TCR_Public/131220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, December 20, 2013, Vol. 17, No. 352

                            Headlines

250 AZ: Says Reorganization Plan Is Confirmable
261 EAST: Says Hermes Capital Not Entitled to Vote
261 EAST: Settlement Agreement With MB Financial Approved
22ND CENTURY: Warrant Exchange Cancels 93% of Warrant Liability
56 WALKER LLC: Recovery Depends on Wexford/HPC, INN Claims

ACI WORLDWIDE: S&P Raises CCR to 'BB' & Removes Rating from Watch
ADAYANA INC: McGladrey LLP Approved to Prepare Tax Returns
AGFEED INDUSTRIES: Files Full-Payment Plan & Disclosure Statement
ALLIED IRISH: EBA Recapitalization Exercise 2013
ALLSTATE CORP: Fitch Assigns 'BB+' Preferred Stock Rating

AMERICAN AMEX: Court Approves Ch. 11 Plan, Sale to Braich
AMERICAN MADE TIRES: Voluntary Chapter 11 Case Summary
ANGLO IRISH: Receives Ch. 15 Protection With Opinion Coming Later
APOLLO MEDICAL: Delays Form 10-Q for Oct. 31 Quarter
AURORA DIAGNOSTICS: Taps Evercore, Kirkland for Advice

B&G FOODS: S&P Raises Rating to 'BB-' & Removes From CreditWatch
BALENTINE LP: Beacon to Conduct Foreclosure Sale on Jan. 8
BERGENFIELD SENIOR HOUSING: To Seek Plan Confirmation Jan. 14
BIOLIFE SOLUTIONS: Inks Note Conversion Agreements with Investors
BORNEO RESOURCE: Executes Debt Restructuring Agreement

BROWN PUBLISHING: Dist. Court Wants Briefings in KLG Appeal
BUCKINGHAM SRC: Triangle Buys Flux Producer in Debt Swap
BUFFALO GROVE DOMINICK'S: Shoppers Line Up for Liquidation Sale
CAP*ROCK: Failed Bidder Settles Suit for $2.5 Million
CASA CASUARINA: Has Until Dec. 28 to Propose Chapter 11 Plan

CIRCLE STAR: Posts $72,000 Net Income in Oct. 31 Quarter
COMIDA MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
CONAGRA FOODS: Lead Paint Ruling No Impact on Fitch's Rating
CONSTAR INTERNATIONAL: In Ch. 11 for 3rd Time, to Sell to Amcor
COYOTE MOON: Files for Chapter 11 in California

CYANCO INTERMEDIATE: Moody's Retains Ratings Over Upsized Loan
D & L ENERGY: Court Declined to Extend Exclusivity
DELTA AIR: S&P Raises CCR to 'BB-', Off Watch Positive
DEMCO INC: May Borrow $1MM From Nat'l Environmental Safety
DESIGNLINE CORP: Trustee Has Until Jan. 3 to Decide on Leases

DETROIT, MI: Seeks to Pay UBS, BofA $230 Million to End Swaps
DETROIT, MI: As Bond Insurers Drop Objections, Ch. 9 Progresses
DETROIT, MI: Bankruptcy Judge Suspends Hearing on Swaps Deal
DETROIT, MI: Christie's Values Art at Up to $867 Million
DTS8 COFFEE: Incurs $94,000 Net Loss in Oct. 31 Quarter

DUMA ENERGY: Scaturro Pasquale 13.9% Owner as of Dec. 9
DUNE ENERGY: Strategic Value Held 25.1% Equity Stake at June 28
EDISON MISSION: Second Modified Plan Filed
ELCOM HOTEL: Homeowners' Association Buys One Bal Harbor Resort
ENCYCLE/TEXAS: Former Asarco Unit to Be Auctioned Off Jan. 17

EQUINIX INC: Moody's Affirms 'Ba3' CFR & Alters Outlook to Stable
ESSENTIAL POWER: Moody's Lowers 1st Lien Debt Rating to 'Ba3'
FAIRMONT GENERAL: Ombudsman Hires Greenberg Traurig as Counsel
FAIRMONT GENERAL: Ombudsman Hires SAK Management as Advisor
FIRSTMED EMC: Six Companies File for Liquidation

FINJAN HOLDINGS: Unit Sues Proofpoint Over Infringement Claims
FIRST DATA: Offering $725 Million of Senior Subordinated Notes
FIRTH RIXSON: Moody's Affirms B3 CFR & Alters Outlook to Negative
FISKER AUTOMOTIVE: Judge Approves Additional Financing
FLORIDA GAMING: Bankruptcy Sale Procedures Approved

FOCUS RED MANGO: Osbornes Tied to Operator Facing Bankruptcy
FRONTIER COMMUNICATIONS: Fitch Lowers IDR & LT Debt Ratings to BB
FRONTIER COMMUNICATIONS: Moody's Reviews 'Ba2' CFR for Downgrade
FURNITURE BRANDS: Exclusive Periods Extension Sought
GENESIS DEVELOPMENTS: Case Summary & 7 Unsecured Creditors

GHORI NO. 1 CAB: District Court Won't Stay Ch.7 Conversion Order
GREEN FIELD ENERGY: KEIP & KERP Seal Approval Sought
GYMBOREE CORP: Moody's Lowers CFR to 'Caa1'; Outlook Stable
HARRISBURG, PA: State Sells Parking Bonds to Aid Recovery Plan
HOLT DEVELOPMENT: Hearing on Cash Use Continued Until Jan. 14

HOLT DEVELOPMENT: Jan. 14 Hearing on Bank's Bid for Stay Relief
IMG WORLDWIDE: S&P Puts 'B' CCR on Watch Negative Over Sale Deal
INTERPUBLIC GROUP: S&P Retains 'BB+' Sr. Unsecured Notes Rating
IPC INTERNATIONAL: Has Until March 7 to Propose Chapter 11 Plan
IQOR HOLDINGS: S&P Puts 'B' CCR on CreditWatch Developing

KENAN ADVANTAGE: Moody's Rates New USD Tranche D Term Loan 'Ba2'
LABORATORY PARTNERS: HHS Fears MedLab Sale May Run Afoul Of HIPAA
LEE'S FORD: Has Access to Cash Collateral Until Jan. 10
LEE'S FORD: Secured Creditors Balk at $500,000 Loan From CTB
LINN ENERGY: Moody's Raises Corp. Family Rating to 'B1'

LONE PINE: Completes Disposition of Non-Operated Assets
LUMEA INC: Green Planet to File Unaudited Financial Statements
MATTESON, IL: Moody's Cuts Gen. Obligation Debt Rating to 'B1'
McEWEN.65 LLC: Voluntary Chapter 11 Case Summary
MCGRAW-HILL SCHOOL: Loan Increase No Impact on Moody's Ratings

MICHAELS STORE: Moody's Rates $260MM Sr. Subordinated Notes 'Caa1'
MICROVISION INC: Offering $25 Million of Securities
MGM RESORTS: Offering $500 Million of Senior Notes Due 2014
MGM RESORTS: Fitch Rates Proposed $500MM Unsecured Notes 'B+'
MONTREAL MAINE: Fortress Unit to Be Lead Bidder at Jan. 21 Auction

NAVISTAR INTERNATIONAL: To Release Fiscal Q4 Results Today
NEW YORK CITY OPERA: Can't Pay Back Workers, Ticketholders
NRG ENERGY: Fitch Affirms and Withdraws Issuer Default Ratings
NUVILEX INC: Incurs $5.6 Million Net Loss in Oct. 31 Quarter
OCZ TECHNOLOGY: Hercules Gets $9MM in Loan Repayment Proceeds

OPTOMETRY MANAGEMENT: Case Summary & 20 Top Unsecured Creditors
ORCHARD SUPPLY: Shoots Down IRS Objection to Chapter 11 Plan
OSHKOSH CORP: S&P Raises CCR to 'BB+'; Outlook Stable
PACIFIC GOLD: Limits Note Conversions to $1,000 Per Week
PARKSIDE MINSHENG: Voluntary Chapter 11 Case Summary

PEM THISTLE LANDING: Files for Chapter 11 in Delaware
PEREGRINE FINANCIAL: Futures Customers to Receive $41 Million
PERSONAL COMMUNICATIONS: Has Until March 17 to Decide on Leases
PLEASANTVILLE MECHANICAL: Case Summary & Top Unsecured Creditors
PREFERRED PROPPANTS: Moody's Cuts CFR to 'Caa3'; Outlook Negative

PRESBYTERIAN HOMES: S&P Withdraws 'B+' Rating on Revenue Bonds
QUALITY STORES: Benefits Trade Group Defends FICA Tax Refund
QUICKSILVER RESOURCES: 2011 Filing Omitted Schedules
RESIDENTIAL CAPITAL: Strikes Deals Resolving Borrower Claims
RIH ACQUISITIONS: Atlantic Club Casino Wins Approval for Bonuses

RIH ACQUISITIONS: Bidding Continues at Chapter 11 Auction
ROSETTA GENOMICS: Executive Officers Plan to Sell Securities
SB PARTNERS: Reports $272,800 Net Loss in First Quarter
SEAWORLD PARKS: S&P Raises CCR to 'BB' & Removes Rating From Watch
SEALED AIR: Moody's Rates New $524.5MM Secured Term Loan 'Ba1'

SEQUENOM INC: Amends Stock Options of Dr. Ronald Lindsay
SHILO INN, TWIN FALLS: Plan Outline Hearing Continued to Jan. 23
SHS SERVICES: Sears Canada Supplier Goes Into Receivership
SOUTHERN TITLE: Sent to Liquidation by Insurance Commission
SPECIALTY PRODUCTS: Judge Could Rethink Asbestos Deadline

ST. FRANCIS HOSPITAL: Files for Chapter 11 for Sale
STEWARD HEALTH: S&P Lowers Rating to 'B-'; Outlook Stable
STRATUS MEDIA: Five Directors Quit Amid Change of Focus
SUBURBAN PROPANE: Moody's Affirms 'Ba2' CFR; Outlook to Stable
T-MOBILE USA: Moody's Rates $1 Billion Sr. Unsecured Notes 'Ba3'

T3 MOTION: Adam Benowitz 10.3% Owner as of Dec. 13
TOWER GROUP: Fitch Comments on Adverse Reserve Development
TWIN RIVER: Moody's Puts All Ratings on Review for Downgrade
UNITED AMERICAN: Shareholders Elect Seven Directors
USEC INC: Agrees with Noteholder Group to Pursue Restructuring

VIGGLE INC: Acquires Wetpaint for $30 Million
WARNER SPRINGS: District Court Dismisses Debt Acquisition Appeal
WINECARE STORAGE: Converted to Chapter 7 Liquidation
WOLF MOUNTAIN: Files List of 20 Largest Unsecured Creditors
WOLF MOUNTAIN: Employs Anna W. Drake as General Counsel

WPCS INTERNATIONAL: Incurs $473,000 Net Loss in Second Quarter
Z TRIM HOLDINGS: Enters Into Strategic Alliance Agreement

* Charitable Contributions Over 15% Are All Recoverable
* Lender Has the Burden of Proof on Lien Validity

* Credit Suisse Sued by N.J. Over $10 Billion in Mortgages
* Fed Said to Delay Bank Leverage Cap Until Basel Completed
* First-Year Law School Enrollment Drops to 36-Year Low
* Moody's Says B3 Neg. & Lower CFR List Remains in Narrow Range

* McGlinchey Stafford Earns Regional Rankings in Bankruptcy Law
* Oswalt Law Group Ariz. Trial Attorneys Launch New Firm Web Site

* Gropper, Peck to Retire From New York Bench

* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970


                            *********


250 AZ: Says Reorganization Plan Is Confirmable
-----------------------------------------------
250 AZ, LLC, debunked secured creditor RREF II DFC Acquisition,
LLC's claims that the Debtor's Chapter 11 Plan of Reorganization
is unconfirmable on its face.  The Debtor did indicate though that
there will be changes to the Plan documents to address objections.

RREF has asked the Court to deny approval of the disclosure
statement explaining the Debtor's First Amended Plan because the
Plan cannot be confirmed under 11 U.S.C. Sec. 1129.

Dennis M. Breen, III, Esq., at Breen, Olson & Trenton, LLP,
counsel for the Debtor, said RREF's objections should be
overruled:

   1. According to RREF, the Plan requires partial releases of
RREF's collateral contrary to the deeds of trust securing its
debt.  The Debtor may not obtain partial releases of RREF's
collateral without RREF's consent.  An exhibit to the Plan lists a
sale of a portion of the collateral property located at 3390 W.
Ina Road, Tucson, Arizona, in year 3 and a subsequent sale of the
collateral property located at 3391 W. Ina Road, Tucson, Arizona,
in year 4.  The listed sale price for each property is less than
RREF's filed claim.  This treatment violates 11 U.S.C. Sec.
1129(b)(2)(A)(i)(I), according to RREF.

      The Debtor says that having multiple options does not make
the Plan unconfirmable.  According to the Debtor, the projected
sale in year 3, and another projected sale in year 4, is
illustrated only as a "plausible option".  If RREF chooses not to
agree to the sales, the Debtor will adopt other financing
arrangements at that time and allow RREF to continue to receive
the proposed payments pursuant to the Plan.

   2. RREF says the Plan provides treatment of its secured claim
based upon the Debtor's appraisal rather than the higher figure
tentatively found by the Court after conducting an evidentiary
hearing on valuation.  The Plan fails to adopt the valuation
ultimately found by the Court in its upcoming order on valuation
of RREF's collateral and thus violates 1129(b)(2)(A)(i)(II), says
RREF.

     In response, the Debtor seeks to clarify that it is adopting
the value found by the Court during the evidentiary hearing on
valuation.  Accordingly, Exhibit "I" will be updated to reflect
the value found by this Court in an upcoming order, rather than
the estimated $3,500,000 set forth in the proposed Plan.  The
actual amount determined by the court was $3,567,500.

   3. RREF notes that the Plan indicates that no interest payments
will be made on the secured claim during the first year.  The
failure to pay interest results in a failure to provide a note
which has a present value equal to the amount of the secured claim
and thus this treatment violates 1129(b)(2)(A)(i)(II), according
to RREF.

      According to the Debtor, payments will be made during the
first year as illustrated in Exhibit "E", the language of the
Plan, Section 3.12.3.2 and the Disclosure Statement Section
5.12.3.2 will be adjusted accordingly to clearly indicate such.

                    Another Creditor Objects

Aside from RREF, Susan S. Courtney, a secured creditor, also
claims the Plan cannot be confirmed.  Ms. Courtney says the
proposed payment of pre-petition delinquent property taxes over
the term of the Plan with interest at the statutory rate of 16% --
rather than such taxes being paid in full on the effective date of
the Plan -- is impermissible.

                     The Chapter 11 Plan

As reported in the Nov. 13, 2013 edition of the TCR, the Debtor
filed a Chapter 11 plan that proposes to pay the allowed secured
claim of the first mortgage holder on each rental property and on
the development parcels.  Unsecured creditors will each claim pro
rata share of funds allocated for the class (a minimum of $10,000
per year over a five-year period).

A full-text copy of the First Amended Disclosure Statement dated
Nov. 4, 2013, is available for free at:

             http://bankrupt.com/misc/250_AZ_1ds.pdf

                        About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., and John
E. Olson, Esq. at Breen Olson & Trenton, LLP as counsel.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


261 EAST: Says Hermes Capital Not Entitled to Vote
--------------------------------------------------
The Bankruptcy Court will convene a hearing on Jan. 15, 2014, at
9:45 a.m., to consider the request of 261 East 78 Realty
Corporation for an order (1)expunging or disallowing the claim of
Hermes Capital, LLC, in its entirety or reclassifying the Hermes
Claim, if allowed, as a general, non-priority unsecured claim and
(2) estimating the Hermes Claim at $0 for voting purposes in
connection with the Debtor's First Amended Plan of Reorganization
such that the Hermes Claim will not be entitled to vote on the
Plan.

The Debtor explained that in order for Hermes to have any secured
claim under either (a) the Subordination Agreement or (b) Section
506(a) of the Bankruptcy Code, the Debtor's property would have to
have a current value in excess of $17,674,827, the allowed amount
of MB's secured claim as of the Petition Date.

                          About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.


261 EAST: Settlement Agreement With MB Financial Approved
---------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York on Nov. 27, 2013, approved a
settlement agreement between 261 East 78 Realty Corporation, and
MB Financial Bank, N.A.

Pursuant to the MB Settlement Agreement, the Debtor has a limited
in time right to satisfy the $10.7 million to $11 million secured
portion MB's claim of more than $17 million in the aggregate,
while MB was also allowed therein an unsecured claim in the
Debtor's estate for $6,974,827.

                    The Settlement Agreement

As reported in the Troubled Company Reporter on Nov. 29, 2013,
according to papers filed with the Court, MB has filed in the
Debtor's Chapter 11 case a secured claim in the amount of
$17,674,827 plus continuing default rate interest, advances,
costs and legal fees thereon.

On Jan. 2, 2013, the Debtor filed Adversary Proceeding No. 13-
01000 against MB, alleging various claims against MB arising out
of alleged lender liability related acts (the "Lender Liability
Action").  MB initially moved to dismiss the complaint, after
which the Debtor amended its complaint.  On July 17, 2013, MB
filed an answer to the amended complaint, essentially denying all
of the allegations contained therein.  The matter was set down for
discovery and is currently in the discovery stage.

The Debtor submits that approval of the MB Settlement Agreement is
in its best interest since the agreement materially reduces MB's
secured claim against the Property, waives its rights to
distribution on its almost $7 million deficiency unsecured claim
and allows the Debtor a realistic opportunity to confirm a plan
which will result in distributions to all of the Debtor's
creditors.

Absent the settlement, MB's secured claim, if allowed in full,
would materially diminish if not wholly eliminate any return to
the Debtor's creditors or its estate or, at a minimum, the estate
will incur additional risk, cost, time delay and expense of
prosecuting the Lender Liability Action.

The MB Settlement Agreement further provides that in the event a
final, non-appealable order confirming the First Amended Plan is
not entered within 90 days after the execution of the MB
Settlement Agreement, upon five-days' notice served on the Debtor
and creditors and filed with the Court, MB Financial will be
entitled to relief from the automatic stay, without further order
of the Bankruptcy Court, to resume the Foreclosure Action.
Accordingly, by the motion, the Debtor seeks conditional relief
from the automatic stay in favor of MB to effectuate the terms of
the MB Settlement Agreement.

A summary of the terms of the MB Settlement Agreement is available
at http://bankrupt.com/misc/261east.doc147.pdf

The Court also ordered that objections filed by Hermes Capital,
LLC have been overruled.

In a response to the objection of Hermes, MB Financial said that
Hermes ignored the central purpose and benefit of the settlement
agreement -- the resolution of all pending litigation between the
Debtor and MB Financial and the agreement to fix MB Financial's
allowed secured claim in the amount of $10.7 or $11 million.

MB Financial added that without the settlement agreement, the
Debtor will be forced to continued the lender liability adversary
proceeding and contested Chapter 11 plan process at a great
expense to the estate and with no guarantee of success.

The Debtor, in its response to Hermes objection, stated that
Hermes appears to not even be a lawful creditor of the Debtor.

Hermes objected to the settlement agreement, arguing that the deal
was premised entirely upon the exclusive options written entirely
and solely in favor of the Debtor and its professionals with
regard to the satisfaction of the first mortgage obligations owed
to MB.

                          About 261 East

261 East 78 Realty Corp. owns real property located at 261 East
78th Street, in New York.  The premises consist of seven
commercial units, three of which are currently occupied.  261 East
78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-15624) on Dec. 6, 2011.  The case was assigned to Judge
Robert E. Gerber.  The Chapter 11 filing was precipitated by the
commencement of foreclosure proceedings on the premises.  The
Debtor scheduled $20.2 million in assets and $18.8 million in
liabilities.  The petition was signed by Lee Moncho, president.

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as
counsel.

Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New
York, N.Y., represents MB Financial Bank, N.A., as counsel.


22ND CENTURY: Warrant Exchange Cancels 93% of Warrant Liability
---------------------------------------------------------------
22nd Century Group, Inc., said its warrant exchange was a huge
success greatly exceeding management's expectations.  The warrant
exchange reduced 22nd Century Group's "derivative warrant
liability" by 93 percent and generated gross proceeds of
approximately $3.6 million for the Company.

As reported last month, the primary purpose of the warrant
exchange was to reduce 22nd Century Group's "derivative warrant
liability" through the exercise or amendment of the Company's
outstanding warrants in order for the Company to have sufficient
stockholders' equity to up-list its common stock to a national
securities exchange - such as NASDAQ or NYSE.  Many institutional
investors and retail brokers looking to build a position in 22nd
Century Group stock cannot buy OTC Bulletin Board stocks.

As of Dec. 13, 2013, 22nd Century Group had total assets of
approximately $12 million, which includes approximately $6.2
million in cash, and only $700 thousand in current liabilities.
The Company's only long-term liability is its "derivative warrant
liability," which due to the warrant exchange has been reduced
from $18.6 million to approximately $1.2 million.

22nd Century Group's $6.2 million cash balance reflects $3.2
million the Company has already invested and paid in full for the
equipment at its manufacturing facility.  As reported in early
December, the Company's management believes that having its own
factory will create tremendous shareholder value since costs will
be reduced and control, production and exports of its
differentiated tobacco products will be greatly facilitated.

John Brodfuehrer, 22nd Century's Group's CFO, stated, "We now have
approximately $10 million of net stockholders' equity, which is
more than sufficient to qualify for an up-listing to a national
securities exchange."

22nd Century Group currently has 56,691,897 shares of common stock
issued and outstanding, including the approximate 5.5 million
shares the Company issued as a result of the warrant exchange.
Approximately 5.3 million shares of common stock issued during the
warrant exchange were from the exercise of warrants on a cash
basis.  These shares cannot be sold for 6 months pursuant to Rule
144.

The Company currently has approximately 10.6 million warrant
shares outstanding.  Of these, 6.25 million have a purchase price
of $1.96 to $2.40 and 4.1 million are owned by the Company's
management.

The Company's Series-A warrant holder, which is an institutional
investor, has only 225,798 warrant shares remaining, as compared
to approximately 3.67 million warrant shares as of Sept. 30, 2013.
There are no Series-B or Series-C warrants outstanding.

Joseph Pandolfino, Founder and CEO of 22nd Century's Group stated,
"We are now well positioned to up-list to a national securities
exchange; the only qualification remaining is our share price
which we expect to appreciate over the next 60 days since many
catalysts are on the horizon as we continue to execute our
business plan."

Chardan Capital Markets, LLC, acted as the financial advisor for
22nd Century Group's warrant exchange.

                         About 22nd Century

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

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

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


56 WALKER LLC: Recovery Depends on Wexford/HPC, INN Claims
----------------------------------------------------------
56 Walker LLC, owner of a 6-story building at the Tribeca West
Historic District section of lower Manhattan, has a liquidating
Chapter 11 plan that contemplates the sale of the property to
Project 56 Walker LLC as there were no other qualified bidders for
the property.

The Debtor filed its proposed Second Amended Liquidating Chapter
11 Plan on Dec. 9, 2013.  The Debtor filed its First Disclosure
Statement on Dec. 10, 2013.

The Debtor has signed a deal to sell the assets to Project 56
Walker for $18 million, absent higher and better offers.  The
Debtor implemented bidding procedures and served notice of the
auction but no other qualified bids were received by the deadline.

The Debtor is simultaneously seeking approval of the sale of the
property and confirmation of the Plan.  Closing of the sale will
be contemporaneous with the occurrence of the effective date of
the Plan.

The Plan will be funded with (a) the net proceeds from the sale of
the property, after the payment of all costs of closing, including
but not necessarily limited to, broker's commission, other typical
and customary closing costs, certain administrative claims, and
(b) all remaining cash, if any, on hand at the time of
distribution.

"The Purchase and Sale Agreement currently pending approval by the
Court is for $18 million dollars which is an amount sufficient to
satisfy all Allowed Administrative, Priority and Secured Claims
based upon the Debtor's estimates of Allowed Claims, with a
potentially significant, if not 100%, distribution to unsecured
creditors and a return to equity.  However, depending on the
amount of Allowed Claims, as finally determined by the Bankruptcy
Court or as agreed by the Debtor and its creditors, the net
proceeds of sale of the Property may not be sufficient to satisfy
all Allowed Claims in full, according to the Disclosure Statement.

                        Claims and Interests

Under the Plan:

  -- Administrative claims of professionals, including the fees of
DDWWW, estimated at $200,000 and the broker's commission, expected
at $1.08 million, as well as the receiver's fees, will be paid in
full

  -- MB Financial's secured claim, if allowed, will be paid in
full in cash and will accrue interest pursuant to the loan
documents.  In the event the allowed secured claim is greater than
the "distribution fund", MB Financial will not be entitled to
post-Petition Date interest and any claim by MB Financial for
post-Petition Date legal fees, to the extent allowed, will be
treated as an unsecured claim.  MB Financial's secured claim has
been filed for $15 million but continues to increase as a result
of interest accruals, legal fees and protective advances.

   -- The allowed secured claim of Wexford/ HPC, if any, will be
paid in full to the extent allowed after payment of MB Financial's
secured claim.  The Debtor avers that the claim should be
disallowed because Wexcford/ HPC has failed to timely file a
claim.  If late filing is allowed, the Debtor believes the
acclaims should be $0 as a result of the Debtor's significant
lender liability claims against Wexford/ HPC.  The Debtor believes
Wexford/ HPC would assert a $1.5 million claim.

   -- The allowed secured claims of the holders of liens,
including holders of valid unexpired mechanics' liens and judgment
liens, expected to be $1 million, will be paid in full with
interest after payment of MB Financial's and Wexfor/HPC's secured
claims, if allowed.

