as wholly-owned domestic subsidiaries. The
term loan has a first priority lien on fixed assets and
intangibles, and swaps a second lien guarantee with the collateral
of the $150 million revolving credit facility, which includes
cash, trade accounts receivable, and inventories. Moody's does not
rate the $150 million revolving credit facility.

Generac's SGL-2 reflects Moody's view that the company is
anticipated to have a good liquidity profile over the near-term.
The company's liquidity is supported by free cash flow to debt
that is anticipated to be over 10% annually for 2014 and 2015, and
full availability on its $150 million asset-backed revolving
credit facility. Free cash flow generation is anticipated to
strengthen the balance sheet and finance tuck-in acquisitions. The
facility has a covenant -- lite structure and moreover, the
company is not considered to have meaningful unencumbered assets
that can be sold to generate liquidity without affecting its core
operations.

The Stable Outlook incorporates the weather-sensitive nature of
the business, high working capital swings, history of shareholder
friendly actions with uncertainty over future policies, high
product concentration, as well as the company's market position.

In order for an upgrade to occur, Debt/EBITDA should remain below
4.0 times on a sustainable basis combined with EBITA to interest
coverage over 5.0 times. Further, dividend and shareholder
policies consistent with improving credit metrics would be
necessary.

The rating or outlook could be adversely affected if Debt/EBITDA
increases over 4.5 times or EBITA to interest coverage declines
below 3.0 times. Weak operating cash flow combined with a debt-
financed acquisition or additional large dividend could also
result in negative rating action.

Generac Power Systems, Inc. is a leading designer and manufacturer
of a wide range of standby electric generators and, to a lesser
degree, other engine powered products globally. The company has
over 3,000 employees and had approximately $1.45 billion in
revenues LTM September 2013.


GENERAL MOTORS: To Consider Shareholder Dividend
------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. Chief Executive Dan Akerson said on Dec. 16
that the auto maker could consider paying a dividend next year
even as it looks to raise executive salaries and invest $1.3
billion in modernizing five U.S. factories.

According to the report, investors have been anticipating a move
by GM to return some of its $27 billion in cash since the U.S.
Treasury sold the remaining shares acquired as part of the auto
maker's 2009 federal bailout. GM stock jumped on Mr. Akerson's
comments, recently trading up 3.5% at $41.43.

Mr. Akerson also highlighted $1.3 billion in new investments in
its Midwest operations and defended the government rescue that
made them possible in a speech in Washington, D.C., the report
said.

GM will upgrade a truck assembly plant in Flint, Mich., retool a
plant in Romulus, Mich., to produce a new ten-speed automatic
gearbox and a six-cylinder engine; and upgrade other operations in
Detroit, Toledo, Ohio, and Bedford, Ind., the report related.  The
five now employ about 7,500 people. The company said the moves
will protect or create 1,000 jobs, but didn't specify how many new
jobs will result.

Mr. Akerson said last week he would step down on Jan. 15 and turn
command of GM over to Mary Barra, currently head of world-wide
product development, the report added.  GM's new chairman will be
Theodore "Tim" Solso, former chairman and CEO of heavy duty engine
maker Cummins Inc.

                     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.


GREEN FIELD ENERGY: Officially Lists $102MM of Unsecured Debt
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Green Field Energy Services Inc., an oil-field
services provider, filed official lists showing assets with a
value of $306.9 million against debt totaling $447.2 million,
including $345.1 million in secured claims.

According to the report, secured debt, shown on the lists filed
Dec. 13, includes $255.5 million in 13 percent senior secured
notes. An affiliate of Royal Dutch Shell Plc has a secured claim
for $80 million.

The company listed unsecured debt of $102.1 million.  Previously
Lafayette, Louisiana-based Green Field said there was $98.6
million in payables to trade suppliers.

The balance sheet had assets of $352.1 million on June 30 against
liabilities totaling $412.1 million.

One of the noteholders, Columbia Management Investment Advisers
LLC, disclosed in a court filing last week that there were
negotiations before bankruptcy on a reorganization where ownership
would transfer to the noteholders.

                     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.


GULFPORT ENERGY: S&P Affirms 'B-' CCR & Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Oklahoma City-based Gulfport Energy Corp. (Gulfport) to
positive from negative.  At the same time, S&P affirmed its 'B-'
corporate credit rating on the company.

The senior unsecured debt rating remains 'CCC+'.  The recovery
rating remains '5', indicating S&P's expectation of modest
(10%-30%) recovery in the event of default.

"The positive outlook on Gulfport reflects our view that 2014
production could reasonably approach management's guidance and
that the company should be able to materially increase proven
reserves over the next six to 12 months, while maintaining
adequate liquidity," said Standard & Poor's Stephen Scovotti.

S&P could consider an upgrade if the company reasonably approached
management's 2014 production guidance and materially increased
reserves, while maintaining adequate liquidity.

S&P could revise the outlook to stable if it expected liquidity to
weaken to "less than adequate."  S&P believes this could occur if
the company has difficulty bringing on additional production in
the Utica or if it materially increased capital spending.


HAAS ENVIRONMENTAL: Jan. 14 Hearing on Exclusivity Extensions
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing Jan. 14, 2014, to consider Haas Environmental,
Inc.'s motion to extend its exclusive period to file a plan of
reorganization until March 4, 2014, and solicit acceptances for
that plan until May 5, 2014.

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor disclosed $10,127,069 in assets and
$11,595,611 in liabilities as of the Chapter 11 filing.  Jerrold
N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New
Jersey, serves as the Debtor's counsel.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as
counsel for the Official Committee of Unsecured Creditors.


HAAS ENVIRONMENTAL: Jan. 14 Hearing on Lease Extension Period
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on Jan. 14, 2014, at 10:00 a.m., to consider
Haas Environmental, Inc.'s motion to extend until March 4, 2014,
its time to assume or reject unexpired lease of non-residential
real property.  Objections, if any, are due Jan. 7.

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor disclosed $10,127,069 in assets and
$11,595,611 in liabilities as of the Chapter 11 filing.  Jerrold
N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New
Jersey, serves as the Debtor's counsel.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as
counsel for the Official Committee of Unsecured Creditors.


HAAS ENVIRONMENTAL: Can Hire Woodsworth & St. John as Accountants
-----------------------------------------------------------------
Haas Environmental, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Woodsworth & St. John, LLC, as the Debtor's accountants.  The
Debtor believes that W&S will provide the necessary accounting
services and advice necessary for the Debtor to successfully
confirm a plan.

W&S's hourly rates are:

     Edward R. St. John, CPA     $185
     Ralph S. DeBlasi, CPA       $150

To the best of the Debtor's knowledge, W&S is a disinterested
person under 11 U.S.C. Section 101(14).

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor estimated assets and debts of at least
$10 million.  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
in Cherry Hill, New Jersey, serves as the Debtor's counsel.


HOSPITALITY STAFFING: Obtains Court Approval for Assets Sale
------------------------------------------------------------
Hospitality Staffing Solutions, LLC on Dec. 13 disclosed that it
has received Court approval for the sale of its assets 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.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hospitality Staffing got no competing bids, and as a
result, canceled an auction.

The approval of the transaction allows HSS to substantially reduce
its outstanding indebtedness, shed certain legacy obligations and
emerge with the strong financial backing of a new owner.

Rick Holliday, president and CEO, said, "We are pleased to have
been able to get through the process with the continued support of
our clients and team members.  Personally, I am pleased to be back
as CEO helping to lead the organization along with our new
partners.  As a result of this process, the organization is in a
better position to continue to drive our business forward and
deliver for our valued customers across the U.S."

As previously announced, HSS filed a voluntary petition for relief
with the U.S. Bankruptcy Court for the District of Delaware under
Chapter 11 of the U.S. Bankruptcy Code in order to facilitate the
sale.  The company expects to complete the sale and emerge from
Chapter 11 in January.  Throughout the sales process, HSS has
supported its team members and continued uninterrupted service to
its customers.

               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.


HOYT TRANSPORTATION: Can Bid for Atlantic Express' Assets
---------------------------------------------------------
The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court Eastern
District of New York authorized Hoyt Transportation Corp., to bid
at the bankruptcy auction sale involving the assets of Atlantic
Express et al.

The Debtors may make a bid for certain of the assets of Atlantic
Express, including providing a $500,000 deposit, and offering to
assume liabilities.  The purchase payment is to be funded by
Hoyt's principals as a capital contribution.

If the Debtor is selected as a high bidder for any of the assets
and routes of Atlantic Express, it will not execute an asset
purchase agreement without obtaining the approval of Local 1181 on
a Global 1181 Resolution.

Atlantic Express, the fourth-largest bus operator in the U.S., was
slated to go up for auction on Dec. 11.  Atlantic Express and its
affiliates, including Metro Affiliates, Inc., sought protection
under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013

Hoyt Transportation Corp., a competing bus operator, filed for
Chapter 11 protection in July after its last contract with the
city school system expired.

According to Bloomberg News' Bill Rochelle, while Hoyt said it's
"somewhat unconventional" for one bankrupt company to bid for
another, buying routes makes sense because the company still has
200 mini-wagons after selling off 100 buses.  Hoyt said that
restarting operations might avoid some or all of $22 million in
pension withdrawal liability through the rehiring of union
workers. Hoyt said it's negotiating with the union to get
favorable wage rates similar to other operators'.

Hoyt said it has more than $5.3 million to use in an acquisition.
Hoyt at one time operated 350 buses. Initially, Hoyt said the
Chapter 11 case would be a liquidation because its routes were
awarded to other operators.

Howard B. Kleinberg, Esq., at Meyer, Suozzi, English & Klein,
P.C., on behalf of Local 1181-1061, Amalgamated Transit Union,
AFL-CIO, objected to the Debtor's bid to use estate funds to
participate in auction and sale of assets in Metro Affiliates
Chapter 11 case, stating that there is no sound basis for the
Debtor's proposal; and Local 1181 is entitled to adequate
protection.

                      About Metro Affiliates

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

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

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

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

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

                     About Hoyt Transportation

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

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


IBAHN CORPORATION: Proofs of Claim Deadline Set Jan. 21
-------------------------------------------------------
Creditors of iBAHN Corporation must file their proofs of claim by
Jan. 21, 2014, at 4:00 p.m.

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 Chief Financial Officer Ryan Jonson said the company
had assets of $13.6 million and it listed liabilities of as much
as $50 million in the Chapter 11 filing on Sept. 6, 2013.  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.


IBAHN CORPORATION: Court Okays Hiring of Houlihan Lokey as Advisor
------------------------------------------------------------------
iBAHN Corporation and its debtor-affiliates sought and obtained
authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to employ Houlihan Lokey
Capital, Inc., as financial advisor and investment banker, nunc
pro tunc to Oct. 25, 2013.

The Debtors require Houlihan Lokey to:

   (a) assist the Company in the development, preparation and
       distribution of selected information, documents and other
       materials in an effort to create interest in and to
       consummate any Transactions, including, if appropriate,
       assisting the Company in the preparation of an offering
       memorandum;

   (b) solicit and evaluate indications of interest and proposals
       regarding any Transactions from current and potential
       equity investors, acquirers and strategic partners;

   (c) assist the Company with the development, structuring,
       negotiation and implementation of any Transactions,
       including participating as a representative of the Company
       in negotiations with creditors and other parties involved
       in any Transactions;

   (d) advise and attend meetings of the Company's Board of
       Directors, creditor groups, official constituencies and
       other interested parties, as the Company and Houlihan Lokey
       determine to be necessary or desirable; and

   (e) provide other financial advisory and investment banking
       services as may be agreed upon by Houlihan Lokey and the
       Company.

As set in the Engagement Letter, Houlihan Lokey will be paid on
this "Fee Structure":

   -- Initial Fee: In addition to the other fees provided for in
      the Engagement Letter, upon the execution of the Engagement
      Letter, the Company shall pay Houlihan Lokey a nonrefundable
      cash fee of $100,000, which shall be earned upon Houlihan
      Lokey's receipt thereof in consideration of Houlihan Lokey
      accepting the engagement.  The Initial Fee shall be paid
      promptly following entry of the Order of the Bankruptcy
      Court having jurisdiction over the Company's Chapter 11 case
      authorizing the employment of Houlihan Lokey pursuant to the
      terms of the Engagement Letter; and

   -- Transaction Fees: In addition to the other fees provided for
      in the Engagement Letter, the Company will pay Houlihan
      Lokey these transaction fees:

      * upon the closing of each Transaction, Houlihan Lokey shall
        earn, and the Company shall thereupon pay immediately and
        directly from the gross proceeds of such Transaction, as a
        cost of such Transaction, a cash fee -- "Transaction Fee"
        -- based upon Aggregate Gross Consideration -- "AGC" --
        calculated as follows:

        -- for AGC up to $20 million: $750,000; plus

        -- for AGC from $20 million to $25 million: 3% of the
           incremental AGC; plus

        -- for AGC in excess of $25 million: 5% of the incremental
           AGC.

      * if more than one Transaction is consummated, Houlihan
        Lokey will be compensated based on the AGC from all
        Transactions, calculated in the manner set forth above.

      All payments received by Houlihan Lokey pursuant to the
      Engagement Letter at any time shall become the property of
      Houlihan Lokey without restriction.  No payments received by
      Houlihan Lokey pursuant to the Engagement Letter will be put
      into a trust or other segregated account.

   -- Expenses. In addition to all of the other fees and expenses
      described in the Engagement Letter, and regardless of
      whether any Transaction is consummated, the Company shall,
      upon Houlihan Lokey's request, reimburse Houlihan Lokey for
      its reasonable out-of-pocket expenses incurred from time
      to time in connection with its services hereunder.  Houlihan
      Lokey bills its clients for its reasonable out-of-pocket
      expenses including, but not limited to (i) travel-related
      and certain other expenses, without regard to volume-based
      or similar credits or rebates Houlihan Lokey may receive
      from, or fixed-fee arrangements made with, travel agents,
      airlines or other vendors, and (ii) research, database and
      similar information charges paid to third party vendors,
      and postage, telecommunication and duplicating expenses, to
      perform client related services that are not capable of
      being identified with, or charged to, a particular client or
      engagement in a reasonably practicable manner, based upon a
      uniformly applied monthly assessment or percentage of the
      fees due to Houlihan Lokey.

Peter S. Fishman, director of Houlihan Lokey, 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.

Houlihan Lokey can be reached at:

       Peter S. Fishman
       HOULIHAN LOKEY CAPITAL, INC.
       1 Sansome St Ste 1700
       San Francisco, CA 94104-4448
       Tel: (415) 974-5888
       Fax: (415) 974-5969
       E-mail: pfishman@hl.com

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 Chief Financial Officer Ryan Jonson said the company
had assets of $13.6 million and it listed liabilities of as much
as $50 million in the Chapter 11 filing on Sept. 6, 2013.  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.


IBAHN CORP: Can Employ Epiq as Administrative Advisor
-----------------------------------------------------
iBAHN Corporation, et al., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC, as administrative advisor for the
Debtors, nunc pro tunc to the Petition Date.

The Debtors also has filed an application for authorization under
28 U.S.C. Section 156(c) to employ Epiq as the notice and claims
agent for the Debtors.

According to the Debtors, given that the administration of the
cases will require Epiq to perform duties outside the scope of
28 U.S.C. Section 156(c), the Debtors have supplemented the
previously approved Section 156(c) Application with this
Application.

As part of its services as administrative advisor, Epiq will
continue to provide communication services postpetition to the
Debtors.

Todd W. Wuertz, Director of Consulting Services with the firm,
tells the Bankruptcy Court that Epiq is a "disinterested person,"
as that term is defined in Section 101(14) of the Bankruptcy Code,
and to the best of his knowledge, and based solely upon
information provided to him by the Debtors, neither Epiq, nor any
employee thereof, has any materially adverse connection to the
Debtors, their creditors, or other relevant parties.

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 Chief Financial Officer Ryan Jonson said the company
had assets of $13.6 million and it listed liabilities of as much
as $50 million in the Chapter 11 filing on Sept. 6, 2013.  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.


INTERFAITH MEDICAL: Brooklyn Hospital Gets More Time to File Plan
-----------------------------------------------------------------
Patrick Fitzgerald, writing for DBR Small Cap, reported that a
bankruptcy judge gave Brooklyn's Interfaith Medical Center a 45-
day extension to file a creditor-payment plan as it seeks to
negotiate with its doctors and nurses part of its closure plan.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INVISTA BV: Loses Investment Grade From S&P
-------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Koch Industries Inc.'s Invista BV lost investment-
grade status on Dec. 13 when Standard & Poor's lowered the
corporate rating one level to BB+, the highest junk rating.

S&P said Wichita, Kansas-based Invista is "significantly less
profitable" than other Koch subsidiaries. The company is
"moderately strategic" for the parent, S&P says.

Invista makes chemicals along with nylon and spandex fibers.


IPAYMENT INC: Credit-Card Processor Lowered to 'B-' Corporate
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that IPayment Inc., a credit-card processor specializing
in small and medium-sized merchants, was downgraded one step last
week to a B- corporate rating by Standard & Poor's as a result of
"ongoing declines in clients and revenues."

The company faces "fierce industry competition," S&P said.

S&P reduced the unsecured note rating by one grade to CCC, coupled
with a judgment that holders won't recover more than 10 percent
following payment default.

The $400 million in 10.25 percent senior unsecured notes due in
2018 traded on Dec. 13 for 77.789 cents on the dollar, to yield
17.7 percent, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.

Revenue for the first nine months of 2013 was $497.7 million, down
from $512.3 million in the same period the year before, the
company said last month.


K-V PHARMACEUTICAL: Lawyers Take Small Fee Reductions
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that following the emergence of K-V Pharmaceutical Co.
from bankruptcy reorganization in September, the most important
event for professionals was the hearing for final approval of
fees.

According to the report, in K-V's case, the fee hearing was last
week.  The company hired a lawyer to audit the time records
submitted by creditors' committee counsel from Stroock & Stroock &
Lavan LLP.

The firm was looking for about $5.9 million covering services from
August 2012 through September.

K-V wanted the hearing on Stroock's fees delayed by two months to
completely audit the fee request.  Instead, Stroock agreed to chop
$99,000 off the fees, allowing the bankruptcy judge to approve
$5.8 million in compensation on Dec. 12.

Stroock wasn't alone in taking a reduction. K-V's own lawyers from
Willkie Farr & Gallagher LLP reduced their request by $217,000
before filing a fee application seeking about $9.1 million.

After discussion with the U.S. Trustee, Willkie lopped off another
$25,000.

K-V's plan was based on a compromise where holders of $200 million
in convertible notes bought most of the reorganized business.
Senior noteholders were paid in full.

                      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: Distributor Loses Investment Grade from S&P
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kaman Corp., a distributor of industrial parts, lost
investment-grade status last week when Standard & Poor's lowered
the corporate grade one step to BB+, the highest level in junk.

S&P based its action on increased debt resulting from acquisition.

Stock of the Bloomfield, Connecticut-based company declined 44
cents to close at $37.53 in New York Stock Exchange Trading on
Dec. 13.

In the past three years, the closing high was $40.08 on Nov. 27.
The closing low was $26.30 on Oct. 3, 2011.


KEYWELL LLC: Price Rises to $15.8 Million Final Offer at Auction
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the price of Keywell LLC, a supplier of scrap
titanium and stainless steel, rose about 26 percent at an auction
this month, from an initial cash bid of $12.5 million to a final
offer of $15.8 million.

According to the report, four bidders qualified for the auction.
The original offer was from Cronimet Holdings Inc. After an eight-
hour auction, KW Metals Acquisition LLC came out on top with the
high bid, from which costs will be paid to cure contract defaults.

The U.S. Bankruptcy Court in Chicago formally approved the sale on
Dec. 12.

                       About Keywell L.L.C.

Keywell L.L.C. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 13-37603) on Sept. 24, 2013.  Mark Lozier signed the petition
as president and CEO.  The Debtor estimated assets and debts of at
least $10 million.  Judge Eugene R. Wedoff presides over the case.

Adelman & Gettleman Ltd. serves as the Debtor's counsel.  Patzik,
Frank & Samotny Ltd. serves as the Debtor's as special counsel.
Eureka Capital Markets, LLC, serves as the Debtor's investment
banker, while Conway MacKenzie, Inc., serves as its financial
advisors.

The Lenders are represented by Steven B. Towbin, Esq. --
stowbin@shawfishman.com -- and Gordon E. Gouveia, Esq. --
ggouveia@shawfishman.com -- at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.


LEAGUE ASSET: Partners REIT Intends to Accelerate Internalization
-----------------------------------------------------------------
Partners REIT on Dec. 15 disclosed that the Board of Trustees has
entered into an arrangement intended to accelerate the REIT's
internalization to no later than February 15, 2014.

Following their appointment, the independent Trustees conducted a
full review and assessment of the CCAA proceedings affecting
League Asset Corp. and certain related entities and determined
that action was required to ensure the orderly management of the
REIT going forward, including strategic, advisory and asset
management services.  The independent Trustees received, and have
consented to, a proposal from McCowan and Associates Ltd. pursuant
to which McCowan will acquire League's rights and duties under the
existing management contract, and will then stabilize the REIT's
management and assist the Trustees with internalization planning.
Under the offer to League, which is subject to approval by the
Supreme Court of British Columbia, McCowan will purchase and
assume League's interest in the management contract for $1.5
million, arrange for the provision of all necessary management
services to the REIT by competent employees, including, as needed,
by seconding employees of League to an affiliate of McCowan, and
develop, for the approval of the Trustees, a plan to internalize
management no later than February 15, 2014.  Upon approval of the
internalization plan by the Trustees, McCowan will agree to
terminate the management agreement on reimbursement by the REIT of
the $1.5 million purchase price, waiving any entitlement to
notice.  This amount is approximately $1.9 million less than the
termination fee that would otherwise have been payable by the REIT
to League under the management agreement on voluntary
internalization in 2014.  McCowan advised the independent Trustees
that the $1.5 million price was vigorously negotiated by it with
the Court-appointed Monitor for League.

McCowan and Associates Ltd. is a private company controlled by Ron
McCowan, an entrepreneur who has over 40 years of extensive
experience in real estate development, construction, ownership and
management.  McCowan currently owns and manages properties
comprising more than 4 million square feet.  McCowan beneficially
owns approximately 14.95% of the issued and outstanding units of
Partners REIT.

                          Partners REIT

Partners REIT is a growth-oriented real estate investment trust,
which currently owns (directly or indirectly) 39 retail
properties, well-located in British Columbia, Alberta, Manitoba,
Ontario and Quebec, aggregating approximately 2.7 million square
feet of leasable space.  Partners REIT focuses on expanding and
managing a portfolio of retail and mixed-use community and
neighborhood shopping centers located in both primary and
secondary markets across Canada.

                    About League Assets Corp.

League Assets Corp. -- http://www.league.ca-- is a privately
owned real estate investment firm.  The firm specializes in
acquiring, developing, re-developing, and syndicating high-income
investment properties with a particular focus on the residential,
industrial, and commercial sectors.  It creates passive
investments providing monthly cash flows, equity buildup, capital
appreciation, and preferential tax treatment to its clients.  The
firm makes its investments in the real estate markets of Canada.
It seeks to achieve 15% return on investment for its member-
partners.  The firm obtains external research from organizations
to complement its in-house research.  League Assets Corp. was
founded in 2004 and is based in Victoria, British Columbia with an
additional office in Vancouver British Columbia.


LITTLETON PREPARATORY: S&P Lowers Rating to 'BB+'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on the Colorado Educational and Cultural
Facilities Authority's approximately $7.34 million charter school
revenue bonds, series 2013, issued for Littleton Preparatory
Charter School (LPCS).  The outlook is stable.

"The rating action reflects our view of LPCS's insufficient debt
service coverage based on governmentwide accounting for fiscal
2013," said Standard & Poor's credit analyst Duncan Manning.

The stable outlook reflects S&P's anticipation that, during the
next year, the school will maintain ample unrestricted cash,
maintain if not increase enrollment, and increase MADS coverage
closer to 1x.


LOEHMANN'S HOLDINGS: Files Chapter 11 a Third Time in New York
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Loehmann's Inc., a discount retailer that implemented
a second bankruptcy reorganization plan in March 2011, filed its
third Chapter 11 petition in New York.

According to the report, the prior plan was financed partly with a
new $25 million investment from Whippoorwill Associates Inc. and
the then-owner Istithmar World PJSC, an investment firm owned by
the government of Dubai.

In the new bankruptcy, Loehmann's listed assets for less than $100
million and debt exceeding $100 million.

Funds affiliated with Whippoorwill have 68.5 percent of the
equity, while Designer Apparel Holding Co. from Dubai has 19.1
percent, according to a court filing.

Whippoorwill owned 70 percent of Loehmann's secured notes in the
prior bankruptcy that eliminated $110 million in long-term debt.

Loehmann's now has 40 stores in 11 states. In the prior
bankruptcy, there were 48 stores in 13 states.

In the prior bankruptcy, the official creditors' committee
supported the plan projected to give its constituency a 7.6
percent recovery on $26.2 million in claims.

Loehmann's first excursion through bankruptcy was a 14-month
Chapter 11 reorganization completed in September 2000. At the time
it had 44 stores in 17 states.

Loehmann's was acquired by Istithmar in July 2006 in a $300
million transaction.

The case is In re Loehmann's Holdings Inc., 10-bk-16077, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).