   -- The allowed unsecured claims will receive a pro rata portion
of the remaining proceeds of the distribution fund, if any, up to
100% of the allowed claims plus post-Petition Date interest at the
federal judgment rate, after payment of administrative claims and
secured claims.  The unsecured claims are estimated at $4.88
million (which includes an anticipated compromised rejected damage
claim (not yet filed) of INN World Report in the estimated
compromised amount of $1.2 million and a disputed $1.78 million
claim asserted by creditor J.P. Lombardi Architects).

   -- Guy Morris (currently an individual Chapter 11 debtor and
debtor-in-possession in a bankruptcy case pending in Colorado
Bankruptcy Court (Case No. 13-11238)), holder of the equity
interest in the Debtor, will receive the remaining proceeds of the
distribution fund.

The Debtor is rejecting an unexpired long term lease agreement
with INN World Report.  The Debtor has been diligently negotiating
with INN in order to ensure the vacatur of the property by INN in
advance of the sale.  Initially INN indicated that it intended to
file a $3.9 million rejection damage claim.  The Debtor is
optimistic that it will be able to negotiate the peaceful
surrender of the leased premises in exchange for a substantially
lower rejection damage claim which it estimates at approximately
$1.2 million.

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

    http://bankrupt.com/misc/56_Walker_1stAm_Plan_Outline.pdf

                        About 56 Walker LLC

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.


ACI WORLDWIDE: S&P Raises CCR to 'BB' & Removes Rating from Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Naples, Fla.-based ACI Worldwide Inc. to 'BB'
from 'BB-' and removed the rating from CreditWatch, where it had
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 $300 million senior unsecured notes due 2020 to 'BB'
from 'BB-' and removed it from CreditWatch.  The '3' recovery
rating remains unchanged and indicates S&P's expectation for
meaningful recovery (50% to 70%) in the event of payment default.

"We base our upgrade primarily on our reassessment of ACI's
surplus cash, which, when netted against its adjusted debt
balance, results in leverage in the low-3x area at Sept. 30, 2013,
pro forma for acquisitions," said Standard & Poor's credit analyst
Christian Frank.

The ratings reflect the company's "intermediate" financial risk
profile, which indicates S&P's view that leverage is likely to
fall below 3x during the next few quarters, based on EBITDA
growth.  The ratings also incorporate S&P's assessment of its
financial policy as "negative", reflecting its view that there is
event risk for acquisitions not captured in S&P's base-case
scenario, which could result in leverage in the 3x to 4x range.
S&P views the company's business risk profile as "fair" because of
its modest market position in the global payments industry.

The stable outlook reflects S&P's expectation that the embedded
nature of ACI's products within its customers' operations and high
recurring revenue are likely to result in stable operating
performance over the next 12 months.

S&P could lower the rating if large acquisitions or shareholder
returns cause leverage to be sustained above the 4x area.

Although unlikely over the next 12 months, S&P could raise the
rating if the company moderates its financial policy such that it
expects leverage to be maintained below 3x.


ADAYANA INC: McGladrey LLP Approved to Prepare Tax Returns
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized Adayana, Inc., to employ McGladrey LLP as tax
professional nunc pro tunc to Nov. 18, 2013.  The Court also
approved the Debtor's proposed interim compensation procedures.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
McGladrey LLP is expected to prepare the Debtor's federal income
tax and resident state income tax returns, plus additional tax
returns, if any.

Based upon McGladrey LLP's previous experience in providing tax
advisory services to the Debtors and their companies, McGladrey
LLP estimates that the costs of their services will be roughly
$25,000 to $35,000 for preparation of fiscal year 2013 federal,
state and local tax returns and $45,000 to $60,000 for work to be
performed in 2014, due to various tax issues related to the
bankruptcy.

McGladrey LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the Debtor's petition date, McGladrey LLP provided tax,
assurance and advisory services to the Debtor and its companies.
McGladrey LLP was owed a balance of approximately $10,000 for
prior tax and accounting work performed by McGladrey in 2013.  The
balance has been written-off by McGladrey LLP.  Therefore, there
are no outstanding obligations between the Debtor and McGladrey.

The Debtor and McGladrey requested that the Court adopt certain
interim compensation procedures to ease the financial strain of
quarterly or a single fee application places on the Debtor and the
expense of filing interim fee applications. Those proposed
procedures are as follows:

   (a) from time to time, McGladrey LLP will provide the Debtor
       with a statement McGladrey LLP's services and expenses
       incurred during the previous period (a "Fee Statement").
       The Debtor will have seven days after receiving the Fee
       Statement to give McGladrey LLP any notice of objection to
       the fees and expenses contained in such Fee Statement.  If
       the Debtor does not object to the Fee Statement, McGladrey
       LLP will file the Fee Statement and serve the Fee Statement
       on the Debtor's service list;

   (b) after the filing of the Fee Statement, the Debtor will be
       authorized to pay from the cash from operations 80% of the
       fees and 100% of the expenses set forth in the Fee
       Statement on an interim basis and subject to final
       allowance by the Court;

   (c) McGladrey LLP may file periodic interim fee applications in
       accordance with Section 331 of the Bankruptcy Code which
       will incorporate any Fee Statement filed prior to such
       application, including those to which there may have been
       an objection, for which McGladrey LLP may seek interim
       payment and allowance of the 20% of fees incurred but not
       yet paid (the "Holdback Amount"); and

   (d) nothing in the proposed interim compensation procedures
       shall affect the rights of any party-in-interest to object
       to an interim or final fee application filed by McGladrey
       LLP.

Lawrence Keyler, partner of McGladrey 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.

                        About Adayana, Inc.

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

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

Adayana, along with its two subsidiaries, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No.
13-10919) on Oct. 14, 2013.  The Debtor disclosed $12,021,283 in
assets and $14,872,941 in liabilities as of the Chapter 11 filing.

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

Nancy J. Gargula, the U.S. Trustee for Region 10, was unable to
appoint an official committee in the Debtors' case.


AGFEED INDUSTRIES: Files Full-Payment Plan & Disclosure Statement
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AgFeed Industries Inc., a hog producer in the U.S.
and China before the assets were sold, filed a proposed Chapter 11
plan on Dec. 18 showing all creditors as being paid in full, with
interest.

According to the report, when creditors are fully paid, the
surplus will go to shareholders.

The plan was accompanied by disclosure materials discussing in
part what the U.S. Trustee called "massive fraud" in the company's
Chinese operations that went undetected for years.

According to the U.S. Trustee, managers of the subsidiary in China
created multiple sets of accounting books while reporting
fictitious sales and receivables.

The draft disclosure statement so far doesn't include a
liquidation analysis and there are blanks where creditors later
will be told the total amount of their claims and cash balance
after the sales.

The plan will create a trust to prosecute lawsuits and collect
remaining assets.

                      About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.


ALLIED IRISH: EBA Recapitalization Exercise 2013
------------------------------------------------
Allied Irish Banks, p.l.c., notes of the Dec. 16 announcements
made by the European Banking Authority (EBA) and the Central Bank
of Ireland (CBI) regarding the information of the EU-wide
Transparency Exercise 2013 and fulfilment of the EBA Board of
Supervisors decision.

To view the published results including the EBA disclosure
templates for AIB, see http://www.aib.ie/investorrelations

                2013 EU-wide Transparency Exercise

In May 2013 the EBA adjusted the timeline of the next EU-wide
stress test so to conduct the exercise in 2014 once the asset
quality reviews are completed.  However, to ensure transparency
and comparability over the years, the EBA's Board of Supervisors
decided to provide, in the second half of 2013, appropriate
disclosure on the actual exposures of the EU banking sector.  In
its October meeting the BoS agreed on the form and scope of the
transparency exercise to be conducted in November/December 2013 to
assure a sufficient and appropriate level of information for
market participants.

The sample of the exercise includes 64 banks and for each of them
the following set of information was collected for disclosure:

   i. Composition of capital

  ii. Composition of RWA by risk type

iii. Exposures to sovereigns (central, regional and local
      governments) in EEA (direct and indirect exposures by
      maturity buckets and country)

  iv. Credit risk exposures (defaulted and non-defaulted) and RWAs
      by country with breakdowns for Institutions, Commercial RE,
      Retail & Corporate; displayed by regulatory approach (A-IRB,
      F-IRB, STA)

   v. LTV per portfolio, value adjustments and provisions

  vi. Market risk and securitisation exposures

AIB has c.521 billion ordinary shares, 99.8 percent of which are
held by the National Pensions Reserve Fund Commission (NPRFC),
mainly following the issue of 500 billion ordinary shares to the
NPRFC at EUR0.01 per share in July 2011.

This statement should be considered in parallel with AIB's Half
Yearly Financial Report for 2013 and Interim Management Statement
of 14 November 2013, copies of which including full disclosures
and notes to the financial statements can be found at the
following link www.aibgroup.com/investorrelations

                     About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


ALLSTATE CORP: Fitch Assigns 'BB+' Preferred Stock Rating
---------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Allstate's issuance
of preferred stock. At the same time, Fitch affirmed the 'A-'
Issuer Default Rating (IDR) of The Allstate Corporation (Allstate)
as well as the 'A+' Insurer Financial Strength (IFS) ratings of
Allstate Insurance Co. and its property/casualty subsidiaries, and
the 'A-' IFS ratings of Allstate Life Insurance Co. and the other
life subsidiaries (Allstate Financial). The Rating Outlook is
Stable. A full list of ratings follows at the end of this release.

Key Rating Drivers:

Allstate's market position as a top tier personal lines writer,
good property/liability underwriting performance and progress on
the restructuring of the life insurance operations all support the
current ratings. Favorably, capitalization at the operating
subsidiaries improved modestly and Allstate's recapitalization
during 2013 incrementally lowered financial leverage. Balanced
against these strengths are elevated levels of risky assets at the
life operation and challenges associated with undertaking a
strategic shift in the life operations.

In December, Allstate will issue $135 million of 6.625% fixed rate
perpetual non-cumulative preferred stock as part of its
recapitalization plan. Proceeds from the issuance will go toward
general corporate purposes. Based on its rating criteria, Fitch
has assigned 100% equity credit to the preferred stock and has
added one notch to the rating relative to standard notching to
reflect more aggressive loss absorption features.

Similar to previously issued preferred stock, the security has no
stated maturity, dividends are non-cumulative, and the company has
the option to defer them at their discretion. In addition, the
security has a mandatory deferral feature that requires deferral
if certain capital ratios or operating results are breached. Fitch
believes the mandatory deferral could be triggered before there is
significant stress in the organization. Therefore, it deems the
features as having more aggressive loss absorption.

Pro forma financial leverage ratio as of Sept. 30, 2013 was 23.6%
and remained appropriate for the current rating category relative
to Fitch's median guideline of 28%. This ratio reflects the equity
credit assigned to the new and existing preferred stock as well as
excludes unrealized investment gains on fixed income securities
from shareholders' equity.

Allstate has the second leading market position in both private
passenger auto and homeowners insurance with an approximate market
share of 10% measured by premium written. State Farm Mutual
Automobile Insurance Co. remains the largest with market share
near 20%.

Underwriting results for Allstate's property/liability business
were favorable with a GAAP combined ratio of 93.1% for the first
nine months of 2013 relative to 95.5% for the full year 2012.
Fitch believes this ratio may deteriorate somewhat in the fourth
quarter due to Midwest storm losses. Personal standard auto
accounts for approximately two-thirds of property/liability
written premiums and reported a combined ratio of 96.6% for the
first nine months of 2013, which was relatively steady from the
comparable period in 2012.

Nearly one-quarter of Allstate's property/liability written
premium comes from the homeowners line of business. Underwriting
results for the homeowners line continue to be positive, reporting
a combined ratio of 82.4% for the first nine months of 2013. A
relatively benign catastrophe year through the first nine months
and favorable pricing 2013 explain the improvement in the
homeowners' combined ratio from 86.3% in the comparable period in
2012.

Allstate's year-to-date catastrophe losses were 5.5% of earned
premiums, which was well below the company's 10-year average
annual catastrophe loss of 9.7% of earned premiums.

Combined statutory surplus at Allstate's P/C operations was $17.1
billion at Sept. 30, 2013. Surplus continues to grow at a modest
pace but remains below pre-financial crisis levels of $19.1
billion reported at year-end 2006. Net leverage excluding life
company capital was 4.0x, which is somewhat better than the
guideline for the current rating category. Allstate's score on
Fitch's proprietary capital model, Prism, was 'Strong' which
represents an improvement from 'Adequate' and coincides with the
current rating category.

Allstate Financial reported a modest net loss of $24 million for
the first nine months of 2013, down from $541 million of net
income for the full year 2012. A $644 million loss on the
disposition of Lincoln Benefit Life (LBL), which remains on Rating
Watch Negative pending close of the sale transaction, was
primarily responsible for the change.

Allstate's life insurance operations reported risky assets of 163%
of total adjusted capital as of Sept. 30, 2013 compared to Fitch's
median guideline of 130% for the 'BBB' category. Below investment
grade bonds and Schedule BA and 'Other' assets were responsible
for the elevated ratio. Gross unrealized losses have improved
significantly over the last couple years and no longer represent a
material concern.

The rating on Allstate's life operations reflects Fitch's
assessment of its limited strategic importance within the Allstate
enterprise and view that the 'standalone' IFS rating is in the
'BBB' category. The ratings of the life operations continue to
benefit from the Capital Support Agreement from Allstate Insurance
Co. and its access to the holding company credit facility.

The life operations focus on traditional underwritten products and
de-emphasize spread-based products, which improve its risk
profile. Increased earnings at Allstate Financial could eventually
improve its strategic importance within the Allstate enterprise,
but Fitch believes it will take time for a significant increase in
earnings to occur.

Fitch's rating rationale anticipates a continuation of Allstate's
practice of maintaining liquid assets at the holding company level
to fund at least one year of interest expense, preferred dividends
and common dividends as well as upcoming debt maturities. Allstate
had $2.8 billion in holding company assets at Sept. 30, 2013 that
could be liquidated within three months, relative to forecasted
annual interest expense, preferred and common dividends of
approximately $860 million and 2014 debt maturities of $1 billion.

Rating Sensitivities:

Key rating triggers for Allstate that could lead to an upgrade
include:

-- Sustainable capital position measured by net leverage
    excluding life company capital below 3.8x and a score
    approaching 'Very Strong' on Fitch's proprietary capital
    model, Prism;

-- Reduced volatility in earnings from catastrophe losses and
    better operating results consistent with companies in the 'AA'
    rating category;

-- Standalone ratings for Allstate's life subsidiaries could
    increase if their consolidated statutory Risky Assets/TAC
    ratio approaching 100% and they are able to sustain a GAAP
    based Return on Assets ratio over 80 basis points.

Key rating triggers for Allstate that could lead to a downgrade
include:

-- A prolonged decline in underwriting profitability that is
    inconsistent with industry averages or is driven by an effort
    to grow market share during soft pricing conditions;

-- Substantial adverse reserve development that is inconsistent
    with industry trends;

-- Significant deterioration in capital strength as measured by
    Fitch's capital model, NAIC risk-based capital and statutory
    net leverage. Specifically, if net leverage excluding life
    company capital approached 4.8x it would place downward
    pressure on ratings;

-- Significant increases in financial leverage ratio to greater
    than 30%;

-- Unexpected and adverse surrender activity on liabilities in
    the life insurance operations;

-- Liquid assets at the holding company less than one year's
    interest expense and common dividends.

Fitch has assigned the following ratings:

-- 6.625% preferred stock 'BB+'

Fitch affirms the following ratings for Allstate and subsidiaries:

The Allstate Corporation
-- Long-term IDR at 'A-'.

The following junior subordinated debt at 'BBB-':
-- 6.125% $259 million debenture due May 15, 2067;
-- 5.10% $500 million subordinated debenture due Jan. 15, 2053;
-- 5.75% $800 million subordinated debenture due Aug. 15, 2053;
-- 6.5% $500 million debenture due May 15, 2067.

The following senior unsecured debt at 'BBB+':
-- 6.2% $300 million debenture due May 16, 2014;
-- 5% $650 million note due Aug. 15, 2014;
-- 6.75% $176 million debenture due May 15, 2018;
-- 7.45% $317 million debenture due May 16, 2019;
-- 3.15% $500 million debenture due Dec. 15, 2023;
-- 6.125% $159 million note due Dec. 15, 2032;
-- 5.35% $323 million note due June 1, 2033;
-- 5.55% $555 million note due May 9, 2035;
-- 5.95% $386 million note due April 1, 2036;
-- 6.9% $165 million debenture due May 15, 2038;
-- 5.2% $72 million note due Jan. 15, 2042
-- 4.5% $500 million note due June 15, 2043.

-- Preferred stock 'BB+';
-- Commercial paper at 'F1';
-- Short-term IDR at 'F1'.

Allstate Life Global Funding Trusts Program
-- $85 million medium-term notes due Nov. 25, 2016 at 'A-'.

Allstate Insurance Company
Allstate County Mutual Insurance Co.
Allstate Indemnity Co.
Allstate Property & Casualty Insurance Co.
Allstate Texas Lloyd's
Allstate Vehicle and Property Insurance Co.
Encompass Home and Auto Insurance Co.
Encompass Independent Insurance Co.
Encompass Insurance Company of America
Encompass Insurance Company of Massachusetts
Encompass Property and Casualty Co.
-- IFS at 'A+'.

Allstate Life Insurance Co.
Allstate Life Insurance Co. of NY
American Heritage Life Insurance Co.
-- IFS at 'A-'.

Fitch maintains the following rating on Rating Watch Negative:

Lincoln Benefit Life Insurance Co.
-- IFS 'A-' on Rating Watch Negative.


AMERICAN AMEX: Court Approves Ch. 11 Plan, Sale to Braich
---------------------------------------------------------
American Amex, Inc., early this month won confirmation of its
sale-based Chapter 11 plan.

Bankruptcy Judge Randall L. Dunn on Dec. 4, 2013, entered an order
confirming the Debtor's Second Amended Plan of Reorganization
dated Oct. 11, 2013, after noting that requisite classes of
creditors have voted in favor of confirmation, and all objections
have been resolved.

At the behest of Sable Palm Development, the confirmation order
includes language incorporating the terms of the stipulation, Dkt.
No. 16 in Sable Palm Development v. American Amex Inc., et al.
Adv. Case #13-03233, Bank. D. Or.  Judge Dunn has approved the
stipulation.

Sable Palm Development and the Debtor agreed to: (1) the amount
and allowance of Sable Palm's claim; (2) include language in the
Plan's confirmation order that, should the sale contemplated in
the Plan not close, secured creditors will be allowed to credit
bid their debt in connection with the alternative dispositions of
assets identified in the Plan; and (3) include language in the
Plan's confirmation order that preserves Sable Palm Development's
right to pursue claims.

The Plan order also notes that creditor Fred Quimby has submitted
documentation that is not an objection to confirmation of the
Plan, but may be an attempt to assert a proof of claim in the
Chapter 11 case, which will be resolved after confirmation of the
Plan.

                      The Chapter 11 Plan

Under the Plan, all creditors are receiving full payment from the
proceeds from the sale of the Debtor's Buffalo Mine.

The Debtor has agreement with Erwin Singh Braich, Trustee of the
Peregrine Trust, whereby Braich would purchase the entire mine
property.  Should Braich not close, then the property would be
sold to the highest bidder.  The Debtor believes the sale of the
Buffalo Mine should fetch at least $27 million, which is more than
enough to pay all claims scheduled and/or filed.

A copy of the Second Amended Disclosure Statement dated Oct. 11,
2013, is available at:

        http://bankrupt.com/misc/AMERICAN_AMEX_2ds-1.pdf

                         Sale of Buffalo Mine

The bankruptcy judge's confirmation order also approved the sale
of the Buffalo Mine property.  The order notes that the Debtor has
other potential offers to purchase the property being sold for the
same or a higher amount, and believes that the fair market value
of the property, based on the offers and discussions with proposed
purchasers, is $27 million, more or less.

Should the proposed purchaser not close, the Debtor is authorized
to offer the property to another qualified backup bidder on the
same terms and conditions or better, and close the sale thereafter
as soon as practicable.

Should there be no qualified backup bidders on such terms or
better, then the Debtor may re-notice the sale hereafter to
another party.  Under any alternative disposition of the property,
creditors with secured claims may credit bid some or all of their
secured claim(s); provided, however, that the balance of any
additional amounts bid must be paid on the same terms applicable
to other bidders without secured claims.

A copy of the Plan Confirmation Order is available for free at:
http://bankrupt.com/misc/American_Amex_Plan_Order.pdf

                         About American Amex

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  The Law
Offices of D. Blair Clark PLLC has been tapped as counsel.
In its amended schedules, the Debtor disclosed $34,000,000 in
total assets and $10,490,026 in total liabilities.

According to the Debtor, it is the legal owner of a mine in Grant
County, Oregon, known historically as the "Buffalo Mine."


AMERICAN MADE TIRES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: American Made Tires Inc.
        31-64 21st Street #110
        Astoria, NY 11106

Case No.: 13-47510

Chapter 11 Petition Date: December 18, 2013

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

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Peter Mammis, Esq.
                  MAMMIS LAW FIRM INC.
                  488 Madison Avenue, Suite 1100
                  New York, NY 10022
                  Tel: 212-486-9494
                  Fax: 212-486-0701
                  Email: pmammis@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven Georgilis, president.

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


ANGLO IRISH: Receives Ch. 15 Protection With Opinion Coming Later
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irish Bank Resolution Corp. Ltd. was granted court
protection in the U.S. by Bankruptcy Judge Christopher Sontchi,
who said he will file an opinion later explaining why he dismissed
objections to the Chapter 15 petition.

According to the report, IBRC was formed to complete the
liquidation of Ireland's Anglo Irish Bank Corp. and Irish
Nationwide Building Society. To halt lawsuits pending in the U.S.,
it filed a Chapter 15 petition in August. A month later, Judge
Sontchi gave a temporary halt to lawsuits in the U.S.

In his ruling on Dec. 18, Judge Sontchi concluded that Ireland is
home to the so-called foreign-main bankruptcy proceeding. The
finding automatically invokes an injunction halting creditor
actions in the U.S. and enabling the U.S. court to assist the
main bankruptcy court in Ireland.

There were objections to the Chapter 15 petition on several
grounds that Judge Sontchi will address in his upcoming opinion.
Objections were lodged by borrowers who didn't want their
lawsuits halted.

The objections go to the question of whether IBRC, created under a
special-purpose Irish law, qualifies for Chapter 15 protection.

IBRC's principal asset as of June 2012 was a loan portfolio valued
at about 25 billion euros ($33.2 billion). Total liabilities in
June 2012 were about 50 billion euros, according to a court
filing.

                       About Anglo Irish

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation (IBRC).

Standard & Poor's Ratings Services said that it lowered its long-
and short-term counterparty credit ratings on Irish Bank
Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also
lowered the senior unsecured ratings to 'D' from 'B-'.  S&P then
withdrew the counterparty credit ratings, the senior unsecured
ratings, and the preferred stock ratings on IBRC.  At the same
time, S&P affirmed its 'BBB+' issue rating on three government-
guaranteed debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.

The former Irish bank sought protection from creditors under
Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr.
D. Del., Case No. 13-12159).  The former bank's Foreign
Representatives are Kieran Wallace and Eamonn Richardson.  Its
U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M.
Madron, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.


APOLLO MEDICAL: Delays Form 10-Q for Oct. 31 Quarter
----------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the quarter
ended Oct. 31, 2013.  The Company said the compilation,
dissemination and review of the information required to be
presented in the Company's Quarterly Report on Form 10-Q has
imposed time constraints that have rendered timely filing of the
Form 10-Q impracticable without undue hardship and expense to the
Company.  The Company expects to file that report no later than
five days after its original prescribed due date.

                       About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Apollo Medical reported a net loss of $8.90 million on $7.77
million of net revenues for the year ended Jan. 31, 2013, as
compared with a net loss of $720,346 on $5.11 million of net
revenues for the year ended Jan. 31, 2012.  The Company's balance
sheet at July 31, 2013, showed $3.13 million in total assets,
$4.40 million in total liabilities, and a $1.26 million total
stockholders' deficit.


AURORA DIAGNOSTICS: Taps Evercore, Kirkland for Advice
------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reports that
Aurora Diagnostics Holdings LLC, a closely held health-care
company that provides diagnostic and information services to
physicians, hospital systems and researchers, has tapped bankers
at Evercore Partners and is in talks with restructuring lawyers at
Kirkland & Ellis LLP, people familiar with the matter said, to
help it face challenges posed by reductions in Medicare
reimbursements and a high debt load.

Aurora Diagnostics has worked with both Evercore and Kirkland on
other corporate and financing matters and isn't for sale, one of
the people said, according to the report.  Moreover, bankruptcy
isn't imminent, as the company, which is owned by investment firm
Summit Partners, examines opportunities for an out-of-court
restructuring, these people added.

WSJ notes Aurora joins a string of debt-laden health-care
companies snagged by cuts in reimbursement rates from government
insurers.  Medical-equipment provider Rotech Healthcare Inc. cited
such cuts when it filed for Chapter 11 bankruptcy protection in
April, as did OnCure Holdings Inc., an operator of radiation
centers, which filed for bankruptcy protection in June and later
sold its assets.

Aurora carries about $330 million in debt, according to its most
recent quarterly filing with the Securities and Exchange
Commission.  Cuts to Medicare reimbursement rates implemented by
the Affordable Care Act have made the company's debt load
unsustainable, one of the people familiar with the matter said,
according to WSJ.

Aurora operates about 20 laboratory locations in 12 U.S. states
that partner with medical professionals, according to its website.
Its more than 150 licensed physicians focus on the diagnostics
needs of doctors such as dermatologists, gastroenterologists,
general surgeons and more than 65 community hospitals.

                     About Aurora Diagnostics

Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics
Holdings, LLC, through its subsidiaries, provides physician-based
general anatomic and clinical pathology, dermatopathology,
molecular diagnostic services and other esoteric testing services
to physicians, hospitals, clinical laboratories and surgery
centers. The company recognized approximately $260 million in
revenue for the 12 months ended June 30, 2013. The company is
majority owned by equity sponsors KRG Capital Partners and Summit
Partners.

As reported by the Troubled Company Reporter on Sept. 27, 2013,
Moody's Investors Service downgraded Aurora's Corporate Family
Rating to Caa2 from B3 and Probability of Default Rating to Caa2-
PD from B3-PD. Moody's also lowered the debt ratings of Aurora
Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC
(collectively Aurora). Concurrently, Moody's downgraded Aurora's
Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The
outlook for the ratings remains negative.

The downgrade of the ratings reflects Moody's expectation that the
company will see continued difficulty in mitigating a significant
decline in revenue and EBITDA. This stems from a reduction in
Medicare reimbursement due to a decrease in rates and
sequestration, continued challenging volume growth trends and
threats of additional reimbursement reductions. This will
negatively impact the company's credit metrics, constrain Aurora's
ability to repay debt and pressure the company's liquidity
position. Moody's also has concerns about the sustainability of
the company's capital structure given its significant debt load
and related interest burden.

As reported by the TCR on Oct. 21, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aurora to 'CCC+'
from 'B-'.  S&P also lowered its rating on subsidiary Aurora
Diagnostics LLC's senior secured debt to 'B' (two notches above
the corporate credit rating) from 'B+', and its rating on Aurora
Diagnostics Holdings LLC's senior unsecured debt to 'CCC-' (two
notches below the corporate credit rating) from 'CCC'.  S&P's '1'
recovery rating on the senior secured debt and '6' recovery rating
on the senior unsecured debt remain unchanged.  The '1' recovery
rating indicates S&P's expectation for very high (90% to 100%)
recovery of principal and its '6' recovery rating indicates its
expectation for negligible (0 to 10%) recovery of principal, both
in the event of payment default.

"We downgraded the company because we believe 2014 Medicare
payment rates, signaled by recent proposals from the Centers for
Medicare & Medicaid Services, are likely to be more onerous than
we previously expected," said Standard & Poor's credit analyst
Gail Hessol.  "In addition, we doubt Aurora's ability to stem
erosion of its competitive position and we expect limited benefits
from Aurora's cost reduction efforts.  Therefore, we expect its
EBITDA and discretionary cash flow to decline significantly in
2014, compared with 2013."

The negative rating outlook on Aurora reflects the possibility it
will violate its loan covenant or exhaust its borrowing capacity
in 2014.


B&G FOODS: S&P Raises Rating to 'BB-' & Removes From CreditWatch
----------------------------------------------------------------
B&G Foods Rating Raised To 'BB-' On Revised Criteria; Outlook
Stable

Standard & Poor's Ratings Services raised its ratings on
Parsippany, N.J.-based B&G Foods Inc. to 'BB-' from 'B+'.  All
related issue-level ratings on the company's debt were also raised
by one notch in conjunction with the upgrade.  The ratings were
removed from CreditWatch, where S&P placed them with positive
implications on Nov. 26, 2013.  The rating outlook is stable.
Recovery ratings on the company's debt issues remain unchanged.

"We base our upgrade on our reassessment of the impact of absolute
profitability and volatility of earnings on B&G's business risk
profile as per the revised Corporate Ratings criteria," said
Standard & Poor's credit analyst Bea Chiem.

The stable outlook reflects S&P's expectation that B&G will
sustain EBITDA margins in the mid-20% area, adequate liquidity,
and credit metrics consistent with indicative ratios for an
aggressive financial risk profile, including adjusted debt to
EBITDA between 4x and 5x and funds from operations to debt of 12%
to 20%, given its acquisitive history.


BALENTINE LP: Beacon to Conduct Foreclosure Sale on Jan. 8
----------------------------------------------------------
Beacon Default Management, Inc. -- the trustee under a Deed of
Trust, Assignment of Rents and Security Agreement executed by
Balentine, L.P. -- will sell at public auction to the highest
bidder, for cash, or cashier's check made payable to Beacon
Default Management, the real property situated in the County of
Alameda, California, on Jan. 8, 2014, at 12:00 p.m., at the Fallon
Street emergency exit to the Alameda County Courthouse, 1225
Fallon Street, Oakland, California 94612.

The property is being sold for the purpose of paying the
obligations secured by the Deed of Trust, including fees and
expenses of sale.  The total amount of the unpaid principal
balance, interest thereon, together with reasonably estimated
costs, expenses and advances at the time of the initial
publication of the Notice of Trustee's Sale is $19,529,718.

The Beneficiary under the Deed of Trust has elected to conduct a
unified foreclosure sale pursuant to the provisions of California
Commercial Code Section 9604(a)(1)(B) and to include in the non-
judicial foreclosure of the estate all of the personal property
and fixtures.

The Trustee may be the reached at:

     Erica Itskovich
     Beacon Default Management, Inc.
     15206 Ventura Boulevard, Suite 216
     Sherman Oaks, CA 91403
     Telephone: (818) 501-9800
     http://www.beacondefault.com/

NOTICE TO POTENTIAL BIDDERS:  If you are considering bidding on
this property lien, you should understand that there are risks
involved in bidding at a trustee auction.  You will be bidding on
a lien, not on the property itself.  Placing the highest bid at a
trustee auction does not automatically entitle you to free and
clear ownership of the property.  You should also be aware that
the lien being auctioned off may be a junior lien.  If you are the
highest bidder at the auction, you are or may be responsible for
paying off all liens senior to the lien being auctioned off,
before you can receive clear title to the property.  You are
encouraged to investigate the existence, priority, and size of
outstanding liens that may exist on this property by contacting
the county recorder's office or a title insurance company, either
of which may charge you a fee for this information.  If you
consult either of these resources, you should be aware that the
same lender may hold more than one mortgage or deed of trust on
the property.


BERGENFIELD SENIOR HOUSING: To Seek Plan Confirmation Jan. 14
-------------------------------------------------------------
Bergenfield Senior Housing, LLC, has won approval to begin sending
plan solicitation packages to creditors and has scheduled a Jan.
14 hearing for confirmation of its liquidating plan.

Judge Morris Stern on Dec. 10 approved the disclosure statement
explaining the Debtor's Second Amended Chapter 11 Plan of
Liquidation and authorized the Debtor to move forward with the
plan-approval process based on this timeline:

   -- The Debtor will cause the mailing of the solicitation
packages to voting creditors not later than Dec. 17, 2013;

   -- To be counted, all ballots must be properly executed and
delivered by Jan. 10, 2014;

   -- All objections to confirmation of the Plan will be filed
with the Court not later than Jan. 10, 2014;

   -- The Debtor may file a consolidated reply to Plan objections
by Jan. 13, 2014, at 12 p.m.

   -- The Debtor will file the voting report not later than one
business day prior to the confirmation hearing.

   -- The hearing to consider confirmation of the Plan will
commence on Jan. 14, 2014, at 10:30 a.m. (prevailing Eastern
Time).

The Debtor on Dec. 12, 2013, filed a revised Disclosure Statement
to incorporate the dates with respect to the solicitation of votes
and confirmation of the Plan.  A copy of the document is available
for free at http://bankrupt.com/misc/Bergenfield_DS_121213.pdf

The purpose of the Plan is to liquidate, collect and maximize the
cash value of the assets of the Debtor and make distributions on
account of allowed claims against the Debtor's estate.  The Plan
is premised on the satisfaction of Claims through distribution of
the proceeds raised from the sale and liquidation of the Debtor's
assets, claims and causes of action.

Secured creditors Boiling Springs Savings Bank (allowed claim
estimated at $12.6 million), and Nicholas and Rosemarie Rotonda
($1.5 claim in one class; $600,000 in another) are entitled to
vote on the Plan.  General unsecured creditors estimated to have
claims totaling $1.92 million are also entitled to vote.

Under the Plan:

    * BSSB will receive full payment of principal plus interest at
3% per annum.  BSSB is impaired because it will be receiving less
than 100% of what it claims it is entitled to under the loan
agreement.  BSSB has expressed its intention to object to
confirmation of the Plan if the Plan is not modified to provide
full payment of interest accruing at 6%.

    * Nicholas and Rosemarie Rotonda will receive cash up to the
full allowed amount of their secured claims from the proceeds of
the sale.

    * General unsecured creditors will each receive pro rata share
of the proceeds of the liquidation of any further assets of the
Debtor, including causes of action.

    * Holders of equity interests won't receive anything and are
deemed to reject the Plan.

                 About Bergenfield Senior Housing

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.
Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor
as counsel.

In its schedules, the Debtor disclosed $14,061,100 in assets and
$19,957,026 in liabilities as of the Petition Date.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.  The Debtor operates and wholly owns a
90-unit residential apartment building located at 47 Legion Drive,
Bergenfield, New Jersey.

The Debtor's primary secured creditor is Boiling Springs Savings
Bank.  The Debtor is indebted to Boiling Springs on account of two
promissory notes, both of which are secured by mortgages on the
Property.  Boiling Springs' first-position mortgage secures
indebtedness in the total amount of $12.02 million and the second-
position mortgage secures indebtedness of $575,000.


BIOLIFE SOLUTIONS: Inks Note Conversion Agreements with Investors
-----------------------------------------------------------------
BioLife Solutions, Inc., entered into note conversion agreements
with each of Thomas Girschweiler and Walter Villiger.

Mr. Girschweiler is a director of the Company and holds
approximately 20 percent of the Company's issued and outstanding
common stock as of Dec. 16, 2013.  Mr. Villiger holds
approximately 27 percent of the Company's issued and outstanding
common stock as of Dec. 16, 2013.

On Jan. 11, 2008, the Company issued to each of the Investors a
promissory note in the original principal amount of $2,500,000,
which was subsequently amended Oct. 20, 2008, Dec. 16, 2009,
Nov. 16, 2010, Aug. 10, 2011, and May 30, 2012, in connection with
that certain Secured Multi-Draw Term Loan Facility Agreement dated
as of Jan. 11, 2008, by and among the Company and the Investors,
which was subsequently amended Oct. 20, 2008, Dec. 16, 2009,
Nov. 16, 2010, Aug. 10, 2011, and May 30, 2012.  As of Dec. 16,
2013, the aggregate outstanding principal balance on the Notes was
approximately $10,600,000.  The Notes are due and payable,
together with accrued interest, on the earlier of (i) Jan. 11,
2016, or (ii) an Event of Default.

Pursuant to the Agreements, the conversion of the Notes will be
effected on substantially similar terms and in connection with the
Company's next offer and sale of its equity for cash.  The entire
outstanding indebtedness of the Notes, including all accrued and
unpaid interest through the date of conversion, will convert into
substantially identical securities of the Company issued in the
Qualified Financing, at a conversion price equal to the per
security offering price in the Qualified Financing in
consideration for the cancellation by the Investors of the entire
principal amount of indebtedness and accrued interest thereon, and
the release of all related security interests.

                   To Offer $10 Million Securities

Biolife Solutions filed a Form S-1 registration statement relating
to the offering of [__] units, each unit consisting of [___]
shares of common stock, $0.001 par value and [__] common stock
warrants at a public offering price of $ [__] per unit.  The
proposed maximum aggregate offering price is $10 million.

The Company's common stock is currently quoted on the OTCQB, under
the symbol "BLFS".  The Company has applied to list its common
stock on the Nasdaq Capital Market under the symbol "BLFS".  As of
Dec. 13, 2013, the last reported sale price of the Company's
common stock was $0.59 per share on the OTCQB.  The Company does
not intend to apply for listing of the warrants on any securities
exchange or other trading system.

The Company has retained Ladenburg Thalmann & Co. Inc. to act as
the Company's exclusive placement agent in connection with this
offering until the expiration date of the offering.

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

                         http://is.gd/7UIg16

                       About BioLife Solutions

Bothell, Washington-based BioLife Solutions, Inc., develops and
markets patented hypothermic storage and cryo-preservation
solutions for cells, tissues, and organs, and provides contracted
research and development and consulting services related to
optimization of biopreservation processes and protocols.

BioLife Solutions disclosed a net loss of $1.65 million in 2012,
as compared with a net loss of $1.95 million in 2011.  As of
Sept. 30, 2013, the Company had $3.20 million in total assets,
$16.06 million in total liabilities and a $12.85 million total
shareholders' deficiency.


BORNEO RESOURCE: Executes Debt Restructuring Agreement
------------------------------------------------------
Borneo Resource Investments Ltd., a mining company that mines gold
and develops producing gold mines as well as coal mining
properties in Indonesia, on Dec. 19 disclosed that it has, through
its subsidiary PT Puncak Kalabat, executed a Debt Restructuring
Agreement with the seller of the "Talawaan Property," a producing
gold mine.

Borneo had acquired Talawaan for a purchase price of $5,000,000
and owed an aggregate balance of $4,650,000 as of December 17,
2013.  Per the Debt Restructuring Agreement executed on
December 17, 2013 the parties have agreed to reduce the balance to
be paid by $2,500,000 from $4,650,000 to $2,150,000, in exchange
for 100,000 shares of Borneo stock and a non-interest bearing
promissory note.

For September 30, 2013, the Company had reported current
liabilities of $7.1 million, including the amount owed for the
purchase of Talawaan and a total stockholders' deficit of
$595,052.  On a proforma basis, applying the debt restructuring to
the September 30, 2013 balance sheet, the Company would have
reported current liabilities of $4.6 million and a total
stockholders' equity of $1.9 million.

Borneo started gold production at Talawaan in June of 2013 and
completed its first full quarter of production at the property in
the third quarter of 2013, putting the Company into profitability
for that quarter.

"This Debt Restructuring Agreement is a result of our
strengthening relationship with the seller and other leaders in
the region.  Following our acquisition of Talawaan, we have
acquired two additional gold properties and we are currently
evaluating other opportunities as well.  The seller lowered the
amount owed for Talawaan in exchange for equity, a continuing
business relationship, and to obtain a promissory note with a
fixed payment schedule.  We believe the seller of Talawaan is
pleased to become a shareholder of Borneo and we look forward to
doing more business with him and other property holders in the
region," commented Borneo CEO Nils Ollquist.

"With this transaction we improve our balance sheet and strengthen
our financial position. This will be very important as we pursue
additional funding opportunities and work towards a listing on a
national securities exchange in the United States," Mr. Ollquist
concluded.

             About Borneo Resource Investments Ltd.

Borneo Resource Investments Ltd. (otcqb:BRNE) is a mining company
that mines gold and develops producing gold mines as well as coal
mining properties in the Republic of Indonesia.  Borneo's current
assets include three gold properties, two of which are producing
gold.  Cash flow-producing investments in gold properties help
fund Borneo's operations and investments in gold, while the
Company develops high value, longer-term investments in thermal
"coal concessions," which are properties that can be mined for
coal.  Borneo currently has one coal concession in the Borneo
region of Indonesia.  Indonesia was the 8th largest gold producing
nation in 2012 and the world's largest exporter of coal, with $25
billion exported in 2012.


BROWN PUBLISHING: Dist. Court Wants Briefings in KLG Appeal
-----------------------------------------------------------
District Judge Arthur D. Spatt reserved its decision on the appeal
by KLG Gates LLP from the orders of the U.S. Bankruptcy Court,
Eastern District of New York (Eisenberg, J.), entered on April 29,
2013 and July 8, 2013, disqualifying KLG as counsel to (a) the
Brown Publishing Company and Brown Media Holdings Company; and (b)
the Brown Publishing Company Liquidating Trust; and ordering KLG
to disgorge $100,000 of previously approved and paid fees.

The Bankruptcy Court disqualified KLG based on its conclusions
that (a) an implied pre-petition attorney-client relationship
existed between KLG and certain of the Debtors' managers and (b)
KLG's 2010 Statement pursuant to Federal Rule of Bankruptcy
Procedure 2014 failed to adequately inform the Court of its
relationship with those managers, creditors of the Debtors, and
other parties in interest.  That ruling was reported in the May 1,
2013 edition of the Troubled Company Reporter.

Roy E. Brown, former CEO, shareholder, and director of each of the
debtors, and one of the primary defendants in the adversary
proceedings, has made various motions, with the ultimate
objectives being (1) to disqualify K&L Gates as counsel to the
liquidating trust, and (2) to force K&L Gates to disgorge all
legal fees it has been paid in the case.  Mr. Brown asserted that
a conflict of interest arose, due to the fact that, pre-petition,
K&L Gates, rather than acting exclusively for the benefit of its
"official" clients, the Debtors, was really acting for the benefit
of Roy Brown and other insiders, to help them to obtain the
Debtors' assets in bankruptcy; and that K&L Gates failed to fully
disclose the nature of its representation of PNC Bank, the
successor administrative and collateral agent for the First Lien
Lenders, and Wilmington Trust, the successor administrative and
collateral agent for the Second Lien Lenders.

KLG and the liquidating trust have vigorously opposed Mr. Brown's
motions.

Judge Spatt said that at this time, and in the absence of briefing
by parties on this issue, the Court is not prepared to make any
findings as to KLG's appellate standing.  "For this reason, within
twenty days of the date of this order, the Court directs KLG to
submit a supplemental brief not in excess of ten pages addressing,
in light of the above-mentioned cases, its standing before this
Court.  Brown will then have twenty days to submit an opposition
brief not in excess of ten pages, followed by ten days for KLG, if
it chooses, to submit a reply brief, not in excess of five pages,"
Judge Spatt said.

A copy of Judge Spatt's Dec. 18, 2013 Memorandum of Decision and
Order is available at http://is.gd/6Gxvu5from Leagle.com.  The
appeal is KLG GATES LLP, Appellant, v. ROY E. BROWN, Appellee, No.
13-cv-4972 (ADS) (E.D.N.Y).

Anthony C. Acampora, Esq., at Silverman, Acampora LLP, in Jericho,
represents KLG.

Daniel L. Abrams, Esq., at the Law Office of Daniel L. Abrams,
PLLC, represents Mr. Brown.

                      About Brown Publishing

The Brown Publishing Company, Brown Media Holdings Company and
their subsidiaries filed for Chapter 11 bankruptcy (Bankr.
E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1,
2010.  BPC estimated $10 million to $50 million in assets and
debts in its Chapter 11 petition.  Edward M. Fox, Esq., and Eric
T. Moser, Esq., at K&L Gates LLP, served as counsel for the
Debtors.

BPC is a privately held community news and information
corporation, organized under the laws of the State of Ohio that,
prior to the sale of its assets, had been one of the largest
newspaper publishers in Ohio, and also operated publications in
Illinois, South Carolina, Texas and Utah.

Roy E. Brown, former CEO, shareholder, and director of each of the
debtors, and other insiders of the Debtors formed Brown Media
Corporation to acquire the assets and serve as stalking horse
bidder.  BMC offered a stalking horse bid of $15.3 million cash
plus additional consideration.  The auction commenced July 19,
2010 and lasted into the early morning hours of July 20.  With the
exception of certain assets of the Debtors located in Van Wert,
Ada and Putnam, Ohio that were sold to Delphos Herald, Inc., BMC
was the successful bidder with respect to substantially all of the
Debtors's remaining assets after making the highest and best offer
for $22.4 million cash plus additional consideration.  PNC Bank,
N.A., a secured creditor of the Debtors, was the next successful
bidder after BMC.

BMC, however, lost financing and failed to close on the sale.  The
insiders had obtained a commitment from Guggenheim Corporate
Funding, LLC and/or one of its affiliates for financing.

Subsequently, the Court approved the asset purchase agreements for
the sale of the Debtors' assets to PNC's assignee, Ohio Community
Media LLC, and to ISIS Ventures Partners LLC pursuant to orders
dated Sept. 3, 2010.  ISIS formed Dan's Papers Holdings LLC to
purchase the assets of one of the Debtors, Dan's Papers, for
$1,750,000.  PNC agreed to pay $21,750,000 for substantially all
of the Debtors remaining assets.  The total purchase price
tendered for the Debtors' assets, including cash and debt
forgiveness, was about $27.09 million.

On June 16, 2011, the Court entered an order confirming the
Debtors' chapter 11 plan which provided that any remaining assets
of the Debtors' bankruptcy estate that were not sold pursuant to
the Auction Sale, including all claims and causes of action, would
vest in a trust.


BUCKINGHAM SRC: Triangle Buys Flux Producer in Debt Swap
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Buckingham SRC Inc., calling itself the only U.S.
producer of magnesium flux, received authority on Dec. 18 from the
bankruptcy court in Cleveland to sell the business to secured
lender Triangle Capital Corp. in exchange for $10.45 million in
debt.

According to the report, there were no other bids, so an auction
was canceled.

The company, which filed a petition for Chapter 11 protection in
late October, blamed financial problems on equipment "in dire need
of repair" and a "devastating" electrical failure in May that
curtailed production.

Debt includes about $375,000 on a revolving credit and $1.9
million on a term loan owing to Triangle. In addition, the company
owes Triangle $6.2 million on a subordinate term loan.

There is a $2.1 million note payable to the former owner of the
business. Trade payables are $718,000, according to a court
filing.

Tangible assets were on the books for $3 million, the company
said.

Buckingham SRC Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 13-bk-17583) on
Oct. 28, 2013.  The case is assigned to Judge Jessica E. Price
Smith.  The Debtor is represented by Christopher W. Peer, Esq., at
HAHN LOESER AND PARKS LLP, in Cleveland, Ohio.


BUFFALO GROVE DOMINICK'S: Shoppers Line Up for Liquidation Sale
---------------------------------------------------------------
Emily Stone at the Buffalo Grove Patch reports that the 50 percent
off most everything sale at the two closing Buffalo Grove
Dominick's brought people out before dawn on Dec. 13, store
personnel said.  The Lake Cook Road store had similar crowds first
thing in the morning.

The report relates that almost everything in the store is half
off, except for liquor, fresh produce, meat, milk, eggs and a few
other items.  The report notes that the sale runs until the stores
are cleaned out.

There is no special sale at the Half Day Road store, which is
going to become a Mariano's, the report adds.


CAP*ROCK: Failed Bidder Settles Suit for $2.5 Million
-----------------------------------------------------
LUBBOCKONLINE.COM reports that an Albuquerque, N.M. winemaker who
defaulted more than two years ago on a bid to buy the Cap*Rock
Wine Co. out of bankruptcy has agreed to pay $2.5 million to
settle a lawsuit in the case.

The settlement ? a little more than half the $3.9 million Laurent
L. Gruet was ordered to pay after his $6.5 million bid for the
Woodrow Road winery fell through in 2011 ? is the last major step
toward closing out the Lubbock winery's bankruptcy and
liquidation, which is approaching its fourth anniversary,
according to lubbockonline.com.

Concluding the bankruptcy would have no effect on the winery's
current owners.

The report notes that U.S. Bankruptcy Judge Robert L. Jones
agreed, Dec. 12, to the proposed settlement between Laurent L.
Gruet and the bankruptcy estate, which likely will be finalized
when it is presented to a federal bankruptcy judge in Albuquerque.

The report relates that bankruptcy trustee Max Tarbox said the
winery's major creditors did not object to the settlement.
According to court documents, PlainsCapital Bank is the largest
creditor in the bankruptcy and is owed about $4 million, the
report says.

In April 2012, the report recalls that Judge Jones ordered Gruet
to pay $3.9 million plus attorney's fees and interest to cover the
losses incurred after the winemaker bid $6.5 million to buy the
Woodrow Road winery, but failed to come up with the money to close
the deal.

The report notes that a second auction was held and San Antonio-
based fast food franchise magnate Jim Bodenstedt bought the winery
for $2.5 million and gave it to his wife, Cathy, to operate.  The
Bodenstedts have since sold the winery, the report relays.

The report discloses that Mr. Tarbox retained the law firm of
Mullin, Hoard, Brown to pursue the case in litigation that led to
New Mexico and Gruet's native France.

Ultimately liens were filed against Laurent Gruet's shares of the
family's winery operations in Albuquerque and vineyard and winery
interests in France, the report notes.

At the recent hearing, Judge Jones asked Mr. Tarbox how confident
he was that Gruet would make the payments in the settlement, the
report relates.  Mr. Tarbox replied that he expects the money to
come quickly from Gruet's business connections in France because
"they don't want me to become part owner of any of their
companies," the report relays.

The winery's previous Lubbock partner, Don Roark, filed a Chapter
11 reorganization petition on Dec. 23, 2009, which led to a
control fight with the winery's New York-based venture capital
partner, Oxbridge Capital Group.  Both sides eventually dropped
the fight, and the bankruptcy was converted to a Chapter 7
liquidation case.


CASA CASUARINA: Has Until Dec. 28 to Propose Chapter 11 Plan
------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida extended Casa Casuarina LLC's
exclusive periods to file a Chapter 11 until Dec. 28, 2013, and
solicit acceptances for that Plan until Feb. 6, 2014.

As reported in the Troubled Company Reporter on Nov. 5, 2013, the
Debtor explained that an extension is needed because:

   1. The deadline to file proofs of claim is set for shortly
after the expiration of the Debtor's exclusive period.

   2. In the short time this case has been pending, the Debtor has
negotiated a resolution to the appointment of a trustee, settled a
dispute with a major creditor, and marketed and sold an extremely
high-profile asset.  Obviously, it is clear that the Debtor has
made progress toward reorganization.