LOEHMANN'S HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

     Debtor                                   Case No.
     ------                                   --------
     Loehmann's Holdings Inc.                 13-14050
     2500 Halsey Street
     Bronx, NY 10461

     Loehmann's, Inc.                         13-14051
     2500 Halsey Street
      Bronx, NY 10461

      Loehmann's Operating Co.                13-14052

Type of Business: Seller of Discounted Designer Goods

Chapter 11 Petition Date: December 15, 2013

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

Debtors' Counsel: Kristopher M. Hansen, Esq.
                  STROOCK & STROOCK & LAVAN LLP
                  180 Maiden Lane
                  New York, NY 10038
                  Tel: (212) 806-5400
                  Fax: 212-806-6006
                  Email: khansen@stroock.com

Debtors'          CANACCORD GENUITY INC.
Investment
Banker:

Debtors'          CLEAR THINKING GROUP LLC
Restructuring
Advisor:

Debtors' Notice   EPIQ BANKRUPTCY SOLUTIONS LLC
and Claims Agent:

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The petition was signed by William Thayer, chief operating
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Leon Max Inc.                    Trade                $546,316
3100 New York Drive
Pasadena, CA 91117
Tel: (888) 334-4629
Fax: (626) 797-8555

Capital Contractors Inc.         Repairs and          $452,579
25049 Network Place              Maintenance
Chicago, IL 60673
Tel: (800) 767-4357 Ext. 161
Fax: (631) 423-5745

Urban Outfitters                 Trade                $351,633
209 West 38th Street
New York, NY 10018
Tel: (212) 454-4773
Fax No. 1: (212) 454-5163
Fax No. 2 (212) 454-4994

CRM Properties Inc.              Trade                $340,156
c/o Caruso Affiliated
101 Grove Drive
Los Angeles, CA 90036
Tel: (323) 900-8119
Fax: (323) 900-8101

C2 Imaging LLC                   Advertising          $339,154
423 West 55th St.
New York, NY 10019
P.O. Box 774537
Chicago, IL 60677
Tel: (646) 557-6440
Fax: (646) 557-6400

Rutherford Joint Venture         Rent                 $290,582
374 Millburn Ave
Millburn, NJ 07041
Tel: (973) 376-7650
Fax:(973) 467-8126

U.S. Outlet Inc.                 Trade                $281,374
1717 South Figueroa St
Los Angeles, CA 90015
Tel:(213) 745-5574
Fax:(213) 745-7487

Soprano                          Trade                $267,077
2025 Long Beach Avenue
Los Angeles, CA 90058
Tel:(213) 746-0200
Fax:(213)746-0205
Email:customerservice@sopranowear.com

National Retail Consolidators    Trade                $261,913
2820 16th Street
North Bergen, NJ 07047
P.O. Box 2697
Secaucus, NJ 07096
Tel: (201) 330-1900
Fax No. 1: (855) 890-8940
Fax No. 2 (201) 866-3137

Juicy Couture                    Trade                $252,909
c/o Liz Claiborne Inc.
29 Ponderosa Ln
Old Bridge NJ 08857
P.O. Box 13866
Newark, NJ 07188-0866
Tel: (888) 908-1160
Fax No. 1 (212) 626-1800
Fax No. 2 (201) 295-7159

Spanx, Inc.                      Trade                $240,276

Federal Express                  Trade                $240,106

Keystone Freight Corp.          Trade                $234,716

Adriano Goldschmied Inc.        Trade                $214,351

Cohen Express                   Trade                $209,714

M.V.P. Group, Inc.              Advertising          $204,839

Circa                           Trade                $191,997

Metro Pointe Retail             Rent                 $180,952
Associates II

Carolee LLC                     Trade                $178,791

Ansonia Commercial Group LLC    Rent                 $173,299

Dawson Cashmere                 Trade                $170,922

Synergy Logistics               Trade                $155,505

Lehigh Direct                   Advertising          $153,221

Troutman Sanders LLP            Professional Fees    $140,425

Fownes Bros & Co.               Trade                $138,578

SF 222 Sutter Street Owner      Rent                 $133,235
LLC

JAMAAB Corp. d/b/a Bridal & Co. Trade                $130,940

Deer Capital                    Rent                 $125,868

Equity One (West 16) LLC        Rent                 $116,666

World Logistics, Inc. &         Trade                $116,370


LONGVIEW POWER: Moody's Rates $150MM Term Loan 'Ba2'
----------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $150
million debtor-in-possession term loan (DIP Facility) of Longview
Power LLC. The rating primarily reflects the structural features
of the DIP facility and collateral coverage available to the DIP
lenders. Longview and certain of its affiliates, including Mepco
Holdings, LLC (Mepco), filed for bankruptcy protection under
Chapter 11 on August 30, 2013. Moody's withdrew all previous
ratings for Longview on September 3, 2013 following its Chapter 11
bankruptcy filing.

Ratings assigned to Longview as Debtor-in-Possession are:

Issuer: Longview Power LLC (DIP)

Senior Secured Term Loan Bank Credit Facility, Assigned Ba2

Rating on the DIP Facility has been assigned on a "point-in-time"
basis and will not be monitored going forward. As such, no outlook
has been assigned to the rating. The DIP Facility includes a $30
million letter of credit sub-facility.

Proceeds from the term loan will be used to fund general working
capital needs and planned repairs to Longview's boiler.

Ratings Rationale:

The primary factors underlying the Ba2 rating assigned to the DIP
Facility are the existence of credit enhancing structural
features, and the modest size of the DIP Facility relative to pre-
petition claims, which in Moody's view, leads to collateral
coverage that provides the DIP lenders with a reasonable degree of
protection. The rating, however, is constrained by mechanical
issues that have plagued the 695-megawatt supercritical coal-fired
generating station since it achieved commercial operation in
December 2011 and contributed to its financial distress.

Specifically, Longview has encountered a high incidence of boiler
tube leaks and other system failures that have prevented it from
operating at full capacity. Management has identified the boiler
as a primary source for Longview's operational difficulties and is
in process of implementing a rehabilitation plan to address these
issues. The ability of the facility to ultimately operate at
increased capacity levels remains uncertain.

The DIP credit agreement contains two financial covenants that are
required to be tested monthly. Specifically, these covenants
require Longview to achieve minimum monthly EBITDAR and "rolling
net cash flow" relative to monthly forecasts. Failure to meet
these covenant requirements could trigger an event of default and
provide DIP lenders the ability to exercise rights and remedies,
including foreclosure. The credit agreement also includes a draw
schedule to fund planned repair work.

The DIP Facility has a super priority first lien on substantially
all assets of Longview and the debtor affiliates, including Mepco.
Mepco owns active coal mines in West Virginia and Pennsylvania and
sells approximately half of its output to Longview. The collateral
coverage available to the DIP lenders is subject to a wide range
of outcomes given the illiquid nature and mechanical issues. This
high degree of variability was incorporated in Moody's assessment
of the realizable value of the collateral package, an important
rating factor. Moody's estimates total collateral coverage of the
DIP Facility to be in the range of 1.5 to 2.5 times. Longview and
its debtor affiliates, including Mepco, have provided upstream
guaranties to DIP lenders.

Moody's notes that the ratio of the DIP Facility's face value to
Longview's pre-petition debt is approximately 14%, a credit
positive. This view is driven by what appears to be a manageable
debt service burden placed on the company during reorganization as
well as an asset base that can provide protection for DIP lenders.

On November 21, 2013, the bankruptcy court approved the execution
of the DIP facility in its final debtor-in-possession order and
granted lenders a super priority claim over Longview's assets
pursuant to Section 364 of the US Bankruptcy Code. The DIP
Facility is scheduled to mature on November 27, 2015.

The bankruptcy will enable Longview to reduce its debt burden and
related interest expense to more manageable levels and provide
liquidity for scheduled repair work needed to improve operations.
The DIP Facility has been structured to convert to an Exit
Facility upon Longview's emergence from bankruptcy.

Longview 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.


MASTER AGGREGATES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Master Aggregates Toa Baja Corporation filed together with its
bankruptcy petition its schedules disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $6,665,436
  B. Personal Property            $4,460,503
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $5,721,783
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,426,654
                              --------------    -------------
        TOTAL                    $11,125,939      $10,148,437

A copy of the schedules is available for free at:

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

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, in San Juan, serves as counsel.


METRO AFFILIATES: Receives Nearly $20 Million in Bids
-----------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Atlantic Express Transportation Corp. announced in court on
Dec. 16 that it has nearly $20 million in offers for pieces of its
assets in New York after a two-day auction that lasted through the
night of Dec. 13 and into the morning of Dec. 14.

According to the report, the company said it received 16 qualified
offers for assets in New York and was prepared to move forward
with 10 deals, two of which are credit bids (exchanging debt for
company assets).

As a result of the recent conclusion of the auction and the
extremely complicated nature of the deals, the majority weren't
presented to Judge Sean Lane of the U.S. Bankruptcy Court in
Manhattan for approval on Dec. 16, the report related.  However,
Judge Lane did approve three transactions on Dec. 16.

A $700,000 deal with Academy Express LLC to purchase three buses
and assume two New York City express bus routes between Staten
Island and Manhattan was approved, the report said.  Two credit
bids for buses -- $300,000 from Navistar Financial Corporation and
$1.677 million from General Electric Capital Corp. -- also
received court approval.

The other seven deals still require approval and nearly all are
contested, the report added.

                       About Metro Affiliates

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

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

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

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

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


MONTREAL MAINE: U.S. Trustee Appoints 3-Member Creditors' Panel
---------------------------------------------------------------
William K. Harrington, the U.S. Trustee for the District of Maine
on Nov. 27 appointed these creditors to serve on the Committee of
Creditors in the Chapter 11 case of Montreal, Maine & Atlantic
Railway Ltd., holding claims arising from the July 6, 2013,
derailment at Lac-Megantic.

The Committee is comprised of:

      1. Serge Jacques
         Frontenac, QC. Canada G6B-251

      2. Jacinthe LaCombe
         Lac Megantic, QC. Canada G6B-226

      3. Megane Turcotte
         Lac Megantic, QC. Canada G6B 2N7

                        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.


MONTREAL MAINE: Chapter 11 Trustee Taps Baker Newman as Accountant
------------------------------------------------------------------
Robert J. Keach, the Chapter 11 trustee of Montreal Maine &
Atlantic Railway, Ltd. asks permission from the U.S. Bankruptcy
Court for the District of Maine to employ Baker Newman & Noyes,
LLC as accountant for the Trustee, nunc pro tunc to Aug. 7, 2013.

Baker Newman will be providing audit services for, and preparing
the corporate state and federal income tax filings of, Montreal
Maine & Atlantic Railway, Ltd., as well preparing and coordinating
the Canadian tax filings of Montreal Maine & Atlantic Canada Co.,
and providing additional and necessary accounting, tax, and
advisory services, to the extent requested by the Trustee.

Baker Newman will also:

   (a) prepare 2013 state and federal corporate tax filings;

   (b) assist or represent the Debtor, its shareholders,
       directors, or officers in the event of an IRS or state tax
       examination; and

   (c) audit the financial statements of the Debtor, including the
       balance sheet as of December 31, 2013 and the related
       statements of operations and comprehensive income or loss,
       changes in stockholders' equity, and cash flows for the
       year then ended, and the related notes to the financial
       statements.

In addition, Baker Newman will work with Collins Barrow National
Cooperative Inc., a Canadian accounting firm, to prepare certain
Canadian tax filings.  Consistent with Baker Newman's pre-petition
practice, Baker Newman proposes to pay the Collins Barrow invoices
directly and to include such amounts in the expense reimbursement
requests submitted to the Debtor.  Collins Barrow has estimated
its fees for preparing the 2013 Canadian tax filings will be
approximately $5,985.  Currently, Collins Barrow bills at a rate
of $525 per hour for a Tax Partner, $325 per hour for a Senior Tax
Manager, and $175 per hour for a Tax Technician.

Baker Newman will be paid at these hourly rates:

       Greg Sanborn, Audit Principal          $330
       Jeffrey Wheeler, Audit Principal       $300
       Jennifer Stewart, Audit Sr. Manager    $250
       Nicholas Ireland, Audit Sr. Manager    $230
       Craig Frey, Audit Manager              $160
       Ashley Knox, Audit Sr. Accountant      $130
       TBD, Audit Staff Accountants           $110
       Roger Poulin, Tax Principal            $365
       Stuart Lyons, Tax Principal            $355
       Kristin Redstone, Tax Sr. Manager      $210
       Griffin Hardy, Tax Sr. Accountant      $150
       TBD, Tax Staff Accountants             $125

Baker Newman will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Gregory Sanborn, principal and CPA in the Audit Division of Baker
Newman, 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.

Baker Newman can be reached at:

       Gregory Sanborn
       BAKER NEWMAN & NOYES, LLC
       280 Fore Street
       Portland, ME 04101-4177
       Tel: (207) 879-2100
       Fax: (207) 774-1793

                       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.


MSCI INC: Moody's Rates New Secured Loan Due 2018 'Ba1'
-------------------------------------------------------
Moody's Investors Service said it assigned Ba1 ratings to MSCI
Inc.'s proposed senior secured term loan A due December 2018 and
senior secured revolving credit facility due December 2018.
Although there will be no impact to the existing Ba1 Corporate
Family rating ("CFR"), Ba1-PD Probability of Default rating
("PDR") and SGL-1 Speculative Grade Liquidity rating, Moody's
considers the transaction a positive liquidity development.

MSCI has amended its senior secured term loan A to extend the
final maturity date to December 2018 and reduce the amount of
required amortization due before final maturity. The senior
secured revolving credit facility final maturity date was also
extended to December 2018.

Ratings on the existing debt will be withdrawn upon completion of
the refinancing.

Ratings Rationale:

MSCI retains solid market positions in financial risk management
tools and equity indices, especially in Asia. Moody's expects 7%
to 10% annual revenue growth, about 45% EBITDA margins, free cash
flow of over $250 million and debt to EBTIDA of about 2.2 times.
MSCI's subscription based fees recur at a high rate, AUM-based
index fees have grown with the popularity, and MSCI's financial
strength metrics are already consistent with investment grade
debtors, and should improve in 2014. MSCI's liquidity from a
minimum of $200 million of balance sheet cash, free cash flow in
every fiscal quarter and a $100 million revolving credit facility
is considered very good (SGL-1).

The stable ratings outlook reflects MSCI's limited scale and scope
of the business, a short operating history since the acquisition
of Risk Metrics in 2010, and expectations for periodic
acquisitions and regular share repurchase activity to be a use of
cash. Moody's also expects that the Governance business will be
sold in 2014 and that the proceeds will be returned to
shareholders through a dividend or share repurchase. An upgrade to
ratings could follow a material expansion and diversification of
the income and overall business scale, sustained high subscriber
retention and profitability levels and free cash flow maintained
above 30%, along with a demonstrated commitment to investment
grade financial policies. The ratings could be lowered if there is
a meaningful increase in competition, client retention rates
deteriorate or a more difficult pricing environment evolves
causing Moody's to anticipate an erosion in profitability and free
cash flow, resulting in expectations for debt to EBITDA and free
cash flow to debt to be sustained at about 3.5 times and under
10%, respectively. MSCI's financial policies, including the timing
and size of share repurchases, could also trigger a downgrade.

Assignments:

Issuer: MSCI Inc.

Senior Secured Bank Credit Facility, Assigned Ba1, LGD3, 33 %

Senior Secured Bank Credit Facility, Assigned Ba1, LGD3, 33 %

MSCI provides investment decision support tools, including
indices, portfolio risk and performance analytics and corporate
governance products and services. Moody's expects revenues without
the governance business, which Moody's expects will be sold, to
approach $1 billion in 2014.


MSCI INC: S&P Affirms 'BB+' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BBB'
issue-level rating and '1' recovery rating on MSCI Inc.'s amended
credit facilities: the $810 million term loan A and $100 million
revolver, both due 2018.  The '1' recovery rating indicates S&P's
expectation for very high (90% to 100%) recovery in the event of
payment default.

"The ratings on MSCI reflect a "fair" business risk profile, based
on its narrow product focus, with revenues mostly tied to the
health of the investment management industry, offset by its
position as one of the market leaders in its industry and good
operating efficiency," said Standard & Poor's credit analyst
Andrew Chang.

The rating also incorporates a "modest" financial risk profile,
reflecting good cash flow generation and credit metrics.  The
company's financial policy has a negative impact on S&P's rating
outcome because future acquisitions or shareholder returns may
entail higher debt usage than assumed in S&P's base case.

The stable outlook reflects S&P's view of MSCI's leadership
position in its core markets and its large recurring revenue base,
which should allow the company to maintain or increase its
revenues and EBITDA in the near term while generating sufficient
free cash flow to meet its shareholder distribution and
acquisition needs.

RATING LIST

MSCI Inc.
Corporate credit rating         BB+/Stable/--

Ratings Affirmed
$810 mil. term loan A due 2018  BBB
  Recovery rating                1
$100 mil. revolving credit
   facility due 2018             BBB
   Recovery rating               1


MSD PERFORMANCE: Z Capital Completes Purchase of Assets
-------------------------------------------------------
Patrick Fitzgerald, writing for DBR Small Cap, reported that
private equity firm Z Capital Partners said Monday it completed
its purchase of aftermarket auto parts seller MSD Performance
Group for $78 million.

                        About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
disclosed $30,305,656 in assets and $129,242,63 is liabilities as
of the Chapter 11 filing.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.

The Official Committee of Unsecured Creditors appointed in the
case retained Blank Rome LLP as counsel, and Carl Marks Advisory
Group LLC as financial advisors.


NATURAL MOLECULAR: Mintz Levin Okayed to Handle DOJ Investigation
-----------------------------------------------------------------
The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the
Western District of Washington signed off on an agreed order
authorizing Natural Molecular Testing Corporation's employment of
Mintz, Levin, Cohn, Glovsky, and Popeo, P.C., as special counsel.

On Nov. 25, the Debtor requested permission to employ Tracy A.
Miner and Mintz Levin, as special counsel in connection with an
investigation being conducted by the Department of Justice and the
U.S. Attorney's Office in the District of Massachusetts; and,
separately, a matter involving the U.S. Department of Health and
Human Services, Noridian Healthcare Solutions, LLC, and the
Centers for Medicare & Medicaid Services regarding the wrongful
seizure and suspension by CMS, Noridian, and DHHS of Medicare
payments owing to the Debtor.

Mr. Miner, on Oct. 8, disclosed that Mintz Levin received $25,000
as prepetition retainer from the Debtor, which remains in the
firm's trust account.  Mintz Levin maintains a balance of unpaid,
outstanding prepetition fees in the amount of $27,512.98.  The
prepetition fee balance will be paid directly by Beau Fessenden,
the Debtor's president and CEO.

The Court held that no adverse interest exist; the employment of
Mintz Levin is necessary, and that the employment will be in the
best interests of the estate.

Pursuant to the agreed order between the Debtor and the parties
who objected:

   1. the Debtor is authorized to employ Mintz Levin, nunc
      pro tunc to the petition date, as special counsel;

   2. Mintz Levin has agreed to waive reimbursement for
      travel time, except to the extent that such time is
      spent working on matters for the Debtor;

   3. Mintz Levin is authorized to retain the initial,
      prepetition retainer amount of $25,000 in the firm's
      trust account, to be addressed by later fee application
      by Mintz Levin.

   4. Mintz Levin does not represent individually Mr. Fessenden
      in the event that Mr. Fessenden desires to be later
      represented individually by Mintz Levin, Mintz Levin
      will not represent Mr. Fessenden unless and until the
      Court approves the terms of the engagement.

The Committee filed a limited objection, citing these concerns:

   1. the Committee requested that the order state in the
      recitals that Mintz Levin does not currently represent
      Mr. Fessenden, and there would be a decretal paragraph
      that provides Mintz Levin will not represent
      Mr. Fessenden; and

   2. while it is necessary for Mintz Levin to disclose that
      Mr. Fessenden is paying for prepetition services rendered
      for the benefit of NMTC, the Committee believes the order
      must not approve the payment.  If Mintz Levin wants Court
      approval of its prepetition work, it must make a fee
      application.

Creditors Pierce and Gordon objected to the employment because the
Debtor failed to establish the necessity of employing counsel at
the "discounted" hourly rates of $695 and $700.  Rates of this
amount are, according to the creditors, "quite simply, offensive
and unjustified."

               About Natural Molecular Testing Corp.

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.


NEENAH PAPER: S&P Raises CCR to 'BB' & Removes Rating from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Alpharetta, Ga.-based Neenah Paper Inc. to 'BB'
from 'BB-'.  In conjunction with this upgrade, S&P also raised the
issue-level ratings on the company's senior notes by one notch to
'BB' from 'BB-'.  S&P also removed the ratings from CreditWatch,
where it placed them with positive implications Nov. 26, 2013.
The rating outlook is stable.  The '3' recovery rating on the
company's senior notes remain unchanged.

"The stable rating outlook on Neenah Paper reflects our view that
the company's moderate debt levels will provide it the financial
flexibility to withstand declines in fine paper demand and pursue
acquisitions over the near to intermediate term such that leverage
remains less than 3x.  Leverage is likely to be in the low 2x area
in 2013-2015, within the range consistent with the 'BB' rating,"
said Standard & Poor's credit analyst Tobias Crabtree.

At this time, S&P considers a downgrade to be a low probability
event based on its view of the company's "intermediate" financial
risk profile and its belief that a financial cushion exists at the
'BB' rating to absorb deterioration in operating performance
resulting from factors such as weaker-than-expected overall
economic conditions or an increase in pulp input costs.  S&P would
consider a lower rating if it appears that the company were to
sustain debt to EBITDA between 3x and 4x--which could occur if
EBITDA were to decrease by more than 40% from S&P's base case
forecast.

S&P considers an upgrade unlikely in the next 12 months, given
Neenah Paper's steady forecast debt levels and "weak" business
risk profile, which incorporates its expectation of declining
demand for the company's fine paper products as customers shift to
electronic content.


NEVADA REGIONAL: S&P Lowers 2007 Revenue Bonds Rating to 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services downgraded its long-term rating
to 'B-' from 'BB+' on Nevada, Mo.'s series 2007 hospital refunding
revenue bonds, issued for Nevada Regional Medical Center (NRMC).
The outlook is negative.

"The downgrade and negative outlook reflect our view of this small
hospital's rapid and unexpected deterioration in its financial
performance and liquidity, compounded by turnover in financial
management and the absence of a permanent chief financial officer
at the present time," said Standard & Poor's credit analyst Robert
Dobbins.  "We understand that a poor information system conversion
and broader cuts in reimbursement were the preliminary factors in
the deterioration," added Mr. Dobbins.

NRMC, located in Nevada, Mo., is a 71-licensed-bed, acute-care
hospital owned by the city of Nevada. Nevada is the seat of Vernon
County, Mo. and is approximately 90 miles south of Kansas City and
60 miles north of Joplin.  The medical center currently has 37
beds in service.


NNN 3500: Case Dismissal Bid Denied But CWCapital May Foreclose
---------------------------------------------------------------
The U.S. Bankruptcy Court denied CWCapital Asset Management LLC's
motion to dismiss the Chapter 11 case of NNN 3500 Maple 26, LLC,
et al., however, the Court did lift the automatic stay pursuant to
Section 362(d)(2)(A) of the Bankruptcy Code.

The Court said it was clear that the single filing tenant in
common (TIC) had no equity in the property at issue.

Additionally, the Court said that for clarity, if a plan will not
be confirmed by Feb. 28, 2014, CWCapital would upload an order
lifting the automatic for the Court's entry.

As reported in the Troubled Company Reporter on Dec. 3, 2013,
Strategic Acquisition, in an expedited motion, asked the Court to
terminate the Debtors' exclusivity, stating that it intends to
propose a Chapter 11 plan itself or through a to-be created
company.  Strategic Acquisition, a creditor and party-in-interest,
related that the Plan would propose full satisfaction to all
creditors and interest holders through a large, cash infusion
which would, among other things: (i) cure and reinstate secured
debt, without modification of the same; (ii) pay general unsecured
creditors in full; (iii) leave value for the Debtors' interest
holders; (iv) transfer ownership of the Property to Strategic
Acquisition or its designee; and (v) recapitalize the Debtors'
business.

                      About NNN 3500 Maple 26

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

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

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

On behalf of NNN 3500 MAPLE 26, LLC, et al., Michelle V. Larson,
Esq., at Andrews Kurth LLP, submitted to the U.S. Bankruptcy Court
for the Northern District of Texas a Disclosure Statement and
Joint Plan of Reorganization dated Nov. 7, 2013.  The Plan
proposes to pay in full all creditors.  The Reorganized Debtors
will assume the liability for and obligation to perform and make
all distributions or payments on account of all Allowed Claims.


NNN 3500: Exclusivity Period Terminated; Maple Tower to File Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
entered an order terminating the exclusivity periods of NNN 3500
Maple 26, LLC, et al.

On Dec. 10, 2013, the Court considered expedited motions to
terminate the Debtor's exclusivity period filed by Strategic
Acquisition Partners LLC and Maple Avenue Tower LLC, a holder of
unsecured claim and party-in-interest.

In its order, the Court stated that lifting exclusivity will not
lengthen the proceedings, as all plan proponents will be bound by
the deadlines in place.  Allowing other parties to file a plan
does not hamper or affect prosecution of the Debtor's plan, but
rather gives the parties other opportunities.  And, having other
plans may lead to negotiation and settlement.

The Debtor, in its objection, stated that Maple Tower has no
reasonable cause for expediting the hearing, save and except that
it would be convenient for Maple Tower.

On Dec. 3, Maple Tower sought to terminate the Debtors'
exclusivity in order to propose a Chapter 11 plan.  The Tower Plan
would propose an auction of the property under Section 363 of the
Bankruptcy Code; or state foreclosure law, coupled with a
committed opening cash bid.