   3. The Debtor has satisfied, and will continue to satisfy, each
of its post-petition obligations in the ordinary course.

   4. Given the net proceeds generated by the sale, the Debtor's
prospect for reorganization is strong.

   5. As noted in its schedules, many of the potential claims
remain unresolved.  The extension of the exclusivity period will
enable the Debtor to make adequate disclosures necessary in the
negotiation and solicitation of the Plan.

                       About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at least $10 million.  Joe M.
Grant, Esq., at Marwill Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property.  Herbert Stettin
is the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed for bankruptcy, Mr. Stettin had
reached agreement to settle his claim to partial ownership.

In its schedules, the Debtor disclosed $79,005,976.66 in total
assets and $32,506,799.29 in total liabilities as of the Petition
Date.


CIRCLE STAR: Posts $72,000 Net Income in Oct. 31 Quarter
--------------------------------------------------------
Circle Star Energy Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $71,988 on $444,288 of total revenues for the three
months ended Oct. 31, 2013, as compared with a net loss of $5.87
million on $211,454 of total revenues for the same period a year
ago.

For the six months ended Oct. 31, 2013, the Company reported a net
loss of $477,298 on $743,176 of total revenues as compared with a
net loss of $7.80 million on $362,058 of total revenues for the
same period during the prior year.

The Company's balance sheet at Oct. 31, 2013, showed $3.33 million
in total assets, $5.54 million in total liabilities and a $2.21
million total stockholders' deficit.

"At October 31, 2013, we had cash and cash equivalents of $84,391
and a working capital deficit of $5,279,080.  For the six months
ended October 31, 2013, we had a net loss of $477,298 and an
operating loss of $336,832 and cash provided by operations
amounted to $50,019.  As of October 31, 2013 our 10% convertible
notes payable due February 8, 2013 in the principal amount of
$2,750,000 had matured, and the principal and accrued interest
remain outstanding, which notes are currently in default and in
litigation.

"Given that we have not achieved profitable operations to date,
our cash requirements are subject to numerous contingencies and
risks beyond our control, including operational and development
risks, competition from well-funded competitors, and our ability
to manage growth.  We can offer no assurance that the Company will
generate cash flow sufficient to achieve profitable operations or
that our expenses will not exceed our projections.  Accordingly,
there is substantial doubt as to our ability to continue as a
going concern for a reasonable period of time," the Company said
in the Quarterly Report.

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

                      http://is.gd/fcMHFL

                       About Circle Star

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns a variety of non-operated working interests and overriding
royalty interests in approximately 73 producing wells in Texas.
The interests range from less than 1% up to approximately 5% in
each well.  The wells are located in the following areas:  Permian
Basin, Eagle Ford Shale, Pearsall Field, Giddings Field & the
Woodbine Field.  The wells are operated by Apache (Permian),
Chesapeake (Eagle Ford Shale), CML (Giddings, Pearsall & Permian),
Leexus (Giddings) and Woodbine Acquisitions (Woodbine).   As of
April 30, 2013, the Company had approximately 430 net leased acres
in Texas.

The Company also operates 2 wells in Kansas.  The Company owns a
25% working interest (approximately 20% net revenue interest)
before payout and a 43.75% working interest (approximately 35% net
revenue interest) after payout in both wells which are located in
Trego County.  As of July, 31, 2013, the Company had approximately
9,838 net leased acres in Kansas.  Approximately 1,480 are located
in Trego County and approximately 8,358 are located in Sheridan
County.  There are multiple potential pay zones of interest with
the primary zones of interest being the Arbuckle, Marmaton &
Lansing-Kansas City ranging from approximately 3,200 feet to
approximately 4,300 feet in depth.


COMIDA MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Comida Management, LLC
           dba Mi Amigos Mexican Grill
        6465 E. Southern Avenue
        Mesa, AZ 85206

Case No.: 13-21573

Chapter 11 Petition Date: December 18, 2013

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

Judge: Hon. Sarah Sharer Curley

Debtor's Counsel: William R. Richardson, Esq.
                  RICHARDSON & RICHARDSON, P.C.
                  1745 S. Alma School RD., #100
                  Mesa, AZ 85210-3010
                  Tel: 480-464-0600
                  Fax: 480-464-0602
                  Email: wrichlaw@aol.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by David N. Candland, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb13-21573.pdf


CONAGRA FOODS: Lead Paint Ruling No Impact on Fitch's Rating
------------------------------------------------------------
According to Fitch Ratings, there is no immediate change to
ConAgra Foods, Inc.'s ratings following the Superior Court of
California's Dec. 16, 2013 proposed statement of decision in a
lead paint case against ConAgra Grocery Products Company (ConAgra
Grocery), a wholly owned subsidiary of ConAgra.

The proposed decision orders the creation of a $1.1 billion
California abatement fund to replace or contain lead paint in
homes. The liability is joint and several against Sherwin-Williams
Co. ('A-'/Stable), NL Industries and ConAgra Grocery. ConAgra's
proportional share is currently unknown. Fitch will monitor future
rulings and take appropriate rating actions if it becomes clear
that any future payout would have a material adverse effect on the
company's leverage, financial condition, results of operations or
liquidity.

ConAgra has never manufactured or sold paint. ConAgra Grocery was
included in the case due to its linkage to a former subsidiary of
Beatrice Company that manufactured lead paint until the 1950s.
That paint company was dissolved in 1968, 45 years ago and 22
years prior to ConAgra's acquisition of Beatrice. ConAgra does not
believe it inherited any liabilities of the dissolved entity.

ConAgra plans to appeal this decision and vigorously defend itself
in this case and any lead paint related litigation. Several states
have rendered favorable decisions in other lead paint related
litigation. The appeals process is likely to be lengthy and last
several years. ConAgra does not believe an appeal bond is legally
required in this case. However, if necessary Fitch believes
ConAgra can post an appeal bond without putting strain on its
current ratings.

The ratings factor in ConAgra's commitment to prioritize its free
cash flow (FCF) to repay a total of $1.5 billion of debt through
fiscal 2015. The ratings and Stable Outlook also factor in
progress toward ConAgra's anticipated improvement in Consumer
Foods' operating performance in the second half of fiscal 2014.

ConAgra maintains adequate liquidity, including an undrawn $1.5
billion revolving credit facility (RCF) that provides backup to
its commercial paper (CP) program. The company had $280 million CP
outstanding and $194 million cash at Aug. 25, 2013. Subsequent to
the end of the quarter, ConAgra extended its RCF by two years to
Sept. 14, 2018. At Aug. 25 2013, ConAgra had $900 million
outstanding on its term loan which matures Jan. 29, 2018. The
company intends to pay off the balance by the end of fiscal 2015
and currently does not have amortization payments due to
prepayments completed.

ConAgra would be in default under its credit agreements if it
incurs final judgments, after all appeals have been exhausted, in
excess of $35 million (excluding amounts covered by insurance and
coverage has not been denied) outstanding for more than 30 days
from its date of entry and not discharged in full or stayed. The
credit facilities have a 75% maximum debt-to-capital covenant for
four quarters beginning Jan. 29, 2013, declining to 65% over time.
ConAgra plans to refinance its $500 million 5.875% notes due in
April 2014. Additional maturities include $250 million 1.35% notes
due in September 2015.

ConAgra's and its subsidiary, Ralcorp Holdings, Inc.'s (Ralcorp)
ratings are as follows:

ConAgra Foods, Inc.
-- Long-term Issuer Default Rating (IDR) at 'BBB-';
-- Senior unsecured notes at 'BBB-';
-- Bank credit facility at 'BBB-';
-- Subordinated notes at 'BB+';
-- Short-term IDR at 'F3';
-- Commercial paper at 'F3'.

Ralcorp Holdings, Inc.
-- Long-term IDR at 'BBB-';
-- Senior unsecured notes at 'BBB-'.

The Rating Outlook is Stable.


CONSTAR INTERNATIONAL: In Ch. 11 for 3rd Time, to Sell to Amcor
---------------------------------------------------------------
Constar International Holdings LLC disclosed that it has entered
into a stalking horse asset purchase agreement with Amcor Rigid
Plastics USA under which the Company has agreed to sell
substantially all of its domestic business to Amcor.  In order to
complete the transaction, Constar, along with certain
subsidiaries, filed for Chapter 11 bankruptcy protection in the
District of Delaware on December 19, 2013.  The transaction with
Amcor is being undertaken pursuant to Section 363 of the US
Bankruptcy Code and is subject to higher and better offers and
approval of the Bankruptcy Court, as well as other customary
closing conditions.  The transaction is expected to close during
the first quarter of 2014.

Constar continues to operate and serve its blue-chip customer base
and all employees are being paid in the ordinary course of
business.  "The transaction with Amcor will allow Constar and its
employees to continue to provide valuable products and services to
our customers and expand our offering and capabilities by
leveraging the financial and other resources of Amcor.  We are
very excited for our employees and customers and believe this
transaction creates a stable and extremely viable long term
partner for our customers and vendors," said Louis S. Imbrogno,
Jr., interim CEO of Constar.

Constar also continues to operate and serve its customers in
Europe.  Constar is currently evaluating the sale of its European
operations to one or more third parties and will make further
announcements in the future as that process unfolds.

Inquiries related to potential purchase of the European business
or the auction process for the US assets should be directed to
Michael Son of Lincoln International LLC, the Company's investment
banker and financial advisor at either 213-283-3707 or
mson@lincolninternational.com

                    About Constar International

Privately-held Constar International Holdings and nine affiliated
debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case
No. 13-13281) on Dec. 19, 2013.

The company, which manufactures plastic containers, is represented
by Robert S. Brady of Young, Conaway, Stargatt & Taylor.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-
13432) in December 2008, with a pre-negotiated Chapter 11 Plan and
emerged from bankruptcy in May 2009.  Constar and its affiliates
returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-
10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and
emerged from bankruptcy in June 2011.


COYOTE MOON: Files for Chapter 11 in California
-----------------------------------------------
Coyote Moon L.P. filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 13-30080) in Riverside, California, on Dec. 17,
2013, without stating a reason.

San Bernardino, California-based Coyote Moon L.P. estimated at
least $10 million in assets and between $1 million and $10 million
in liabilities.  The Debtor is a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101 (51B).

According to the docket, the formal schedules of assets and
liabilities and the statement of financial affairs are due
Dec. 31, 2013.

The Law Offices of Stephen R. Wade, in Claremont, California,
serves as counsel.


CYANCO INTERMEDIATE: Moody's Retains Ratings Over Upsized Loan
--------------------------------------------------------------
Moody's Investors Service said that the $10 million increase in
Cyanco Intermediate Corp.'s (B2, negative) add-on term loan to $60
million from $50 million will not affect the firm's Corporate
Family Rating (CFR) or debt ratings.

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.


D & L ENERGY: Court Declined to Extend Exclusivity
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio denied
the second request of D & L Energy, Inc., and Petroflow, Inc., to
extend their exclusivity period to file a chapter 11 plan and
solicit acceptances for that plan.

As reported in the Troubled Company Reporter on Dec. 3, 2013, the
Debtors requested that the Court extend their exclusive period to
file a Chapter 11 plan until Feb. 10, 2014, and the exclusive
period to solicit acceptances of that plan until April 11, without
prejudice to their right to seek further extensions.

Kathryn A. Belfance, Esq., at Roderick Linton Belfance LLP,
explained that the Debtors in September 2013 filed two motions
seeking approval to sell substantially all of its assets and
approving sale procedures with respect to the sale.  Since that
date, the Debtors have focused substantially all of its efforts
working diligently and expeditiously to market and ready its
assets for a sale in November 2013.

According to Ms. Belfance, one aspect of readying and preserving
the Debtors' assets for sale was reviewing each of the oil and gas
leases in order to file omnibus motions with respect to the leases
seeking a determination that said leases do not fall within the
scope of 11 U.S.C. Sec. 365, or alternatively, seeking to assume
the same prior to the deadline set forth in Sec. 365(d)(4).  Due
to the sheer volume of leases in which Debtor is lessee, the
effort of reviewing and categorizing each of the leases required a
significant amount of Debtors' resources.

The Debtors believed that the auction for substantially all of
assets will generate sufficient proceeds to satisfy its creditors
in full.  While the Debtors continue to work diligently and
expeditiously towards an orderly reorganization, they presently
require additional time to explore its restructuring alternatives.

                         Contingencies

Ms. Belfance also noted that "cause" exists to extend exclusivity
because the Debtors need additional time to resolve various
contingencies before it can finalize any viable plan.  The Debtors
require additional time to evaluate the proofs of claim that have
been timely filed, along with any claims or cure amounts that
arise while the Debtors attempt to assume, if necessary, any
contracts and unexpired leases, including oil and gas leases which
cover 5,200 parcels of real estate.

In light of the size and complexity of the Chapter 11 cases, the
discussions with the creditors committee, and the ongoing efforts
to quantify the Debtors' total liabilities, additional time is
needed for the Debtor to develop and negotiate a plan and to
prepare a disclosure statement, Ms. Belfance told the Court.

                        About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.

Resource Land Holdings emerged as the winning bidder for the
substantially all of the Debtor's assets.  Resource Land offered
to buy the assets for $20.4 million.


DELTA AIR: S&P Raises CCR to 'BB-', Off Watch Positive
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Atlanta, Ga.-based Delta Air Lines Inc. (Delta) to 'BB-'
from 'B+'.  The outlook is stable.

At the same time, S&P raised its issue-level ratings on Delta's
term loan and revolving credit facility--which are secured by its
Atlantic routes, gates, and slots--to 'BB+' from 'BB'; S&P raised
its issue-level ratings on Delta's term loan and revolving credit
facility -- which are secured by its Pacific routes, gates, and
slots -- to 'BB' from 'BB-'; and S&P raised its ratings on most of
the company's enhanced equipment trust certificates (EETCs) by one
notch.  The only EETCs that we did not upgrade are Delta's 2007-1A
and 2007-1B certificates, for which the somewhat reduced
collateral coverage offset the effect of the higher corporate
credit rating.

In addition, S&P removed all ratings from CreditWatch, where it
placed them with positive implications on Nov. 26, 2013.

S&P based its upgrade on its assessment of Delta's business risk
as "fair" under its revised criteria, which incorporates the
company's "strong" competitive position, and S&P's assessment of
industry risk as "high" and country risk as "low."  The company is
the third-largest U.S. airline, with hubs or major operations in
Atlanta, New York (both LaGuardia and JFK airports), Detroit, and
Minneapolis.  It also has a strong presence in the Pacific and to
Europe (through its alliance with AirFrance/KLM). In June 2013,
Delta bought a 49% stake in Virgin Atlantic (the second-largest
airline at London's Heathrow airport), which S&P expects will
strengthen the company's European presence; the companies begin
their joint venture on Jan. 1, 2014.  In Latin America, Delta is
expanding its partnerships with GOL (in Brazil) and Aeromexico.

The "strong" competitive position also incorporates S&P's
assessment of the company's above-average profitability based on
its above-average return on capital and EBITDA margin.

S&P's assessment of Delta's financial risk profile as "aggressive"
is based on its expectation of rising revenues, improved margins,
and continued debt reduction.

Based on S&P's revised criteria for ratios and adjustments, it
nets unrestricted cash in excess of Delta's credit agreement
covenant minimum against debt, which modestly boosts its credit
ratios relative to our previous calculation.  The revised criteria
also provide that the full amount of operating lease rentals (not
just the interest component) is added to adjusted EBITDA, which
improves debt/EBITDA. For the 12 months ended Sept. 30, 2013,
Delta's funds from operations (FFO) to debt was 16% and
debt/EBITDA was 4.2x.  "With our expectation of continued strong
operating performance, due to the airline industry's generally
favorable revenue environment and relatively stable fuel prices,
and with continued debt reduction, we anticipate the company's
credit metrics will continue to improve," said credit analyst
Betsy Snyder.

S&P's base case assumes:

   -- Revenue growth of around 5% in 2014 and 7% in 2015 based on
      increased traffic and higher pricing due to Delta's growing
      alliances and increased presence in the New York market,
      which should increase premium higher-yielding traffic;

   -- Oil prices remaining relatively stable through 2015;

   -- Increasing operating margins in both 2014 and 2015; and

   -- Continued debt reduction.

Based on these assumptions, S&P arrives at the following credit
measures for 2013 and 2014:

   -- FFO to debt of around 20%;

   -- Debt/EBITDA of around 3.8x in 2013, declining to 3x in 2014;
      and

   -- Continued positive free cash flow.

The combination of a "fair" business risk profile and an
"aggressive" financial risk profile result in an initial
analytical outcome (the "anchor") of 'bb-'.  Modifiers to the
rating were all neutral, resulting in the 'BB-' corporate credit
rating.

Standard & Poor's expects Delta will continue to generate solid
earnings and cash flow, with gradually improving credit metrics
through 2014, despite ongoing share repurchases.

S&P do not expect to raise its ratings on Delta over the next
year, but could do so if debt reduction and rising cash flow
increase FFO to debt to the low-20% area for a sustained period.

S&P do not expect to lower its ratings on Delta over the next
year, but could do so if adverse industry conditions, such as
slower-than-expected economic growth or a prolonged spike in fuel
prices, decreases Delta's FFO to debt to the low-teens percent
area for a sustained period.


DEMCO INC: May Borrow $1MM From Nat'l Environmental Safety
----------------------------------------------------------
The Bankruptcy Court authorized on Dec. 11, 2013, DEMCO Inc., to
enter into a further debtor-in-possession financing agreement with
National Environmental Safety Company, Inc.

As reported in the Troubled Company Reporter on Dec. 10, 2013,
Daniel F. Brown, Esq., at Andreozzi, Bluestein, Weber, Brown, LLP,
on behalf of the Debtor, requested for authorization to obtain DIP
financing of up to $1,000,000 from National Environmental,
pursuant to the proposed Replacement Promissory Grid Note and the
Restated Security Agreement.

As reported in the TCR on March 27, 2013, the Debtor won Court
permission to borrow up to $500,000 from National Environmental,
and grant the DIP lender a first priority lien on all new accounts
and new general intangibles arising from work performed using the
DIP financing, as well as a first priority lien on all personal
property acquired by or earned by the Debtor via purchase or lease
using the proceeds of the DIP financing or using proceeds of all
new contract rights and accounts.

Through the new motion, Mr. Brown said that the increased amount
of financing will assist the Debtor to begin to perform additional
new projects.

At the present time, National Environmental is proposing to lend
to the Debtor, solely at National Environmental's discretion, up
to $1,000,000, on a demand basis, with interest at a rate of
10 percent per annum, secured by all new accounts and new general
intangibles arising after the March 22, 2013 date of Court
approval of the Debtor's initial DIP Financing, as well as a first
priority lien on all personal property acquired by the Debtor via
purchase or lease using the proceeds of such financing or using
proceeds of all new contract rights and accounts.

                     About Demco Inc.

Demco, Inc., aka Decommissioning & Environmental Management
Company, is a specialty trade contractor based in West Seneca, New
York, which provides demolition services, nuclear work,
environmental clean-up, disaster response and a variety of other
services throughout the United States and, on a project-by-project
basis, internationally.  Some of Demco's better known demolition
projects in the past have included the Rocky Flats Nuclear Power
Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial
Auditorium, and the Sunflower Army Ammunition Plant.

Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No.
12-12465) on Aug. 6, 2012.  Bankruptcy Judge Michael J. Kaplan
presides over the case.  Daniel F. Brown, Esq., at Andreozzi,
Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the
Debtor in its restructuring effort.  Freed Maxick CPAs, P.C.
serves as its accountants, and Horizons Consulting, LLC, serves as
its tax consultants. The Debtor estimated assets and debts at $10
million to $50 million.  The petition was signed by Michael J.
Morin, controller.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
creditors to serve on the Official Committee of Unsecured
Creditors.

First Niagara Bank, the cash collateral lender, is represented by
William F. Savino, Esq., at Damon Morey.


DESIGNLINE CORP: Trustee Has Until Jan. 3 to Decide on Leases
-------------------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina extended until Jan. 3, 2014,
the time for Elaine T. Rudisill, the chapter 11 trustee for
Designline Corporation, et al., to assume or reject the leases
with CK Nevada Boulevard, LLC and EOS Industrial at Crossroads,
LLC.

The trustee and the Official Committee of Unsecured Creditors, in
their joint motion, stated that the trustee is still trying to
determine whether the leases will be assumed and potentially
assigned, or whether the leases will be rejected.

                       About DesignLine

DesignLine Corporation is a manufacturer of coach, electric and
range-extended electric (hybrid) buses founded in Ashburton, New
Zealand in 1985. It was acquired by American interests in 2006,
and DesignLine Corporations' headquarters was relocated to
Charlotte, North Carolina. DesignLine Corporation is no longer
affiliated with the DesignLine operations in New Zealand, which
was placed in liquidation in 2011.

DesignLine Corporation and DesignLine USA LLC originally sought
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on
Aug. 15, 2013. Katie Goodman signed the petitions as chief
restructuring officer. The Debtors estimated assets and debts of
at least $10 million. On Sept. 5, 2013, the case was transferred
to the U.S. Bankruptcy Court for the Western District of North
Carolina (Case Nos. 13-31943 and 13-31944).

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at
Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors'
bankruptcy counsel. The Debtors' financial advisor is GGG
Partners LLC.

The Court approved on Nov. 1, 2013, the sale of substantially all
of the assets of DesignLine Corp. to Wonderland Investment Group,
Inc., whose bid of $1.6 million for the assets prevailed over six
other qualified bidders at the auction on Oct. 28, 2013.

A five-member unsecured creditors panel has been appointed in the
Debtors' cases. Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.
The Committee tapped to retain CBIZ MHM, LLC as their financial
advisor.


DETROIT, MI: Seeks to Pay UBS, BofA $230 Million to End Swaps
-------------------------------------------------------------
Steven Church and Steven Raphael, writing for Bloomberg News,
reported that Detroit, the biggest U.S. city to file for
bankruptcy, is seeking a permission to pay UBS AG and Bank of
America Corp. $230 million to cancel payments on swaps that
threaten the city's revenue from casino taxes.

According to the report, a three-day trial began on Dec. 17 before
U.S. Bankruptcy Judge Steven Rhodes in Detroit on the city's
request to make the payment as part of a deal to cancel interest-
rate swap contracts that have cost it about $4 million a month
since July 2009. To pay for the settlement, the city wants Judge
Rhodes to let it borrow $350 million.

Buying out the swaps will keep the casino taxes, one of Detroit's
best sources of money, from going to the banks, Corinne Ball, a
lawyer for the city, told Judge Rhodes, the report related.

"Cash is the lifeline for the city," she said, the report cited.

Creditors led by bond insurer Syncora Guarantee Inc. oppose the
settlement, saying it costs too much, the report further related.
The city hasn't proved it would lose if it sued to cancel the
contracts instead of settling with the banks, Syncora said.

                 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: As Bond Insurers Drop Objections, Ch. 9 Progresses
---------------------------------------------------------------
Reuters reported that Detroit's path through bankruptcy began to
take shape on Dec. 17, with a second bond insurance firm ready to
drop its objections to a controversial city financing plan,
joining another bond insurer, bondholders and a committee of
retired city workers in reaching agreements with the city.  But
other objectors remain, including bond insurers Syncora Guarantee
Inc. and Financial Guaranty Insurance Co, which are continuing an
effort to derail an expensive interest-rate swaps deal at a
discount.

According to the report, the two companies insured the swaps and
$1.45 billion of pension debt associated with the swaps. Detroit
needs the swaps deal in order to obtain a $350 million loan, some
of which would be used to improve city services.

A few holders of $375 million of Detroit's pension debt also said
they were dropping their objection to the swaps deal after
reaching an agreement with the city that would not prevent them
from pursuing future claims, the report related.

The various agreements are emerging against the backdrop of a
scheduled three-day hearing in bankruptcy court, the report said.
At the hearing, Detroit began defending a key complex transaction
in which the city would terminate a crippling interest-rate swap
deal while securing a $350 million loan, known as debtor-in-
possession financing.

Bond insurers have argued that the swaps deal gives an advantage
to the city's counterparties in the swaps contracts, at the
expense of other creditors, the report added.

                 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: Bankruptcy Judge Suspends Hearing on Swaps Deal
------------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that the judge
overseeing Detroit's bankruptcy case suspended a hearing on a $350
million accord to end interest-rate swaps and provide working
capital for the city, instead urging the city to renegotiate the
deal.

According to the report, the hearing was scheduled to continue
through Thursday, but U.S. Bankruptcy Court Judge Steven Rhodes
asked Detroit to use the time scheduled for court instead to seek
better terms from the swaps counterparties. The current deal has
the city paying 75 percent of what it owes those firms, UBS AG and
Bank of America Corp's Merrill Lynch Capital Services.

Judge Rhodes ordered the parties back to court on Dec. 20 at 10
a.m. (1500 GMT) to discuss the status of the negotiations, the
report related.  He said the hearing would be continued at a later
date.

"I would encourage that as strongly as I can," Judge Rhodes said,
regarding the city's efforts to negotiate a better deal.

Thomas Cullen, an attorney at Jones Day who is representing
Detroit, said the city would see if "there is a number, a
sweetening of the deal, that would make it go away," the report
further related.  Though he said he was doubtful it was possible.

                 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: Christie's Values Art at Up to $867 Million
--------------------------------------------------------
Reuters reported that the value of the collection at the Detroit
Institute of Arts falls within a range from $454 million up to
$867 million, auction house Christie's said in its final report to
the city's state-appointed emergency manager Kevyn Orr.

According to the report, the appraisal only covered works owned by
the city of Detroit, which account for only around 5 percent of
the museum's 66,000 works. The appraisal is marginally above a
preliminary estimate from Christie's, which gave a maximum value
of $866 million to the works owned by the city.

Emergency manager Orr filed for Chapter 9 bankruptcy protection
for Detroit in July and is seeking ways to pay off creditors and
fund basic services once the city emerges from bankruptcy.