                      About NNN 3500 Maple 26

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

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

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

On behalf of NNN 3500 MAPLE 26, LLC, et al., Michelle V. Larson,
Esq., at Andrews Kurth LLP, submitted to the U.S. Bankruptcy Court
for the Northern District of Texas a Disclosure Statement and
Joint Plan of Reorganization dated Nov. 7, 2013.  The Plan
proposes to pay in full all creditors.  The Reorganized Debtors
will assume the liability for and obligation to perform and make
all distributions or payments on account of all Allowed Claims.


NNN PARKWAY: WBCMT Balks at Plan Confirmation
---------------------------------------------
Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, on
behalf of WBCMT 2007-C31 Amberpark Office Limited Partnership,
asks the U.S. Bankruptcy Court for the Central District of
California to deny confirmation of NNN Parkway 400 26, LLC, et
al.'s Plan of Reorganization.

A Dec. 19 hearing has been set to consider confirmation of the
Debtors' plan.

According to WBCMT, the Plan is fatally flawed because, among
other things, it (i) impermissibly attempts to alter contractual
rights and responsibilities among third parties -- namely lender
and the Non-Debtor TICS (tenant in common); (ii) violates the
absolute priority rule; (iii) is not feasible; and (iv) fails the
"fair and equitable" test of Bankruptcy Code 1129(b).

Additionally, it said the Plan cannot be confirmed because, among
other things:

   a. the Plan does not comply with the Bankruptcy Code or
      other applicable law;

   b. the Plan is not feasible; and

   c. the Plan contains an improper classification scheme.

                       The Chapter 11 Plan

As reported in the TCR on Sept. 25, 2013, the payments under the
Plan will be funded by (1) a new capital infusion over the term of
the Plan from the Debtors collectively based on an investment
venture with Steelbridge Capital, LLC; (2) net operational profits
generated by the Property, after allowance of operational expenses
and reserves; and (3) to the extent necessary, other sources of
funds, including a further cash infusion from the Debtors or
future borrowings.  Before or by the five year anniversary of the
Effective Date, the Property will either be refinanced or sold to
pay off the remaining Class 2 Secured Claim of WBCMT 2007-C31
Amberpark Office Limited Partnership and Lender's Unsecured Claim
in Class 7.

According to papers filed with the Court, the Debtors believe
that, in the absence of the Chapter 11 reorganization and the
confirmation of the Plan, the Debtors' assets would be liquidated
at substantially discounted prices, leaving much less to pay
creditors.  "The Plan, on the other hand, allows the Debtors to
maximize the return to creditors through the orderly
administration of their assets.  For example, the Lender will
continue to be paid under a debt secured by the Property and non-
Lender creditors will be able to receive payments on their debts.
Based on the New Capital Infusion, the property manager will have
sufficient time and resources to improve and lease the Property
thereby increasing the occupancy rate and rental revenue, to the
benefit of the Property, its tenants, vendors and local business
community."

The Plan provides for these terms:

    * The Debtors' Plan provides for a bifurcation of WBCMT's
claim into secured and unsecured claims based on the value of the
Property.  Among other things, the Plan provides for a substantial
principal pay down of the Lender's secured claim and then payments
over time.  The Class 2 Claim of WBCMT, to the extent Allowed,
will be treated as a Secured Claim in the amount of $19,800,000,
secured by liens and security interests in the WBCMT Collateral,
including the Property.  On or before the five-year anniversary of
the Effective Date, WBCMT will be paid a sum certain of $1,000,000
on its Class 7 Unsecured Claim.  To the extent WBCMT recovers
payment on its Class 7 Claim from the Guarantor, WBCMT's Class 7
Claim will be disallowed in a proportionate amount which prohibits
any double recovery, and WBCMT will not be entitled to any payment
on the Class 7 Claim.

    * Except to the extent the holder of an Allowed Class 6
General Unsecured Claim has been paid prior to the Effective Date
or agrees to less favorable treatment, each holder of an Allowed
Class 6 General Unsecured Claim will receive 50% of its Allowed
Class 6 Claim within six months of the Effective Date and 50%
within 12 months of the Effective Date.

    * Class 9 consists of all Allowed Unsecured Claims against the
Debtors by the TIC owners of the Property, other than the Debtors,
for which TICs are jointly and severally liable on Class 1, Class
2, Class 3, Class 4, Class 5, Class 6, Class 7 and Class 8 Claims,
including those Claims arising before the Effective Date or those
which arise under the Plan.  Class 9 Claims will receive no
payment.

    * Class 10 Interest Holders will receive, on account of each
of their Interests in the Debtors, a share of interests in the
Reorganized Debtors in proportion to the respective Debtor's
ownership interest in the Property.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/nnnparkway.doc284.pdf

                   About NNN Parkway 400 26 LLC

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.


NNN PARKWAY: Dec. 19 Hearing on Bid for Valuation of WBCMT Claim
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Dec. 19, 2013, ay 11 a.m., to consider
NNN Parkway 400 26, LLC, et al.'s motion to value the secured
claim of WBCMT 2007-C31 Amberpark Office Limited Partnership.

The Debtor requested that the Court fix the secured amount of the
claim at no more than the appraised as-is market value of the real
property collateral.  Specifically, the Debtors sought to value
the claim at either $17,850,000 or $19,250,000.

                   About NNN Parkway 400 26 LLC

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.


NORTH TEXAS BANCSHARES: Judge Clears Interbank Parent to Buy Biz
----------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that Park Cities
Bank, a struggling Texas banking chain, will merge with a larger
one after a bankruptcy judge agreed to approve that $11.4 million
transaction on Dec. 13.

Law360 reported that a Delaware bankruptcy judge gave the green
light on Dec. 13 to holding company North Texas Bancshares Inc.'s
sale of its interests in Dallas-based Park Cities Bank to Olney
Bancshares of Texas Inc., after hearing about a global settlement
that upped the winning bid to nearly $11.2 million.

The auction for the nondebtor four-branch bank, which has more
than $396 million on deposit, was facing fire on several fronts
including from the official committee of unsecured creditors and
stalking horse Park Cities Financial Group Inc., the Law360 report
said.

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

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


NYDJ APPAREL: Moody's Assigns 'B2' CFR & Rates $162.5MM Loans 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to NYDJ Apparel LLC.
Moody's also assigned B1 (LGD 3, 37%) rating to the company's
proposed $150 million senior secured term loan facility and $12.5
million revolving credit facility. The rating outlook is stable.
The ratings assigned are subject to receipt and review of final
documentation.

Proceeds from the term loan will be use to partially finance the
acquisition of NYDJ by Crestview Partners from Falconhead Capital
LLC. The proposed transaction will be funded in part with a $150
million term loan as well as $50 million of (unrated) 2nd lien
term loan. The remaining portion of the purchase price will be
funded with an equity contribution by Crestview Partners and
Maybrook Capital Partners.

New Ratings assigned to NYDJ:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$150 million Secured 1st Lien Term Loan at B1 (LGD 3 37%)

$12.5 million Secured Revolver at B1 (LGD 3 37%)

Ratings Rationale:

The B2 Corporate Family Rating assigned to NYDJ considers the
company's limited scale, with September 30 2013, LTM net sales of
approximately $200 million, and narrow focus in the women's jeans
category, which accounts for nearly all of the company's LTM net
sales. The rating also reflects the brand's limited track record,
which was established in 2003, as well as its significant
concentration with a few major department stores. The 4 largest
customers accounted for over 50% of fiscal 2012 total net sales.
The ratings also take into consideration the strength of the NYDJ
brand and its operating model, as evidenced by its high EBITDA
margin, consistent historical performance despite recent economic
headwinds and strong management team. Moody's expects Moody's
adjusted leverage to be moderate with debt/EBITDA in the mid 4
times range. The rating also reflects the expectation that the
company will maintain a good liquidity profile.

The B1 rating assigned to the $150 million senior secured term
loan and the $12.5 million secured revolver reflects the first
priority in substantially all the company's tangible and
intangible assets. The B1 rating receives support from junior
capital in the form of the $50 million second lien term loan which
will be owned by SLL, Inc., an entity associated with NYDJ's
founders.

The rating outlook is stable, reflecting expectations the company
will continue to maintain strong margins and utilize cash flows to
expand product offerings. Moody's also expects the company to
maintain free cash flow over the near term.

In view of the company's limited scale and narrow product focus,
an upgrade would require the company to maintain stronger
financial metrics than similar rated peers. The company would also
need to (i) successfully execute its new sportswear initiatives
while maintaining its core customers, (ii) sustain debt/EBITDA
below 4 times, (iii) reduce its dependence on a limited number of
department stores by expanding into new major wholesale accounts,
internationally, and through e-commerce, and (iv) maintain healthy
operating margins and continue to demonstrate stability in
operating performance.

Ratings could be downgraded if the company were to experience
negative revenue trends and declines in operating earnings as a
result of increased promotion, indicating that the brand is no
longer resonating with the company's core customer.
Quantitatively, ratings could be downgraded if debt/EBITDA was
sustained above 4.75 times. Ratings could also be lowered if the
company's financial policies were to become more aggressive, if
liquidity were to become constrained or the cushion in its
financial covenants were to narrow.

NYDJ Apparel LLC designs and markets apparel for women under the
"NYDJ" brand. The company's products are sold in over twenty
countries through department stores, specialty boutiques,
catalogs, and on its ecommerce website.  As of September 30, 2013,
the company had LTM net sales of approximately $200 million.


NYDJ APPAREL: S&P Assigns 'B' CCR; Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services assigned Los Angeles-based NYDJ
Apparel LLC a 'B' corporate credit rating.  The outlook is stable.

At the same time, we assigned NYDJ's $162.5 million senior secured
credit facilities (consisting of a $12.5 million revolver and a
$150 million term loan) a 'B+' issue-level rating, with a recovery
rating of '2', indicating S&P's expectation for substantial
(70% to 90%) recovery for lenders in the event of a payment
default.

NYDJ will use the proceeds from the proposed term loan issuance,
along with a $50 million second-lien term loan, which S&P do not
rate, and sponsor equity, to finance the purchase of the company.

"Our ratings on NYDJ partly incorporates our view that the company
has a narrow focus within a highly competitive industry," said
Standard & Poor's credit analyst Michael Audino.  "The ratings
also reflect our expectation that the ratio of debt to EBITDA will
be below 4.5x, and funds from operations to debt will be in the
mid- to high-teens percentage area over the next two years."

NYDJ focuses on the denim segment of the apparel industry and has
limited product diversity, with the vast majority of the company's
sales generated from women's jeans.  Competition in the apparel
industry is intense and the company competes against larger
competitors with greater financial flexibility, including Ralph
Lauren, Levi Strauss, and The Jones Group to name a few.  The
company is also susceptible to changes in consumer tastes given
its niche focus and lack of product diversity.  In addition, the
company's revenue base is mostly from the wholesale channel and it
has substantial sales concentration with national department
stores.  Therefore, S&P believes the loss of any of the
relationships will weaken its profitability and credit metrics.

The stable outlook reflects Standard & Poor's view that NYDJ will
maintain credit measures near current pro forma levels over the
next year.


OCZ TECHNOLOGY: U.S. Trustee Objects to Toshiba's Breakup Fee
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that OCZ Technology Group Inc., a producer of solid-state
computer drives, filed a petition for Chapter 11 protection on
Dec. 2 and has a Dec. 19 hearing for approval of auction and sale
procedures.

According to the report, Toshiba Corp. is under contract to buy
the business for $35 million, to be paid in large part with $23.5
million in financing it's supplying for the reorganization.

The U.S. Trustee filed papers on Dec. 13 objecting to sale
procedures. The day before, the Justice Department's bankruptcy
watchdog appointed three members to an official creditors'
committee. One member is printer R.R. Donelley & Sons Co., not to
be confused with yellow page publisher R.H. Donnelley Corp., which
implemented a Chapter 11 reorganization plan in February 2010,
renamed itself Dex One Corp., and merged this year with SuperMedia
Inc. through prepackaged plans confirmed for both companies within
six weeks.

The U.S. Trustee contends Tokyo-based Toshiba has no need for a
breakup fee given its status as lender. The U.S. Trustee also says
that requiring repayment of the Toshiba financing one day after
sale approval is intended to inhibit competing bidders, who are
given 15 days to complete the acquisition.

San Jose, California-based OCZ wants competing bids by Jan. 9 and
an auction on Jan. 13, with a hearing to approve the sale by Jan.
21.

                             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.


ORMET CORP: Completes Sale of Burnside Smelter to Almatis
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ormet Corp., a primary aluminum producer forced to
liquidate, completed the previously approved sale of its alumina
smelter to Almatis Inc. for $39.4 million, the buyer said in a
statement Dec. 13 on the company's Web site.

According to the report, the smelter is in Burnside, Louisiana.
There was no auction.

Completion of a court-approved sale of the business to lender and
part owner Wayzata Investment Partners LLC became impossible when
Ohio utility regulators refused in October to grant reductions in
electricity prices. Wayzata would have acquired the business
largely in exchange for debt.

Ormet then halted operations at the smelter in Hannibal, Ohio, and
put the Burnside facility into a "hot-idle" status.  The Burnside,
Louisiana facility could produce 540,000 tons of smelter-grade
alumina a year. The Hannibal smelter has a capacity of 270,000
tons of primary aluminum annually.

                         About Ormet Corp.

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

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

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

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

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

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

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


PARKER DRILLING: Moody's Affirms B1 CFR & Unsecured Notes Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed Parker Drilling Company's
Corporate Family Rating (CFR) at B1, the Probability of Default
Rating (PDR) at B1-PD and senior unsecured notes ratings at B1.
Moody's also assigned a first time Speculative Grade Liquidity
Rating (SGL) of SGL-1. Moody's changed the outlook to positive
from stable.

"The positive outlook reflects improving prospects for meaningful
revenue growth and cash flow generation as Parker expands its
Rental Tools business and international diversification," stated
Michael Somogyi, Moody's Vice President -- Senior Analyst.

Issuer: Parker Drilling Company

Affirmations:

Corporate Family Rating, affirmed at B1

Probability of Default Rating, affirmed at B1-PD

Senior Unsecured debt, affirmed at B1

Assignment:

Speculative Grade Liquidity Rating SGL-1

Outlook:

Changed to Positive from Stable

Ratings Rationale:

Parker's B1 CFR reflects the company's small scale and exposure to
the highly cyclical contract drilling and rental tools market. As
a relatively small player in the contract drilling market, Parker
has historically carved out a niche position as a provider of
specialized drilling rigs along with the technical expertise to
work on complex wells or in remote and harsh locations worldwide.
Parker's drilling rigs are used under relatively short term
customer commitments that generate little backlog which causes
variability in rig utilization rates and day rates for the
company. In addition, US land drilling and the demand for rental
tools continues to face a challenging market environment as price
discounting and declining utilization rates provided evidence of
slowing demand and excess equipment.

Led by a new management team, Parker continues to focus on the
redeployment and regionalization of its international rig fleet
while expanding its Rental Tools business. With the close of the
iTS Tubular Services (ITS) acquisition in April 2013, Parker has
accelerated efforts to expand its rental tools business and
international diversification. Based in Scotland, ITS serves an
extensive customer base of E&P companies, drilling contractors and
service companies from 21 operating facilities located in the
Middle East, Latin America, UK and Europe and the Asia-Pacific
region. Moody's expects growth in EBITDA and cash flows through
2014 with Parker benefitting from a full year of earnings from its
two high-specification Alaskan rigs and the integration of the ITS
acquisition. The repositioning and improved utilization rates
across its international rig fleet is also expected to contribute
to EBITDA growth.

Parker's SGL-1 rating reflects the company's very good liquidity
profile. The company's consolidated cash balance was about $162
million as of September 30, 2013 and Parker will have full
availability under both its $80 million senior secured revolving
credit facility and $42.5 million senior secured term loan
facility (subject to $2.5 million quarterly amortization) that are
scheduled to mature in December 2017. Parker's availability under
the senior secured revolver is subject to financial covenants
defined as Debt/EBITDA under 4.0x, Secured Debt/EBITDA under 1.5x
and EBITDA/Interest Expense above 2.5x. Moody's expects that the
company will maintain adequate headroom under its covenants.
Drawings under the revolver are also subject to a borrowing base
that is derived from the value of certain accounts receivable,
barge drilling rigs, and rental equipment. Parker has no near term
debt maturities until 2017 when its revolver and term loan mature.

Parker's senior unsecured notes are rated B1, in line with the
CFR. While the notes are contractually subordinated to the
company's secured bank credit facility, they benefit from
guarantees from all of Parker's domestic operating subsidiaries,
including its Alaska rigs. However, Moody's notes that the notes
are not guaranteed by Parker's subsidiaries generating revenue
primarily outside of the US, and as such, the notes will be
effectively subordinated to the liabilities of these subsidiaries.
The non-guarantor subsidiaries house Parker's international rigs
and currently have no debt obligations.

The positive outlook reflects Moody's expectation that Parker's
EBITDA will continue to increase and the company will manage its
leverage down to around 2.0x. Should Parker reduce and maintain
leverage to around 2.0x and increase their EBITDA to at least $300
million, an upgrade will be considered. A negative rating action
could result from materially increased leverage, tightening
liquidity, or weakening results in the rental tools business.
Sustained Debt to EBITDA in excess of 3.5x would signal a change
in financial policies that could lead to a downgrade. Should the
amount of senior secured debt increase to be a greater portion of
the company's capital structure, it could lead to a downgrade of
the senior notes.

Parker Drilling Company is headquartered in Houston, Texas.


PEREGRINE FINANCIAL: Customers to Get 2nd Distribution This Year
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Peregrine Financial Group
Inc. will make a second distribution before the year-end, bringing
the total distribution so far to 37 percent for so-called 4d
customers with commodity futures and options accounts and to 85
percent on so-called 30.7 accounts for trading in futures or
options on foreign exchanges.

According to the report, the trustee, Ira Bodenstein, said in a
court filing last week that he intends to distribute $41 million
of the $68.7 million he has on hand. He will hold back $27.9
million to cover payments to customers whose claims remain
unresolved.

There will be a hearing on Dec. 18 in U.S. Bankruptcy Court in
Chicago to approve what will be the second distribution this year.

In the first distribution, authorized in March, Bodenstein gave 30
percent to 4d customers and 40 percent to 30.7 customers.
Previously, Bodenstein's lawyer said customers with 30.7
ultimately should be paid in full.

Bodenstein received 14,100 claims seeking $738 million. He has now
reconciled more than 9,700 claims for $370 million for 4d and 30.7
customers.

Peregrine was operating a Ponzi scheme orchestrated by the
company's founder, Russell R. Wasendorf Sr. The fraud was
discovered when Wasendorf tried unsuccessfully to commit suicide
in the parking lot of company headquarters.

The U.S. Commodity Futures Trading Commission began a receivership
in U.S. District Court in Chicago in July 2012. The judge
appointed a receiver and froze the assets the same day.  The
company filed a liquidating Chapter 7 petition in which Bodenstein
was appointed trustee. The CFTC alleged that more than $200
million in supposedly segregated customer funds were
misappropriated.

                   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: Dechert LLP to Advise Board of Directors
----------------------------------------------------------------
Physiotherapy Holdings, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Dechert LLP as special counsel to the Debtors'
board of directors, nunc pro tunc to Nov. 12, 2013.

The Debtors require Dechert LLP to:

   (a) continue to investigate potential claims and causes of
       action related to the revenue recognition, accounting and
       other financial issues that will be assigned to, and
       preserved for prosecution by, the Litigation Trust;

   (b) conduct interviews, taking depositions and gathering
       evidence relevant to the to the potential claims and causes
       of action to be assigned to and pursued by the Litigation
       Trust;

   (c) advise the Debtors and their Boards of Directors concerning
       the nature and extent of the overstatements of revenue and
       profitability and the impact of such overstatements on the
       Debtors' financial position;

   (d) advise the Debtors and their Boards of Directors with
       respect to the potential claims and causes of action to be
       assigned to and pursued by the Litigation Trust; and

   (e) additional services as the Debtors may reasonably request
       from time to time that are consistent with the foregoing.

Dechert LLP will be paid at these hourly rates:

       Antonella Capobianco-Ranallo, Legal Asst    $205
       Owen C. Foster, Associate                   $645
       Craig L. Godshall, Partner                  $1,050
       Herther-Spiro, Nicole B., Associate         $645
       David A. Kotler, Partner                    $875
       Matthew L. Larrabee, Partner                $985
       Charlotte K. Newell, Law Clerk              $405
       Krishnakant Patel, Legal Asst               $285
       Bernardo L. Piereck de Sa, Associate        $620
       Galia H. Porat, Associate                   $560
       Michael J. Sage, Partner                    $1,050
       Emily E. Shea, Associate                    $495
       Jason W. Smith, Legal Asst                  $285
       Deborah S. Sohn, Associate                  $450
       Kenneth C. Wang, Associate                  $560
       Richard P. Wild, Partner                    $1,120
       Partners                                    $875-$1,120
       Associates                                  $450-$645
       Paraprofessionals                           $205-$405

Dechert LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.

In the 12 months immediately preceding the Petition Date, Dechert
LLP has received payments from the Debtors totaling $1,551,627.94
for prepetition services as general corporate counsel and
litigation counsel to the Debtors and the special litigation
committee of the board of directors.  As of the Petition Date,
Dechert LLP holds a retainer in the amount of $49,032.40.

Michael J. Sage, partner of Dechert 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. 17, 2013, at 1:30 p.m.  Objections, if any,
were due Dec. 10, 2013, at 4:00 p.m.

Dechert LLP can be reached at:

       Michael J. Sage, Esq.
       DECHERT LLP
       1095 Avenue of the Americas
       New York, NY 10036
       Tel: +1 (212) 698 3503
       Fax: +1 (212) 698 3599
       E-mail: michael.sage@dechert.com

                  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.


PHYSIOTHERAPY HOLDINGS: Taps Kirkland & Ellis as Attorneys
----------------------------------------------------------
Physiotherapy Holdings, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Kirkland & Ellis LLP as attorneys, nunc pro
tunc to Nov. 12, 2013.

The Debtors require Kirkland & Ellis to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors in possession in the continued management and
       operation of their businesses and properties;

   (b) advise and consult on the conduct of these Chapter 11
       cases, including all of the legal and administrative
       requirements of operating in Chapter 11;

   (c) attend meetings and negotiate with representatives of
       creditors and other parties in interest;

   (d) take all necessary actions to protect and preserve the
       Debtors' estates, including prosecuting actions on the
       Debtors' behalf, defending any action commenced against the
       Debtors, and representing the Debtors in negotiations
       concerning litigation in which the Debtors are involved,
       including objections to claims filed against the Debtors'
       estates;

   (e) prepare pleadings in connection with these Chapter 11
       cases, including motions, applications, answers, orders,
       reports, and papers necessary or otherwise beneficial to
       the administration of the Debtors' estates;

   (f) represent the Debtors in connection with obtaining
       authority to continue using cash collateral and
       post-petition financing;

   (g) advise the Debtors in connection with any potential sale of
       assets;

   (h) appear before the Court and any appellate courts to
       represent the interests of the Debtors' estates;

   (i) advise the Debtors regarding tax matters;

   (j) take any necessary action on behalf of the Debtors to
       negotiate, prepare, and obtain approval of a disclosure
       statement and confirmation of a Chapter 11 plan and all
       documents related thereto; and

   (k) perform all other necessary legal services for the Debtors
       in connection with the prosecution of these chapter 11
       cases, including: (i) analyzing the Debtors' leases and
       contracts and the assumption and assignment or rejection
       thereof; (ii) analyzing the validity of liens against the
       Debtors; and (iii) advising the Debtors on corporate and
       litigation matters.

Kirkland & Ellis will be paid at these hourly rates:

       Partners                          $655-$1,150
       Of Counsel                        $450-$1,150
       Associates                        $430-$790
       Paraprofessionals                 $150-$335
       Jonathan S. Henes, P.C.         $1,025
       Nicole L. Greenblatt              $840
       David S. Meyer                    $735

Kirkland & Ellis will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Kirkland & Ellis currently charges the Debtors $0.13 per page for
standard duplication in its offices in the U.S.  Notwithstanding
the foregoing and consistent with the Local Bankruptcy Rules,
Kirkland & Ellis will charge no more than $0.10 per page for
standard duplication services in these chapter 11 cases.

As set forth in the Henes Declaration, on April 22, 2013, the
Debtors paid $200,000 to Kirkland & Ellis as a classic retainer;
and subsequently made additional classic retainer payments to
Kirkland & Ellis totaling $400,000 in the aggregate.

Jonathan S. Henes, Esq., partner of Kirkland & Ellis, 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. 17, 2013, at 1:30 p.m.  Objections, if any,
were due Dec. 10, 2013, at 4:00 p.m.

Kirkland & Ellis can be reached at:

       Jonathan S. Henes, P.C.
       KIRKLAND & ELLIS LLP
       601 Lexington Avenue
       New York, NY 10022
       Tel: (212) 446-4927
       Fax: (212) 446-4900
       E-mail: jonathan.henes@kirkland.com

                  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.


PHYSIOTHERAPY HOLDINGS: U.S. Trustee, et al., Object to Plan
------------------------------------------------------------
BankruptcyData reported that multiple parties -- including the
U.S. Trustee assigned to the case, Huron Consulting Services and
Blue Cross Blue Shield of Georgia Healthcare Plan -- filed with
the U.S. Bankruptcy Court separate objections to Physiotherapy
Holdings' Joint Prepackaged Plan of Reorganization.