                 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.


DTS8 COFFEE: Incurs $94,000 Net Loss in Oct. 31 Quarter
-------------------------------------------------------
DTS8 Coffee Company, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $94,471 on $70,880 of sales for the three months
ended Oct. 31, 2013, as compared with a net loss of $109,779 on
$63,621 of sales for the same period a year ago.

For the six months ended Oct. 31, 2013, the Company reported a net
loss of $158,513 on $142,235 of sales as compared with a net loss
of $183,522 on $119,793 of sales for the same period during the
prior year.

As of Oct. 31, 2013, the Company had $4.63 million in total
assets, $934,659 in total liabilities, all current, and $3.69
million in total shareholders' equity.

"The Company has incurred material losses from operations.  At
October 31, 2013, the Company had an accumulated deficit in
addition to limited cash, limited revenue and unprofitable
operations.  For the period ended October 31, 2013, the Company
sustained net losses.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern for a reasonable period of time," the Company said
in the Report.

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

                        http://is.gd/nsQ7NV


                         About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

Malone & Bailey, PC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations, which
raises substantial doubt about its ability to continue as a going
concern.


DUMA ENERGY: Scaturro Pasquale 13.9% Owner as of Dec. 9
-------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Scaturro Pasquale V. disclosed that as of Dec. 9,
2013, he beneficially owned 8,709,413 shares of common stock of
Duma Energy Corp representing 13.9 percent of the shares
outstanding.  Mr. Scaturro acquired 8,709,413 shares of the
Issuer's common stock at the closing of the Share Exchange
Agreement whereby Duma Energy Corp acquired Hydrocarb Corporation.
A copy of the regulatory filing is available for free at:

                        http://is.gd/FI2rvp

                         About Duma Energy

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

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


DUNE ENERGY: Strategic Value Held 25.1% Equity Stake at June 28
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Strategic Value Partners, LLC, and its
affiliates disclosed that as of June 28, 2013, they beneficially
owned 17,917,244 shares of common stock of Dune Energy, Inc.,
representing 25.1 percent of the shares outstanding.  Strategic
Value previously reported beneficial ownership of 16,283,642
common shares as of May 8, 2013.  A copy of the regulatory filing
is available for free http://is.gd/baVKI8

                          About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $34.91 million on $43.57 million of total revenues as
compared with a net loss of $4.10 million on $39.94 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $252.02
million in total assets, $117.49 million in total liabilities and
$134.52 million in total stockholders' equity.


EDISON MISSION: Second Modified Plan Filed
------------------------------------------
BankruptcyData reported that Edison Mission Energy filed with the
U.S. Bankruptcy Court a Second Modified Joint Chapter 11 Plan of
Reorganization and Second Amended Disclosure Statement.

According to the Disclosure Statement, "The Plan provides for a
sale (the 'NRG Transaction') of substantially all of EME's assets,
including its direct and indirect equity interests in the Debtor
Subsidiaries and the Non-Debtor Subsidiaries (other than any Homer
City Debtor and any subsidiary of any Homer City Debtor), to NRG
Energy Holdings Inc. ('Purchaser' or 'NRG'), a subsidiary of NRG
Energy, Inc. ('Parent,' together with Purchaser, the 'Purchaser
Parties'), a Fortune 500 company and the largest competitive power
generation company in the U.S., with approximately 47,000 MW of
fossil, nuclear, solar, and wind generation capacity. In exchange
for this transfer, Purchaser will provide EME's estate with the
Sale Proceeds of $2,635 million (comprised of $2,285 million
payable in cash and $350 million payable in Parent Common Stock)
to be distributed by the Debtors in accordance with the Plan and
assume certain liabilities of the Debtors, including the leveraged
leases for Debtor Midwest Generation, LLC's Powerton and Joliet
facilities. The Debtors, the Purchaser Parties, the Committee, the
Supporting Noteholders, and the PoJo Parties entered into the Plan
Sponsor Agreement, which was approved by the Bankruptcy Court on
October 24, 2013, to implement the NRG Transaction pursuant to the
Plan."

The Plan further contemplates that, as a general matter, holders
of intercompany claims against EME, intercompany claims against
subsidiary Debtors, subordinated claims against EME, subordinated
claims against subsidiary Debtors and subordinated claims against
Homer City Debtors shall receive no distribution on account of
their claims.

                      About Edison Mission

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

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

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

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

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

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

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

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

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

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

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


ELCOM HOTEL: Homeowners' Association Buys One Bal Harbor Resort
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the sale of the One Bal Harbor Resort & Spa in Bal
Harbor, Florida shows how the highest bid isn't always the one to
win approval from the bankruptcy court.

According to the report, the project went into Chapter 11 in
January with an eye to sell. The property includes a hotel,
resort, spa, and restaurant, with 185 condominium units and 124
hotel condominium units.

The bankrupt company owns nine of the hotel condominium units. The
property had been taken over by a receiver.

At an auction this month, there were three bidders, including the
residential homeowners' association, whose final bid was $13.4
million.

A third party came out with the highest bid, $13.5 million.

The project's owner concluded that the homeowners' bid was the
best bid because it obviated litigation and related disputes. The
bankruptcy judge went along with that business judgment and
approved the sale to the association on Dec. 18.

                        About Elcom Hotel

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

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

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

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

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


ENCYCLE/TEXAS: Former Asarco Unit to Be Auctioned Off Jan. 17
-------------------------------------------------------------
The U.S. Bankruptcy Court in Corpus Christi, Texas, approved
guidelines to govern the sale of Encycle/Texas Inc.'s assets.

The Chapter 7 Trustee, Mike Boudloche, sought approval of the
bidding procedures.

The sale will include at least 63.94 acres located at 5500 Up
River Rd., in Corpus Christi.

The Court may conduct an auction starting at 10:30 a.m. Central
Time on Jan. 17, 2014.  Bids are due Jan. 15.

According to the notice of auction and sale hearing, a proposed
purchaser is under contract.  The purchaser is represented by Trey
Wood, Esq. -- trey.wood@bgllp.com -- at Bracewell & Guilliani LLP
in Houston.

                        About Encycle/Texas

Encycle/Texas, Inc., operated a large hydrometallurgical
processing complex that chemically recovers the metals in waste
and by-product materials that are received from a variety of
manufacturing companies nationwide.  The Debtor filed for
chapter 11 protection on Aug. 26, 2005 (Bankr. S.D. Tex. Case No.
05-21304), estimating assets of $50,000 to $100,000 and debts of
$10 million to $50 million. Encycle/Texas was a subsidiary of
bankrupt ASARCO LLC (Bankr. S.D. Tex. Case No. 05-21207).  ASARCO
sought joint administration of Encycle/Texas' chapter 11 case with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation.

Mike Boudloche, the Chapter 7 Trustee, is represented by Michael
Schmidt, Esq., in Corpus Christi.


EQUINIX INC: Moody's Affirms 'Ba3' CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service has changed the outlook of Equinix, Inc.
to stable from positive, primarily due to the company's plans for
higher shareholder returns in the form of dividends and share
repurchase activity. The outlook change is based upon Moody's
expectation that free cash flow will remain negative over the next
several years, primarily due to the company's high capital
intensity and expected dividends, both prior to and following REIT
conversion. The cash demands associated with REIT conversion,
along with Equinix's recently annonced share repurchase program
could also result leverage remaining around 4x for the near to mid
term. Moody's expects Equinix will raise additional debt over the
next several years to finance its cash shortfall such that
leverage could remain relatively flat. At the same time, Moody's
has changed Equinix's Speculative Grade Liquidity Rating (SGL) to
SGL-2 from SGL-1 as Moody's expects a large portion of the
company's existing cash balance will be used to fund share
repurchases and the required payments prior to REIT conversion. As
part of the rating action, Moody's has also affirmed all other
existing ratings, including Equinix's Ba3 corporate family rating
(CFR).

Ratings:

Issuer: Equinix, Inc.

Outlook, Changed To Stable From Positive

Speculative Grade Liquidity Rating, Changed to SGL-2 from SGL-1

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Senior Unsecured Regular Bond/Debenture Apr 1, 2020, Affirmed Ba3
(LGD4, 55%)

Senior Unsecured Regular Bond/Debenture Apr 1, 2023, Affirmed Ba3
(LGD4, 55%)

Senior Unsecured Regular Bond/Debenture Jul 15, 2021, Affirmed Ba3
(LGD4, 55%)

Rating Rationale:

Equinix's Ba3 Corporate Family Rating reflects the company's
position as the leading global independent data center operator
offering carrier-neutral data center and interconnection services
to large enterprises, content distributors and global Internet
companies. The rating also incorporates the company's stable base
of contracted recurring revenues, its strategic real estate
holdings in key communications hubs and the favorable near-term
growth trends for data center services across the world.

These positive factors are offset by significant industry risks,
intensifying competition and relatively high capital intensity
which will likely result in negative free cash flow over the next
two to three years. The rating also reflects Moody's concerns that
the company's cash flow profile will come under pressure with the
high dividend associated with REIT conversion such that it will
need to raise additional debt to finance its dividend and capital
investment program.

Moody's expects Equinix to have good liquidity over the next
twelve months. The company had approximately $1.2 billion in cash
or equivalents at September 30, 2013 and an undrawn $550 million
revolving credit facility. The company's free cash flow is
expected to be negative 2014 driven by its high capital investment
program along with the required payments associated with the
potential REIT conversion process at the end of 2014. The company
also has a $500 million share repurchase program which Moody's
expects the company will complete by year end 2014.

Moody's could raise Equinix' ratings if the company generates
positive free cash flow and Moody's adjusted leverage trends below
4x, both on a sustainable basis. The ratings could be lowered if
liquidity were to become strained, if industry pricing were to
deteriorate due to competitive pressure or leverage were to
approach 5x (Moody's adjusted).

Headquartered in Redwood City, CA, Equinix, Inc. ("Equinix" or the
"company") is the largest publicly traded carrier-neutral data
center hosting provider in the world with operation in 31 markets
across the Americas, EMEA and Asia-Pacific.


ESSENTIAL POWER: Moody's Lowers 1st Lien Debt Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service downgraded Essential Power LLC's 1st
Lien Senior Secured Facilities to Ba3 from Ba2 and downgraded the
2nd Lien Secured Notes to B1 and Ba3. Ratings have been placed
under review for possible further downgrade.

Ratings Rationale:

The rating action reflects Essential Power's tightening financial
metrics due to the substantial loss crystallized from Heat Rate
Call Options (HRCOs) at the Newington plant, and the subsequent
shift in the plant's operating profile effectively to fully
merchant as the HRCOs have been crystallized with offsetting
positions. The rating action also takes into account continued New
England gas supply challenges, the Borrower's decreasing liquidity
profile and the tightening covenant cushion in light of the HRCO
settlements through 2016. Capacity prices in both the PJM and NE-
ISO markets have been on a downward trend causing further pressure
on Essential Power's future revenues.

Essential Power is 100% owned by a fund managed by IFM Investors
an Australian-based investment management company with US$15
billion of global infrastructure investments under management.
Moody's notes that, including the initial acquisition, IFM has
made a significant equity investment in Essential Power. Moody's
rating action incorporates a view that IFM will continue to
provide support to the Borrower. While the form and amount of this
support is not known at this stage, Moody's anticipates that it
will be sufficient to cover Essential Power's crystallized
liability on the Newington HRCO settlement, and potentially ensure
covenant compliance over the coming quarters.

The rating on the 2nd lien debt is also lowered by one notch to B1
from Ba3 owing to the reasons outlined above, including the
expectations for weak financial metrics and increased reliance on
merchant cash flows following the crystallization of the HRCOs at
Newington. The current one notch rating differential between the
1st and the 2nd debt is reflective of the terms of the cashflow
waterfall in the credit documents that provides for 2nd lien
interest to be paid after the 1st lien interest and 1st lien
mandatory principal amortization, but before the 1st lien cash
flow sweep as well as the recognition that a cross default exists
between the 1st and 2nd lien debt facilities.

The ratings for Essential Power's 1st and 2nd lien debt remain
under review for possible downgrade. Over the course of the review
period, Moody's intends to gain greater clarity around the
company's strategy to execute replacement hedges over the 2014
budget and intermediate term multi-year period as the portfolio's
future earnings stream shifts from a highly contracted and hedged
cash flow profile to one characterized by greater exposure to
merchant energy markets at its two largest plants. Importantly,
the review will evaluate the degree and component parts of needed
sponsor support from IFM to the Borrower. If the sponsor support
is determined not to be sufficient to stabilize credit quality or
if the future earnings stream prospects remain weak, the
possibility of a multi-notch rating change for both 1st lien and
2nd lien facilities emerges. Moreover, irrespective of the level
of support from IFM, the current notching between the 1st and 2nd
lien facilities will be analyzed and could widen depending upon
Moody's view of the recovery prospects for 2nd lien debt.

The last rating action was on July 18, 2012, when the Ba2 rating
was assigned to Essential Power's issuance of $665 million Senior
Secured Credit Facilities.

Essential Power, LLC is a wholesale power generation and marketing
company. It is a special purpose entity formed by Industry Funds
Management Pty Ltd. to acquire and hold a portfolio of five power
generation assets totaling 1,721 MW located in the ISO-New England
and PJM power markets. The portfolio was acquired from
Consolidated Edison Development, Inc in 2008.

IFM is an investment management company based in Australia
specializing in the management of private investment products
across infrastructure, listed equities, private equity and debt.
It is ultimately owned by 30 major Australian pension funds. IFM
has approximately US$50 billion under management across a range of
investment products, including US$15 billion of global
infrastructure investments under management.


FAIRMONT GENERAL: Ombudsman Hires Greenberg Traurig as Counsel
--------------------------------------------------------------
Suzanne Koenig, the Chapter 11 patient care ombudsman of Fairmont
General Hospital, Inc. and Fairmont Physicians, Inc., seeks
authorization from the U.S. Bankruptcy Court for the Northern
District of West Virginia to employ Greenberg Traurig, LLP, as her
counsel, nunc pro tunc to Nov. 14, 2013.

The Ombudsman requires Greenberg Traurig to:

   (a) represent the Ombudsman in any proceeding or hearing in the
       Bankruptcy Court, and in any action in other courts where
       the rights of the patients may be litigated or affected as
       a result of these cases;

   (b) advise the Ombudsman concerning the requirements of the
       Bankruptcy Code and Bankruptcy Rules and the requirements
       of the Office of the U.S. Trustee relating to the discharge
       of her duties under section 333 of the Bankruptcy Code;

   (c) advise and represent the Ombudsman concerning any potential
       health law related issues; and

   (d) perform other legal services as may be required under the
       circumstances of these cases in accordance with the
       Ombudsman's powers and duties as set forth in the
       Bankruptcy Code, including assisting the Ombudsman with
       reports to the Court, fee applications or other matters.

Greenberg Traurig will be paid at these hourly rates:

       Shareholders                      $350-$900
       Of Counsel                        $250-$900
       Associates                        $270-$720
       Legal Assistants/Paralegals       $115-$320

Greenberg Traurig will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Nancy A. Peterman, Esq., shareholder of Greenberg Traurig, 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.

Greenberg Traurig can be reached at:

       Nancy A. Peterman, Esq.
       GREENBERG TRAURIG, LLP
       77 West Wacker Drive, Suite 3100
       Chicago, IL 60601
       Tel: (312) 456-8400
       Fax: (312) 456-8435

                 About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between
$10 million and $50 million in both assets and debts.

The fourth-largest employer in Marion County, West Virginia, filed
for bankruptcy as it looks to partner with another hospital or
health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.


FAIRMONT GENERAL: Ombudsman Hires SAK Management as Advisor
-----------------------------------------------------------
Suzanne Koenig, the Chapter 11 patient care ombudsman of Fairmont
General Hospital, Inc. and Fairmont Physicians, Inc., asks for
permission from the U.S. Bankruptcy Court for the Northern
District of West Virginia to employ her firm, SAK Management
Services, LLC, as her medical operations advisor, nunc pro tunc to
Nov. 14, 2013.

The Ombudsman requires SAK Management to:

   (a) conduct interviews of patients and facility staff as
       required;

   (b) review license and governmental permits;

   (c) review adequacy of staffing, supplies and equipment;

   (d) review safetly standards;

   (e) review facility maintenance issues or reports;

   (f) review patient, family, staff or employee complaints;

   (g) review risk management reports;

   (h) review litigation relating to the Debtors;

   (i) review patient records;

   (j) review any possible sale or restructuring of the Debtors
       and how it impacts patients;

   (k) review other information, as applicable to the Debtors and
       these cases including without limitation, EMTALA
       violations, lists of death and hospital codes, in patient
       and out patient surgery schedules, surgery cancellations,
       patient satisfaction survey results, regulatory or JCAHO
       reports, utilization review reports, discharged and
       transferred patient reports, staff recruitment plan and
       nurse/patient/acuity staffing plans;

   (l) review various financial information, including, without
       limitation, current financial statements, cash projections,
       accounts receivable reports and accounts payable reports;
       and

   (m) assist the Ombudsman with other services as may be required
       under the circumstances of these Cases, including any
       diligence or investigation required for the reports to be
       submitted by the Ombudsman.

SAK Management will be paid at these hourly rates:

       Suzanne Koenig                 $450
       Joyce Ciyou                    $400
       Bruce Harris                   $400
       Elizabeht Ciyou-Allee          $375
       Shannon Hauser                 $375
       Helen Colon                    $250

Other professionals will render services to the Ombudsman as
needed.  Generally SAK Management's hourly rates range between
$175 and $450.

SAK Management will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Suzanne Koenig, president of SAK Management, 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.

SAK Management can be reached at:

       Suzanne Koenig
       SAK MANAGEMENT SERVICES, LLC
       One Northfield Plaza, Suite 480
       Northfield, IL 60093
       Tel: (847) 446-8400
       Fax: (847) 446-8432
       E-mail: skoenig@sakmgmt.com

                      About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between
$10 million and $50 million in both assets and debts.

The fourth-largest employer in Marion County, West Virginia, filed
for bankruptcy as it looks to partner with another hospital or
health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents
the Committee as local counsel.


FIRSTMED EMC: Six Companies File for Liquidation
------------------------------------------------
Wayne Faulkner at the Star News Online reports that six companies
associated with the shuttered FirstMed EMC have filed for
liquidation under federal bankruptcy laws.

The petitions, filed in U.S. Bankruptcy Court for Eastern North
Carolina, list 1,000 to 5,000 creditors owed $10 million to $50
million, according to Star News Online.  The companies' assets
were listed as $1 million to $10 million.

The companies are:

   -- Eastern Ambulette & Ambulance Service Inc.,
   -- Coastline Care,
   -- Eastern Shore Acquisition Corp.,
   -- Eastern Shore Ambulance,
   -- MarMac Tranportation Services, and
   -- TransMed, doing business as TransMed of Georgetown LLC.

All have an address of 379 Front St., where FirstMed has its
headquarters.

The report notes that FirstMed Inc., a private medical
transportation company, abruptly closed its doors Dec. 6 and
terminated its employees.

Then, on Dec. 10, a FirstMed employee filed a class-action suit
against the company seeking 60 days' worth of wages and other
compensation for about 2,000 employees who lost their jobs, the
report relates.

The suit, filed in U.S. District Court for Eastern North Carolina,
says that FirstMed violated the federal WARN act in not giving
advance written notice to employees of their terminations, the
report says.

WARN, which stands for the Worker Adjustment and Retraining
Notification Act, requires employers under certain circumstances
to provide 60 days' notice of covered plant closings and mass
layoffs. Though the law is a federal one, the notice would be
filed with the N.C. Department of Commerce.

The Chapter 7 filings by the companies "in a sense are a good
thing," said Jack A. Raisner of Outten & Golden in New York City
and attorney for plaintiff Branden Engle in the class-action case,
the report adds.


FINJAN HOLDINGS: Unit Sues Proofpoint Over Infringement Claims
--------------------------------------------------------------
Finjan Holdings, Inc.'s subsidiary, Finjan, Inc., has filed a
patent infringement lawsuit against Proofpoint, Inc., and its
subsidiary Armorize Technologies, Inc., alleging infringement of
Finjan patents relating to endpoint, web, and network security
technologies.

The complaint, filed Monday Dec. 16, 2013, in the U.S. District
Court for the Northern District of California, alleges that
Proofpoint's products and services infringe upon eight of Finjan's
patents.  In the complaint, Finjan is seeking undisclosed damages
from Proofpoint and Armorize.

"As the result of extensive R&D, Finjan has been awarded a
considerable patent portfolio covering core inventions in
behavior-based intrusion prevention and detection technologies
commonly deployed across the endpoint, web and networking
markets," commented the Company's President, Phil Hartstein.
"Finjan is committed to protecting its proprietary inventions
through active enforcement of patent rights, where necessary.
This action against Proofpoint is intended to highlight our
commitment to protect our intellectual property and particularly,
against an unlicensed company in direct competition with our
existing licensing partners."

Recognized internationally as a pioneer and leader in web and
network security, Finjan's decades-long investment in innovation
is captured in its patent portfolio, centered around software and
hardware technologies capable of proactively detecting previously
unknown and emerging threats on a real-time, behavior-based basis.
Finjan has successfully licensed its patents to five major
software and technology companies around the world.

                             About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  Finjan
Holdings's balance sheet at Sept. 30, 2013, showed $30.35
million in total assets, $927,000 in total liabilities and $29.42
million in total stockholders' equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.


FIRST DATA: Offering $725 Million of Senior Subordinated Notes
--------------------------------------------------------------
First Data Corporation intends to offer $725 million aggregate
principal amount of its 11.75 percent senior subordinated notes
due 2021, subject to market conditions.  The notes will be issued
at 103.5 percent.

First Data intends to use the proceeds from the offering, together
with cash on hand, to redeem a portion of its outstanding 11.25
percent senior subordinated notes due 2016 and to pay related fees
and expenses.  The Notes are expected to be treated as a single
series with, and will have the same terms as those of, $750
million aggregate principal amount of the existing 11.75 percent
senior subordinated notes due 2021 previously issued by First Data
on May 30, 2013, and $1 billion aggregate principal amount of the
existing 11.75 percent senior subordinated notes due 2021
previously issued by First Data on Nov. 19, 2013, except that the
Notes will be subject to a separate registration rights agreement
and will be issued initially under CUSIP numbers different from
the existing 11.75 percent notes that are exchanged in a
registered exchange offer First Data intends to effect.

The Notes have not been registered under the Securities Act of
1933, as amended, and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

The Company's balance sheet at Sept. 30, 2013, showed $36.84
billion in total assets, $34.97 billion in total liabilities,
$67.9 million in redeemable noncontrolling interest and $1.79
billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRTH RIXSON: Moody's Affirms B3 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
(CFR) and all other ratings, of JFB Firth Rixson, Inc. and changed
the rating outlook to negative from stable. The affirmation
anticipates the completion of a bank credit facility amendment
whereby the scheduled test thresholds of the maximum leverage
ratio covenant would rise. With the added covenant headroom, Firth
Rixson should possess better maneuvering room to complete the
large capital expenditure program the company is undertaking.
Notwithstanding the additional covenant headroom, the negative
outlook reflects Moody's expectation that the soft demand
environment that constrained the company's operating performance
during 2013 will continue into 2014. As a result free cash flow
generation will likely be negative during the near term. In
addition, debt balances will continue to increase due to accretion
under pay-in-kind ("PIK") interest provisions of the company's
mezzanine and HoldCo debts. Because of these factors, credit
metrics may not improve in the coming year which could expose the
company to risk of a rating downgrade.

The following ratings were affirmed:

Corporate Family, B3

Probability of Default, B3-PD

$120 million senior secured revolver due March 2017, Ba3 (LGD2, to
22% from 21%)

$420 million senior secured term loan due June 2017, Ba3 (LGD2, to
22% from 21%)

GBP180 million senior secured term loan due June 2017 Ba3 (LGD2,
to 22% from 21%)

Rating Outlook, to Negative from Stable

Ratings Rationale:

The B3 CFR reflects Firth Rixson's high financial leverage
(Moody's estimates FY2013 debt/EBITDA at slightly less than 8x
before lease adjustments, including the HoldCo PIK notes),
execution risk associated with planned expansion capital spending,
and the long lead-times before these projects may fully realize
earnings/cash flow potential. Until the high capital spending
period concludes in FY2015 available liquidity will likely trend
lower. The B3 also considers the company's longstanding
relationship with the aircraft engine Original Equipment
Manufacturers ("OEMs") and its good presence in the engine parts
aftermarket. These strengths are balanced against some oversupply
within the industry and decisions by some customers to defer
maintenance. These factors have weakened end market fundamentals
of late. Although delayed parts acceptance and qualifications of
new engine programs has weighed on the company's financial
performance in FY2013 and may continue to present headwinds,
revenue and earnings opportunities from these numerous programs
are meaningful and hold much long-term potential. As well, with
the gradual U.S. and European economic improvement that Moody's
expects over 2014 and 2015, the company's industrial and other
capital goods based end markets should expand.

The negative rating outlook incorporates the challenging
combination of high financial leverage, the internal cash flow
deficit expected, limited liquidity, and Moody's expectation for
only gradual improvement in end market demand for the company's
products over the near-term. Although the likelihood of a
financial covenant breach will diminish with the amendment,
utilization of the revolving credit facility could become high if
performance does not improve in FY2014.

A ratings downgrade could occur if the ability to maintain
headroom under the financial covenant thresholds weakens, if the
likelihood of a free cash flow generative operational position by
early 2015 seems low, or if debt/EBITDA exceeds 7x.

A ratings upgrade, currently unanticipated, would depend upon
expectation of debt/EBITDA closer to 5x and expectation of free
cash flow to debt of 5% or higher and a good liquidity profile.
The rating outlook may be stabilized with expectation of free cash
flow generation near term and debt/EBITDA in the mid 6x range.