The U.S. Trustee asserts, "A chapter 11 plan may not be confirmed
unless the Court can find that the plan complies with the
provisions of 11 U.S.C. sections 1129(a).  A plan proponent bears
the burden of proof with respect to each and every element of 11
U.S.C. Section 1129(a)...the Plan is not confirmable because it
contains certain debtor releases and nonconsensual third-party
releases that are contrary to applicable law.  In addition, based
on the definition of Releasing Parties and the terms of the Third
Party Releases future personal injury claimants, who may have been
injured from the services provided at the Debtors' facilities
prior to the Petition Date and may assert that claim post-
confirmation, do not appear to have effective redress for their
claims.  For these reasons, confirmation of the Debtors' Plan
should be denied."

                   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.


PILOT TRAVEL: Moody's Confirms 'Ba2' CFR, Outlook Negative
----------------------------------------------------------
Moody's Investors Service confirmed the ratings of Pilot Travel
Centers LLC including its Ba2 senior secured bank ratings, Ba2
Corporate Family Rating (CFR) and Ba3-PD Probability of Default
Rating (PDR). The outlook for the ratings is negative.

The confirmation reflects Moody's view that Pilot's overall
operations continue to perform well and that the company will
maintain adequate liquidity and relatively good credit metrics.
The confirmation also reflects the final approval of the class
action settlement in November 2013, that incorporates the
substantial majority of Pilot's customer base and the final
judgment of around $80 million, of which about $60 million has
been paid to date.

The negative outlook reflects the ongoing federal investigation
and pending litigation and the uncertainty and timing that both of
these events could have, if any, on Pilot's overall operations,
fuel and merchandise supply or its liquidity.

Ratings Rationale:

Pilot's Ba2 CFR reflects the company's relatively good debt
protection metrics, , meaningful scale, geographic reach,
relatively diverse profit stream, and adequate liquidity. The
ratings are constrained by Pilot's reliance on high volume, low
margin fuel sales, some regional concentration, and concern that
financial policies with respect to dividends and acquisitions
could become more aggressive.

A downgrade could occur in the event that liquidity contracted
beyond current levels or debt protection metrics weaken due in
part to a sustained deterioration in operating performance or an
adverse judgment from the pending investigation or litigation. The
adoption of an aggressive financial policy or growth strategy that
negatively impacted debt protection metrics or liquidity could
also pressure the ratings. Specifically, ratings could be
downgraded if debt to EBITDA exceeded 4.5 times, EBITA coverage of
interest fell below 1.75 times, or liquidity deteriorated.

Given the pending investigation and litigation any upward rating
pressure is unlikely. However, a stable outlook would require
greater clarity towards a final resolution to the ongoing criminal
investigations and pending litigation that did not materially
impact the company's liquidity, operations or debt protection
metrics. In addition, an upgrade would require a sustained
improvement in debt protection metrics driven in part by stronger
operating performance of its fuel business, with gross margins
from Pilot's non- fuel businesses remaining stable. A higher
rating would also require good liquidity. Quantitatively, an
upgrade would require sustained debt to EBITDA below 3.5 times,
EBITA coverage of interest of above 4.0 times, and retained cash
flow to net debt of about 25%.

Pilot Travel Centers LLC is a partnership that owns and operates
over 500 truck stops across the U.S. and Canada. In addition to
fuel, Pilot locations have convenience stores, fast food
restaurants, and other amenities. Annual revenues are
approximately $31 billion.


POLYONE CORP: S&P Raises CCR to 'BB' & Removes Rating from Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Avon Lake, Ohio-based PolyOne Corp. to 'BB' from 'BB-'.
At the same time, S&P removed the rating from CreditWatch, where
it placed it with positive implications on Nov. 26, 2013.  The
outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $50 million 7.5% debentures due 2015 to 'BBB-' from
'BB+'.  S&P also raised the rating on the company's senior
unsecured debt to 'BB' from 'BB-'.  The recovery ratings on both
the debentures and unsecured debt are unchanged.

"The upgrade reflects our reassessment of the importance of
PolyOne's growing specialty lines of business and volatility of
earnings to the company's business risk profile," said Standard &
Poor's credit analyst Seamus Ryan.  The company's continuing
transition as a result of organic growth, specialty chemical
acquisitions, and divestitures of commodity chemical lines of
business is a key component of our assessment of the company's
"fair" business risk profile.  We believe the company's average
volatility offsets some of the weakness associated with the
company's below-average operating margins.  In addition, our
belief that PolyOne will continue to gradually improve margins and
cash flows while maintaining sizable cash balances, part of which
we consider surplus cash, results in our assessment of the
company's financial risk profile as "significant".

"Our assessment of a significant financial risk profile reflects
our expectation that PolyOne's gradually improving profitability
and cash flow generation, as it continues to focus on its
specialty chemical lines of business, will lead to somewhat
stronger credit metrics over the next year.  Although credit
metrics are at the low end of the range we expect for a
"significant" cash flow assessment as a result of the company's
acquisition of Spartech, we believe PolyOne will maintain metrics
near the midpoint of our expectations over the next two years.  In
addition, we believe management will exercise prudence with
respect to further acquisitions and shareholder rewards, including
its plan to repurchase the shares issued in connection with the
Spartech acquisition, to limit pressure on financial metrics," S&P
added.

S&P's assessment of PolyOne's business risk profile as fair
reflects its expectations that, despite the company's increased
focus on specialty products, profitability will remain below the
industry average and the company's commodity product lines will
remain subject to some cyclicality.  Nevertheless, S&P believes
the company will gradually improve profitability due to increased
focus on higher margin products and continued efforts to reduce
costs and improve operating efficiency, particularly in the
recently acquired Spartech business lines.  S&P's business risk
assessment also incorporates its view of the global specialty
chemical industry's "low" risk and a "low" country risk.  PolyOne
sells about 70% of its products to customers based in the U.S.

The stable outlook reflects S&P's expectation that improving
operating performance along with the company's strategy to focus
more on its specialty business, including the recent Spartech
acquisition, will gradually improve profitability.  The outlook
also reflects S&P's opinion that management will maintain a
prudent approach to funding growth and shareholder rewards.

S&P could lower ratings if it expects FFO to debt to decline to
20% or less, a level more appropriate for an "aggressive"
financial risk profile, without indications of near-term
improvement.  Additional debt-funded acquisitions over the next
year could lead to such a decline.  Based on S&P's scenario
forecasts, this could also stem from problems with the Spartech
integration, deterioration in profitability, or negative trends in
key housing and auto end markets that can result in weakened
operating performance.  In this scenario, margins would drop by
more than 300 basis points from current levels with minimal
revenue growth.

Based on our scenario forecasts, S&P could raise the ratings if
better-than-expected earnings boost FFO to adjusted debt to above
35%, even as the company pursues growth objectives.  This could
occur if EBITDA margins increase by more than 300 basis points,
with about 10% organic revenue growth.  Such a scenario could
result from continued growth in PolyOne's higher-margin specialty
businesses, a more rapid recovery in key housing and auto end
markets, or greater-than-expected synergies from the Spartech
acquisition.


PRESBYTERIAN VILLAGES: Fitch Affirms BB+ Rating on $30.68MM Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
bonds:

-- $30.68 million Michigan State Hospital Finance Authority
    revenue and refunding bonds series 2005 (Presbyterian Villages
    of Michigan Obligated Group).

The Rating Outlook is Stable.

Security:

The series 2005 bonds are secured by a pledge of the obligated
group's (OG) gross revenues, a first mortgage on the OG's
facilities, and a debt service reserve fund.

Key Rating Drivers:

Stable Debt Service Coverage: Presbyterian Villages of Michigan
Obligated Group's (PVM or OG) coverage has been stable, generally
in the 1.4x to 1.5x range. Due to a one-time $2.1 million tax
credit, debt service coverage was a strong 2.6x in the nine month
2013 interim period. Backing out the one-time tax credit from
revenues, lowers coverage to 1.5x, which is consistent with PVM's
historical performance.

Adequate Liquidity for Rating Level: PVM had 107.2 days cash on
hand, a 4.5x cushion ratio, and 31.7% cash to debt as of September
30, 2013, all slightly improved over the prior year and adequate
for the rating level.

Occupancy Consistent YOY: Overall occupancy is good at 87.2% as of
September 2013, which is very stable year over year. Occupancy has
been supported by continued marketing efforts, reconfiguration of
units to meet local consumer demand, and the addition of services.
The largest drag on occupancy remains independent living (IL)
occupancy at the Village of Westland, which was at 78%.

Continue to Strengthen OG Finances: PVM continues to focus on
improving the financial profile of the OG. These efforts include
shedding weaker performing service lines and units, or adding ones
that are more accretive to PVM's financial profile, as well as
strong expense management. Currently, PVM is finalizing due
diligence to move 63 older cottages at the Village of Redford
outside the OG to a non-OG affordable housing affiliate.

Rating Sensitivities:

STABLE FINANCIAL PERFORMANCE: Fitch expects the main drivers of
PVM's performance to remain stable over the next year, with
liquidity staying level and debt service returning to historical
levels at approximately 1.5x.

Credit Summary:

Headquartered in Southfield, MI, PVM consists of PVM Corporate, a
foundation, three rental continuing care retirement communities
located in Redford, Westland and Chesterfield Township, MI, and a
PVM entity that is a general partner in a PVM non-OG affordable
housing campus. Currently, the three campuses total 347
independent rental units, 190 assisted living units, and 178
skilled nursing beds. PVM had approximately $36.1 million in
operating revenue in 2012. In addition, PVM owns or manages
approximately 1,250 independent living and 28 assisted living
units through non-obligated entities.

The 'BB+' rating affirmation and stable outlook reflect PVM's
stable financial profile at the current rating level characterized
by adequate liquidity, consistent debt service coverage, tight
expense control, and stable occupancy. The 2005 bonds are all
fixed rate and PVM has no swaps.

Good Expense Management:

Expenses rose just 1.2% from 2011 to 2012 and were down slightly
year over in the 2013 nine month interim period. PVM continues to
flex staff based on occupancy levels and look for ways to reduce
administrative costs. Revenue growth has been flat as total
occupancy has remained below 90%, so the strong expense controls
have helped PVM sustain its operating performance.

Occupancy Initiatives:

PVM has implemented a number of initiatives to help increase
occupancy. The Village of Westland campus has been a particular
challenge, and PVM expanded fee-based services to the IL units to
meet consumer preference. IL occupancy at Westland was 78% at
Sept. 30, 2013. IL occupancy remains stronger at The Village of
Redford (90% in the interim period). PVM is finalizing due
diligence to move 63 older cottages at the Village of Redford
outside the OG to a non-OG affordable housing affiliate. This
would allow PVM to realize a gain on sale, generate an annual
management fee, secure potential development fees, and have
substantially renovated units.

Continued Advances:

PVM regularly advances funds for programs and capital projects
outside the OG. At Sept. 30, 2013, PVM had $11.4 million of
advancements and receivables up from $9 million at Sept. 30, 2012.
PVM has a formal written policy in place for these advances and
Fitch believes that the advances support important strategic
programs of the larger organization. Additionally, the commitments
are manageable at the current rating level.

However, the advances dilute the financial profile of PVM,
especially liquidity, which is thin, but adequate for the rating
level. At Sept. 30, 2013, PVM's level of unrestricted cash and
investments was $10.3 million, which equated to 107.2 DCOH, a 4.5x
cushion ratio, and 31.7% cash to debt. Cash and unrestricted
investments did increase from $9.5 million in the prior year
period, even though the advances to outside the OG increased by
$2.4 million.

The main reason for the sustaining of liquidity in spite of the
increase in advances was PVM's receipt of $2.1 million of
Brownfield Tax Credits related to its Rivertown Neighborhood
project. The funds were then forwarded to the PVM affiliate of the
project. As a result the advance did not come off PVM's balance
sheet. The tax credit funds were included as revenue in the nine
month interim period, which gave a one-time lift to PVM's
financial performance and debt service coverage. Moving forward,
Fitch expects PVM's debt service coverage to return to historical
levels.

Philanthropy:

PVM is in the middle of a state-wide fundraising campaign which
has increased donations (system-wide the campaign has netted $11.1
million in unrestricted, temporarily restricted, and permanently
restricted donations as of Sept. 30, 2013). PVM has increased its
goal to $27.5 million, with a considerable portion to be invested
in the OG.


PREFERRED PROPPANTS: Frac Sand Supplier Skips Payment
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Preferred Proppants LLC, a producer of sands and
proppants used in hydraulic fracturing, didn't make a quarterly
payment of interest and principal after signing a forbearance
agreement with lenders, according to a report on Dec. 13 by
Standard & Poor's.

The terms of the forbearance aren't known because the company is
closely held.

S&P said the Radnor, Pennsylvania-based company generates enough
cash to maintain operations.

The company previously violated loan covenants. According to an
earlier report from Moody's Investors Service, the company has a
"limited amount of high quality frac sand reserves" and "weak
liquidity." The company hired restructuring advisers, Moody's
said.

For the year ended in June, revenue was $370 million, Moody's
reported.


REEVES DEVELOPMENT: May Use IberiaBank's Cash Collateral
--------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana authorized Reeves Development
Company LLC to use cash collateral, not to exceed $200,000,
securing the debt due to IberiaBank.

Reeves in October sought the Court's permission to use the cash
collateral to fund a material pit project in Lake Charles,
Louisiana.  As reported in the Troubled Company Reporter on Nov.
11, 2013, IberiaBank tried to block efforts by the Debtor to win
court approval to use a portion of the funds considered to be the
bank's cash collateral.

Pursuant to the Court's order, Reeves will pay Iberia $1 per cubic
yard of material sold from the material pit as an additional
adequate protection.  The Debtor further will replenish the cash
collateral used for the project in accordance with the projections
and job accounting indicated in the Debtor's pleadings.  Reeves
will also provide replacement security interests in and perfected,
first-priority liens upon and against all postpetition collateral
of the same type as the Prepetition Collateral.

Ronald Bertrand, Esq., said creditors including IberiaBank "do not
have the ability to monitor what is going on as to their cash
collateral" because the company doesn't file its financial reports
on time.  "If the debtor is not capable of maintaining records on
a more current basis . . . then said debtor should not be
authorized to use cash collateral," the bank's lawyer said in
court papers.

Mr. Bertrand said the last reports filed by the company with the
court "do not reflect sufficient cash collateral" to justify its
request to use the funds.

Mr. Bertrand further said that the use of the bank's cash
collateral for the project is not part of Reeves Development's
proposed Chapter 11 plan.

"At the time of the Chapter 11 filing, the debtor was not
operating a dirt pit. This is a new venture, with no history to
fall back on," the lawyer said, adding that all information about
the viability and success of the project is "speculative."

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq. -- avingiello@steffeslaw.com -- at Steffes,
Vingiello & McKenzie, LLC, in Baton Rogue, Louisiana, represents
the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.

The Debtor's Plan dated Feb. 27, 2013, provides that on the
effective date, all allowed accrued interest calculated at the
non-default contractual rate of 4% per annum plus any amounts
allowed by the Court will be capitalized and added to the
outstanding principal balance due under the note issued by Iberia
Bank.  The maturity of the Iberia Note will be extended to 60
months from the Effective Date.  The Debtor will then repay the
New Principal Balance with interest accruing at the non-default
contractual rate of 4% per annum from the Effective Date.


RICCO INC: Ch.11 Trustee Okayed to Sell Real Estate and Interests
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia authorized Robert L. Johns, Chapter 11 trustee of the
bankruptcy estate of Ricco, Inc., to sell:

   -- real estate consisting of the Ricco Maryland property
      for $290,000 plus 5 percent buyer's premium of $14,500; and

   -- both the Debtor's interests of 86 percent and the interest
      of the non-debtor partners of Lupa Tana Partners for
      $830,000 plus 5 percent buyer's premium of $41,500.

As reported in the Troubled Company Reporter on Oct. 23, 2013,
the Court authorized the trustee to hire Joe R. Pyle Auction &
Realty Company as auctioneer to assist the trustee in the sale of
the Debtor's real property.

As reported in the TCR on Sept. 19, 2013, the real estate to be
sold consists of various parcels of surface and minerals, totaling
approximately 1,590.71 acres of surface only or surface and
minerals and 3,250.3709 acres of minerals only, located in Garrett
County, Maryland and Mineral and Grant Counties, West Virginia.

                          About Ricco Inc.

Elk Garden, West Virginia-based Ricco, Inc. -- aka Amico Partners,
Ambizioso Partners, Lupo Tana Partners, and Tre Manichinos
Partners -- filed for Chapter 11 bankruptcy protection on Jan. 7,
2010 (Bankr. N.D. W.V. Case No. 10-00023).  In its schedules, the
Debtor disclosed $15,162,600 in assets and $4,093,674 in
liabilities as of the Petition Date.

Wendel B. Turner, Esq., and Robert L. Johns, Esq., at Turner &
Johns, PLLC, in Charleston, West Va., represent Robert L. Johns,
Chapter 11 Trustee as counsel.

David M. Thomas, Esq., and Michael R. Proctor, Esq., at Dinsmore
and Shohl LLP, in Morgantown, W. Va., represent the Official
Committee of Unsecured Creditors as counsel.


RP CROWN: Moody's Lowers Corp. Family Rating to 'B3'
----------------------------------------------------
Moody's Investors Service downgraded RP Crown Parent, LLC's
ratings, including its corporate family rating to B3 from B2,
probability of default rating to B3-PD from B2-PD, and the ratings
for its first and second lien credit facilities by one notch to B2
and Caa2, respectively. The outlook for ratings is stable. RP
Crown is the parent company of JDA Software Group, Inc. (JDA) and
RedPrairie Corporation (RedPrairie), and was formed in connection
with the merger of JDA and RedPrairie in December 2012.

Ratings Rationale:

Moody's downgraded RP Crown's ratings due to the company's
significantly weaker than expected operating cash flow resulting
from weak license sales and revenues from consulting services that
stem from new license agreements. The company's cash burn since
closing the merger has eroded its liquidity which Moody's now
characterizes as only adequate. RP Crown's license sales declined
significantly year-over-year (pro forma for the acquisition of JDA
by RedPrairie) as a result of sales execution challenges during
integration, weak demand for new software licenses and a highly
competitive market. Although the company has mitigated the impact
of revenue decline by raising the targeted cost synergies from the
merger to $140 million from $90 million, Moody's expects RP
Crown's total debt to EBITDA to remain near 8x by the end of 2014
(Moody's adjusted), meaningfully above the 6.5x level that the
ratings agency previously anticipated. The downgrade also
incorporates Moody's expectation that RP Crown will produce only
modest free cash flow in 2014, materially lower than the 4% to 5%
free cash flow relative to total debt that the ratings agency
anticipated in November 2012. The revised metrics incorporate the
expectation of modest growth in license revenues, notably from a
lower base, over the next 12 to 24 months.

The B3 corporate family rating additionally reflects RP Crown's
execution risk in generating revenue growth and realizing the
remaining synergies while integrating the two companies. RP
Crown's execution challenges are heightened due to its high
leverage and only adequate levels of liquidity.

The B3 corporate family rating is supported by RP Crown's enhanced
scale and stronger competitive position as a result of the
combination of JDA with RedPrairie. RP Crown is now the third
largest vendor in the supply chain management software market with
a broad suite of supply chain planning and execution offerings.
The rating is further supported by RP Crown's high levels of
recurring maintenance revenues (41% of YTD total revenues) for
which the company continues to maintain very high retention rates
(96% YTD 3Q 2013). RP Crown also reported strong sequential growth
in 3Q 2013 in new bookings for its cloud services, which should
convert to recurring revenues in the near term.

RP Crown is in the process of amending its first lien credit
facility to reduce pricing and revise maintenance covenant levels
which should improve the company's financial flexibility.

The stable ratings outlook is based on Moody's expectations that
RP Crown should maintain adequate liquidity and produce modestly
positive free cash flow in the next 12 months. Moody's also
expects RP Crown's total debt to EBITDA to gradually decline from
EBITDA growth and mandatory debt repayments.

Moody's could upgrade RP Crown's ratings if the company generates
revenue growth in the low single digit percentages, free cash flow
to debt increases to about 5% of total debt and Moody's believes
that the company will pursue balanced financial policies such that
total debt to EBITDA (Moody's adjusted) will be sustained at less
than 6.5x.

Conversely, Moody's could downgrade RP Crown's ratings if
liquidity weakens or revenues and EBITDA continue to trend
downward. The ratings could be lowered if RP Crown's free cash
flow is expected to remain negative and total debt to EBITDA
remains above 8x.

Moody's has downgraded the following ratings:

Issuer: RP Crown Parent, LLC

Corporate Family Rating -- B3, from B2

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

$100 million Senior Secured First Lien Revolving Credit Facility
due 2017 -- B2, LGD3 34%, from B1, LGD3 34%

$1,439 million (outstanding) Senior Secured First Lien Term Loan
due 2018 -- B2, LGD3 34%, from B1, LGD3 34%

$650 million Senior Secured Second Lien Term Loan due 2019 --
Caa2, LGD5 87%, from Caa1, LGD5 87%

Rating Outlook: Stable

RP Crown is an indirect subsidiary of RedPrairie Holding, Inc.
Private equity firm New Mountain Capital owns a majority interest
in RedPrairie Holdings, Inc.


SAN BERNARDINO, CA: CalPERS Allowed to Appeal in Ch. 9 Case
-----------------------------------------------------------
Law360 reported that a California federal judge on Dec. 13 let the
state's pension system appeal directly to the Ninth Circuit over
the city of San Bernardino's being allowed to move forward with
its bankruptcy case, ruling the appeals court could help settle
questions of law related to the case.

According to the report, there is no binding precedent on certain
questions raised by the California Public Employees' Retirement
System, or CalPERS, related to whether San Bernardino's Chapter 9
filing was made in accordance with bankruptcy law, making it
appropriate for the circuit court to rule on the appeal.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SAVIENT PHARMACEUTICALS: Court Approves Sale to Crealta
-------------------------------------------------------
Savient Pharmaceuticals, Inc. on Dec. 13 disclosed that it has
received approval from the U.S. Bankruptcy Court for the District
of Delaware to sell substantially all of the assets of Savient,
including all KRYSTEXXA(R) assets, to Crealta Pharmaceuticals LLC.

The price more than doubled at auction.  The $120.4 million offer
from Crealta is more than twice the stalking horse bid.  When it
sought bankruptcy protection, Savient had a deal to sell the
assets to a US WorldMeds LLC subsidiary for $55 million, absent
higher and better offers.

The 11 U.S.C. Section 363 process produced a "remarkable success,"
Savient attorney David Turetsky said at a sale hearing in
Wilmington, a Law360 report related.

According to the Bloomberg report, sale approval was facilitated
by a settlement between senior secured noteholders and the
unsecured creditors' committee giving unsecured creditors a
minimum of $1.78 million, with the possibility of $750,000 more.

Savient and Crealta have entered into an acquisition agreement
through which Crealta would acquire substantially all of the
assets of Savient for gross proceeds of approximately $120.4
million.  The agreement was reached following an auction conducted
pursuant to bidding procedures approved by the Court.  According
to the terms of the acquisition agreement, Crealta will purchase
Savient's pharmaceutical portfolio, which is highlighted by the
chronic refractory gout drug KRYSTEXXA(R). Crealta was established
in August 2013 in partnership with GTCR, one of the nation's
leading private equity firms.

Having received approval from the Court, the transaction remains
subject to certain closing conditions and the termination of the
waiting period under Hart-Scott-Rodino.  Additional information,
court filings and other documents related to this process, is
available through Savient's claims agent, the Garden City Group,
at www.gcginc.com/cases/svnt or 866-297-1238.

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

                 About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SENSUS USA: Moody's Rates $50 Million Add-on Loan 'B3'
------------------------------------------------------
Moody's affirmed Sensus USA Inc.'s B3 corporate family and B3-PD
probability of default ratings, assigned a B2 rating to proposed
$50 million add-on first lien term loan, and revised the rating
outlook to negative. The agency also lowered the ratings on the
outstanding first lien term loan and revolving credit facility to
B2 from B1, and affirmed the Caa2 rating on the second lien term
loan. The outlook revision reflects Moody's uncertainty of the
company's intermediate term revenue growth and the sufficiency of
profitability improvements relative to its debt. The lower first
lien debt rating reflects its increased weighting in the capital
structure. Proceeds of the add-on are expected to be used to
reduce borrowing under the revolving credit facility.

Affirmations:

Issuer: Sensus USA Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Secured Bank Credit Facility May 9, 2018, Affirmed Caa2
(LGD5, 81%)

Downgrades:

Issuer: Sensus Metering Systems (Luxco 2) S.a.r.l.

Senior Secured Bank Credit Facility, Downgraded to B2 (LGD3, 34%)
from B1 (LGD3, 33%)

Issuer: Sensus USA Inc.

Senior Secured Bank Credit Facility May 9, 2017, Downgraded to B2
(LGD3, 34%) from B1 (LGD3, 33%)

Senior Secured Bank Credit Facility May 9, 2016, Downgraded to B2
(LGD3, 34%) from B1 (LGD3, 33%)

Outlook Actions:

Issuer: Sensus Metering Systems (Luxco 2) S.a.r.l.

Outlook, Changed To Negative From Stable

Issuer: Sensus USA Inc.

Outlook, Changed To Negative From Stable

Ratings Rationale:

The company's B3 rating, which is based on the financials of the
guarantor, Sensus (Bermuda 2) Ltd., is constrained by low margins
(under 10% EBITDA) and interest coverage, high leverage, elevated
revenue volatility, and high product concentration. Despite
implementation of restructuring initiatives in North America in
the past twelve months, and, more recently, in Europe, absolute
levels of debt relative to the company's EBITDA result in about
8.0x Moody's adjusted leverage for the twelve months ending
September 30, 2013 while EBITDA-Capex to interest was 1.2x. Though
revenue for the fiscal year ending March 31, 2015 is expected to
improve meaningfully to reflect the first full year of the
recently awarded United Kingdom contract, Moody's notes the
contract's contribution declines meaningfully in 2016 and in the
years following. Moody's expects free cash flow to remain modestly
positive through 2015 and beyond. The weak financial profile is
somewhat offset by the company's meaningful scale (about $800
million revenue) and geographic diversification. The company
maintains a strong market position in the North American advanced
water meter and wired and wireless communication markets. The
relatively lower penetration of smart water meters relative to
electric as well as, to a lesser degree, gas meters, in the US,
Europe, and in developing countries provides growth opportunities.
Still, Moody's notes the revenue timing of the these programs is
uncertain, leading to elevated revenue volatility.

The downgrade of the first lien debt to B2 from B1 concurrent to
the proposed $50 million add-on reflects Moody's lower expected
recovery for lenders in the event of a default. Based on its
standard practices, Moody's expects most of the revolver would be
drawn prior to default, leading to a higher level of claims than
was previous modeled, driving the lower rating.

Revising the rating to stable would require the company to
increase revenue and margins leading to run-rate adjusted leverage
improving close to 6.0x, sustained free cash flow to adjusted debt
in the mid single digits percent, and improvement of EBITDA
margins to over 10%. An expectation for negative free cash flow
and leverage sustained over 7.0x would likely drive lower ratings.
A rating upgrade over the next 12 months is unlikely.

Moody's views the liquidity as adequate to reflect the expectation
for modestly positive cash flow, about $50 million unrestricted
cash on hand and near full revolver availability (pro-forma for
the add-on term loan), and some room under the company's
covenants. Alternative sources of cash are limited as the US and
European assets are pledged to the bank lenders.

Headquartered in Raleigh, North Carolina, Sensus USA Inc.
("Sensus") is a leading provider of advanced communication systems
and solutions to electric, gas and water utilities globally and
holds a large share within water meters. Revenue for the twelve
months ended September 30, 2013 was approximately $780 million, of
which about 70% was generated in North America and the remainder
in Europe, Asia, Africa, and South America. Moody's estimates
water meter and smart-grid offerings comprise 80% of total
revenues while gas meters, die casting and clamps and couplings
contribute the balance. Sensus' financial sponsors, The Resolute
Fund L.P. and The Goldman Sachs Group, Inc. own 66% and 34% of the
company respectively.


SENSUS USA: S&P Retains 'B-' Rating on 1st Lien Loan Due 2017
-------------------------------------------------------------
Standard & Poor's Rating Services said that its 'B-' issue-level
rating and '3' recovery rating on Raleigh, NC-based Sensus U.S.A.
Inc.'s first-lien term loan due 2017 remain unchanged after the
company announced that it will seek to add $50 million to its
existing $425 million first-lien term loan due 2017, bringing the
total issue amount to $475 million.  The '3' recovery rating
reflects S&P's expectation for meaningful recovery prospects
(50%-70%) in the event of a payment default.

The 'CCC' issue-level and '6' recovery rating on the company's
existing $150 million second-lien term loan due 2018 remain
unchanged.  The '6' recovery rating indicates S&P's expectation of
negligible (0%-10%) recovery in a payment default scenario.  The
company expects to use the proceeds for general corporate
purposes.

The 'B-' corporate credit rating and negative rating outlook on
Sensus remain unchanged.  S&P views Sensus' credit metrics as weak
due to its weak operating performance and the potential for
limited headroom on its financial covenants, which could pressure
liquidity in coming quarters.  Although the credit metrics could
stabilize, the ratio trajectory will partly depend on new contract
awards and cost execution.  S&P's "weak" business risk assessment
incorporates the company's narrow scope of operations, which is
limited to its participation in the highly competitive metering
systems industry, and its exposure to the utilities industries
discretionary spending.

Sensus manufacturers electric, gas and water utility meters and
offers related communications, networking, and software solutions.

RATING LIST

Corporate Credit Rating                       B-/Negative/--
$475 mil. first-lien term loan due 2017*      B-
  Recovery Rating                              3
$150 mil. second-lien term loan due 2018      CCC
  Recovery Rating                              6

*Includes $50 million add-on.


SIERRA MADRE, CA: Moody's Cuts 1998 Revenue Bonds Rating to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from A3 the City
of Sierra Madre (CA) water enterprise's 1998 Revenue Bonds, of
which there is currently about $3 million outstanding. The
enterprise has an additional $8.1 million in outstanding debt not
rated by Moody's but considered in Moody's analysis, including
$6.75 million Series 2003 parity bonds. The 1998 bonds are secured
by a senior lien on the net revenues of the water enterprise.
Concurrently, Moody's has placed the rating under review for
possible further downgrade, pending the outcome of Proposition 218
rate increase process scheduled for late January 2014.

Summary Ratings Rationale:

The downgrade primarily reflects significantly weakened operating
results leading to continued rate covenant violation and rapidly
declining reserves. The rating also incorporates a weak track
record of implementing rate increases, the enterprise's moderately
sized customer base with an above average socioeconomic profile,
as well as aging infrastructure that requires significant
improvements.

Strengths:

-- Customer base with above average socioeconomic profile

-- Fundamental enterprise with historically strong reserve levels

-- Debt service reserve fully funded with cash

Challenges:

-- History of rate covenant violations

-- Weakened financial position with diminished reserves

-- Aging infrastructure requiring significant reinvestment

-- Historically lackluster political will to implement
    rate increases sufficient to maintain healthy operations

-- Expected rise in operating expenses tied to increased water
    purchases

What Could Move the Rating Up:

-- Sustained and material improvement of debt service coverage
    leading to compliance with rate covenants

-- Significant improvement in reserves

-- Long-term stable customer growth

What Could Move the Rating Down:

-- Failure to implement Proposition 218 rate increases

-- Further declines in debt service coverage

-- Loss of customers and revenue sources

-- Further violations of bond covenants


SIMMONS FOODS: Moody's Rates $50MM 2nd Lien Tack-on Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service, Inc. affirmed the ratings of Simmons
Foods, Inc. including the Corporate Family Rating at B3 and
assigned Caa1 to $50 million of second lien tack-on notes being
offered. The rating outlook was revised to positive from stable.

Rating Rationale:

Simmons' B3 Corporate Family Rating reflects the company's high
sales concentration (over 50%) in the volatile poultry processing
industry and high financial leverage. The rating also reflects
Simmons' limited free cash flow, high earnings volatility and
recent challenges in its private label wet pet food operations.
The rating is supported by Simmons' gradually declining leverage -
currently about 5 times debt/EBITDA - and its improving liquidity
profile, which is reflected in the positive rating outlook.


The positive outlook also reflects the positive earnings momentum
in the chicken processing industry due to low feed costs that
Moody's expects will accelerate Simmons' earnings growth in the
coming quarters.

Simmons Foods, Inc.

Ratings assigned:

Proposed $50 million 10.500% second lien notes due 2017 at Caa1,
69% LGD-4.

Ratings affirmed:

Corporate Family Rating at B3;

Probability of Default Rating at B3-PD;

$265 million 10.500% second lien notes due 2017 at Caa1 (to 69%,
LGD-4 from 76%, LGD-5).

The outlook is revised to positive from stable.

The proposed $50 million note offering will be a tack-on to
existing $265 million 10.50% second lien senior secured notes due
2017. Net proceeds from the issuance will be used to pay down a
portion of currently outstanding indebtedness under the company's
existing senior secured credit facility (not rated by Moody's).
Shortly after the notes are issued, Simmons plans to enter into a
new asset-based revolving credit facility (ABF), up to $200
million in size, that will replace the remainder of its existing
bank facilities, including a $125 million senior secured revolving
credit line.

The anticipated financings will significantly improved Simmons'
liquidity profile. Financial covenants under the new ABF will be
far less restrictive than those contained in the existing
agreements and Moody's expects proforma unused credit availability
(as of September 2013) to increase to approximately $100 million
from about $60 million (assuming a $20 million cash flow sweep
required only under the existing agreements).

Simmons' current debt capital structure consists of a $125 million
first-lien secured bank revolving credit line ($82 million was
available at the end of the third-quarter 2013) a $78 million
first-lien secured bank term loan, and $265 million of 10.5%
second lien senior secured notes due November 1, 2017.

Simmons' ratings could be upgraded if the company successfully
completes the contemplated refinancing transactions and sustains
its improved operating performance into 2014. Conversely, the
rating could be lowered if overall operating performance
deteriorates, free cash flow turns negative, or liquidity erodes.

Simmons Foods, Inc. and its affiliates, headquartered in Siloam
Springs, Arkansas, is a vertically integrated poultry processor,
and the largest private label manufacturer of canned pet food in
the United States. The company operates in three primary business
groups: (i) Poultry; (ii) Pet Food; and (iii) Protein, which
includes Simmons' rendering operations. The company is principally
owned and controlled by members of the Simmons family. Net sales
reported for the twelve month period ended September 28, 2013
totaled approximately $1.3 billion.


SMART & FINAL: Moody's Affirms B3 Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of SF CC Intermediate
Holdings Inc. Moody's also affirmed the B3 rating of the company's
first lien term loan, expected to be upsized by $140 million. In
addition, Moody's affirmed the Ba2 rating of the company's $150
million ABL revolving credit facility and the B3 rating of the
company's existing $575 million first lien term loan. The rating
outlook is stable. Proceeds from the proposed incremental first
lien term loan will be used to refinance the company's existing
second lien term loan.

All ratings including the corporate family rating and the
probability of default rating will be transferred to Smart & Final
Stores LLC (Smart & Final) after closing of the proposed
transaction as Smart & Final has assumed the credit facilities
that were originally at SF CC at the time of the acquisition by
Ares Management.

"Although Smart & Final's operating performance continues to
demonstrate its ability to compete effectively and maintain
margins in a tough economic and competitive business environment,
the company's credit metrics remain weak," Moody's Senior Analyst
Mickey Chadha stated. "While the rating of the first lien term
loan is affirmed at B3, the expected LGD rate for the term loan in
a default scenario has significantly increased reflecting the
elimination of the cushion afforded by second lien term loan in
the capital structure", Chadha further stated.

Ratings Rationale:

The B3 Corporate Family Rating reflects the company's weak credit
metrics, regional concentration, and challenging geographic and
demographic markets. The ratings also recognize the company's
adequate liquidity, consistent positive same store sales growth,
the potential benefits of the company's diversification efforts
and new management initiatives.

The following ratings are affirmed and LGD point estimates
updated:

SF CC Intermediate Holdings, Inc.:

Corporate Family Rating at B3;

Probability of Default rating at B3-PD;

$150 million guaranteed ABL revolving credit facility expiring
2017 at Ba2 (LGD2, 17%);

$715 million (upsized from $575 million) guaranteed first lien
term loan maturing 2019 at B3 (LGD4, 56%) from (LGD3, 46%);

The following ratings are affirmed and will be withdrawn at the
closing of the proposed transaction:

$140 million guaranteed second lien term loan maturing 2020 at
Caa2 (LGD5, 82%).

The stable outlook incorporates Moody's expectation that over the
next 12-18 months credit metrics will moderately improve, driven
by the improving economy along with management initiatives focused
on price optimization, cost savings and product offerings.

The B3 CFR could be subject to upward momentum if the company
demonstrates sustained and material improvements in liquidity,
profitability and operating margins. Quantitatively, an upgrade
could be achieved if debt to EBITDA approaches 5.5 times and EBITA
to interest is sustained in excess of 1.5 times.

The B3 CFR could be pressured if there is a material deterioration
in liquidity or if operating performance deteriorates as evidenced
by sustained decline in same store sales growth and profitability.
Ratings could also be downgraded if the company's EBITA to
interest approaches 1.1 times or if debt to EBITDA is sustained
above 6.5 times for an extended period of time.

Smart & Final Stores LLC is headquartered in Commerce, California,
and operates 253 non-membership warehouse club stores serving
retail and commercial customers in six western states and northern
Mexico under the Smart & Final and Cash & Carry banners.


SPRINGFIELD INSURANCE: A.M. Best Cuts Fin. Strength Rating to 'B'
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B (Fair) from B+ (Good) and issuer credit rating (ICR) to "bb+"
from "bbb-" of Springfield Insurance Company (Springfield)
(Covina, CA).  The outlook for the FSR is stable, while the
outlook for the ICR has been revised to negative from stable.

The rating actions are based on Springfield's declining risk-
adjusted capitalization during 2012 and through the first nine
months of 2013.  The deterioration in the company's risk-adjusted
capitalization was primarily driven by adverse loss reserve
development on the more recent accident years, which drove
underwriting losses and increased underwriting and loss reserve
leverage.  In addition, Springfield has a large premium dependence
on California workers' compensation, where pricing and regulatory
reform volatility can cause adverse results.

Offsetting these negative rating factors are management's
expertise and knowledge of the grocery marketplace, Springfield's
conservative underwriting strategy and the initiatives management
has taken to improve both rate and loss reserve adequacy.  The
negative outlook on the ICR reflects A.M. Best's view that
Springfield faces execution risk in returning to a profitable
footing, without which capital could continue to erode through
losses.  Should the ICR be downgraded to "bb", the FSR would
remain at B (Fair).  As a result, the current outlook for the FSR
is stable.

Further negative rating actions could occur if Springfield
continues to experience weakened combined and operating ratios,
further material adverse development or capital adequacy declines
materially as measured by Best's Capital Adequacy Ratio (BCAR).


SOJOURNER INVESTMENT: Says Involuntary Bankruptcy Not Necessary
---------------------------------------------------------------
Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., on behalf
of Sojourner Investment Group, LLC, asks the U.S. Bankruptcy Court
for the District of Arizona to dismiss the involuntary Chapter 11
case against the Debtor.

According to Mr. NewDelman, the Debtors and the filing creditors
had come to an agreed understanding and the bankruptcy is no
longer needed.

An involuntary Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00867) was filed on Jan. 22, 2013, against Sojourner Investment
Group, LLC, based in Tempe, Arizona.  The petitioners were Don
Davis, allegedly owed $14,000; Shannah Guenthner, allegedly owed
$5,000; and Timthy Sierakowski, allegedly owed $2,000.  Sojourner
Investment Group filed a voluntary Chapter 11 petition on June 6,
2013.


STACY'S INC: Bank of the West Balks at Cash Collateral Access
-------------------------------------------------------------
Bank of the West objected to Stacy's, Inc.'s motion to use cash
collateral.

According to Bank of the West, in connection with the negotiation
of a consent sale order regarding the sale of substantially all of
the Debtor's assets, BOTW agreed to a carve out of $1,400,000 from
the sale proceeds, with $950,000 to be reserved for the payment of
allowed administrative expense claims and $450,000 to be reserved
for payment of allowed general unsecured claims.

In this relation, to grant the relief requested in the Debtor's
motion would result in a substantial loss to BOTW that is not
permissible.  Accordingly, the Court must require that all
administrative expenses in excess of the Sept. 5, 2013 budget be
paid from the Admin Carve-Out, and that the remaining balance of
the cash collateral operating account and the $600,000 "cushion"
held in the trust account of the Debtor's counsel be paid to BOTW
immediately.

AS reported in the Troubled Company Reporter on Nov. 22, 2013, the
Debtor proposed to use the existing operating funds for payment of
operating expenses which were necessary for the continuation of
the Debtor's businesses, in anticipation and consummation of a
sale pursuant to 11 U.S.C. Sec. 363 and completion of the Debtor's
Chapter 11 case.

Bank of the West was the Debtor's primary prepetition secured
creditor, owed in the amount of $22.6 million with a lien on
Stacy's assets.

The bankruptcy judge previously entered interim orders authorizing
the use of cash collateral.

The Debtor sought approval of a sale of substantially all of its
assets to MG Acquisition, Inc.  Pursuant to a consent sale order,
BOTW was to pay $1.30 million of the sale proceeds to the Debtor
which constituted a carve-out for administrative claims of
$950,000 and a carve-out for general unsecured claims of $450,000.
In addition, BOTW agreed to pay the fee of SSG Advisors, Inc., the
postpetition trade payables, the Debtor's closing expenses, the
deed recording fees, and the prorated property taxes for 2013 from
the sales proceeds.

The consent sale order only addresses the sales proceeds and does
not address the cash collateral in any way.

On Aug. 30, 2013, the Debtor had $6.48 million in its operating
account from the Debtor's operations, which is about $3.3 million
more than the Debtor initially projected.  On or around Aug. 30,
2013, BOTW received $18.3 million from the sales proceeds and from
the Debtor's operating account.

Subsequent to the closing of the sale, the Debtor and MG reached
an agreement on the working capital adjustment, which resulted in
payment of an additional payment to BOTW of $585,006.

BOTW has received $18.9 million from the Debtor as a result of the
Debtor's ongoing operations and the sales process.

Subsequent to the closing of the sale to MG on Aug. 30, 2013, the
parties agreed that the Debtor should maintain $1 million in its
operating account to pay post closing payables and certain ongoing
expenses.

As of Nov. 11, 2013, the Debtor has $550,000 remaining in its
operating account that may be subject to BOTW's liens and/or post
petition replacement liens, to the extent that these liens exist.
The Debtor continues to receive refunds from creditors that
received advance payments for post petition goods or services that
exceeded the actual goods or services provided.  These funds
increase the amount in the Debtor's operating account.

The Debtor has certain ongoing post closing expenses that must be
paid from the Debtor's operating expenses, which are a result of
the Debtor's ongoing operations and the winding down of those
operations.

The Debtor has estimated post closing expenses in an amount not to
exceed $145,000, plus the unknown income tax liability.

The Debtor's ongoing post closing expenses are:

   a. Income Tax Liability from the Debtor's Ongoing Operations
for 2013.  The Debtor roughly estimates that this liability will
be around $600,000, but the Debtor's actual tax liability will not
be known until the end of the year, when the returns are
finalized.

   b. Timothy Brindley and Elizabeth Bradford.  Post closing of
the sale, the Debtor's former employees became employees of MG
and/or one of MG's affiliated entities.  However, the Debtor has
needed to maintain the services, on a part time basis, of Timothy
Brindley and Elizabeth Bradford.  Mr. Brindley and Ms. Bradford
should be compensated for their continuing services to the Debtor,
and the Debtor does not expect this compensation to exceed
$50,000.

   c. SSG Monthly Fees.  In addition to SSG's sale fee of
$350,000, SSG is entitled to two monthly fees of $25,000 each, for
a total of $50,000.

   d. Ongoing United States Trustee Fees.  As this case continues,
the Debtor continues to incur quarterly United States Trustee
fees, which should be paid from its operating account.  The Debtor
only anticipates two more Quarterly UST Fess, at most, and does
not expect those fees to exceed $30,000 total.

    e. Portion of the Debtor's Worker's Compensation Insurance
Premium for the Prior Year.  Prior to the Post Closing period, the
Debtor maintained a worker's compensation insurance policy. The
Debtor anticipates that there will be an amount due to the carrier
but does not expect the amount to exceed $15,000.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.


STANDARD PACIFIC: Fitch Raises Issuer Default Rating to 'B+'
------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) of
Standard Pacific Corp. (NYSE: SPF) to 'B+' from 'B'. The Rating
Outlook is Stable.

Key Rating Drivers:

The upgrade reflects SPF's operating performance year-to-date
(YTD), improving credit metrics, the above average performance
relative to its peers in certain financial, credit and operational
categories and strong liquidity position.

The rating for SPF is also influenced by the company's execution
of its business model, land policies, and geographic, price point
and product line diversity. Risk factors include the cyclical
nature of the homebuilding industry and the company's somewhat
aggressive land strategy.

The Stable Outlook takes into account Fitch's expectation of a
continued moderate recovery for the housing sector for the
remainder of 2013 and in 2014.

Improving Financial Results and Credit Metrics:

SPF's homebuilding revenues for the first nine months of 2013
increased 60% to $1.31 billion as home deliveries grew 40.6% to
3,259 homes and the average selling price advanced 14% to
$399,000. More importantly, the company reported homebuilding pre-
tax income of $147.7 million (11.3% of homebuilding revenues)
during the Sept. 30, 2013 YTD period compared with $38.6 million
(4.7% of revenues) during the same period last year. Fitch expects
SPF's 4Q'13 home deliveries and average sales price will grow at a
somewhat similar pace as the YTD period and homebuilding pre-tax
income will be roughly 11%-12% of homebuilding revenues for all of
2013.

Fitch-calculated leverage at the end of the 3Q'13 was 5.8x
compared with 8.2x at the end of 2012. EBITDA to interest coverage
was 2.3x for the LTM period ending September 30, 2013 compared
with 1.4x in 2012. Fitch expects further improvement in credit
metrics, with leverage falling below 5x and interest coverage
approaching 3x by the end of 2014.

The Industry:

Housing metrics have all showed improvement so far in 2013. For
the first eight months of the year, single-family housing starts
increased 19.3%. Existing home sales gained 11.2% for the first
ten months of 2013 while new home sales grew 15.8%.

Fitch's housing estimates for 2013 are as follows: Single-family
starts are forecast to grow 15% to 615,000, while multifamily
starts expand about 20% to 295,000; single-family new-home sales
should increase approximately 15.3% to 423,000 and existing home
sales advance 8.5% to 5.05 million.

Housing metrics should increase in 2014 due to faster economic
growth, and some acceleration of job growth (as unemployment rates
decrease to 6.9% for 2014 from an average of 7.5% in 2013),
despite somewhat higher interest rates, as well as more measured
home price inflation. Single-family starts are projected to
improve 20.0% to 738,000 as multifamily volume grows about 9% to
322,000. Thus, total starts next year should top 1 million. New
home sales are forecast to advance about 20% to 508,000, while
existing home volume increases 2.0% to 5.16 million. Average and
median new home prices should rise about 3.5% in 2014.

As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.

Higher Interest Rates:

The most recent Freddie Mac average mortgage rate was 4.42%, down
4 bps sequentially from the previous week and about 97 bps higher
than the average rate during the month of April 2013, a recent low
point for mortgage rates. While the current rates are still well
below historical averages, the sharp increase in rates and rising
home prices are moderating affordability. In the case of SPF,
whose average home price is roughly $420,000, assuming a 20% down
payment, a 100 bps rise in mortgage rates will increase principal
and interest payment by about $205 each month or a 12.1% impact.

There has been some short-term volatility in certain housing
metrics following the increase in interest rates (and higher home
prices) during the past seven months. Existing home sales (on a
seasonally adjusted basis) fell 3.2% on a month-over-month basis
in October following a 1.8% decline in September. New home sales
in October grew 25.4% on a seasonally-adjusted basis to 444,000,
compared with 354,000 during the previous month. This follows a
6.6% month-over-month decline in September, a 1.6% improvement in
August and a 17.1% decrease in the month of July.

In the case of SPF, new home orders improved 32.6% during the
nine-month period but only advanced 12.2% year-over-year (yoy)
during the 3Q'13. Management also indicated that net order
activity during the month of October fell 15% compared to last
year. Cancellation rates also increased to 20% during the 3Q'13
from 14% during the 3Q'12. However, the higher rate during the
quarter is still relatively in line with the historical average
cancellation rates for the company and the industry.

While there has been some short-term weakness in order trends due
to the sharp increase in interest rates, higher home prices and,
perhaps, the government shutdown and debt limit concerns, Fitch
currently does not expect this trend will persist into the 2014
spring selling season. However, a continued sharp increase in
rates could further slow the housing recovery.

Liquidity:

The company ended the September 2013 quarter with $346 million of
unrestricted cash on the balance sheet and $350 million of
availability under its $350 million unsecured revolving credit
facility. In October 2013, the company increased the revolver
commitment from $350 million to $470 million. Fitch expects SPF in
the intermediate term will maintain liquidity of at least $350
million - $400 million from a combination of cash and revolver
availability. The company's debt maturities are well-laddered,
with no major debt maturities until 2016, when $268 million of
senior notes become due.

Land Strategy:

SPF is focused on growing its operations by investing in new
communities, particularly in land-constrained markets. Following
the significant reduction of its land supply during the 2006 -2009
periods, SPF began to increase its land holdings during the past
four years. Total lots controlled increased 18.2% yoy and 1.4%
compared with the previous quarter. As of Sept. 30, 2013, the
company controlled 35,643 lots, of which 76% were owned and the
remaining lots controlled through options and JV partnerships.
Based on LTM closings, SPF controlled 8.4 years of land and owned
roughly 6.4 years of land.

The company spent $560 million on land and development ($377
million for land and $183 million for development) during the
first nine months of 2013 compared with $443 million expended
during the same period in 2012. SPF expects total land and
development spending will be between $700 million - $850 million
during 2013 (including $225-275 million for development). This
compares with $711 million spent during 2012 ($543 million for
land and $168 million for development), $437 million during 2011,
$336 million in 2010 and $158 million during 2009.

Fitch is comfortable with this strategy given the company's strong
liquidity position, well-laddered debt maturity schedule and
management's demonstrated ability to manage its spending. Fitch
expects management will pull back on spending if the recovery in
housing stalls or dissipates.

Rating Sensitivities:

Future ratings and Outlooks will be influenced by broad housing-
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's liquidity position.

Positive rating actions may be considered if the recovery in
housing is maintained and is meaningfully better than Fitch's
current outlook, SPF shows continuous and sustained improvement in
credit metrics (particularly debt-to-EBITDA approaching 4x and
interest coverage exceeding 4x), and preserves a healthy liquidity
position.

A negative rating action could be triggered if the industry
recovery dissipates; SPF's 2014 revenues drop high-teens while the
EBITDA margins decline below 15%; leverage exceeds 8x and SPF's
liquidity position falls sharply, perhaps below $200 million.

Fitch has upgraded the following ratings for SPF:

-- Long-term IDR to 'B+' from 'B';
-- Senior unsecured notes to 'B+/RR4' from 'B/RR4';
-- Unsecured revolving credit facility to 'B+/RR4' from 'B/RR4'.