Firth Rixson, headquartered in East Hartford, CT, is a global
supplier of highly engineered rings, forgings and specialist medal
products primarily to aerospace engine manufacturers. The company
also manufacturers forged and metal products for manufacturers in
power generation, oil and gas, mining, defense, automotive and
railway markets. The company is majority-owned by Oak Hill Capital
Partners. Sales for the fiscal year ended September 30, 2013 were
roughly $1 billion.


FISKER AUTOMOTIVE: Judge Approves Additional Financing
------------------------------------------------------
The Associated Press reported that a Delaware judge has approved
additional bankruptcy financing for Fisker Automotive as the
failed electric vehicle continues to make its way through a
Chapter 11 sale process.

According to the report, the judge has signed a second interim
order authorizing an additional $2.7 million in bankruptcy loans
from Hybrid Technologies LLC, Fisker's primary secured lender.
That's on top of about $1.7 million in debtor financing from
Hybrid that the court previously approved.

The money will be used for working capital and bankruptcy expenses
as attorneys for Fisker seek court approval of a sale of the
company's remaining assets to Hybrid, the report said.

Fisker filed for bankruptcy protection last month, three and a
half years after receiving a $529 million loan commitment from the
U.S. Department of Energy, the report related.  Hybrid, owned by
Hong Kong billionaire Richard Li, recently paid $25 million for
DOE's outstanding loan balance, resulting in a loss to federal
taxpayers of $139 million. Hybrid plans to use a $75 million
credit bid based on the secured loan it holds to take ownership of
Anaheim, Calif.-based Fisker.

Delaware taxpayers are on the hook for about $20 million in loans
and grants provided to Fisker in hopes of resurrecting vehicle
production at a shuttered General Motors plant in Wilmington, the
report said.  Gov. Jack Markell and Vice President Joe Biden were
among those on hand when Fisker announced with great fanfare in
2009 that it would build vehicles at the former GM plant.

                    About Fisker Automotive

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

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

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

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

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


FLORIDA GAMING: Bankruptcy Sale Procedures Approved
---------------------------------------------------
Law360 reported that with an agreement in place for operator
Silvermark LLC to serve as a stalking horse bidder, a Florida
bankruptcy judge worked through a few final issues before
approving sale procedures for a planned March 2014 auction of
Casino Miami Jai-Alai.

According to the report, the Dec. 18 confirmation hearing came
close to not happening. U.S. Bankruptcy Judge Robert A. Mark gave
the parties a 24-hour extension on a previously set deadline for
the stalking horse deal.

                        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.


FOCUS RED MANGO: Osbornes Tied to Operator Facing Bankruptcy
------------------------------------------------------------
Russell Hubbard at OMAHA.COM reports that an Omaha operator of Red
Mango frozen yogurt shops has filed for bankruptcy and
liquidation, after closing some locations around town in the fall.

Focus Red Mango, whose investors include former U.S. Rep. and
Nebraska football coaching legend Tom Osborne, filed for Chapter 7
liquidation in U.S. Bankruptcy Court in Omaha.  The petition cites
debts of as much as $500,000 and assets of not more than $50,000.

"Debtor estimates that, after any exempt property is excluded and
administrative expenses paid, there will be no funds available for
distribution to unsecured creditors," the petition reads, signed
by Focus Red Mango Managing Member Bret Cain, the report notes.

Among Focus Red Mango shareholders, officers and directors, Tom
Osborne and wife Nancy are listed as 10 percent owners; Cain is
listed as 80 percent owner, with each of the several other owners
listed as owning 2.5 percent.  The Osbornes are also listed as a
creditor, owed an amount cited as "unknown" in the petition, the
report relates.

According to the report, the largest creditor listed in the filing
is Omaha-based American National Bank, owed about $335,000. Also
listed are many business debts owed to vendors such as utility
companies and pest control services.  One of the largest is
Virginia-based Performance Food Group, owed about $38,000, the
report relates.

The bankruptcy filing says that the three Focus Red Mango store
managers earning $2,600 per month have been paid and that no
amounts are owed to them, the report says.

Focus Red Mango operated three Omaha-area shops, two of which are
shuttered.  The shop at One Pacific Place is open under the
ownership of a new franchise operator, Dallas-based Red Mango
said.


FRONTIER COMMUNICATIONS: Fitch Lowers IDR & LT Debt Ratings to BB
-----------------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) and
long-term debt ratings of Frontier Communications Corporation
(Frontier) (NYSE: FTR) as follows:

-- IDR to 'BB' from 'BB+';
-- Senior unsecured $750 million revolving credit facility
   due 2016 to 'BB' from 'BB+';
-- Senior unsecured notes and debentures to 'BB' from 'BB+'.

The Rating Outlook is revised to Stable from Negative.

In addition, Fitch has revised the ratings of other Frontier
subsidiaries as listed at the end of this release.

Key Rating Drivers:

The downgrade follows a review of Frontier's rating following the
announcement of the definitive agreement to acquire certain
wireline assets in the state of Connecticut from AT&T, Inc. for $2
billion in cash. Fitch believes the positive aspects of the
transaction include the increased scale of Frontier on a post-
transaction basis, including improved free cash flow (FCF, defined
as net cash provided by operating activities less capital spending
and dividends). The assets being acquired will not require
material additional capital spending given past network upgrades
by AT&T. However, the transaction will be mostly funded by
increased debt, leading to an approximate 0.4x increase in
Frontier's net leverage. In Fitch's view, Frontier's net leverage
was weak for the previous 'BB+' rating category, and that
following the acquisition, Frontier's net leverage is expected to
be in the range of 3.7x to 3.8x and will remain elevated over the
next couple of years. The expected range is more reflective of a
'BB' rating.

Ongoing Competitive Pressures: Through three quarters of 2013,
business and residential customer revenue declines have moderated
sequentially and are approaching stability, although potential
headwinds from competitive pressures and technological
substitution remain in place. Revenues have also been affected by
the net effect of reforms to intercarrier compensation. A key
issue for Frontier over time will be to maintain and attract
customers.

Manageable Maturities: Excluding the transaction financing,
Frontier is not expected to need to access the capital markets to
refinance maturing debt through at least 2016. Existing maturities
of approximately $863 million over 2014-2016 can be managed with
cash expected to be on the balance sheet plus FCF.

Liquidity Solid: Supporting the rating is Frontier's ample
liquidity, which is derived from its cash balances and its $750
million revolving credit facility. At Sept. 30, 2013, Frontier had
$661 million in cash. Fitch expects FCF to be in the $275 million
to $325 million range in 2013. Although lower EBITDA, higher
interest expense and higher cash taxes will reduce FCF relative to
2012, the effect is nearly offset by lower capital spending and
the elimination of integration- and acquisition-related expenses.

Frontier's expectations for 2013 capital spending range from $625
million to $675 million for its normal construction program plus
the tail end of broadband expansion spending, with the mid-point
down from the $748 million spent in 2012. The company has been
spending capital on fiber-to-the-cell-tower projects, but expects
this spending to wind down in 2013. In 2013, cash taxes are
expected to rise to $125 million to $150 million, up from a
nominal $5 million in 2012.

Credit Facility and Debt Maturities: The $750 million senior
unsecured credit facility is in place until November 2016. The
facility is available for general corporate purposes but may not
be used to fund dividend payments. The main financial covenant in
the revolving credit facility requires the maintenance of a net
debt-to-EBITDA level of 4.5x or less during the entire period. Net
debt is defined as total debt less cash exceeding $50 million.

Frontier has approximately $258 million due in 2014, $259 million
due in 2015, and $345 million due in 2016.

Rating Sensitivities:

Considerations for a Positive Rating Action:

-- Given Fitch's leverage expectations over the next two to
   three years, a positive action is not anticipated.

Considerations for a Negative Rating Action:

-- If net leverage equals or exceeds 4.0x, a Negative rating
   action could take place.

Fitch has downgraded the following ratings and revised the Outlook
to Stable from Negative:

Frontier North Inc.
-- IDR to 'BB' from 'BB+';
-- $200 million unsecured notes due 2028 to 'BB+' from 'BBB-'.

Frontier West Virginia
-- IDR to 'BB' from 'BB+';
-- $50 million private placement notes due 2029 to 'BB+'
   from 'BBB-'.


FRONTIER COMMUNICATIONS: Moody's Reviews 'Ba2' CFR for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed the ratings of Frontier
Communications Corporation on review for downgrade following the
company's announcement that it has agreed to acquire AT&T Inc's
local wireline business in the state of Connecticut for
approximately $2 billion. The review for downgrade is based upon
Moody's view that the acquisition represents a departure from
Frontier's prior stated conservative financial policy and
discipline which, in Moody's view, was centered around debt
reduction. Moody's expects the transaction to be largely debt-
financed, which could stress Frontier's credit metrics beyond the
limits of its current Ba2 rating. The transaction is expected to
close at the end of 2014 and Moody's anticipates concluding the
review within that timeframe.

Ratings Rationale:

Moody's review will focus on Frontier's willingness and ability to
reduce financial leverage towards 3.5x (Moody's adjusted),
integration risks of the acquistion and its liquidity profile
given the increased interest burden and expected higher cash
taxes. Moody's will also assess the company's competitive position
which could be undermined if the company reduces its capital
investment rate below that of its wireline peers to maintain its
shareholder friendly capital allocation stance.

Frontier's Ba2 corporate family rating reflects its large scale of
operations, its strong and predictable cash flows and management's
stated commitment to de-lever its balance sheet, demonstrated by
its dividend reduction and modest debt reduction thus far in 2013.
These factors are offset by the company's challenged competitive
position versus cable operators, its declining revenues and the
possibility that the company may not have the flexibility or
discipline to continue to adequately invest in network
modernization.

Moody's believes that the separation of the Connecticut assets
from their AT&T parent could result in a higher cost structure
despite Frontier's forecast of significant cost benefits. Moody's
expects the transaction to be largely debt-financed which could
cause leverage to stay elevated for an extended period of time.
Although the deal will result in higher leverage, the acquisition
of AT&T's wireline business in Connecticut will result in
increased scale and add an asset with high broadband penetration
to Frontier's coverage area.

Frontier Communications Company is an Incumbent Local Exchange
Carrier ("ILEC") headquartered in Stamford, CT. Following the
Company's merger with a company spun out of Verizon
Communications' northern and western operations (Spinco) in a
reverse Morris Trust transaction, Frontier became the fifth
largest wireline telecommunications company in the US.


FURNITURE BRANDS: Exclusive Periods Extension Sought
----------------------------------------------------
BankruptcyData reported that Furniture Brands International filed
with the U.S. Bankruptcy Court a motion to extend the exclusive
period during which the Company can file a Chapter 11 plan and
solicit acceptances thereof through and including July 7, 2014 and
September 8, 2014, respectively.

The motion explains, "The Debtors' chapter 11 cases are
sufficiently large and complex to warrant the requested extension
of the Exclusive Periods. The Debtors operated their businesses on
a global basis....The Debtors are also developing and implementing
their strategy for the liquidation of certain residual assets
excluded from the Sale to maximize the value of these estates.
Although the Debtors are addressing these issues expeditiously,
they will require additional time to complete and implement their
chapter 11 exit strategy.  The requested extension is reasonable
given the Debtors' progress to date and the current posture of
these chapter 11 cases.  Since the commencement of these chapter
11 cases, the Debtors, their management, and their advisors have
been diligently working towards consummating a Sale of
substantially all of their business. The Debtors are now focusing
their efforts on resolving numerous cure objections asserted in
connection with the Sale, investigating additional sources of
recovery for creditors, and transitioning their operations to the
Purchasers.  These efforts are made even more challenging in light
of the fact that substantially all of the Debtors employees
accepted employment with the Purchasers upon closing of the Sale.
At this stage, the Debtors believe that an extension of the
Exclusive Periods will allow the Debtors to negotiate and develop
a consensual chapter 11 plan, while continuing to devote the
necessary resources towards maximizing the value of the Debtors'
estates. The Debtors' current progress towards resolving the
issues facing the estates and consummating the Sale justifies the
requested extension of the Exclusive Periods... The Debtors do not
believe that the extension will pressure creditors to accede to a
plan that is unsatisfactory to them. Under these circumstances,
granting an extension of the Exclusive Periods will not give the
Debtors unfair bargaining leverage over creditor constituencies."

The Court scheduled a Jan. 7, 2014 hearing to consider this
motion.

                       About Furniture Brands

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

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

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

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

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

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


GENESIS DEVELOPMENTS: Case Summary & 7 Unsecured Creditors
----------------------------------------------------------
Debtor: Genesis Developments, LLC
        PO Box 418
        Somers, MT 59932

Case No.: 13-61623

Chapter 11 Petition Date: December 18, 2013

Court: United States Bankruptcy Court
       U.S. Bankruptcy Court, District of Montana (Butte)

Judge: Hon. Ralph B. Kirscher

Debtor's Counsel: Jon R Binney, Esq.
                  BINNEY LAW FIRM, PC
                  P.O. Box 2253
                  Missoula, MT 59806
                  Tel: 406 541-8020
                  Email: jon@binneylaw.com

Total Assets: $5.45 million

Total Liabilities: $3.65 million

The petition was signed by David J. Clark, member.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/mtb13-61623.pdf


GHORI NO. 1 CAB: District Court Won't Stay Ch.7 Conversion Order
----------------------------------------------------------------
District Judge Joan B. Gottschall in Chicago denied the request of
Ghori No. 1 Cab Corporation, INF Cab Corporation, and Uboo Cab
Corporation for an emergency stay of enforcement of the bankruptcy
court's order converting their Chapter 11 cases to Chapter 7,
pursuant to Federal Rule of Bankruptcy Procedure 8005.

The three cases were then substantively consolidated into one. On
November 6, 2013, the bankruptcy court entered an order converting
that case to chapter 7. Debtors then filed a motion to reconsider
that order, which the bankruptcy court denied. Debtors now move
this court

The case before the district court is, MOHAMMED GHORI, GHORI NO. 1
CAB CORPORATION, INF CAB CORPORATION, AND UBOO CAB CORPORATION,
Appellants, v. GHORI NO. 1 CAB CORPORATION c/o CH. 7 TRUSTEE
FRANCES GECKER LLP, OFFICE OF U.S. TRUSTEE, RASOOL KHAN, TRANSIT
FUNDING ASSOCIATION, LLC, et al., Appellees, Case No. 13 C 8544
(N.D. Ill.).  A copy of the Court's Dec. 17, 2013 Memorandum
Opinion and Order is available at http://is.gd/csi8aXfrom
Leagle.com.

Ghori No. 1 Cab Corporation, INF Cab Corporation, and Uboo Cab
Corporation filed petitions for chapter 11 bankruptcy (Bankr. N.D.
Ill. Case Nos. 13-08275, 13-08276 and 13-08278) on March 1, 2013.
Each of the debtors listed under $1 million in both assets and
debts.  Forrest L. Ingram, Esq., at Forrest L. Ingram, P.C.,
serves as the Debtors' counsel.

A copy of Ghori No. 1 Cab's petition is available at
http://bankrupt.com/misc/ilnb13-08275.pdf

A copy of INF Cab's petition is available at
http://bankrupt.com/misc/ilnb13-08276.pdf

A copy of Uboo Cab's petition is available at
http://bankrupt.com/misc/ilnb13-08278.pdf


GREEN FIELD ENERGY: KEIP & KERP Seal Approval Sought
----------------------------------------------------
BankruptcyData reported that Green Field Energy Services filed
with the U.S. Bankruptcy Court a motion to file under seal its
motion for entry of an order approving its (i) key employee
incentive plan (KEIP) and (ii) key employee retention plan (KERP).

The motion explains, "Sufficient cause exists for the Court to
grant the motion in order to protect the Debtors' confidential
commercial information.  The unredacted KEIP/KERP motion contains
specific sales target upon which incentive payments are based.
Given that the Debtors are currently in the process of receiving
bids and marketing the sale of their assets, releasing this
information would offer potential buyers an unfair advantage in
negotiations and would impair the value of the estates....The
KEIP/KERP motion also contains detailed incentive compensation
information for each KEIP Participant and KERP Participant along
with each such Participant's base salary or data from which
compensation could be determined (collectively with the sales and
liquidity targets, the 'Confidential Information').  Protecting
this wage information is crucial to the Debtors since its
disclosure could be very damaging to the Debtors' business.
Making this information public would give the Debtors' competitors
an unfair advantage because they could use it to target specific
employees with offers of employment having greater compensation
and payments than those offered in the KEIP or KERP.  The loss of
KEIP participants or KERP participants to the Debtors' competitors
at this challenging time would impair the Debtors' business
operations and would negatively affect the Sale Processes."

The Court scheduled a Jan. 7, 2014 hearing to consider the seal
motion.

                    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.


GYMBOREE CORP: Moody's Lowers CFR to 'Caa1'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service lowered The Gymboree Corporation
Corporate Family Rating to Caa1 from B3. The rating outlook is
stable. The company's SGL-2 Speculative Grade Liquidity was
affirmed. Actions on rated debt are detailed below.

The downgrade considers the company's continued weak execution
evidenced by continued soft comparable store sales and declining
operating margins. Adjusted EBITDA (as reported by the company)
fell more than 25% in the third quarter of fiscal 2013 compared to
the same quarter in 2012 and the company now projects a nearly 30%
decline in Adjusted EBITDA (at the mid-point of its range) for the
fourth fiscal quarter ending February 1, 2014. Moody's now expects
the company to end the current fiscal year with debt/EBITDA near 9
times and interest coverage (EBITA/interest) below one times. The
company is seeing sustained pressure on sales and operating
margins as the company faces challenges in a highly promotional
category as well as addressing ongoing inventory challenges.

The stable rating outlook reflects that notwithstanding its
current operating challenges and high debt burden, Gymboree
maintains its good overall liquidity profile with access to a
significant asset based revolver that Moody's expects will remain
undrawn except for short term working capital requirements and
that the company has no debt maturity until the 2017 maturity of
its asset based revolver and the 2018 debt maturities of its term
loan and unsecured bonds. The stable rating outlook also reflects
Moody's expectations that the company will generate essentially
break even operating cash flow thus it is not expected the company
will need to utilize its revolver to fund negative cash flow.

The following ratings were downgraded:

  Corporate Family Rating to Caa1 from B3

  Probability of Default Rating to Caa1-PD from B3-PD

  $767 million secured term loan due February 2018 to B3 ((LGD 3,
  41%) from B2 (LGD 3, 39%)

  $347 million senior unsecured notes due December 2018 to Caa3
  (LGD 5, 86%) from Caa2 (LGD 5, 85%)

The following rating was affirmed:

  Speculated Grade Liquidity rating of SGL-2

Ratings Rationale:

Gymboree's Caa1 Corporate Family Rating reflects the company's
high debt burden, with debt/EBITDA expected to approach 9 times by
the end of fiscal 2012 and interest coverage below 1 time. The
rating also reflects the company's weak execution, with profit
margins falling each year since the LBO of the company in 2010 by
affiliates of Bain Capital. The ratings reflect Gymboree's good
liquidity profile with access to a $225 million asset based
revolver and limited funded debt maturities until February 2018.
The ratings reflect the meaningful scale in the fragmented toddler
apparel sector, with over 1300 stores across the Gymboree,
Gymboree Outlet, Janie & Jack, and Crazy 8 brands.

Ratings could be upgraded if the company were to demonstrate
improved execution for its brands as a whole, which would be
evidenced by flat to positive same store sales growth, indicating
traction with its core customer, and improved operating margins,
which would reflect improved inventory initiatives and lower
markdown expenses. Quantitatively, ratings could be upgraded if
debt/EBITDA approached 7 times and interest coverage approached
1.25 times while maintaining a good liquidity profile.

Ratings could be lowered if the company's good liquidity profile
were to erode, for example, if the company were to rely more
heavily on its asset based revolver to fund cash flow deficits, or
if the probability of a default were to otherwise increase.

Headquartered in San Francisco, California, The Gymboree
Corporation ("Gymboree") is a leading retailer of infant and
toddler apparel. The company designs and distributes infant and
toddler apparel through its stores which operates under the
"Gymboree", "Gymboree Outlet", "Janie and Jack" and "Crazy 8"
brands in the United States, Canada and Australia. Revenues are
approximately $1.3 billion. The company is owned by affiliates of
Bain Capital Partners LLC.

                         *     *     *

According to Bloomberg News, on Dec. 18, the notes last traded for
92.725 cents on the dollar, to yield 11.073 percent, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

Gymboree, based in San Francisco, was acquired by Bain in November
2010 in a $1.67 billion transaction. As a result of the
acquisition, Standard & Poor's previously said the company has a
"hefty debt levels and thin cash flow protection measures."


HARRISBURG, PA: State Sells Parking Bonds to Aid Recovery Plan
--------------------------------------------------------------
Hilary Russ, writing for Reuters, reported that Pennsylvania sold
nearly $289 million of parking revenue bonds on Dec. 17 -- a
critical component of the recovery plan for its cash-strapped
capital city Harrisburg.

According to the report, the deal, from the Pennsylvania Economic
Development Financing Authority, included three series. The
largest was about $119 million of bonds with a triple-B underlying
rating, insured by Assured Guaranty Municipal Corp, that sold with
a top yield of 5.45 percent on bonds maturing in 2044 with a 5.25
percent coupon during institutional pricing, according to
preliminary pricing.

That is 131 basis points above top-rated municipal bonds on
Municipal Market Data's benchmark triple-A scale, MMD analysts
said, the report related.  But the large penalty is in line with
yields on other triple-B rated muni debt.

The bonds were sold through lead manager Guggenheim Securities,
the report said. Two series of junior lien parking revenue bonds,
for about $99 million and $70 million, also priced.

Harrisburg's recovery plan, approved by a court and crafted by the
city's state-appointed receiver William Lynch, calls for the city
to lease up to 10 public parking garages and four or five public
parking lots, and for a franchise agreement for about 1,250
metered spaces, the report further related.

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.


HOLT DEVELOPMENT: Hearing on Cash Use Continued Until Jan. 14
-------------------------------------------------------------
The Hon. Randall S. Mashburn of the U.S. Bankruptcy Court for the
Middle District of Tennessee approved an agreed order rescheduling
hearings on Holt Development Co. LLC's request for (i) authority
to use cash collateral; (ii) approval of Disclosure Statement; and
(iii) extension of Heritage Bank's deadline to object to the
Disclosure Statement.

Pursuant to the agreement, among other things:

   a) the Dec. 17, 2013 hearing on the Debtor's use of the cash
collateral of Heritage Bank is continued until Jan. 14, 2014;

   b) the Dec. 17 hearing on the approval of the Disclosure
Statement accompanying the Debtor's proposed Plan of
Reorganization is continued until Jan. 14, 2014; and

   c) the deadline within which Heritage may file objections, if
any, to the Disclosure Statement is continued from Dec. 5, to
Jan. 6.

The parties have agreed that the Debtor be allowed and authorized
to continue to use Heritage's cash collateral, subject to the same
reporting and budgeting requirements described in the First Agreed
cash collateral order entered Sept. 19, 2013, up to and including
Jan. 14.

As reported in the Troubled Company Reporter on Sept. 17, 2013, a
10% variance on any line item expenditure in the budget will be
allowed.

To secure the use of cash collateral, Heritage will have and is
granted valid and perfected Replacement Liens in and upon all of
the existing and future assets and properties of Debtor, whether
acquired prior to, concurrently with or after the filing of the
petition commencing Debtor's Chapter 11 case, to the same extent
that the lender's prepetition liens and security interests secured
the indebtedness and encumbered the lender collateral and/or the
cash collateral.

                      About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  Gullett, Sanford, Robinson &
Martin, PLLC, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.


HOLT DEVELOPMENT: Jan. 14 Hearing on Bank's Bid for Stay Relief
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee, in
an agreed order, continued until Jan. 14, 2014, at 8:30 a.m., the
hearing on Heritage Bank's motion for relief from stay.

As reported in the Troubled Company Reporter on Dec. 3, 2013,
the Debtor responded to Heritage Bank's motion for relief from
stay.  Holt said that, contrary to Heritage's allegations, the
Debtor by definition is in compliance with the applicable statute
and the Court order entered on Aug. 9, 2013.  Further, the Debtor
asserted that the statements made by Heritage in its motion were
merely legal arguments which must be considered at confirmation of
a reorganization plan.

The Debtor owed a total of $8,702,572 to Heritage pursuant to four
outstanding loans.  The loans are secured by certain property
consist of rent-producing, improved property and unimproved, non-
income producing property.

Heritage said it has not received any payments on the debt since
March 2013.

                      About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  Gullett, Sanford, Robinson &
Martin, PLLC, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and debts of at least
$1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.


IMG WORLDWIDE: S&P Puts 'B' CCR on Watch Negative Over Sale Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on IMG Worldwide Holdings Inc. on
CreditWatch with negative implications.

The CreditWatch listing follows entertainment agency William
Morris Endeavor Entertainment's announcement that it and private
equity firm Silver Lake have reached an agreement to purchase IMG.
The transaction is subject to customary closing conditions.  The
terms of the deal, including the purchase price, were not
announced.  However, numerous credible press reports cite a
purchase price of $2.3 billion to $2.4 billion.  As a result, the
CreditWatch listing reflects S&P's expectations that financing for
the acquisition could include additional debt at the combined
entity, given the significant reported purchase price, and
integration risks that are customary in acquisitions of this size.
Given that S&P expects total lease-adjusted debt to EBITDA to be
in the 6x area in 2014, which is highly leveraged under S&P's
criteria, a moderate amount of additional leverage could result in
a lower rating.

The CreditWatch listing reflects S&P's expectations that financing
for the acquisition could include additional debt at the combined
entity given the significant reported purchase price.  It also
reflects integration risks that are customary in acquisitions of
this size.  S&P will resolve the CreditWatch listing following its
review of the combined company's capital structure and business
integration plans.


INTERPUBLIC GROUP: S&P Retains 'BB+' Sr. Unsecured Notes Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on New
York-based ad agency holding company Interpublic Group of Cos.
Inc. (IPG) remain unchanged following the company's amendment to
its $1 billion revolving credit facility.  The company extended
the maturity on the facility to December 2018 from May 2016.
S&P's issue-level rating on this debt remains 'BB+', with a
recovery rating of '3', indicating its expectation for meaningful
recovery for lenders in the event of a payment default.

S&P's 'BB+' corporate credit rating on IPG incorporates IPG's
position as the fourth largest (prior to the pending merger of
Omnicom Group Inc. And Publicis Groupe S.A.) ad agency holding
company by revenue, with a broad business mix across advertising
and marketing services disciplines and geographies.  The
advertising industry is somewhat cyclical, and subject to clients
switching to competitors or scaling back spending on short notice.
IPG's business risk profile is "satisfactory" based on the
company's broad business mix of traditional advertising and
marketing services and the increased client relationship
opportunities that the holding company structure provides compared
with stand-alone agencies.  S&P views IPG's financial risk profile
as "significant" because of its adjusted leverage between 3x-4x
and lower discretionary cash flow generation compared with peers,
notwithstanding its strong liquidity.

RATINGS LIST

Interpublic Group of Cos. Inc.
Corporate Credit Ratings          BB+/Stable/--

Ratings Unchanged

Interpublic Group of Cos. Inc.
Senior Unsecured
  $1B revolver due December 2018   BB+
   Recovery Rating                 3


IPC INTERNATIONAL: Has Until March 7 to Propose Chapter 11 Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, at the
hearing held Dec. 12, 2013, extended IPC International
Corporation, et al.'s exclusive periods to file a chapter 11 plan
until March 7, 2014, and solicit acceptances for that plan until
May 6.

The Debtors filed their request for an extension before the
exclusive periods were set to expire on Dec. 7, 2013.

The Debtors explained they are in the process of marketing and
selling substantially all of their assets.  In this relation, the
Debtors are unable to fully evaluate whether it will have
sufficient funds to propose and confirm a plan of liquidation.

                     About IPC International

IPC International Corp., a provider of security services for
350 shopping malls, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-12050) on Aug. 9, 2013, in Delaware
after signing a contract for Universal Protection Services LLC to
buy the business for $21.3 million plus assumption of specified
liabilities.

Scott M. Strong signed the petition as chief financial officer.
The Debtor estimated assets and debts of at least $10 million.
Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter
Anderson & Corroon, LLP, serves as local counsel.  Paul V.
Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose,
LLP, serve as the Debtor's general bankruptcy counsel.  Silverman
Consulting, LLC, acts as the Debtor's financial advisor and
Livingstone Partners, LLP, serves as the Debtor's investment
banker.  KCC is the Debtor's noticing, claims and balloting agent.
Judge Mary F. Walrath presides over the case.

The petition shows assets and liabilities both exceeding
$10 million.  Liabilities include $6.9 million on a revolving
credit and $10.4 million on term loans owing to PrivateBank &
Trust Co., as agent.

Bankruptcy was the result of losses on a U.K. affiliate that was
sold, as well as competition and the cost of liability insurance.

A three-member panel has been appointed as the official unsecured
creditors committee in the case.  The panel consists of Weinberg,
Wheeler, Hudgins, Gunn & Dial, LLC; Mary Carmona-Rousse; and Drew
Eckl & Farnham, LLP.

IPC, based in Bannockburn, Illinois, is asking the bankruptcy
judge to approve auction procedures under which competing bids
would be due on Sept. 16, followed by an auction on Sept. 18 and a
hearing on Sept. 25 to approve sale.  Even without a higher bid at
auction, the price will be sufficient to pay secured creditors in
full along with expenses of the bankruptcy.  Unsecured creditors
should receive some recovery from the sale.

The bankruptcy is being financed with a $12 million loan from
existing lender PrivateBank & Trust Co. as agent.  The loan
requires quick sale.

IPC International Corp., a provider of security
services for 350 shopping malls, won authorization from the
bankruptcy court to sell the business for $25.4 million to
Universal Protection Services LLC.

The Debtor disclosed $21,959,100 in assets and $31,056,575 in
liabilities as of the Chapter 11 filing.


IQOR HOLDINGS: S&P Puts 'B' CCR on CreditWatch Developing
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed all the ratings
on iQor Holdings and its subsidiaries, including the 'B' corporate
credit rating, on CreditWatch with developing implications
following the company's announcement that it has agreed to acquire
the aftermarket services division of Jabil Circuit Inc. for
$725 million.

"We currently view iQor's business risk as 'weak,' given the
fragmented nature of the accounts receivables collection and
customer care businesses and the company's relatively low
profitability, with EBITDA margins in the mid-teens," said
Standard & Poor's credit analyst Catherine Cosentino.

S&P will evaluate the new business risk for iQor, including
potential scale benefits from having a larger revenue base and the
competitive environment of the technology support services
business, which will account for about two-thirds of its revenues.
S&P will also evaluate the transaction's impact on the company's
financial risk profile, which S&P previously viewed as
"aggressive".  The company said it will fund the transaction with
a mix of additional iQor debt and an equity infusion from its
private ownership group.  Jabil will retain an equity stake in the
business following completion of the transaction, which the
company expects to complete by the end of the first quarter of
2014.

The developing status of the CreditWatch indicates that S&P could
raise or lower the ratings depending upon its reevaluation of
iQor's business risk and financial risk profiles.  S&P expects to
complete its CreditWatch review within 90 days.


KENAN ADVANTAGE: Moody's Rates New USD Tranche D Term Loan 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 Corporate Family
Rating ("CFR") for Kenan Advantage Group, Inc. ("Kenan") and
maintained its negative outlook, following certain modifications
to Kenan's senior secured credit facility. At the same time,
Moody's has assigned a Ba3 rating to a new USD Tranche D Term Loan
that is part of Kenan's modified senior secured credit facility.
Moody's has also affirmed the Ba3 rating for the senior secured
credit facility and the B3 rating for Kenan's senior unsecured
notes due 2018. The rating action takes into account that the
modifications do not materially alter the total amount of debt,
nor the relative amounts of senior secured and senior unsecured
debt in Kenan's capital structure.

Ratings Rationale:

Kenan has made certain modifications to its senior secured credit
facility which is being amended in connection with Kenan's
financing of its acquisition of RTL-Westcan Group. The principal
modifications include: (i) a new USD Tranche D Term Loan of $76
million; (ii) an increase of the CAD Tranche C Term Loan to $135
million, from $100 million; and (iii) a decrease in the Term Loan
B to $314 million, from $430 million. The maturity, amortization
and yield of the new USD Tranche D Term Loan will be identical to
the existing Term Loan B. As the modifications do not materially
alter the total amount of debt outstanding, nor the relative
amounts of senior secured and senior unsecured debt in Kenan's
capital structure, the modifications do not affect Kenan's CFR and
instrument ratings.

Kenan's negative outlook reflects the company's weakened credit
metrics which do not allow for any potential performance
shortfalls. The outlook also considers the possibility that
financial leverage remains at elevated levels as a result of
further acquisitions.

Ratings could be revised downward if Kenan would not be able to
strengthen its credit profile to a level that is more appropriate
for the B1 rating category. Specifically, ratings could be lowered
if Debt to EBITDA would exceed 5.0x on a sustained basis, if EBIT
to Interest would continue to be below 1.5x, or if availability
under the revolving credit facility were to diminish due to high
usage or covenant restrictions.

Since debt is not likely to be reduced materially during the next
few years, ratings are not expected to be upgraded over the near
term. However, over the longer term, ratings could be adjusted
upward, if the company could demonstrate improving margins and
leverage through earnings growth or reduction of debt through the
use of free cash flow. Debt to EBITDA would need to be sustained
below 4.0x and EBIT to Interest would need to exceed 3.0x to
warrant an upgrade of the CFR.

Assignments:

Issuer: Kenan Advantage Group, Inc.

  Senior Secured Bank Credit Facility - Tranche D USD Term Loan,
  Assigned Ba3 (LGD3, 30%)

Affirmations:

Issuer: Kenan Advantage Group, Inc.

  Corporate Family Rating, Affirmed B1

  Probability of Default Rating, Affirmed B1-PD

  Senior Secured Bank Credit Facility, June 11, 2016, Affirmed Ba3
  (LGD3, 30%)

  Senior Unsecured Regular Bond/Debenture Dec 15, 2018, Affirmed
  B3 (LGD5, 84%)

Outlook Actions:

Issuer: Kenan Advantage Group, Inc.

Outlook, Remains Negative


LABORATORY PARTNERS: HHS Fears MedLab Sale May Run Afoul Of HIPAA
-----------------------------------------------------------------
Law360 reported that the U.S. Department of Health and Human
Services took issue with bankrupt Laboratory Partners Inc.'s plan
to auction a portion of its operating assets, arguing the sale may
include private patient information in violation of the Health
Insurance Portability and Accountability Act.

According to the report, in a protective objection before the
Delaware bankruptcy court, the feds argued that the plan by
Laboratory Partners, also known as MedLab, to sell its unit that
performs laboratory testing services for long-term care facilities
includes customer lists as consideration.

Laboratory Partners Inc., a Cincinnati-based provider of lab and
pathology services, filed a petition for Chapter 11 protection on
Oct. 25 in Delaware.  The case is In re Laboratory Partners Inc.,
13-bk-12769, U.S. Bankruptcy Court, District of Delaware
(Wilmington).


LEE'S FORD: Has Access to Cash Collateral Until Jan. 10
-------------------------------------------------------
For the 20th time, Judge Tracey N. Wise has entered an interim
order authorizing Lee's Ford Dock Inc. and its debtor-affiliates'
continued use of cash collateral.  The latest order allows the
Debtors to use cash collateral until Jan. 10, 2014, in accordance
with a budget.

As with the prior interim orders, Branch Banking & Trust Company
will continue receiving monthly adequate protection payments of
$15,000.

If the Debtors and secured creditors are unable to reach an
agreement as to the terms of a final order on or before Jan. 10,
then they may tender further interim orders; provided that if no
such interim orders are tendered on or before Jan. 10, this matter
will come on for final hearing on Thursday, Jan. 16, at 10:00 a.m.
(ET), or as soon thereafter as counsel may be heard, before the
United States Bankruptcy Court for the Eastern District of
Kentucky, 100 East Vine Street, Third Floor, Lexington, Kentucky.

Counsel to the parties can be reached at:

         DELCOTTO LAW GROUP PLLC
         Amelia Martin Adams, Esq.
         Laura Day DelCotto, Esq.
         200 North Upper Street
         Lexington, KY 40507
         Telephone: (859) 231-5800
         Facsimile: (859) 281-1179
         E-mail: aadams@dlgfirm.com
                 ldelcotto@dlgfirm.com
         COUNSEL FOR DEBTORS

              - and -

         FROST BROWN TODD LLC
         Martin B. Tucker, Esq.
         250 W. Main Street, Suite 2800
         Lexington, KY 40507-1749
         Telephone: (859) 231-0000
         Facsimile: (859) 231-0011
         E-mail: mtucker@fbtlaw.com
         COUNSEL FOR BB&T

                        About Lee's Ford

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.    The
petition was signed by James D. Hamilton, president.

The Debtors collectively operate as "Lee's Ford Resort & Marina" -
- http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

The Debtors disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.

Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as
the Debtors' counsel.  Smith, Currie & Hancock LLP serves as
special counsel to advise and assist the Debtor in connection with
its pursuit of claims against the U.S. Army Corps of Engineers.
Venters Law Office serves as special counsel to advise and assist
the Debtor in connection with the prosecution and defense of
general litigation matters, including the collection of unpaid
boat slip rental fees, and any other specific matters in
connection therewith.

The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


LEE'S FORD: Secured Creditors Balk at $500,000 Loan From CTB
------------------------------------------------------------
Lee's Ford Dock, Inc., et al.'s request to obtain $500,000 in DIP
financing is being challenged by creditors Branch Banking & Trust
Company, the United States Small Business Administration, and the
United States Army Corps of Engineers.

The Debtors are seeking approval to obtain first-priority secured
postpetition financing in the form of a $500,000 revolving line of
credit from Community Trust Bank, Inc.

BB&T, the primary prepetition secured lender of the Debtors, in
connection with the Debtors' operations of a marina on Lake
Cumberland in Kentucky, says the Debtors' motion violates Section
364(d) of the Bankruptcy Code.  BB&T says the Debtors should
pursue alternate forms of credit and should provide proof that
secured creditors are adequately protected.

The United States Small Business Administration, which holds a
secured claim in the amount of $4.12 million, says, among other
things, that the Debtors have not demonstrated that they have made
an adequate search for better financing options.

The Army Corps filed a joinder to BB&T's and SBA's objections to
the DIP Financing.

Asserting that the request for DIP financing is not based on the
Debtors' sound and reasonable business judgment, BB&T notes that
the Debtors have continued to experience financial difficulties
and cash-flow problems.  It adds that Debtors will have to incur
costs to relocate the Debtors' docks and related operations once
the water level at Lake Cumberland is raised in the spring of
2014.  The dock move will cost the Debtors? approximately
$700,000.

BB&T recounts that the Debtors, throughout the Chapter 11 cases,
have consistently claimed that the January 2007 lowering of water
levels of Lake Cumberland by the Army Corps contributed
significantly to the Debtors' financial difficulties.  But BB&T
points out that the Debtors only formally asserted an
administrative claim against the Army Corps in January 2013, more
than 5 years after the alleged loss was incurred and while in the
middle of its reorganization efforts.

"Despite all of the 'hard' realities facing the Debtors in the
form of continuing financial difficulties, cash-flow concerns and
the impending dock move, and not to mention the administrative
burden (both financially and temporally), the Debtors appear to
have made a decision in the middle of their reorganization cases,
and after significant progress had been made towards possible
confirmation of the Debtors' plan, to divert the attention and
efforts of the Debtors away from pursuing confirmation of their
already-drafted plan and, instead, pursue the Administrative
Claim," BB&T's counsel, Martin B. Tucker, Esq., at Frost Brown
Todd LLC tells the Court.

BB&T and the SBA are also questioning the Debtors' efforts in
attempting to obtain a line of credit from other lender(s) and on
terms that would not require that the line of credit prime the
liens of BB&T and the SBA.  BB&T notes that the Debtors assets
(e.g. real estate; leasehold interest) are valued at over $15.0
million.  Conversely, the Debtors only have approximately $9.5
million in debts with BB&T and the SBA secured by those assets --
thus the Debtors' claim there is equity in their assets of $5.5
million.

"It would seem that an entity that has alleged equity in its
assets of approximately $5.5 million would, based on BB&T's
understanding of the lending market, be able to secure a similar
line of credit from a lender that would not require that its
proposed liens would prime the existing liens of BB&T and the
SBA," Mr. Tucker avers.

The SBA and Army Corps are represented by:

         KERRY B. HARVEY
         UNITED STATES ATTORNEY

         Valorie D. Smith
         Assistant United States Attorney
         260 West Vine St., Suite 300
         Lexington, KY 40507-1612
         Tel: (859) 685-4843
         E-mail: Valorie.d.smith@usdoj.gov

         Brielle N. Bovee
         Special Assistant United States Attorney
         260 West Vine St., Suite 300
         Lexington, KY 40507-1612
         Tel: (859) 685-4829
         E-mail: Brielle.Bovee@us.doj.gov

                         DIP Financing

Lee's Ford Dock, Inc., et al., are seeking to obtain first-
priority secured postpetition financing in the form of a $500,000
revolving line of credit from Community Trust Bank, Inc.

In exchange for its agreement to provide the DIP Loan to Lee's
Ford Dock, the DIP Lender requires that the remaining Debtors, the
Hamilton Revocable Trust (which is the sole member of Hamilton
Capital and Hamilton Brokerage), and James D. Hamilton (the
Trustee of the Trust), individually, all guarantee the DIP Loan.
Further, the liens of the DIP Lender on the DIP Loan Collateral
will be first-priority priming liens, superior to any and all
prior liens of Branch Banking and Trust Company and the U.S. Small
Business Administration on the DIP Loan Collateral.

The DIP Loan will bear interest at the Wall Street Journal Prime
Rate, adjusted daily, with a floor of 5.75%.  Interest on the
outstanding balance of the DIP Loan will be due monthly, and all
outstanding principal and interest will be due at maturity, which
is twelve months from the issuance of the DIP Loan.  The non-
refundable origination fee for obtaining the DIP Loan is $5,000.
Other fees and costs relating to the DIP Loan are estimated to be
$18,000, for total fees and costs associated with obtaining the
DIP Loan of approximately $23,000.

According to papers filed with the Court on August 22, based on
the appraisals obtained in July 2013 by the DIP Lender, the
Debtors' assets have a total value of $15,755,000.  "The
prepetition amounts of the secured claims of BB&T and the SBA
total approximately $9.26 million.  Thus, even with the addition
of the $500,000 DIP Loan, there is equity of more than
$5.9 million in the Debtors' assets.  The Debtors submit that this
substantial equity cushion provides BB&T and the SBA with the
adequate protection required by 11 U.S.C. Section 364(d)(1)(B)."

"To the extent approved in subsequent cash collateral budgets, the
Debtors will continue paying BB&T adequate protection payments of
$15,000 per month until the Plan is confirmed, as they have
throughout these bankruptcy cases, which provides additional
adequate protection," the Debtors tell the Court.  "The Debtors'
timely payments of these monthly adequate protection amounts
towards BB&T's senior lien will continue to adequately protect the
interests of the SBA's junior lien."

                        About Lee's Ford

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.    The
petition was signed by James D. Hamilton, president.

The Debtors collectively operate as "Lee's Ford Resort & Marina"
-- http://www.leesfordmarina.com/-- which consists of a boat
dock, lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

The Debtors disclosed $21,225,899 in assets and $13,339,745 in
liabilities as of the Chapter 11 filing.

Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as
the Debtors' counsel.  Smith, Currie & Hancock LLP serves as
special counsel to advise and assist the Debtor in connection with
its pursuit of claims against the U.S. Army Corps of Engineers.
Venters Law Office serves as special counsel to advise and assist
the Debtor in connection with the prosecution and defense of
general litigation matters, including the collection of unpaid
boat slip rental fees, and any other specific matters in
connection therewith.

The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


LINN ENERGY: Moody's Raises Corp. Family Rating to 'B1'
-------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured notes
ratings of Linn Energy, LLC (LINE) to B1 from B2, the Corporate
Family Rating (CFR) to Ba3 from B1 and Probability of Default
Rating (PDR) to Ba3-PD from B1-PD. Moody's also affirmed LINE's
SGL-3 Speculative Grade Liquidity Rating. At the same time,
Moody's confirmed the senior unsecured notes ratings of Berry
Petroleum Company (Berry) at B1 and withdrew the CFR and SGL
Ratings at Berry. This concludes the review for downgrade on
Berry's notes initiated on February 22, 2013. These rating actions
follow the completion of LINE's acquisition of Berry on December
16, 2013. The outlooks at LINE and Berry are stable.

"Moody's upgrade of LINE's notes to B1 reflects the close of the
Berry transaction," stated Michael Somogyi -- Moody's Vice
President and Senior Analyst. "Berry's assets add to LINE's large
reserve base and production scale across a diverse set of basins
while accelerating LINE's shift towards a more liquids focused
asset base."

Under terms of the merger agreement, LinnCo (LNCO unrated)
acquired Berry in an exchange of 1.68 common shares for each
common share of Berry outstanding as of December 16, 2013.
Including assumed debt, the total transaction value is
approximately $4.9 billion. Effective with the close of the
transaction, Berry's common stock will no longer trade on the
NYSE. Berry becomes an indirect wholly-owned subsidiary of LINE
with the name Berry Petroleum Company, LLC.

The completion of this transaction triggers the change of control
provision in the indentures governing Berry's existing notes that
entitles holders of the notes to receive 101% of par for the notes
plus accrued and unpaid interest. Berry's notes not tendered under
the change of control provisions will remain outstanding following
the completion of the transaction. Moody's will evaluate the level
of financial disclosure available in order to maintain a rating on
Berry's notes going forward.

Issuer: Linn Energy, LLC

Corporate Family Rating (CFR), upgraded to Ba3 from B1

Probability of Default Rating (PDR), upgraded to Ba3-PD from
B1-PD

Senior Unsecured Notes, upgraded to B1 (LGD-5, 73%) from B2
(LGD-5, 70%)

Speculative Grade Liquidity Rating (SGL), affirmed SGL-3

Outlook stable

Issuer: Berry Petroleum Company

Corporate Family Rating (CFR), withdrawn

Probablity of Default Rating (PDR), withdrawn

Senior Unsecured Notes, confirmed at B1 (LGD-5, 79%)

Speculative Grade Liquidity Rating (SGL), withdrawn

Outlook stable

Ratings Rationale:

LINE's Ba3 CFR reflects its large reserve base and production
scale across a diverse set of basins. The acquisition of Berry
increases LINE's total proved reserve base by 37% to approximately
1,107 million barrels of oil equivalent (mmBOE), increases LINE's
proved developed (PD) reserve by 29% to approximately 686 mmBOE,
and raises production volumes by over 30% to approximately 178,000
BOE per day while shifting LINE's production mix to over 50%
liquids compared to approximately 45% at September 30, 2013.

The Ba3 CFR is restrained by LINE's high leverage profile on an
average daily production basis and PD reserve basis. Net against a
pro forma debt balance of approximately $8.8 billion, LINE's
leverage on average daily production volumes remains above $45,000
per BOE and leverage on PD reserves remains over $12 per BOE. The
Ba3 CFR also incorporates LINE's high level of distribution and
the structural risks inherent in the MLP business model
characterized by an 'acquire and exploit' growth strategy focused
on maintaining production volumes in low-risk, legacy fields,
while growing cash distributions paid out to unit holders. These
ongoing distributions against a depleting reserve base result in
the reliance on acquisitions and organic development opportunities
to grow the business.

LINE's senior unsecured notes are rated B1, one notch below the
Ba3 CFR, reflecting the contractual subordination of the notes
relative to the company's secured bank credit facility and high
level of payables. LINE has access to a $4.0 billion committed
bank credit facility with a $4.5 billion borrowing base and $500
million senior secured term loan facility. Both the revolver and
term loan are scheduled to mature in April 2018 and are secured by
substantially all of its oil and gas properties.

Berry's senior unsecured notes are rated B1 reflecting the
contractual subordination of notes relative to the company's fully
drawn $1.2 billion senior secured committed bank credit facility.
In connection with the merger, Berry converted into a limited
liability company, and LNCO contributed Berry to LINE in exchange
for LINE units. Berry's notes are not guaranteed by LINE. The
change of control provisions in the indentures governing Berry's
senior notes were triggered by the completion of the merger. Berry
notes not tendered under the change of control provisions will
remain outstanding following the completion of the transaction.

The SGL-3 Speculative Grade Liquidity Rating reflects LINE's
adequate liquidity profile. LINE amended and restated its
revolving credit facility in April 2013. In connection with the
amendment, LINE received an increase in the maximum commitment
amount from $3.0 billion to $4.0 billion. The borrowing base under
the credit facility remained unchanged at $4.5 billion. In
addition, LINE extended the maturity to five years to April 2018.
LINE has leverage and liquidity covenants, both of which have
adequate headroom.

The outlook is stable. To move the rating up, LINE would need
debt/average daily production to approach $30,000 per BOE and
leverage on PD reserves to approach $10 per BOE. The leveraged
full cycle ratio (LFCR) would need to be sustained above 2.0x to
allow adequate returns on capital to support distributions and
access to capital markets. Additional debt financed acquisitions
that would increase Debt/average daily production above $50,000
per BOE or debt/PD reserves exceeding $13 per BOE for a sustained
period could precipitate a downgrade. Weaker LFCR levels could
also lead to a downgrade.

Moody's has withdrawn the rating for its own business reasons.

LINN Energy, based in Houston, Texas, operates portfolio of assets
located in California, Permian, Mid-Continent, Michigan and
Williston (Bakken) Basins. Berry Petroleum Company, headquartered
in Denver, Colorado, is an independent oil and gas producer with
reserves and producing assets concentrated in California, Permian
Basin and the Rockies/Uinta Basin. The combined company will be
based in Houston.


LONE PINE: Completes Disposition of Non-Operated Assets
-------------------------------------------------------
Lone Pine Resources Inc. on Dec. 19 announced the disposition of
certain non-operated, minority working interest assets and an
update regarding its undeveloped land continuation efforts at
Pointed Mountain in the Liard Basin.

Non-Operated Asset Disposition

The Company's wholly-owned subsidiary, Lone Pine Resources Canada
Ltd., has completed the disposition of certain non-operated,
minority working interest, oil producing properties located in the
Loon area of Northern Alberta for total gross cash proceeds of
$7.8 million, subject to normal course closing adjustments.  The
assets sold had average sales volumes during the last six months
of approximately 80 barrels of oil equivalent per day.  The
transaction closed on December 18, 2013 and Lone Pine used the net
proceeds of the sale to reduce indebtedness outstanding under its
existing senior secured credit facility.

Undeveloped Land Continuation at Pointed Mountain in the Liard
Basin

In connection with its previously-announced land continuation
efforts in the Pointed Mountain area of the Liard Basin in the
Northwest Territories, and further to its receipt of a commercial
discovery declaration from the National Energy Board for natural
gas resources contained in the Upper and Lower Besa River shale
intervals, Lone Pine has obtained 21-year lease renewals from the
Minister of Aboriginal Affairs and Northern Development in
accordance with section 62 of the Canada Oil and Gas Lease
Regulations.  Lone Pine now holds a 100% operated working interest
in approximately 53,000 acres at Pointed Mountain in the Liard
Basin under leases with terms to 2033.