The Rating Outlook is Stable.

The 'RR4' Recovery Rating (RR) on the company's unsecured debt
indicates average recovery prospects for holders of these debt
issues. Standard Pacific's exposure to claims made pursuant to
performance bonds and joint venture debt and the possibility that
part of these contingent liabilities would have a claim against
the company's assets were considered in determining the recovery
for the unsecured debt holders. Fitch applied a going concern
valuation analysis for these RRs.


STANS ENERGY: To Remedy Financial Filing Default by January
-----------------------------------------------------------
Stans Energy Corp. on Dec. 13 disclosed that it has not filed its
unaudited interim condensed consolidated financial statements and
management discussion and analysis for the three and nine months
period ended September 30, 2013, which were to be filed on
November 29, 2013.  As of December 9, 2013 a Management Cease
Trade Order has been granted by the Ontario Securities Commission.

The MCTO restricts all trading in securities of the Company,
whether direct or indirect, by the Chief Executive Officer and the
Chief Financial Officer of the Company until such time as the Q3
Filings have been filed by the Company.  The MCTO does not affect
the ability of shareholders who are not insiders of the
Corporation to trade their securities.  However, the applicable
Canadian securities regulatory authorities could in future
determine, in their discretion, that it would be appropriate to
issue a general cease trade order against the Company affecting
all of the securities of the Company.  A copy of the MCTO will be
posted to the Company's website.

Until the MCTO is lifted, Stans will comply with the alternative
information guidelines set out in National Policy 12-203 - Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require the Company to
issue bi-weekly default status reports by way of a news release.

Rodney Irwin, Interim CEO and President, reports that a technical
team has been appointed in Kyrgyzstan to continue working on
impairment considerations of both exploration and evaluation costs
on mineral properties in the country and on the Company's Kashka
Rare Earth Processing Facility.  Furthermore a review of records
has commenced to determine the date from which impairment of
assets ought to have been reflected in the Company's financial
statements.

On December 13, 2013 a hearing was held in the arbitration
proceedings brought by the Company against the Government of
Kyrgyzstan.  An adjournment was issued to provide more preparation
time for the Government of Kyrgyzstan to present their defense.
An update on the timetable for the next hearing will be provided
in the once the date becomes available.  Stans Management
continues to expect final resolution of the arbitration
proceedings by the end of Q1 2014.

The Company anticipates that it will be in a position to remedy
the default by filing the Required Filings by January 28, 2014.
The MCTO will be in effect until after the Required Filings are
filed.

There are no insolvency proceedings to which the Company is
subject.

There is no material information concerning the affairs of the
Company which has not been generally disclosed.

                        About Stans Energy

Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union.  In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic.  On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides.  For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.


SYNTAX-BRILLIAN: Trust Urges Court To Revive Preferred Bank Suit
----------------------------------------------------------------
Law360 reported that an attorney for the liquidation trust of
television manufacturer Syntax-Brillian Corp. urged the Third
Circuit to revive a complaint aimed at holding Preferred Bank
liable for providing financing for a multimillion-dollar fraud
scheme allegedly concocted by a group of the company's officers.

According to the report, Michael Yoder, an attorney with Diamond
McCarthy LLP representing SB Liquidation Trust, told a three-judge
panel that a Delaware bankruptcy judge erroneously dismissed
fraudulent transfer claims against Preferred Bank for lack of
evidence.

                       About Syntax-Brillian

Based in Tempe, Arizona, Syntax-Brillian Corporation manufactured
and marketed LCD HDTVs, digital cameras, and consumer electronics
products including Olevia(TM) brand high-definition widescreen LCD
televisions and Vivitar brand digital still and video cameras.
Syntax-Brillian was the sole shareholder of California-based
Vivitar Corporation.

The Company and two of its affiliates -- Syntax-Brillian SPE,
Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection
on July 8, 2008 (Bankr. D. Del. Lead Case No.08-11407.  Lawyers at
Greenberg Traurig LLP represented the Debtors as counsel.  Five
members composed the official committee of unsecured creditors.
Pepper Hamilton, LLP, represented the Committee as counsel.  Epiq
Bankruptcy Solutions, LLC, served as the Debtors' balloting,
notice, and claims agent.  When the Debtors filed for protection
against their creditors, they disclosed total assets of
$175,714,000 and total debts of $259,389,000.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11
Liquidation Plan in an order dated July 6, 2009.  Under the Plan,
general unsecured claims were to received pro rata distributions
from a liquidating trust after payment of the trust's expenses and
a "liquidating trust funding reimbursement."  Holders of allowed
prepetition credit facility claims were to receive their pro rata
distributions from a lender trust, after payment in full of
allowed DIP facility claims.  A full-text copy of the Debtors' 2nd
amended Chapter 11 liquidating plan is available at:

   http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf

The SB Liquidation Trust is represented by David M. Fournier,
Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP; and
Allan B. Diamond, Esq., Andrea L. Kim, Esq., Eric D. Madden, Esq.,
and Michael J. Yoder, Esq., at Diamond McCarthy LLP.


T-L BRYWOOD: Taps McDowell Rice as Special Counsel
--------------------------------------------------
T-L Brywood, LLC asks for permission from the U.S. Bankruptcy
Court for the Northern District of Indiana to employ Louis J. Wade
and the Law Firm of McDowell, Rice, Smith & Buchanan as special
counsel.

McDowell Rice will provide legal services to the Debtor with
respect to routine cases seeking collection of money on a
contingency basis, "Contingency Matters", and with respect to
forcible entry or unlawful detainer and eviction work and other
advice and assistance as specifically requested by the Debtor,
"Non-Contingency Matters", relating to the operation of the
Debtor's commercial shopping center, commonly known as Brywood
Center.

Pursuant to the Contingency Matters retention agreement, McDowell
Rice will be paid on a 33.333% contingency basis.  That percentage
will be calculated against all money collected whether paid as
principal, interest, attorney's fee or other, with costs to be
repaid first without deduction for fees.  In addition, the Debtor
will be responsible for out-of-pocket costs and a $200 deposit
will be required to cover costs of filing suit for local cases.

In the event the matter is resolved in whole or in part by
turnover of property other than cash, fees will be calculated at
50%, of the above-described fee as applied to the retail value of
such property.

Pursuant to the Non-Contingency Matter retention agreement,
McDowell Rice will be paid with these hourly rates:

       Louis J. Wade                         $295
       Attorneys/of Counsel                $250-$295
       Associate Attorneys                 $125-$185
       Paralegals & Legal Assistants       $70-$100

McDowell Rice will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Louis J. Wade, principal of McDowell Rice, 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.

McDowell Rice can be reached at:

       Louis J. Wade, Esq.
       MCDOWELL, RICE, SMITH & BUCHANAN
       Skelly Building, Ste 350
       605 West 47th St.
       Kansas City, MO 64112-1905
       Tel: (816) 960-7323
       E-mail: lwade@mcdowellrice.com

                       About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.
The case was transferred to the U.S. Bankruptcy Court for the
Northern District of Indiana (Case. 13-21804) on May 14, 2013.


TAMPA WAREHOUSE: Secured Creditor Wants Case Moved to Florida
-------------------------------------------------------------
Regions Bank asks the U.S. Bankruptcy Court for the Western
District of North Carolina to transfer the venue of the Chapter 11
case of Tampa Warehouse, LLC, to the Tampa Division of the U.S.
Bankruptcy Court for the Middle District of Florida.

The Bank and the Debtor are parties to a secured lending
relationship relating to an obligation owed by the Debtor and Fred
D. Godley, to the Bank, in the total approximate amount of
$18,129,179 as of Dec. 6, 2013.  The Obligation is secured by the
Debtor's only asset, which consists of land and improvements
located at 6422 Harney Road, in Tampa, Florida.

The Bank asserts that application of all relevant factors
constituting prongs of the applicable test for transferring venue
weigh heavily in favor of transferring the reorganization to the
Florida court as the most economic, fair, and efficient
administration of the reorganization would occur in Florida, where
its assets and creditors are located.

The Debtor argues that when the six-factor convenience-based test
is applied, venue of the Chapter 11 case should be retained in
North Carolina.  The Debtor points out that its primary creditor,
Regions, is not based in Florida but is based, for purposes of the
prepetition loan, in North Carolina where the loan was originated,
or in St. Louis where a special assets administrator in charge of
handling the loan is based.  The Debtor further points out that
the Florida property is managed by personnel based in North
Carolina.

The Bank is represented by John A. Anthony, Esq. --
janthony@anthonyandpartners.com -- Frank A. LaFalce, Esq., and
Allison C. Doucette, Esq., at Anthony and Partners, LLC, located
at:

         201 N. Franklin Street, Suite 2800
         Tampa, Florida 33601
         Tel: (813) 273-5616
         Email: efilings@anthonyandpartners.com

                      About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Judge Laura T. Beyer is the bankruptcy judge handling the case.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

The Debtor is represented by represented by Joshua B Farmer, Esq.,
at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North
Carolina.


TAMPA WAREHOUSE: Seeks Authority to Use Cash Collateral
-------------------------------------------------------
Tampa Warehouse, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of North Carolina, Charlotte
Division, to use cash collateral securing their prepetition
indebtedness to operate in the ordinary course of business.

According to the Debtor, Regions Bank, its only secured creditor,
has adequate protection against the diminution in value of its
prepetition collateral.  Preliminarily, the use of cash collateral
in the ordinary course of business, in and of itself, provides
adequate protection in that it preserves the going concern value
of the Debtor's business and affairs and, as a result, the value
of the prepetition collateral.  The Debtor also asserts that the
value of the collateral is in excess of the indebtedness to
Regions and, thus, there is a sufficient equity cushion based on
the value of the real property, the fixtures and improvements
thereon, and tangible personal property of the Debtor.
Nevertheless, to further protect against diminution in the value
of the prepetition collateral, the Debtor proposes to provide
Regions with replacement liens in postpetition assets to the same
extent and priority as existed prepetition, for all cash
collateral actually expended for the duration of the interim cash
collateral order.

Regions Bank asserts that the Debtor is prohibited from use of the
rents of the property securing its prepetition indebtedness
because the Bank has not consented to the Debtor's use of the
rents at present.  The Court, Regions further asserts, should
condition the Debtor's use of rents in a manner consistent with
prevailing law, with adequate protection to the Bank with respect
to its liens and security interests in all of the Collateral.

                      About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Judge Laura T. Beyer is the bankruptcy judge handling the case.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

The Debtor is represented by represented by Joshua B Farmer, Esq.,
at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North
Carolina.


TAMPA WAREHOUSE: Taps Michael Nash as Accountant
------------------------------------------------
Tampa Warehouse, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of North Carolina, Charlotte
Division, to employ Michael R. Nash, CPA, PLLC, as accountants.

Mr. Nash, the principal CPA, will be paid an hourly rate of $200,
while his assistants will be paid hourly rates of $100.  The firm
will also be reimbursed for any necessary out-of-pocket expenses.

Mr. Nash assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  The firm has performed accounting
services for the Debtor in the past and is currently owed $1,300
for prepetition services rendered.

                      About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Judge Laura T. Beyer is the bankruptcy judge handling the case.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

The Debtor is represented by represented by Joshua B Farmer, Esq.,
at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North
Carolina.


TESORO LOGISTICS: Moody's Rates $250MM Sr. Unsecured Notes 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Tesoro Logistics
LP's (TLLP) proposed $250 million senior unsecured notes due 2020.
The notes are being co-issued by Tesoro Logistics Finance Crop.
The Corporate Family Rating of Ba3 and other ratings of TLLP are
unaffected, and the rating outlook is positive.

The proceeds from the proposed notes offering will be used to
repay the $250 million of debt outstanding under TLLP's secured
revolving credit facility. On December 6, 2013, TLLP financed the
$585 million cash portion of its second Carson logistics asset
drop down through $250 million in drawings under its revolving
credit facility and cash on the balance sheet, which benefited
from TLLP's November 19, 2013 equity offering for net proceeds of
$310 million. The second Carson drop down is expected to generate
about $60-$65 million of EBITDA in 2014, representing a total
purchase price multiple of roughly 10-11x.

"With the closing of the second Carson drop down, Tesoro
Logistics' size and scale continues to improve, with fee-based
revenues supported by long-term contracts with Tesoro Corporation,
" commented Gretchen French, Moody's Vice President. "However,
Tesoro Logistics' Corporate Family Rating still remains restrained
at Ba3 due to the company's lack of significant track record with
its suite of assets. The company's success in integrating and
operating the Carson assets over the 2014 time period should
support positive rating action."

Issuer: Tesoro Logistics LP

Ratings Assigned:

$250 Million Senior Unsecured Notes due in 2020, Rated B1 (LGD 4,
65%)

Moody's current ratings for Tesoro Logistics LP are:

Corporate Family Rating of Ba3

Probability of Default Rating of Ba3-PD

$550 Million Senior Unsecured Notes due in 2021, Rated B1 (LGD 4,
65%)

$350 Million Senior Unsecured Notes due 2020, Rated B1 (LGD 4,
65%)

Speculative Grade Liquidity rating of SGL-3

Ratings Rationale:

TLLP's B1 rated senior unsecured notes reflect both the overall
probability of default of the company, to which Moody's assigns a
Probability of Default Rating of Ba3-PD, and a loss given default
of (LGD 4, 65%). The notes are rated one notch below the Ba3
Corporate Family Rating, reflecting the contractual subordination
of the notes to TLLP's $575 million credit facility. The unsecured
notes have upstream guarantees from substantially all of TLLP's
subsidiaries.

On a standalone basis, Moody's views Tesoro Logistics' credit
profile as more consistent with a B1 rating, reflecting its stable
cash flows from long-term, fee-based contracts with minimum volume
commitments and visible growth trajectory, but restrained by its
small size, limited track record as both a MLP and with its
portfolio of assets, and aggressive growth strategy and high
distributions associated with its MLP structure. However, the Ba3
Corporate Family Rating reflects uplift from its strategic
importance to its general partner, Tesoro Corporation (TSO, Ba1
stable), as the MLP will provide it with critical infrastructure
and a coordinated growth strategy, and supportive contract
structures. Additionally, TSO's support is reflected in its 34%
common unit ownership stake, plus a 2% general partner stake, in
Tesoro Logistics.

TLLP's SGL-3 rating reflects the expectation for adequate
liquidity through 2014. Pro forma for the proposed bond issuance,
the company will have an undrawn $575 million bank credit facility
and cash balances of roughly $35 million. The credit facility is
secured by substantially all of TLLP's assets, matures in December
2017 and includes covenants of net debt/EBITDA of no greater than
5x, secured debt/EBITDA of no greater than 3.5x, and
EBITDA/interest of no less and 2.5x.

TLLLP's positive outlook reflects the company's materially
increasing scale and asset diversity, with a continued high
percentage of contracted, fee-based revenues from its parent
company and general partner, TSO.

Tesoro Logistics' ratings could be upgraded if the company is able
to increase in size and scale while maintaining reasonable
leverage (EBITDA approaching $200 million and debt/EBITDA below
4.5x) and adequate distribution coverage. However, future rating
action would consider the company's success in integrating the
Carson drop downs.

TLLP's ratings could be downgraded if debt/EBITDA were to be
sustained above 5x, which would most likely occur because of a
leveraging acquisition, or if the company acquired a significant
amount of new assets with a weak business risk profile. If TSO's
credit quality were to materially decline, this would also
pressure TLLP's ratings.


TEXAS NATIONAL BANK: Bank Failure in State Brings 2013 Total to 24
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the two-branch Texas National Bank NA from The
Woodlands, Texas, was taken over by regulators on Dec. 13. It was
the second Texas bank to fail this year and the 24th in the U.S.

According to the report, the branches and accounts were taken over
by College Station, Texas-based Spirit of Texas Bank SSB.

Texas National had deposits of $142.6 million. The failure will
cost the Federal Deposit Insurance Corp. $10.8 million.

In 2012, there were 51 bank failures, compared with 92 in 2011 and
157 in 2010. Bank failures in 2010 were the most since 1992, when
179 institutions were taken over by regulators.


TLO LLC: TransUnion Approved to Buy Assets for $154 Million
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TLO LLC, a provider of risk-mitigation services,
conducted a 21-hour auction where the price rose 47 percent.

According to the report, TransUnion Holding Co. Inc. emerged the
winner with a bid of $154 million. The bankruptcy court in West
Palm Beach, Florida, approved the sale on Dec. 13.

In October, TLO proposed a liquidating Chapter 11 to distribute
assets according to priorities in bankruptcy law, with unsecured
creditors taking what remains after secured creditors and those
with priorities are paid in full.

TLO's stockholders could receive a distribution if creditors are
fully paid.

In addition to sale proceeds, assets in the pot for creditors
include recoveries from a $40 million policy on the life of
company's founder Hank Asher, who died early this year before
bankruptcy.

                           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.


TOLL ROAD: Moody's Cuts Revenue Bonds Rating to 'Ba2'
-----------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Ba1 the
underlying rating on the Toll Road Investors Partnership II LP's
(TRIP II, or the project) Dulles Greenway Project Revenue Bonds.
The rating outlook is stable.

Ratings Rationale:

The downgrade to Ba2 reflects lackluster traffic growth;
constrained future toll rate increases and escalating debt service
that Moody's expects will require stronger than historic traffic
growth or larger rate increases to achieve targeted metrics. The
rating also reflects the project's significant underperformance
compared to original traffic and financial projections; high
leverage and back-loaded debt; weak financial metrics and on-going
public opposition to toll rates and future rate increases
particularly given already expensive tolls. Moody's expects that
the project will be unable to meet future scheduled or total debt
service requirements through toll increases alone, though the
growing service area and high resident income levels should
support some traffic growth and toll increases over time.

Supporting the stable outlook is Moody's expectation that the
Virginia State Corporation Commission (SCC), which regulates toll
rates will continue to approve annual increases that are at least
on par with economic growth; the project's flexible debt service
schedule and its strong liquidity. The flexible debt structure
allows the project to comfortably cover its mandatory debt service
obligations (as opposed to its scheduled obligations) with DSCR
coverage of at least 1.30 times through the life of the concession
assuming annual traffic growth of 1% and annual rate increases of
2.8%. However, total, or scheduled debt service is not fully
covered in certain years and accretes steadily through final
maturity. Moody's estimates that current liquidity would cover
over three years of mandatory debt service and two years of
scheduled debt service.

TRIP II's bonds are insured and rated Baa1 based upon the
financial strength of the insurer, National Public Finance
Guarantee (NPFG, rated Baa1 stable, formerly MBIA).

Outlook:

The stable outlook reflects the expectation that traffic may
continue to experience additional declines given the federal
government cuts and budget uncertainties that may affect the
Washington DC service area. The outlook also reflects Moody's
expectation that financial margins will continue to tighten as
debt service escalates at a higher rate than revenue growth.
However at the lower rating level, the toll road is expected to
perform adequately if toll increases are implemented in a timely
fashion.

What Could Change the Rating UP:

Sustainable stronger traffic and revenue growth that improves
DSCRs for both mandatory and scheduled debt service could exert
upward rating pressure on the underlying rating, as would earlier
repayment of debt.

What Could Change the Rating DOWN:

TRIP II's rating could face downward pressure if traffic growth
remains anemic over the near term or if rates are not increased to
compensate for the lower than necessary traffic growth.
Uncertainty related to the ongoing investigation initiated by the
SCC in response to a tolling policy complaint filed by a member of
the Virginia House of Delegates may impede the future ability to
raise rates as necessary, which is vital in the absence of
stronger traffic growth to meet escalating debt service
requirements.

Recent Developments:

Despite some traffic stabilization in 2012 and through October
2013, financial margins continue to tighten as traffic growth
continues to lag prior forecast. Average daily traffic was
essentially flat in 2012 with 0.2 % growth over 2011, and up about
1% through October 2013. This is in contrast to the six-year trend
of continuous traffic decline since a debt restructuring in 2005.
The project achieved a significant reduction in debt service
between 2018 and 2021 thanks to the early retirement of
approximately $19 million of the 1999B Series in 2011 using
accumulated reserves. In January and February of 2012 an
additional $15 million of Series 1999B bonds maturing in 2018 and
2021 were retired early and these retirements significantly reduce
debt service requirements from 2018 to 2021; however, debt service
spikes up in 2022.

Given the flat traffic growth, TRIP II's financial performance
mostly reflects the sustained annual toll increases allowed under
the concession with additional increased as approved by the SCC.
For the first 10 months of 2013, the average toll increased to
$4.35, or 2.3%. While in previous years, toll increases between 5%
to 6% have resulted in traffic declines, an 8% toll increase in
2012 resulted in no declines in total transactions and an average
toll increase of 2.3% in 2013 still allowed for total transactions
to growth at 1%. The flatter traffic figures suggest that demand
elasticity may be flattening.

Although 2012 cash flows available for debt service increased by
9.8% thanks to toll increases, debt service continues to ramp up
at higher rates than revenues. As a result, the debt service
coverage ratio (DSCR) of total scheduled debt service in 2012
dropped slightly to 1.15 times from 1.16 times in 2011. Total DSCR
is budgeted to fall to 1.04 times in FY 2013 and estimate that it
will just under one times in 2015 and 2016, while mandatory DSCRs
are expected to remain above 1.57 times.

Through 2011 the project had benefited from rate increases higher
than economic growth as approved by the SCC. Starting in 2013
through 2020 however, the increases are expected to be limited to
the allowed schedule of the greater of CPI +1%, GDP or 2.8%. In
2020 the SCC and the partnership will revisit the toll structure,
and this adds additional uncertainty. Moody's notes that the road
is currently one of the most expensive in the US, with an average
rate per transaction of $4.35 in 2012 or about 32 cents per mile
compared to the adjacent Dulles Toll Road's average rate of $2.00
or 14.3 cents per mile. Though the SCC has demonstrated continuous
support for toll increases, which is a credit positive, the
allowance for toll increases after 2020 may be limited by public
opposition to significant increases on already expensive tolls.

Debt service is growing at higher rates than revenues. Total debt
service grew 13% in 2012 and will grow 7% annually from 2013-2015,
which is higher than expected revenue growth from allowed rate
increases and 1% traffic growth. As a result, financial margins
will continue to tighten if revenue growth cannot keep up with the
project's growing debt service requirements.

The tightening of financial margins is partially mitigated by
strong liquidity. The project benefits from debt service and early
redemption reserves equal to maximum annual debt service and 50%
of maximum annual debt service respectively. The project has been
depositing excess cash into an early redemption reserve fund since
2008 as a result of its failure to meets its restricted payments
test of 1.25 times coverage. Excess cash is not released until the
project complies with the test ratio for at least three
consecutive years. At FY- end 2012, the project had $39.7 million
in the senior debt service reserve fund and $46.8 million in the
early redemption fund and reserve. This provides a total coverage
of close to two years of the scheduled debt service and over three
years of the mandatory debt service obligations from 2013 to 2015.
Other reserves include an operating reserve funded at 50% of next
year's operating expenses currently at $5.5 million and an
improvement fund for capital expenses currently holding $4.9
million.

Though failure to make early redemptions does not constitute an
event of default, to the extent they are not made they will
continue to accrete interest, making future debt service
requirements that much more onerous. As it is, both mandatory and
scheduled debt service are heavily back-loaded, increasing to $69
million and $81 million respectively by 2034. Failure to be
current on early redemptions for four consecutive years triggers
an insurance event of default, but this carries no consequences
until 2036, after which it provides the bond insurer the right to
accelerate the debt over a period of eight years.

Background:

TRIP II is a special purpose company that owns the Dulles Greeway,
a 14-mile long toll road extending westward through Loudoun
County, VA (rated Aaa) from Dulles Airport to the Town of Leesburg
(rated Aa1). TRIP II was given the rights to develop, construct,
and operate the road and to charge and retain tolls pursuant to a
Certificate of Authority granted by the Virginia SCC, which
currently expires on the earlier of final payment of the bonds or
10 years after the final maturity date. TRIPP II was acquaired by
Macquaries Infrastructure Group in September 2005.


TRONOX INC: Anadarko Disputes Judge's Memorandum of Opinion
-----------------------------------------------------------
Anadarko Petroleum Corporation on Dec. 12 issued a statement in
response to an interim Memorandum of Opinion from the United
States Bankruptcy Court, Southern District of New York in regards
to the Tronox Adversary Proceeding.

"Given the significant factual evidence supporting our position,
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,
once a final judgment including damages has been rendered."
Al Walker, Anadarko Chairman, President and CEO, said.

                             Background

On Dec. 12, 2013, U.S. Bankruptcy Judge Allan Gropper issued a
Memorandum of Opinion in Tronox, Inc. v. Kerr McGee Corporation et
al.  In its opinion, the Court found Kerr-McGee and certain of its
subsidiaries liable for fraudulent transfers in connection with a
2002 internal corporate restructuring of Kerr-McGee, and Kerr-
McGee's 2005 spin-off of its titanium dioxide business.  The Court
ruled that the defendants were not liable for any breach of
fiduciary duty. Anadarko acquired Kerr-McGee Corporation in August
of 2006.

The Court expressed the opinion that it has the authority to enter
a final judgment against the defendants, but it did not do so
because it has yet to resolve a key aspect of the case.  The court
did not issue a ruling on damages, noting for the parties an as-
yet unresolved question concerning the operation of bankruptcy law
governing the right of the defendants to an offset.

"Reconstructing the state of affairs as of confirmation," the
court noted, "defendants should provisionally have an allowed
claim . . . in the amount of $10.459 billion."  The court
calculated that such a provisional offset would give rise to a
damage award in favor of the plaintiffs of approximately $5.15
billion.  The Court also noted that a different approach to the
offset rules is possible and, if applied, would greatly diminish
the offset, resulting in an award for the plaintiffs in the
principal amount of $14.166 billion.  To either sum, attorneys'
fees and costs would be added to the extent appropriate.

The Dec. 12 interim memorandum of opinion is not a final judgment.
The court has ordered the parties to submit further briefing over
the next 60 days, and invited oral argument, on the open question
of the offset.  The Court is expected to issue a judgment
following that process, which will then be subject to appeal.

                         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.


TRONOX INC: Obtains Favorable Ruling in Anadarko Spinoff Suit
-------------------------------------------------------------
Tronox Limited announced Dec. 12 that the U.S. federal bankruptcy
court issued a favorable ruling in its lawsuit against Anadarko
Petroleum Corp.

The U.S. Bankruptcy Court for the Southern District of New York
found that Kerr-McGee acted with intent to delay and hinder
Tronox's creditors when it spun off Tronox Incorporated.  The
court found Anadarko liable and indicated an ultimate damages
award of $14.5 billion, subject to a set off against claims that
Anadarko filed as a creditor in Tronox Incorporated's 2009
bankruptcy filing.  The value of those claims will be determined
following the submission of additional court papers.

In 2005, Tronox was created as a spinoff of the Kerr-McGee
Corporation.  Kerr-McGee was subsequently acquired by Anadarko
Petroleum Corp.  Tronox Incorporated is the predecessor company of
Tronox Limited.

Tronox said it will receive no immediate or direct benefit from
the Dec. 12 ruling.  Instead, 88 percent of the judgment will go
to trusts and other governmental entities to remediate polluted
sites.  The remaining 12 percent of any funds ultimately received
will be distributed to a tort trust to compensate individuals
injured as a result of Kerr-McGee's environmental failures.

Tronox received a private letter ruling from the U.S. Internal
Revenue Service confirming that the trusts that held the claims
against Anadarko are grantor trusts of Tronox solely for federal
income tax purposes.  As a result, subject to a final damages
determination by the court and potential appeal, Tronox Limited
should be entitled to tax deductions equal to the amount spent by
the trusts to remediate environmental matters and to compensate
the injured individuals.  These deductions will accrue over the
life of the trusts as the funds received by the judgment are
spent.  Tronox believes that these expenditures and the
accompanying tax deductions may continue for decades, and
therefore, it expects that this tax benefit may continue for a
lengthy period, potentially amounting to hundreds of millions of
dollars annually.

As part of its bankruptcy proceedings, Tronox, along with the
United States Government, filed suit against Kerr-McGee for its
fraudulent transfer of billions of dollars of pre-existing
environmental and tort liabilities.

Tronox settled the environmental claims of the U.S. and numerous
state and local governmental agencies by contributing more than
$300 million in cash and assets and the rights to any recovery in
the suit against Kerr-McGee to numerous environmental and tort
trusts established to resolve the outstanding legacy matters.

The bankruptcy settlement, including the transfer of the lawsuit
to the trusts, allowed Tronox to emerge from bankruptcy as a
reorganized company, free of these legacy liabilities, and to
become a global leader in the mining and processing of titanium
ore and other important minerals and the production of titanium
dioxide, a pigment used in everyday life by consumers and
industries around the world.  We are steadfastly committed to
environmental stewardship and sustainability in all aspects of our
business operations.

                         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.


UNIFIED 2020: USB and Orange Balk at 2nd Amended Disclosures
------------------------------------------------------------
Unified 2020 Realty Partners, LP, sought and obtained an order
continuing the hearing on the disclosure statement accompanying
its Second Amended Plan of Reorganization to Jan. 14, 2014.

United Central Bank ("UCB") and Orange Business Services US, Inc.,
have filed objections to the plan outline.  The Debtor, after
consulting with the Chapter 11 trustee, sought continuance of the
hearing to enable the parties to continue settlement discussions
which could ultimately lead to a consensual plan, at least with
respect to the largest secured and unsecured creditors in the
case.

UCB, the largest creditor and sole "major" secured creditor
asserting a secured claim of at least $16 to $17 million, says the
Second Amended Plan is not confirmable because it fails to satisfy
all of the provisions of Section 1129 and therefore, approval of
the Second Amended Disclosure Statement should be denied.  UCB
cites, among other things:

  -- the Second Amended Plan does not propose to pay, much less
satisfy, UCB's secured claim in full and therefore fails to
satisfy 11 U.S.C. Sec. 1129(b)(2)(A);

   -- AGT Global Holdings, LLC, the proposed stalking horse
bidder, has no demonstrable ability to pay or finance the
"Purchase Price" to fund the Second Amended Plan;

   -- AGT is not required to deposit any earnest money in order to
qualify for the breakup fee or as the stalking horse bidder, while
requiring, upon information and belief, competing bidders to
submit competing offers that provide for total cash consideration
that exceeds AGT's purchase price (or any higher bid) by $250,000.

OBS, like UCB, says the Second Amended Disclosure Statement does
not cure the deficiencies of the earlier versions, as it neither
describes a confirmable plan nor provides sufficient information.
OBS, the largest unsecured creditor, points out that while the
Debtor characterizes most creditor claims (including OBS's claim)
as "unimpaired," it intends to punt responsibility for handling
OBS's claim to the stalking horse buyer.

United Central Bank is represented by:

         Peter C. Lewis, Esq.
         Jacob W. Sparks, Esq.
         SCHEEF & STONE, LLP
         500 N. Akard, 27th Floor
         Dallas, TX 75201
         Tel: (214) 706-4241
         Fax: (214) 706-4242

Orange Business Services is represented by:

         Jeffrey Goldfarb, Esq.
         HICKS THOMAS LLP
         2501 N. Harwood St., Suite 1801
         Dallas, TX 75201
         Tel: (214) 583-2233
         Fax: (214) 583-2234
         E-mail: jgoldfarb@hicks-thomas.com

               - and -

         J. Meritt Crosby, Esq.
         CROSBY WOOD & WALKER PLLC
         3102 Maple Ave., Suite 240
         Dallas, TX 75201
         Tel: (214) 731-3111
         Fax: (214) 731-3117
         E-mail: mcrosby@crosbywoodwalker.com

                        The Chapter 11 Plan

According to the Second Amended Disclosure Statement filed
Nov. 26, 2013, the Plan is premised on the sale of substantially
all of the Debtor's assets through a court-approved sale process.
AGT Global Holding, LLC, as successor in interest to Moms Against
Hunger, has agreed to enter in to an asset purchase agreement,
pursuant to which it will serve as the stalking horse bidder for
the assets.

Absent higher and better offers, AGT will purchase the assets for
$38.7 million, comprising (i) payment of a cash purchase price of
$23.5 million, (ii) assumption of certain liabilities, including
the assumption in full of the allowed unsecured interlocutory
order claim of Orange Business Services US Inc. in the amount of
$15.2 million.  AGT's bid will be subject to higher and better
offer but, in no event, will the aggregate consideration to be
paid in excess of AGT's stalking horse bid be less than $250,000.

In the event AGT is not the successful bidder at the auction, then
AGT will receive a break-up fee of $706,397 (3% of the cash
portion of the purchase price) and expense reimbursement capped at
$150,000.

The Debtor has been advised that the trustee, Daniel J. Sherman,
intends to engage the services of a professional real estate firm
to advertise, and market the assets, including creating an
electronic data room for inspection by prospective bidders who
desire to participate in the auction.

The Debtor is proposing a full-payment plan.  Under the Plan:

   -- Administrative claims estimated at $500,000, fee claims and
priority tax claims of $688,000 will be paid in full.

   -- The secured claims of Property Tax Solutions Inc. (owed
$1.05 million claim, United Central Bank (owed $14.9 million), and
Ray Mackey (owed $9,750) are unimpaired and they will recover
100%.

  -- Unsecured creditors (estimated at $516,000) will receive cash
in an amount sufficient to render these claims unimpaired and thus
will recover 100%.

  -- The allowed unsecured interluctory order claim of Orange
Business Services US, Inc., in the amount of $15.2 million will be
assumed by the stalking horse bidder and is unimpaired.

  -- Equity holders will retain their interests.

Pursuant to the Plan, $500,000 from the sale proceeds will be used
to fund the wind down of the Debtor.

A copy of the Disclosure Statement dated Nov. 26, 2013, is
available for free at:

    http://bankrupt.com/misc/Unified_2020_2nd_Am_DS.pdf
    http://bankrupt.com/misc/Unified_2020_2nd_Am_DS_part2.pdf

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.


USEC INC: Uranium Producer to File Prepack With Debt Swap
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that USEC Inc., a producer of enriched uranium for nuclear
power plants, said on Dec. 16 that it has an agreement to
restructure the balance sheet with holders of 60 percent of the
$530 million in senior unsecured notes.

According to the report, only the holding company will be
affected, USEC said.  Suppliers and customers won't be involved.

Before implementation, there must be agreement with Babcock &
Wilcox Co. and Toshiba Corp., holders of preferred stock.

The plan calls for noteholders to receive $200 million in new debt
along with 79 percent of the new stock. Babcock and Toshiba are
slated to receive 16 percent of the new stock along with $40
million in new debt on the same terms as the noteholders.

Existing shareholders are to retain 5 percent of stock.

Bethesda, Maryland-based USEC said more than a year ago that it
"may pursue discussions" with creditors about "restructuring our
balance sheet."

The $530 million 3 percent senior unsecured convertible notes due
2014 last traded on Dec. 13 for 17 cents on the dollar, according
to Trace, the bond-price reporting system of the Financial
Industry Regulatory Authority.

USEC reported a $135 million operating loss and a $87.2 million
net loss during the first three quarters this year on revenue of
$909 million.

The balance sheet was upside down on Sept. 30 with assets of $1.7
billion and debt totaling $2.17 billion.


VELTI INC: Creditors' Panel Hires Capstone Advisory as Consultant
-----------------------------------------------------------------
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 Capstone Advisory
Group LLC as consultant to the Committee, nunc pro tunc to
Nov. 18, 2013.

The Committee requires Capstone Advisory to:

   (a) familiarize itself to the extent it deems appropriate with
       the business, operations, financial condition and prospects
       of the Debtors;

   (b) assist the Committee with the Potential DIP Financing
       Transaction, including identifying alternative sources of
       Debtor in Possession Financing for the Debtors from
       financing sources other than GSO Capital Partners, its
       subsidiaries or affiliates;

   (c) participate with the Committee and its counsel in
       negotiations relating to the Potential DIP Financing
       Transaction;

   (d) participate in meetings with the Committee, the agents for
       the Debtors' secured lenders, and the Debtors upon
       reasonable request of the Committee and lenders at which
       the Potential DIP Financing Transaction is to be
       considered;

   (e) participate in hearings before the Court in order to pursue
       a Potential DIP Financing Transaction or otherwise, and
       provide relevant testimony with respect to the matters
       described herein and arising in connection with any
       Potential DIP Financing Transaction; and

   (f) subject to Court approval, render additional services
       agreed to in writing between the Committee and Capstone
       Advisory.

Capstone Advisory is proposed to be paid on this "Fee Structure":

   (i) Retainer. A retainer in the amount of $25,000 due upon
       Court approval of this Application for retention;

  (ii) Debtor In Possession Financing Transaction. In the event
       the Debtors procure DIP Financing from a party identified
       by Capstone Advisory, Capstone Advisory will be compensated
       $225,000 due at closing of the Potential DIP Financing
       Transaction;

(iii) Miscellaneous. In the event the Committee requires Capstone
       to provide testimony or attend various hearings, Capstone
       will be paid based on the actual hours charged at the
       standard hourly rates, which are in effect when the
       services are rendered and are revised annually on or around
       Jan. 1, 2014.

       Payment for testimony will be in addition to the fees noted
       above.  The current hourly rates are as follows:

       Executive Director                $575-$760
       Managing Director                 $450-$610
       Staff                             $240-$420
       Support Staff                     $100-$200

  (iv) Expenses. Capstone Advisory will be reimbursed for
       reasonable out-of-pocket expenses including, but not
       limited to, costs of reproduction, typing, research, travel
       and other direct expenses.


John Esposito, member of the firm and executive director of
Capstone Advisory, 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.

Capstone Advisory can be reached at:

       John Esposito
       CAPSTONE ADVISORY GROUP LLC
       Park 80 West, 250 Pehle Ave. Ste 105
       Saddle Brook, NJ 07663
       Tel: (201) 587-7116
       Fax: (201) 587-7102

                       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.  Capstone Advisory Group LLC serves as consultant.


W.R. GRACE: Aims to Exit Bankruptcy Protection in January
---------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
W.R. Grace & Co. is gearing up to emerge from bankruptcy by the
end of January with $800 million worth of exit financing, company
executives said on Dec. 12.

Gary Haber, writing for Baltimore Business Journal, said W.R.
Grace is looking to emerge from Chapter 11 bankruptcy protection
by Jan. 31 -- that is, if the wheels of justice are turning in the
Columbia company's favor.

According to the Business Journal, in order for W.R. Grace to meet
that target date, a federal appeals court will have to rule by
early January on an appeal by Grace's creditors, company officials
said Thursday in a conference call with analysts.

The appeal, currently under consideration by the Third Circuit
Court of Appeals in Philadelphia, is over the amount of interest
Grace owes on pre-bankruptcy petition bank debt, the report noted.

Under a plan approved by the U.S. Bankruptcy Court, Grace would
pay $490 million to redeem warrants. Said warrants would be given
to a trust as part of Grace's plan to settle asbestos-related
claims. The plan also includes $250 million in cash and giving
claimants the right to the proceeds of Grace's asbestos-related
insurance coverage.Grace also would make $110 million a year of
deferred payments for five years starting in 2019, and $100
million a year for 10 years starting in 2024.

Grace officials said on Dec. 12 the company is lining up about
$800 million in financing for additional liquidity after it
emerges from Chapter 11 protection and to pay for the company's
$500 million acquisition of Dow Chemical Co.'s polypropylene
licensing and catalysts business, the Business Journal added.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WARNER SPRINGS: Overcomes Buyer's Objections, Confirms Plan
-----------------------------------------------------------
Judge Louise DeCarl Adler early this month entered a tentative
ruling confirming Warner Springs Ranchowners Association's
Liquidating Plan.

Warner Springs Ranch Resorts LLC, assignee of Pacific Hospitality
Group, Inc., the successful buyer of the Warner Springs Ranch
property, objected to confirmation.  It complained that the Plan
does not provide an appropriate reserve for possible breach and
damage claims in the estate.

Debt Acquisition Company of America V, LLC, has filed an appeal of
the order approving the sale of the assets to PHG.  In the
unlikely event that the sale order is overturned on appeal, or
that PHG's motion to dismiss the appeal is denied, WSRR would
intend to assert breach and damage claims in the estate.  Under
such scenario, according to WSRR, the estate would be
administratively insolvent or the claims of PHG and WSRR will
dwarf any projected recovery to creditors.

Another party, John Gubler, acting pro se, said that the five
members of the oversight committee to be created under the Plan do
not represent the interests of the individual owners of the Debtor
and all creditors.  Gubler noted, among other things, that Patrick
Roche, one of the members, sued WSR and others in October 2009 in
state court.

The bankruptcy judge at the Dec. 5, 2013 hearing ruled that:

    * Objection of WSRR overruled.  The Court order approving the
sale to WSRR is now final; indeed, distributions have already been
made to some co-owners and as and for professional fees and
broker's commissions.  The order was not stayed pending appeal.
Should the sale be overturned on appeal, the property would once
again return to the Debtor and could be re-sold for an amount
sufficient to pay WSRR's claims.  Objection is without merit.

    * Objection of Gubler overruled.  Roche was elected to serve
on the Debtor's oversight board by the other co-owners.  They were
aware of his prior litigation with the Debtor.  If they felt he
was sufficiently impartial, the Court will defer to their
judgment.  As to Gubler's concerns whether his attorneys' fees
which are part of his claim will be paid, this is not a plan
confirmation issue but a claim objection/resolution issue and will
be dealt with in the course of dealing with claims.

The judge ruled that the status conference on the Chapter 11
petition and the court's order to show cause why a Chapter 11
trustee should not be appointed are OFF CALENDAR as the Plan has
been confirmed.

WSRR is represented by:

         Christopher Celentino, Esq.
         Mikel R. Bistrow, Esq.
         FOLEY & LARDNER LLP
         402 West Broadway, Suite 2100
         San Diego, CA 92101-8285
         Tel: (619) 234-6655
         Fax: (619) 234-3510
         E-mail: ccelentino@foley.com

                      The Chapter 11 Plan

As reported in the Troubled Company Reporter on Sept. 5, 2013,
pursuant to the Plan, the Debtor will complete the liquidation of
assets that were not sold and distribute the proceeds from the
sale and liquidation of all of the Debtor's assets.

The Plan provides for (i) the creation of a liquidating trust that
will administer and liquidate all of the Debtor's assets and (ii)
the allocation and the distribution of the proceeds from the sale
of all of the Debtor's assets to Holders of Allowed Claims and Co-
Owners. The Debtor will be dissolved, its affairs wound-up and all
assets transferred to the Liquidating Trust.  An Oversight
Committee will be formed to select the Liquidating Trustee and
provide input, oversight and guidance to the Liquidating Trust.

Under the Plan, all Holders of Allowed Claims will be paid in full
and Co-Owners will receive one or more Distributions from the
remaining proceeds from the liquidation of the Debtor's assets and
the so-called UDI Proceeds.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/WARNER_SPRINGS_ds_amended.pdf

                  About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Cal. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Megan Ayedemo, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association managed and co-owned 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The improvements on the Property
include 250 cottage style hotel rooms, an 18 hole golf course,
service/gasoline station, tennis courts, an aquatics center, an
equestrian center, an airport, a spa, and two restaurants.


WARNER SPRINGS: Rust Omni Approved as Disbursement Agent
--------------------------------------------------------
Warner Springs Ranchowners Association sought and obtained
permission from the Hon. Louise Decarl Adler of the U.S.
Bankruptcy Court for the Southern District of California to employ
Rust Omni as disbursement agent.

The Debtor requires Rust Omni to:

   (a) receive data from Debtor and establish database of
       investors, including name, address, taxpayer ID number;

   (b) coordinate the opening of disbursing account in the name of
       "Warner Springs Ranch - Rust Omni as Disbursing Agent";

   (c) receive, compile and maintain information from Debtor
       regarding the amounts to be distributed and to whom;

   (d) prior to issuance of checks, prepare pro forma distribution
       register to be approved by Debtor;

   (e) print letter to accompany checks or print narrative
       language on check stub;

   (f) generate, sign and distribute checks;

   (g) maintain detailed history of disbursements, by investor;
       and

   (h) reconcile bank accounts.

Rust Omni has agreed to perform these services for $12 per
disbursement.  Rust Omni requires payment for services rendered on
a monthly basis within 30 of receipt of an invoice from Rust Omni.

Rust Omni will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Eric Schwarz, executive vice president of Rust Omni, 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.

Rust Omni can be reached at:

       Eric Schwarz
       RUST OMNI
       5955 De Soto Ave., Ste 100
       Woodland Hills, CA 91367-5100
       Tel: (818) 906-8300
       Fax: (818) 704-0415
       E-mail: eric@omnimgt.com

                 About Warner Springs Ranchowners

Warner Springs Ranchowners Association, a California non-profit
mutual benefit corporation, filed for Chapter 11 protection
(Bankr. S.D. Cal. Case No. 12-03031) on March 1, 2012.  Judge
Louise DeCarl Adler presides over the case.  Megan Ayedemo, Esq.,
and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the
Debtor.  The Debtor has hired Andersen Hilbert & Parker LLP as
special counsel.  Timothy P. Landis, P.H., serves as the Debtor's
environmental consultant.

The Debtor's schedules disclosed $14,079,894 in assets and
$1,466,076 in liabilities as of the Chapter 11 filing.

Warner Springs Ranchowners Association manages and co-owns 2,300
acres of unencumbered rural land known as the Warner Springs Ranch
in San Diego County, California.  The improvements on the Property
include 250 cottage style hotel rooms, an 18 hole golf course,
service/gasoline station, tennis courts, an aquatics center, an
equestrian center, an airport, a spa, and two restaurants.


WENATCHEE, WA: Moody's Affirms 'B1' Limited Tax Rating
------------------------------------------------------
Moody's Investors Service affirms the City of Wenatchee,
Washington's B1 limited tax rating and its Baa1 senior lien
combined water and sewer enterprise revenue rating. $6.4 million
of limited tax debt and $4.9 million of senior lien water and
sewer debt is affected. The outlooks remain stable.

Summary Rating Rationale:

The ratings and outlook reflect largely diminished but ongoing
financial risks following the cure of a recent default brought
about by the city's unwillingness to honor a general obligation,
limited tax contingent obligation to make loans for interest-only
payments on $36.6 million sales tax and revenue Bond Anticipation
Notes (not rated) issued by the Greater Wenatchee Regional Events
Center Public Facilities District (PFD). On May 10, 2012, the City
of Wenatchee indicated that despite budgeting $2.1 million in
fiscal 2012 for PFD-related issues, there were insufficient
general fund moneys to advance the $967,000 for a June 1 interest
payment, an event of default on non-rated city debt on parity with
rated GOLT obligations. The PFD has issued takeout sales tax bonds
which eliminate much of the city's contingent liabilities for PFD
operations and debt service, shrinking the city's maximum annual
pledged subsidy to $200,000 per year, favorably settled with most
of the city's major potential legal counterparties, and avoided
adverse findings from a recently concluded Securities and Exchange
Commission (SEC) investigation.

The B1 general obligation, limited tax rating reflects a small but
present risk of unwillingness to pay a limited tax obligation, as
evidenced by its recent default. Most default-associated financial
risks have diminished following a cure which paid note holders in
full but not in a timely manner, and favorable legal settlements
further inoculate the city from continued litigation. The rating
also incorporates the city's still constrained near term
operational flexibility as the city recovers from several years of
fiscal imbalance, modestly-sized tax base and modest debt levels
featuring some dedicated debt levies.

The Baa1 senior lien water and sewer revenue rating distinction
reflects the enterprise's common management with general city
operations mitigated somewhat by independent rate setting
authority resulting in adequate debt service coverage levels.

A stable outlook incorporates the expectation that, despite a
successful PFD takeout of the defaulted BANs and attenuated
litigation risk, Wenatchee still faces challenged financial
operations.

Strengths:

-- Successful new dedicated sales taxes allowed PFD BAN takeout
    financing, reducing financial and legal risks to the city from
    prior interest and operating subsidy commitments to the PFD

-- Moderately-sized and stabilizing tax base despite continued
    moderate annual assessed valuation declines

-- Largely diminished financial risk from post-default litigation

Challenges:

-- Unwillingness to make adjustments outside the general fund to
    incorporate loans for interest payments on Greater Wenatchee
    Events Center BANs

-- City remains contingently liable for a maximum of $200,000 in
    annual PFD subsidies

What Could Make the Rating Move Up:

-- Demonstrated commitment to the prioritization of the city's
    general obligation, limited tax pledge

-- Significant reduction in overall debt burden and general fund
    debt service load

-- Prolonged growth in property valuations and sales tax receipts

-- Increased self-sufficiency of PFD and city enterprise
    operations

-- Sustained period without adverse litigation demands

What Could Move the Rating Down:

-- Weakened liquidity

-- Weakened reserve levels

-- Deterioration of/increased subsidy of PFD or city enterprise
    operations

-- Inability to align ongoing expenditures with ongoing revenues

-- Adverse litigation outcomes

Outlook

A stable outlook incorporates the expectation that despite a
successful PFD takeout of the defaulted BANs and attenuated
litigation risk, Wenatchee still faces challenged financial
operations.


WESTERN FUNDING: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
Western Funding Incorporated filed with the U.S. Bankruptcy Court
for the District of Nevada on Oct. 2, 2013, its amended schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $400,000
  B. Personal Property            $3,212,920
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $30,973,815
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $352,607
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $13,221,004
                                 -----------      -----------
        TOTAL                     $3,612,920      $44,547,426

On Nov. 20, Western Funding again filed amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $400,000
  B. Personal Property           $48,113,558
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $30,870,302
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $352,607
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $13,221,004
                                 -----------      -----------
        TOTAL                    $48,513,558      $44,443,913

A copy of the amended schedules filed Nov. 20 is available for
free at http://bankrupt.com/misc/WESTERNFUNDINGamendedsal.pdf

                       About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.


WINE CARE STORAGE: Court Hearing Probes Mystery at Storage Biz
--------------------------------------------------------------
Charles V. Bagli, writing for The New York Times, reported that
Derek L. Limbocker, a onetime financial adviser, publisher of rare
art prints and society figure in Newport, R.I., and New York, has
been stiff-arming his clients for the past 13 months.

According to the report, he has sought protection from creditors
in bankruptcy court, while he says he struggles to salvage his
business and the 270,000 bottles of rare and valuable wine stored
by financiers, high-powered litigators and real estate investors
in his cellars in a West Chelsea warehouse. The problems began
when water poured into the cellars during Hurricane Sandy.

Now his law firm has quit. His company, WineCare Storage, is
insolvent. And on Dec. 16, Judge Robert E. Gerber of United States
Bankruptcy Court in Manhattan held a hearing on whether to
liquidate WineCare, opening the door to resolving a yearlong
mystery: Exactly what happened to all those reds, whites and roses
that WineCare coddled in its temperature-controlled cellars, and
why have most of its clients still been unable to get anywhere
near their wine?

"The time has come to shed some sunlight on the operations of this
business and return people's personal property to them," said
Gregg L. Weiner, a lawyer who filed papers in bankruptcy court
supporting liquidation, the report cited.

Mr. Weiner represents four clients who collectively stored more
than $1 million worth of wine at WineCare: Philip M. Waterman III,
a real estate investor; Lucio A. Noto, a former vice chairman of
ExxonMobil; David R. Parker, a hedge fund manager; and Barry S.
Volpert, a partner in a private equity firm. Donald Drapkin, a
hedge fund manager who had $5.3 million worth of wine at WineCare,
also filed papers supporting liquidation.

WineCare Storage LLC filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-10268) in Manhattan on Jan. 29, 2013.

The Debtor disclosed $238,000 in assets and debt of $1.1 million.
Because the wine belongs to customers, it's not listed among the
assets.  Customers include individuals and restaurants.


WOLF MOUNTAIN: Files for Chapter 11 in Salt Lake City
-----------------------------------------------------
Wolf Mountain Products, L.L.C., filed a Chapter 11 petition
(Bankr. D. Utah Case No. 13-33869) in Salt Lake City on Dec. 12,
2013, without stating a reason.

The Orem, Utah-based company estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.

The Debtor is represented by Anna W. Drake, Esq., at the law firm
of Anna W. Drake, P.C., in Salt Lake City.


* Bankruptcy May Return to Popularity, ABI Article Says
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the "day of reckoning is looming on the horizon" for
middle-market companies with too much debt, according to James
Fleet and Patrick Hughes from Phoenix Management Services Inc.

According to the report, among lenders and private-equity
investors, "too many firms competing for too few opportunities"
have produced "aggressive behavior" that is "akin to the attitudes
that were commonplace leading up to the economic downturn in
2008," Fleet and Hughes said in an article published in the
Journal of the American Bankruptcy Institute.

Middle-market companies currently benefitting from "aggressive
structuring and investing practices" can find themselves "in great
difficulty quickly" as a result of carrying too much debt.

When interest rates rise, the writers said that "out-of-court
negotiations may prove to be less effective than in recent years."
Consequently, "the bankruptcy tool, while expensive, may return in
popularity," they said.


* Brighter Skies in 2014, Say Law-Firm Managing Partners
--------------------------------------------------------
Jacob Gershman, writing for The Wall Street Journal, reported that
law firms think the economy is healing and predict revenue gains
next year, ending a gloomy year with a more positive outlook for
2014, according to a new survey of law firm managing partners.

According to the report, Citi Private Bank just issued its
Managing Partner Confidence Index, a survey of managing partners
at 71 law firms, for the fourth quarter of 2013.

The overall confidence index is up 6 points from last quarter (on
a scale of 1 to 200) but is still lower than a year ago, the
report related, citing the Citi survey. Confidence levels in the
U.S. economy followed the same pattern.

Revenue forecasts are also brightening for the first time in
months, the report said.  About half of respondents expect growth
below 5%, and more than a third are projecting gains exceeding 5%.
The profit index also showed improvement. About three-quarters of
the partners predicted growth in that area. And about two-thirds
projected increases in demand, compared to 48% versus the previous
quarter.

Amid the optimism, the partners said they were still facing steep
discounting pressure and a slight increase in expenses, the report
further related.


* Report on Corporate Bankruptcy Reform Expected in December 2014
-----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that in
December 2014, the industry's top professionals are expected to
release a report on how to modernize the aging U.S. Bankruptcy
Code's rules for struggling businesses.

According to the Journal, the report could provide a template for
U.S. lawmakers, should they ever be convinced that Chapter 11's
current rules -- established in 1978 -- don't work efficiently in
today's business world.  About 150 bankruptcy professionals have
been pulled into the effort by the American Bankruptcy Institute,
a restructuring industry trade group.

After about 18 months of listening to testimony from the
industry's brightest minds, commissioners on the project will
enter what Maine bankruptcy attorney Robert Keach described as a
"more deliberative phase," the Journal said.

The report could recommend shifting power among company
executives, shareholders, bankruptcy judges, unions, landlords and
regulators, the Journal related.

It's not an easy task to reform the rules to fit big and small
businesses, the Journal noted.  Among the tough questions: How do
you make it affordable for small businesses? Should some of the
deadlines be extended for company executives to decide what real
estate leases they want to keep? What rule changes would improve
union negotiations?


* Visa, MasterCard $5.7 Billion Swipe Fee Accord Approved
---------------------------------------------------------
Christie Smythe and Chris Dolmetsch, writing for Bloomberg News,
reported that Visa Inc. and MasterCard Inc. won approval for a
$5.7 billion settlement that ended years of litigation with U.S.
merchants over allegations that credit-card swipe fees are
improperly fixed.

According to the report, U.S. District Judge John Gleeson said
that he was satisfied with the settlement, which was estimated to
be the largest-ever U.S. antitrust accord.

"For the first time, merchants will be empowered to expose hidden
bank fees to their customers, educate them about those fees and
use that information to influence their customers' choices of
payment methods," Judge Gleeson wrote in his ruling on Dec. 14 in
federal court in Brooklyn, New York, the report cited.

Once owned by groups of major banks, Foster City, California-based
Visa and Purchase, New York-based MasterCard have defended
themselves for decades against legal claims that they operated
price-fixing schemes, the report related.  Swipe, or interchange,
fees are set by Visa and MasterCard and paid by merchants when
consumers use credit or debit cards.

MasterCard and Visa separated from the banks through initial
public offerings in 2006 and 2008, respectively, the report
further related.  Merchants filed a class-action lawsuit against
the companies and the biggest card-issuing banks in 2005. They
later alleged that the payment networks continued to fix prices
with the banks even after the IPOs.

The case is In re Payment Card Interchange Fee and Merchant
Discount Antitrust Litigation, 05-md-01720, U.S. District Court,
Eastern District of New York (Brooklyn).


* MasterCard to Impose Consumer-Protection Requirements
-------------------------------------------------------
Alan Zibel, writing for The Wall Street Journal, reported that
MasterCard Inc. will impose consumer-protection requirements on
debit cards that many companies use to pay workers amid concerns
employees are being forced to use fee-carrying cards.

According to the report, under MasterCard's rules, employers will
be required to offer workers a choice of whether to receive their
pay on debit cards, via direct deposit or check. The move comes
amid warnings by state and federal officials about the use of so-
called payroll cards.

MasterCard, the second-largest U.S. payments network, is able to
set requirements for banks and other companies that issue debit
cards using its network, the report said.  The rules will go into
effect in July for new issuers of MasterCard-branded payroll
cards, while existing issuers will have to comply by October.

In September, the Consumer Financial Protection Bureau warned
employers and the financial industry that workers must be given a
choice about whether to accept their pay on debit cards, which can
carry high fees, the report recalled.

The issue attracted attention last summer after a former worker at
a Pennsylvania McDonald's Corp. restaurant filed a class-action
lawsuit against the franchise's owners, alleging it didn't offer
employees the chance to be paid by check, the report said.


* Merrill Settles With SEC Over Crisis-Era Bond Deals
-----------------------------------------------------
Jean Eaglesham, writing for The Wall Street Journal, reported that
the regulatory crackdown on the complex mortgage securities that
became a symbol of the financial crisis is almost complete.

According to the report, on Dec. 12, Bank of America Corp. agreed
to pay $131.8 million to settle civil charges its Merrill Lynch
unit misled investors in two mortgage-bond deals.

The settlement took the total sanctions paid to the Securities and
Exchange Commission for alleged misconduct related to the 2008
meltdown to more than $3 billion, the report said.  But there
won't be many deals like this after it.

The SEC has ruled out enforcement action against prominent hedge-
fund firms that helped banks create the complicated mortgage-bond
deals that the hedge-fund firms then bet against, reaping profits
on the wagers when the housing market collapsed, the report
related.

One of those hedge-fund firms, Magnetar Capital LLC, was involved
in helping to create a number of deals that have been the focus of
SEC cases, including the Dec. 12 action against Merrill Lynch, the
report added.  The SEC said investors in the Merrill deals weren't
warned that Magnetar had a "significant influence" in selecting
the assets.


* House Passes Budget Agreement in 332-94 Vote
----------------------------------------------
Janet Hook, writing for The Wall Street Journal, reported that
lawmakers took a step away from the confrontational politics and
brinkmanship that has roiled the economy in recent years, as the
House on Dec. 12 passed a budget bill designed to avoid a
government shutdown next month and relax spending limits in the
next two years.

According to the report, the bill passed with a wide bipartisan
margin, on a vote of 332-94. Voting for the measure were 169
Republicans and 163 Democrats, while 62 Republicans and 32
Democrats voted against.

Approval of the bill, which is expected to pass the Senate next
week, clears the way for a less-glamorous stage of budgeting as
lawmakers set out to make line-by-line spending decisions before
current funding runs out Jan. 15, the report pointed out.

That will be a laborious process, but less politically charged
than what it has taken to pass a bill that raises spending limits
by $62 billion in fiscal 2014 and 2015 to take the edge off the
across-the-board cuts, known as a sequester, due to take effect in
mid-January, the report said.

Negotiated by Rep. Paul Ryan (R., Wis.) and Sen. Patty Murray (D.,
Wash.), the hard-won deal was modest compared with the big budget
plans discussed in recent years -- a reflection of how little
common ground there is between the two parties, the report
related.  But lawmakers welcomed the budget agreement as a
marginal improvement over the status quo.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   ABT CN          129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   ALSWF US        129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   OU1 GR          129.8      (11.3)     (10.7)
ACCELERON PHARMA   0A3 GR           48.4      (19.9)       6.2
ACCELERON PHARMA   XLRN US          48.4      (19.9)       6.2
ADVANCED EMISSIO   OXQ1 GR         106.4      (46.1)     (15.3)
ADVANCED EMISSIO   ADES US         106.4      (46.1)     (15.3)
ADVENT SOFTWARE    ADVS US         454.9     (133.8)     (83.4)
ADVENT SOFTWARE    AXQ GR          454.9     (133.8)     (83.4)
AERIE PHARMACEUT   AERI US           7.2      (22.4)     (11.0)
AIR CANADA-CL A    AIDIF US      9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH GR        9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    AC/A CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH TH        9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 GR       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AIDEF US      9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AC/B CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 TH       9,481.0   (3,056.0)     105.0
AK STEEL HLDG      AK2 TH        3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS* MM       3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS US        3,766.4     (211.8)     394.9
AK STEEL HLDG      AK2 GR        3,766.4     (211.8)     394.9
ALLIANCE HEALTHC   AIQ US          515.6     (131.4)      61.3
AMC NETWORKS-A     9AC GR        2,524.8     (611.9)     790.3
AMC NETWORKS-A     AMCX US       2,524.8     (611.9)     790.3
AMER AXLE & MFG    AYA GR        3,118.5      (46.8)     387.6
AMER AXLE & MFG    AXL US        3,118.5      (46.8)     387.6
AMR CORP           AAMRQ* MM    26,780.0   (7,922.0)     143.0
AMR CORP           ACP GR       26,780.0   (7,922.0)     143.0
AMR CORP           AAMRQ US     26,780.0   (7,922.0)     143.0
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU   ANAC US          44.9       (7.3)      17.0
ANACOR PHARMACEU   44A TH           44.9       (7.3)      17.0
ANACOR PHARMACEU   44A GR           44.9       (7.3)      17.0
ANGIE'S LIST INC   8AL GR          109.7      (23.0)     (24.2)
ANGIE'S LIST INC   8AL TH          109.7      (23.0)     (24.2)
ANGIE'S LIST INC   ANGI US         109.7      (23.0)     (24.2)
ARRAY BIOPHARMA    AR2 TH          152.6      (13.2)      82.3
ARRAY BIOPHARMA    AR2 GR          152.6      (13.2)      82.3
ARRAY BIOPHARMA    ARRY US         152.6      (13.2)      82.3
AUTOZONE INC       AZO US        6,892.1   (1,687.3)    (891.1)
AUTOZONE INC       AZ5 TH        6,892.1   (1,687.3)    (891.1)
AUTOZONE INC       AZ5 GR        6,892.1   (1,687.3)    (891.1)
BARRACUDA NETWOR   CUDA US         236.2      (90.1)     (66.5)
BARRACUDA NETWOR   7BM GR          236.2      (90.1)     (66.5)
BENEFITFOCUS INC   BNFT US          54.8      (43.9)      (3.6)
BENEFITFOCUS INC   BTF GR           54.8      (43.9)      (3.6)
BERRY PLASTICS G   BERY US       5,135.0     (196.0)  (3,393.0)
BERRY PLASTICS G   BP0 GR        5,135.0     (196.0)  (3,393.0)
BOSTON PIZZA R-U   BPF-U CN        156.7     (108.0)      (4.2)
BOSTON PIZZA R-U   BPZZF US        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V   BRPIF US      1,779.0     (131.6)      51.1
BRP INC/CA-SUB V   DOO CN        1,779.0     (131.6)      51.1
BRP INC/CA-SUB V   B15A GR       1,779.0     (131.6)      51.1
BURLINGTON STORE   BUI GR        2,594.2     (421.3)     139.7
BURLINGTON STORE   BURL US       2,594.2     (421.3)     139.7
CABLEVISION SY-A   CVC US        6,482.1   (5,284.1)     342.2
CABLEVISION SY-A   CVY GR        6,482.1   (5,284.1)     342.2
CAESARS ENTERTAI   C08 GR       26,096.4   (1,496.8)     626.7
CAESARS ENTERTAI   CZR US       26,096.4   (1,496.8)     626.7
CANNAVEST CORP     CANV US          10.7       (0.2)      (1.3)
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      15,231.2   (8,370.8)     786.9
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US        1,238.5     (473.0)     143.1
CHOICE HOTELS      CHH US          555.7     (484.7)      79.2
CHOICE HOTELS      CZH GR          555.7     (484.7)      79.2
CIENA CORP         CIE1 TH       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 GR       1,727.4      (83.2)     763.4
CIENA CORP         CIEN US       1,727.4      (83.2)     763.4
CIENA CORP         CIEN TE       1,727.4      (83.2)     763.4
CINCINNATI BELL    CBB US        2,551.7     (687.2)    (147.2)
COMVERSE INC       CNSI US         844.8       (9.4)      (6.1)
COMVERSE INC       CM1 GR          844.8       (9.4)      (6.1)
DENDREON CORP      DNDN US         522.1     (161.2)     207.0
DIRECTV            DTV CI       20,588.0   (6,208.0)    (300.0)
DIRECTV            DIG1 GR      20,588.0   (6,208.0)    (300.0)
DIRECTV            DTV US       20,588.0   (6,208.0)    (300.0)
DOMINO'S PIZZA     EZV GR          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     EZV TH          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     DPZ US          468.5   (1,322.2)      76.9
DUN & BRADSTREET   DB5 TH        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DB5 GR        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DNB US        1,849.9   (1,206.3)    (128.9)
DYAX CORP          DY8 GR           70.6      (38.8)      41.0
DYAX CORP          DYAX US          70.6      (38.8)      41.0
EASTMAN KODAK CO   KODN GR       3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   KODK US       3,815.0   (3,153.0)    (785.0)
ENTRAVISION CO-A   EV9 GR          455.7       (5.6)      78.1
ENTRAVISION CO-A   EVC US          455.7       (5.6)      78.1
EVERYWARE GLOBAL   EVRY US         356.6      (53.9)     142.5
FAIRPOINT COMMUN   FRP US        1,592.6     (406.7)      30.0
FERRELLGAS-LP      FEG GR        1,356.0      (86.6)     (21.3)
FERRELLGAS-LP      FGP US        1,356.0      (86.6)     (21.3)
FIFTH & PACIFIC    LIZ GR          846.2     (213.7)     (64.6)
FIFTH & PACIFIC    FNP US          846.2     (213.7)     (64.6)
FOREST OIL CORP    FST US        1,909.3      (63.1)    (148.3)
FREESCALE SEMICO   1FS TH        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   1FS GR        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   FSL US        3,819.0   (4,526.0)   1,239.0
GENCORP INC        GCY GR        1,750.4     (142.6)     111.1
GENCORP INC        GY US         1,750.4     (142.6)     111.1
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C   BRSS US         576.5      (37.0)     286.9
GLOBAL BRASS & C   6GB GR          576.5      (37.0)     286.9
GOLD RESERVE INC   GDRZF US         23.7       (0.1)     (17.3)
GOLD RESERVE INC   GRZ CN           23.7       (0.1)     (17.3)
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
HALOZYME THERAPE   HALO US         110.1       (3.5)      63.2
HALOZYME THERAPE   HALOZ GR        110.1       (3.5)      63.2
HCA HOLDINGS INC   2BH TH       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   2BH GR       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   HCA US       28,393.0   (7,044.0)   2,352.0
HD SUPPLY HOLDIN   HDS US        6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN   5HD GR        6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A    HOV US        1,664.1     (467.2)     950.2
HOVNANIAN ENT-A    HO3 GR        1,664.1     (467.2)     950.2
HOVNANIAN ENT-B    HOVVB US      1,664.1     (467.2)     950.2
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   IMNP SS           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   EPCTSEK EU        1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP TQ           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP BY           1.0      (16.2)      (8.9)
INFOR US INC       LWSN US       6,515.2     (555.7)    (303.6)
INSYS THERAPEUTI   NPR1 GR          22.2      (63.5)     (70.0)
INSYS THERAPEUTI   INSY US          22.2      (63.5)     (70.0)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN         1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   JE US         1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   1JE GR        1,533.5     (359.8)    (281.4)
L BRANDS INC       LTD GR        6,072.0     (861.0)     613.0
L BRANDS INC       LB US         6,072.0     (861.0)     613.0
L BRANDS INC       LTD TH        6,072.0     (861.0)     613.0
LDR HOLDING CORP   LDRH US          78.7       (0.6)       9.6
LEE ENTERPRISES    LEE US          989.0     (102.6)     (11.9)
LORILLARD INC      LO US         3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV GR        3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV TH        3,555.0   (2,042.0)   1,297.0
MACROGENICS INC    M55 GR           42.2      (10.9)       9.9
MACROGENICS INC    MGNX US          42.2      (10.9)       9.9
MANNKIND CORP      NNF1 TH         287.6     (167.7)    (138.5)
MANNKIND CORP      NNF1 GR         287.6     (167.7)    (138.5)
MANNKIND CORP      MNKD US         287.6     (167.7)    (138.5)
MARRIOTT INTL-A    MAR US        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAQ TH        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAQ GR        6,480.0   (1,409.0)    (776.0)
MARRONE BIO INNO   MBII US          25.6      (47.8)     (12.8)
MDC PARTNERS-A     MDZ/A CN      1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MDCA US       1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MD7A GR       1,365.7      (40.1)    (211.1)
MEDIA GENERAL      MEG US          749.9     (217.2)      36.8
MERITOR INC        AID1 GR       2,570.0     (822.0)     338.0
MERITOR INC        MTOR US       2,570.0     (822.0)     338.0
MERRIMACK PHARMA   MACK US         224.2      (16.6)     139.4
MERRIMACK PHARMA   MP6 GR          224.2      (16.6)     139.4
MIRATI THERAPEUT   MRTX US          18.0      (23.6)     (24.5)
MONEYGRAM INTERN   MGI US        4,923.2     (116.3)      49.2
MORGANS HOTEL GR   M1U GR          572.8     (172.9)       6.5
MORGANS HOTEL GR   MHGC US         572.8     (172.9)       6.5
MPG OFFICE TRUST   MPG US        1,280.0     (437.3)       -
NATIONAL CINEMED   NCMI US         982.5     (217.5)     139.1
NATIONAL CINEMED   XWM GR          982.5     (217.5)     139.1
NAVISTAR INTL      IHR GR        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR TH        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      NAV US        8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   ITH GR          383.0      (50.3)     127.0
NEKTAR THERAPEUT   NKTR US         383.0      (50.3)     127.0
NORCRAFT COS INC   NCFT US         265.0       (6.1)      47.7
NORCRAFT COS INC   6NC GR          265.0       (6.1)      47.7
NORTHWEST BIO      NWBO US           2.4      (16.2)     (16.3)
NYMOX PHARMACEUT   NYMX US           1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NY2 GR            1.4       (6.9)      (2.7)
OCI PARTNERS LP    OCIP US         460.3      (98.7)      79.8
OMEROS CORP        OMER US          12.0      (23.9)      (1.6)
OMEROS CORP        3O8 GR           12.0      (23.9)      (1.6)
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
OPHTHTECH CORP     OPHT US          40.2       (7.3)      34.3
OPHTHTECH CORP     O2T GR           40.2       (7.3)      34.3
PALM INC           PALM US       1,007.2       (6.2)     141.7
PHILIP MORRIS IN   PM US        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PMI SW       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1CHF EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM FP        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 TH       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1 TE       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 GR       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1EUR EU    36,795.0   (5,908.0)      (2.0)
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US       1,088.3      (37.7)     212.1
PLY GEM HOLDINGS   PG6 GR        1,088.3      (37.7)     212.1
PROTALEX INC       PRTX US           2.0       (7.6)      (0.5)
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         465.1      (38.1)      92.3
QUICKSILVER RES    KWK US        1,331.6     (964.5)     234.3
QUINTILES TRANSN   QTS GR        2,842.0     (712.0)     382.8
QUINTILES TRANSN   Q US          2,842.0     (712.0)     382.8
RE/MAX HOLDINGS    2RM GR          252.0      (22.5)      39.1
RE/MAX HOLDINGS    RMAX US         252.0      (22.5)      39.1
REGAL ENTERTAI-A   RGC US        2,508.3     (658.5)      54.0
REGAL ENTERTAI-A   RETA GR       2,508.3     (658.5)      54.0
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
RETROPHIN INC      RTRX US           2.7       (8.5)     (10.7)
REVLON INC-A       RVL1 GR       1,259.4     (619.8)     192.4
REVLON INC-A       REV US        1,259.4     (619.8)     192.4
RINGCENTRAL IN-A   RNG US           48.5      (20.7)     (22.8)
RINGCENTRAL IN-A   3RCA GR          48.5      (20.7)     (22.8)
RITE AID CORP      RTA GR        7,169.0   (2,317.9)   1,943.6
RITE AID CORP      RAD US        7,169.0   (2,317.9)   1,943.6
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US        1,950.1     (303.5)     473.2
SALLY BEAUTY HOL   S7V GR        1,950.1     (303.5)     473.2
SILVER SPRING NE   9SI TH          513.9      (88.9)      76.3
SILVER SPRING NE   9SI GR          513.9      (88.9)      76.3
SILVER SPRING NE   SSNI US         513.9      (88.9)      76.3
SUNESIS PHARMAC    RYIN TH          46.6       (5.8)      11.2
SUNESIS PHARMAC    SNSS US          46.6       (5.8)      11.2
SUNESIS PHARMAC    RYIN GR          46.6       (5.8)      11.2
SUNGAME CORP       SGMZ US           0.1       (2.2)      (2.3)
SUPERVALU INC      SJ1 TH        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SVU* MM       4,738.0   (1,031.0)     154.0
SUPERVALU INC      SJ1 GR        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SVU US        4,738.0   (1,031.0)     154.0
TANDEM DIABETES    TD5 GR           48.6       (2.8)      13.8
TANDEM DIABETES    TNDM US          48.6       (2.8)      13.8
TAUBMAN CENTERS    TU8 GR        3,438.8     (211.5)       -
TAUBMAN CENTERS    TCO US        3,438.8     (211.5)       -
THRESHOLD PHARMA   THLD US         101.0      (17.5)      74.4
THRESHOLD PHARMA   NZW1 GR         101.0      (17.5)      74.4
TOWN SPORTS INTE   T3D GR          408.9      (40.4)      (3.9)
TOWN SPORTS INTE   CLUB US         408.9      (40.4)      (3.9)
TRANSDIGM GROUP    TDG US        6,148.9     (336.4)     998.0
TRANSDIGM GROUP    T7D GR        6,148.9     (336.4)     998.0
ULTRA PETROLEUM    UPL US        2,069.0     (376.8)    (243.9)
ULTRA PETROLEUM    UPM GR        2,069.0     (376.8)    (243.9)
UNISYS CORP        UIS US        2,237.7   (1,509.9)     411.6
UNISYS CORP        UIS1 SW       2,237.7   (1,509.9)     411.6
UNISYS CORP        UISCHF EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        UISEUR EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 GR       2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 TH       2,237.7   (1,509.9)     411.6
VECTOR GROUP LTD   VGR US        1,121.0     (192.6)     316.7
VECTOR GROUP LTD   VGR GR        1,121.0     (192.6)     316.7
VENOCO INC         VQ US           695.2     (258.7)     (39.2)
VERISIGN INC       VRSN US       2,330.0     (493.8)      97.7
VERISIGN INC       VRS TH        2,330.0     (493.8)      97.7
VERISIGN INC       VRS GR        2,330.0     (493.8)      97.7
VINCE HOLDING CO   VNCE US         467.8     (179.1)       7.7
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WTW US        1,408.2   (1,509.4)     (79.8)
WEIGHT WATCHERS    WW6 GR        1,408.2   (1,509.4)     (79.8)
WEST CORP          WT2 GR        3,480.7     (782.6)     349.0
WEST CORP          WSTC US       3,480.7     (782.6)     349.0
WESTMORELAND COA   WLB US          939.8     (280.3)       4.1
WESTMORELAND COA   WME GR          939.8     (280.3)       4.1
XERIUM TECHNOLOG   XRM US          626.9      (25.4)     128.4
XERIUM TECHNOLOG   TXRN GR         626.9      (25.4)     128.4
XOMA CORP          XOMA US          91.0      (13.5)      58.8
XOMA CORP          XOMA GR          91.0      (13.5)      58.8
XOMA CORP          XOMA TH          91.0      (13.5)      58.8
ZOGENIX INC        ZGNX US          54.6      (13.9)       3.1



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***