                    About Lone Pine Resources

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

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

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

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


LUMEA INC: Green Planet to File Unaudited Financial Statements
--------------------------------------------------------------
Green Planet Group, Inc. disclosed that on December 19, 2013, the
Company will file with the OTC Pink Limited Information Tier
unaudited financial statements for Fiscal Years ended March 31,
2012 and 2013 as well as its 2014 second fiscal quarter (9/30/13).
After ceasing all operations of GNPG's temporary staffing company,
Lumea Inc., and its four operating subsidiaries as of August 2012
the financial statements for the fiscal year (2013) include
revenues from Lumea Inc. through that period.  The financial data
through the second quarter of this year (fiscal 2014) only reflect
revenues from the XenTx Lubricants, Inc. the Company's fuel
additive and lubrication subsidiary.

Green Planet Group Chief Executive Officer Edmond Lonergan noted,
"Comparing past fiscal years' financial statements is difficult
because of filing the initial Chapter 11's for two Lumea
subsidiaries in fiscal year 2011 and then having those two
subsidiaries voluntarily released from bankruptcy in June 2012 (FY
2013).  Accounting for these changes excludes some revenues in one
year which are then included in the following year."

Mr. Lonergan further stated, "Filing these updated financials
represents the second step in our reorganization effort currently
underway.  The Company's objective is to re-commit itself to our
original goal of becoming a world leader in the development and
deployment of green technologies.  A third announcement that will
have a significant positive impact on Green Planet's financial
situation and help propel it to becoming a successful and
prosperous corporation is forth coming."

                        About Green Planet

The Company is comprised of five wholly-owned subsidiaries: one
operating company and four development companies.  XenTx
Lubricants, Inc. produces lubricants and additives for gasoline
and diesel engines.  Arizona Independent Power Company is a
development stage company holding rights to the Verde Pumped
Storage Project.  AAQIS, Inc. is developing a hydrogen generator
which greatly reduces hydrocarbon emissions while improving fuel
efficiency in internal combustion engines.  Green Mining
Technologies, Inc. is developing green technologies for the mining
of precious metals.  The Company's Healing the Earth subsidiary is
developing a new "fast track" growing system capable of growing
vast amounts of fresh, organic food.

                           About Lumea

Lumea Staffing, Inc., and Lumea Staffing of CA, Inc., filed
Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 11-23582 and
11-23585) on Aug. 17, 2011.  Dean M. Dinner, Esq., at Nussbaum
Gillis & Dinner, P.C., in Scottsdale, Arizona, serves as the
Debtors' counsel. The Debtors each estimated assets of up to
$500,000 and debts of up to $50 million.


MATTESON, IL: Moody's Cuts Gen. Obligation Debt Rating to 'B1'
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating on the Village
of Matteson, IL's outstanding general obligation (GO) debt to B1
from Ba1. Concurrently, Moody's has downgraded the rating on the
village's outstanding general obligation limited tax (GOLT) debt
certificates to B3 from Ba2. The outlook remains negative.

Summary Ratings Rationale:

The B1 GO rating reflects the village's rapidly deteriorating
financial position that includes ongoing annual operating deficits
and over reliance on inter-fund borrowing. The rating also
reflects the village's elevated debt profile, limited revenue
raising flexibility, and significant tax base declines.

The distinction between the village's B1 GO rating and B3 GOLT
rating reflects the weaker security on the GOLT debt certificates,
which do not benefit from a dedicated property tax levy. The
rating distinction also reflects the elevated risk inherent in the
debt service structure of the certificates, which will
significantly increase annual debt service costs and pressure the
village's financial operations in the medium term.

Strengths:

-- Above average resident income levels reflect proximity to
    employment opportunities throughout the Chicago (A3 negative)
    metropolitan area

Challenges:

-- Significant declines in tax base valuation

-- Rapidly deteriorating deficit General Fund balance requires
    reliance on inter-fund borrowing for general operations

-- Limited revenue raising flexibility

-- Very high debt burden that will increase due to accreted
    interest

Outlook:

The outlook on the Village of Matteson's ratings is negative,
reflecting Moody's belief that the village's liquidity position
will continue to remain under pressure as a result of extremely
narrow financial operations and a reliance on inter-fund
borrowings to fund general operations. Additionally, the outlook
reflects Moody's expectation that the village will be challenged
to improve reserve levels given its growing debt obligations.

What Could Change The Rating Up:

-- Return to structurally balanced operations combined with
    significantly improvement in General Fund reserves and
    liquidity

What Could Change the Rating Down:

-- Further declines in General Fund reserves

-- Erosion of the village's tax base and demographic profile

-- Increases in debt levels


McEWEN.65 LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: McEWEN.65, LLC
        1397 Huffines Ridge Drive
        Franklin, TN 37067

Case No.: 13-10706

Chapter 11 Petition Date: December 18, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Marian F. Harrison

Debtor's Counsel: Craig Vernon Gabbert, Jr., Esq.
                  HARWELL HOWARD HYNE GABBERT & MANNER PC
                  333 Commerce Street, Suite 1500
                  Nashville, TN 37201
                  Tel: 615-256-0500
                  Fax: 615-251-1059
                  Email: cvg@h3gm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

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


MCGRAW-HILL SCHOOL: Loan Increase No Impact on Moody's Ratings
--------------------------------------------------------------
Moody's Investors Service says the $50 million increase in McGraw-
Hill School Education Holdings, LLC ("MHSE") senior secured term
loan issuance to $250 million from $200 million has no immediate
impact on debt ratings. Net proceeds from the upsized issuance
along with $200 million of balance sheet cash are expected to fund
a special dividend of approximately $445 million and transaction
related fees. The loss given default point estimates on the senior
secured term loan were updated to reflect the new debt mix but all
debt ratings remain unchanged. The rating outlook remains stable.

Issuer: McGraw-Hill School Education Holdings, LLC

  UPSIZED $250 million Senior Secured Term Loan: Unchanged B2,
  LGD4 -- 65% (from LGD4 -- 67%)

Ratings Rationale:

The funded debt balance will increase to $250 million from $200
million resulting in initial debt-to-EBITDA increasing to an
estimated 2.7x LTM December 2013 from 2.3x (incorporating Moody's
standard adjustments, changes in deferred revenues, and cash plate
capital expenditures as a reduction in EBITDA, 1.3x net debt-to-
EBITDA). Despite the increase in leverage, MHSE's B1 CFR is
supported by the likelihood of maintaining credit metrics at
current levels or better through 2014 with good liquidity
including free cash flow-to-debt ratios greater than 20%.

McGraw-Hill School Education Holdings, LLC, headquartered in
Columbus, OH, is a leading provider of digital, print and hybrid
instructional materials, as well as assessment products and
services, for the K-12 market. A subsidiary of a publishing
company that was formed in 1909, MHSE is one of the three largest
U.S. education publishers focusing on the K-12 market with roughly
$750 million of revenue for the 12 months ended September 30,
2013. MHSE has shared services arrangements with its larger sister
company, McGraw-Hill Global Education Holdings, LLC, a global
provider of learning materials targeting the higher education
market. MHSE and MHGE were acquired by funds affiliated with
Apollo Global Management, LLC in March 2013 for a combined $2.4
billion purchase price and are both wholly-owned subsidiaries of
MHE US Holdings, LLC. MHSE (allocated 20% or $476 million of the
combined purchase price) does not guarantee or provide any
collateral to financings of MHGE (allocated 80% of the combined
purchase price) and MHGE will not guarantee or provide collateral
to the financing of MHSE.


MICHAELS STORE: Moody's Rates $260MM Sr. Subordinated Notes 'Caa1'
------------------------------------------------------------------
Moody's Investors Service, assigned a Caa1 rating to Michael's
Stores, Inc.'s proposed $260 million senior subordinated notes due
2020. All other ratings remain unchanged, including the B2
Corporate Family Rating and the B2-PD Probability of Default
Rating located at Michaels' parent company, Michaels FinCo
Holdings, LLC. The ratings outlook is stable.

Proceeds from the proposed notes combined with cash will be used
to fully redeem Michaels' outstanding 11.375% senior subordinated
notes due 2016. The transaction is a credit positive as it is
leverage neutral, will likely result in significantly lower cash
interest expense and extend the company's debt maturity profile.
Subsequent to the transaction, the company's nearest debt maturity
will be in 2017, when its revolving credit facility expires.

The following ratings have been assigned:

Michaels Stores, Inc.

-- $260 million senior subordinated notes due 2020, at Caa1
   ( LGD5, 85%)

The following ratings remain unchanged (LGD point estimates
revised):

Michaels FinCo Holdings, LLC

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2-PD

-- Senior unsecured PIK Toggle notes due 2018 at Caa1
   (LGD 6, 92%) from (LGD 6, 93%)

-- Speculative Grade Liquidity rating at SGL-2

Michaels Stores, Inc.

-- Senior secured term loan due 2020 at Ba3 (LGD 2, 26%)

-- Senior unsecured notes due 2018 at B3 (LGD 4, 66% ) from
   (LGD 4, 67% )

-- 11.375% senior subordinated notes due 2016 at Caa1
   (LGD 5, 86%), to be withdrawn upon completion of
   the transaction

Ratings Rationale:

Michaels' B2 Corporate Family Rating reflects the company's high
leverage, with lease-adjusted debt/EBITDA near 6.5 times and
interest coverage near two times. The rating reflects the
aggressive financial policies of its financial sponsor owners,
evidenced by the July, 2013 debt financed distribution using
proceeds from an $800 million note offering. Michaels has a strong
market position in the arts and craft segments, as evidenced in
its high operating margins and a track record of driving higher
sales. While the arts and craft segment has generally stable
demand, the company does participate in some segments that are
more sensitive to economic conditions, such as seasonal decor and
custom framing. The rating also takes into consideration the
company's good liquidity position, with no near dated debt
maturities, no financial maintenance covenants in its debt
arrangements and access to a sizable asset-based revolver to fund
seasonal working capital requirements.

The Ba3 rating for Michaels' secured term loan is two notches
higher than the B2 Corporate Family Rating reflecting its security
interest in certain assets of the company and the significant
level of junior capital in Michaels' capital structure. The
secured term loan rating also takes into consideration the
relatively stronger position of the unrated $650 million asset
based revolver, which has a first lien over the company's most
liquid assets including inventory. The B3 rating on the $1 billion
of senior unsecured notes reflects their junior ranking relative
to the meaningful amount of secured debt in the company's capital
structure. The Caa1 ratings for the senior subordinated notes and
the PIK Toggle notes issued by Michaels Finance Holdings LLC
reflect their junior ranking in the company's overall capital
structure.

The stable rating outlook reflects Moody's expectation that the
company will maintain modest growth in revenues and sustain its
high operating margins, reflecting its leadership position in the
arts and craft segment.

Ratings could be upgraded over time if the company continues to
generate positive revenue growth with operating margins sustained
in the low teens. Quantitatively, ratings could be upgraded if the
company made a sustained commitment to reduce leverage with
debt/EBITDA sustained below 5.25 times and EBITA/interest expense
was sustained above 2.25 times while maintaining good overall
liquidity.

Ratings could be lowered if the company were to see a sustained
reversal of recent positive trends in sales or if operating
margins were to erode, indicating that the company's competitive
profile was weakening. Ratings could also be lowered if the
company's financial policies became more aggressive.
Quantitatively, ratings could be lowered if debt/EBITDA was above
6.5 times.

Michaels Stores, Inc. ("Michaels"), a wholly owned subsidiary of
Michaels FinCo Holdings, LLC ("Michaels Holdings") is the largest
dedicated arts and crafts specialty retailer in North America. The
company operated 1,137 Michaels stores in 49 states and Canada and
122 Aaron Brothers stores as of November 2, 2013. The company
primarily sells general and children's crafts, home d‚cor and
seasonal items, framing and scrapbooking products. Total sales are
in excess of $4.5 billion. The company is controlled by affiliates
of Bain Capital Partners, LLC and The Blackstone Group, L.P. who
acquired Michaels in 2006.


MICROVISION INC: Offering $25 Million of Securities
---------------------------------------------------
Microvision, Inc., filed a Form S-3 registration statement with
the U.S. Securities and Exchange Commission relating to the
offering of $25,000,000 worth of common stock, preferred stock and
warrants.

The Company will provide specific terms of these securities and
offerings in supplements to this prospectus.

The Company's common stock is traded on The NASDAQ Global Market
under the symbol "MVIS."  On Dec. 12, 2013, the closing price of
the Company's common stock on The NASDAQ Global Market was $1.13
per share.

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

                       http://is.gd/aef2hq

                       About Microvision Inc.

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

The Company reported a net loss of $7.09 million on $3.67 million
of total revenue for the six months ended June 30, 2013, compared
with a net loss of $14.77 million on $3.03 million of total
revenue for the corresponding period of 2012.

The Company's balance sheet at Sept. 30, 2013, showed $12.01
million in total assets, $12.20 million in total liabilities and a
$190,000 total shareholders' deficit.


MGM RESORTS: Offering $500 Million of Senior Notes Due 2014
-----------------------------------------------------------
MGM Resorts International is offering $500,000,000 aggregate
principal amount of 5.250 percent Senior Notes due 2020.  Interest
on the Notes is due every March 31 and September 30, with first
interest payment on Sept. 30, 2014.

Joint Book-Running
Managers:            Deutsche Bank Securities Inc.,
                     Merrill Lynch, Pierce, Fenner & Smith
                     Incorporated

                     Barclays Capital Inc.

                     J.P. Morgan Securities LLC.

Co-Managers: BNP Paribas Securities Corp.
  Citigroup Global Markets Inc.
  Credit Agricole Securities (USA) Inc.
  RBS Securities Inc.
  SMBC Nikko Securities America, Inc.
  Morgan Stanley & Co. LLC
  Scotia Capital (USA) Inc.
  UBS Securities LLC

A copy of the free writing prospectus is available at:

                        http://is.gd/3z7DmK

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50 percent
investments in four other properties in Nevada, Illinois and
Macau.

MGM Resorts reported a net loss attributable to the Company of
$1.76 billion in 2012 as compared with net income attributable to
the Company of $3.11 billion in 2011.  As of Sept. 30, 2013, the
Company had $25.65 billion in total assets, $17.83 billion in
total liabilities and $7.82 billion in total stockholders' equity.

                        Bankruptcy Warning

"We have a significant amount of indebtedness maturing in 2015 and
thereafter.  Our ability to timely refinance and replace such
indebtedness will depend upon the foregoing as well as on
continued and sustained improvements in financial markets.  If we
are unable to refinance our indebtedness on a timely basis, we
might be forced to seek alternate forms of financing, dispose of
certain assets or minimize capital expenditures and other
investments.  There is no assurance that any of these alternatives
would be available to us, if at all, on satisfactory terms, on
terms that would not be disadvantageous to us, or on terms that
would not require us to breach the terms and conditions of our
existing or future debt agreements."

"Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior credit facility or the
indentures governing our other debt could adversely affect our
growth, our financial condition, our results of operations and our
ability to make payments on our debt, and could force us to seek
protection under the bankruptcy laws," the Company said in its
annual report for the year ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.

MGM RESORTS: Fitch Rates Proposed $500MM Unsecured Notes 'B+'
-------------------------------------------------------------
Fitch Ratings assigns a 'B+/RR3' rating to $500 million in MGM
Resorts International's (MGM) proposed senior unsecured notes due
2020 and upgrades MGM's existing senior unsecured notes to
'B+/RR3' from 'B/RR4'. In addition, Fitch affirms MGM's Issuer
Default Rating (IDR) at 'B' and MGM's senior secured credit
facility at 'BB/RR1. Fitch also affirms MGM Grand Paradise S.A.'s
(MGM Grand Paradise) and MGM China Holdings, Ltd's (MGM China; co-
borrower) IDRs at 'BB-' and the Macau credit facility at 'BB+'.
Ratings reflect moderate linkage between MGM and its financially
stronger Macau subsidiaries. The Rating Outlook is Positive.

Unsecured Notes Upgrade Rationale:

The upgrade of MGM's unsecured notes reflects improved recovery
prospects for the notes supported by MGM's substantial equity in
MGM China and to lesser extent CityCenter and Fitch's expectation
that MGM will continue to deleverage its balance sheet. The
upgrade to 'B+/RR3' also recognizes the limit on secured debt vis-
a-vis the notes' 15% consolidated net tangible asset (CNTA) test
and the prospect of $1.5 billion in pari passu notes converting
into equity in April 2015. (The conversion of the notes is not
factored into Fitch's recovery model.)

IDR Key Rating Drivers:

The Positive Outlook on MGM's IDR continues to be supported by the
company's improving financial profile and Fitch's favorable
outlook for Macau and the Las Vegas Strip. MGM's financial profile
is much improved since the recession and has benefitted
substantially from the company's exposure to Macau and Las Vegas
and the company's ability to refinance high-coupon debt with less
costly debt as highlighted by the refinancing of the secured notes
late 2012.

Fitch's base case leverage metrics for MGM through the projection
horizon could support a 'B+' IDR; however, the financial profile
remains somewhat tenuous when taking into account the risks
associated with the company's potential development pipeline and
that the projected improvement in the leverage metrics heavily
relies on the assumption that the 4.25% convertible notes convert
into equity in 2015.

Fitch calculates MGM's consolidated gross leverage (adjusted for
income attributable to minority interest and distributions from
non-consolidated subsidiary distributions) for LTM period ending
Sept. 30, 2013 at 7.1x. In Fitch's base case, leverage declines to
around 6x at year-end 2016 as the continued improvement in
operating trends, partial year of MGM's Cotai casino EBITDA and
the conversion of MGM's $1.5 billion in 4.25% convertible notes
more than offset borrowings for the company's potential projects
in Maryland and Massachusetts and its project in Macau.

MGM's consolidated liquidity is solid with available liquidity as
of Sept. 30, 2013 of roughly $3.6 billion and discretionary FCF
(gross of project capex and net of dividends to minority MGM China
owners) at about $500 million for the LTM period. The domestic
group's liquidity is also strong with available liquidity of
approximately $1.3 billion and discretionary FCF forecasted by
Fitch for 2014 of roughly $250 million.

An upgrade remains likely within the next 12 - 24 months when
there will be more clarity on MGM's development plans in Maryland
and Massachusetts. Fitch will view more favorably project
financing with limited equity contributions by MGM and limited
recourse to the domestic restricted group. Although the lack of
these attributes would not necessarily prevent an upgrade. Other
rating drivers Fitch will be monitoring with respect to the
upgrade include the operating trends on the Las Vegas Strip and
Macau; MGM's possible pursuit of a license in Japan; and MGM's
posture with respect to shareholder friendly behavior.

Fitch believes that MGM will remain focused in the near-term on
improving its balance sheet aside from pursuing the existing
development pipeline and possibly bidding for a license in Japan.
Examples of shareholder friendly actions over the next two to
three years could include taking anti-dilutive measures in
conjunction with the 4.25% convertible notes being converted into
equity or issuing debt to buy the other half of CityCenter from
Dubai World or engage in other M&A related activity.

Development Pipeline Manageable but Related Uncertainty Pressures
Ratings:

MGM's only authorized large scale development project is its $2.6
billion Cotai casino resort that is due to open early 2016. MGM
spent $183 million on the project through Sept. 30, 2013 and in
Macau has $1.45 billion undrawn revolver along with approximately
$775 million in excess cash. The run-rate discretionary FCF in
Macau is in excess of $700 million per year. Therefore, MGM China
will have capacity to make dividends in excess of $600 million per
year through the development cycle, which is consistent with the
dividends paid over the past one to two years (roughly $420
million in 2012 and $650 million for the LTM period ending Sept.
30, 2013). MGM receives 51% of dividends paid by MGM China.

In the U.S., MGM's covenants and liquidity allow for flexibility
with respect to funding the potential projects in Maryland and
Massachusetts. MGM has about $1.3 billion in liquidity in its U.S.
restricted group, which includes its $1.1 billion available on its
$1.2 billion revolver. The credit agreement permits $1 billion of
additional unsecured borrowings and investments are subject to the
Available Amount, which includes Macau dividends, along with other
baskets. MGM can also use its unused capacity under its $500
million maximum capital expenditures covenant towards investments.

MGM remains the only applicant for the western region
Massachusetts license and could be the favorite to win the license
in Prince's George's County, Maryland (there are two other
bidders). Maryland's gaming regulator is scheduled to announce the
winner on Dec. 20, 2013 and Massachusetts gaming commission plans
to award a license for the state's western region by April 2014.
The Maryland casino is budgeted at $925 million and will have
other equity partners. Radio One, Inc., a media company, will
invest $40 million into the Maryland project and MGM stated that
it is seeking additional minority investment. In Massachusetts,
MGM will own 99% of the $800 million project with a private local
investor (Paul Picknelly) owning 1%.

Assuming the projects are project financed and 65% debt funded,
equity commitment from MGM after accounting for investment by
Radio One is approximately $560 million, which MGM could
potentially fund solely using MGM China dividends. Fitch views
these projects favorably in the long-term but in the near-term the
equity contributions by MGM into these projects will inhibit its
ability to paydown the debt at its main restricted group.

The company will also likely bid on a license in Japan if that
jurisdiction passes an integrated resort bill in 2014; however,
license winners may not be known until 2015 or 2016.

$1.45 Billion In Convertible Notes Could Convert In 2015:

The 4.25% convertible notes, with $1.45 billion outstanding and an
April 2015 maturity, represent MGM's most meaningful approaching
maturity. MGM's 4.25% convertible notes with $1.45 billion
outstanding represents nearly 40% of the upcoming maturities over
the next three years and equates to more than 1x of the domestic
group's leverage. The notes' conversion option is now in the money
(stock trades at around $22 vs. $18.58 conversion price) and the
notes can be converted three days from maturity, which is April
15, 2015.

At the time of issuance, MGM entered into capped call options
covering $1.15 billion of the notes' face value with the strike
price set at the conversion price and the cap set at $21.85. MGM
paid $81 million for the capped call options in April 2010 when
the stock was trading at around $14. Fitch estimates that the
options' intrinsic value is roughly $200 million based on the
capped call price. However, the increase in the value is offset by
the fact that it would take roughly $1.35 billion to repurchase
the shares if the convertibles were converted.

The Restricted Payment definition in MGM's credit agreement
excludes the exercise by MGM of the rights under derivative
securities underlying the convertible debt. Therefore, Fitch
believes MGM's covenants would permit company to issue new debt
and use the proceeds to repurchase the converted shares associated
with the capped calls purchased. However, Fitch's base case does
not assume a repurchase of the converted shares. This assumption
is based on the company's publicly articulated emphasis on
deleveraging and the potential for the conversion of the notes
reinforces the Positive Outlook.

Positive Outlook Underpinned by Favorable Market Exposure:

Macau represents 34% of MGM's consolidated LTM property EBITDA for
period ending Sept. 30, 2013 and Las Vegas Strip 53% with the
Mississippi and Detroit making up most of the balance. MGM is
capacity constrained in Macau but managed to outperform the market
in 2013 with gross gaming revenue growing 19.8% year-to-date
through November (based on sell-side research) compared to 18.7%
for the entire market. The company achieved this in part by
shifting capacity towards VIP while getting better yield on its
mass tables by focusing more on the premium end of the business.
In 2014, Fitch expects growth to be more driven by the mass market
for MGM as the VIP capacity initiatives begin to anniversary
(opened a VIP floor in Sept. 2012 and introduced new junkets in
April 2013).

Macau gaming revenue growth for 2013 has outperformed Fitch's
expectations. Fitch expects growth to moderate somewhat in 2014
but projects growth to remain robust (12% forecasted for the
market). Growth will be supported by the growing Chinese economy
(Fitch projects 7% annual GDP growth in 2014 - 2015); the improved
infrastructure in and around Macau (e.g. new ferry terminal
connecting to Cotai opening mid-2014); and the development on
Hengqin Island adjacent to Macau. Fitch expects MGM to capture its
fair share of the revenue growth since most other operators (with
possible exception of Las Vegas Sands) face similar capacity
constraint issues in 2014.

Fitch remains constructive on the Las Vegas Strip outlook,
especially relative to other domestic markets. Fitch projects that
the market will manage low-to-mid single-digit RevPAR and gaming
revenue growth over the next two to three years. Fitch expects MGM
to outperform the market on the RevPAR front given the company's
exposure to convention business, which Fitch expects to be strong
in 2014. Around 2016 - 2017, Genting Group could open Resorts
World Las Vegas, a higher end Asian-themed integrated casino
resort. This will add 3,500 rooms into the market and likely
dampen Las Vegas' RevPAR momentum when it opens. Genting Group's
property will likely compete with MGM for the high-end baccarat
segment, but may also introduce more mid-tier Asian players into
the market.

Citycenter Now Viewed as a Positive Credit Driver for MGM:

Fitch now views CityCenter Holdings, LLC ('B' IDR; CityCenter) as
an asset for MGM, which is change from when the Las Vegas Strip
complex opened in late 2009. After two refinancings, sale of the
bulk of the condo inventory and strong ramp up in core operations
the 50/50 JV with Dubai World is now generating solid FCF and has
a relatively strong balance sheet with leverage pro forma for
recent refinancing at roughly 6x.

CityCenter is also in position that it can potentially start
upstreaming cash to its JV partners (subject to covenants of the
credit agreement) through regular dividends and/or by selling
Crystals, its retail component. Fitch estimates run-rate FCF for
CityCenter in the $150 million - $200 million range and Crystals
selling for $530 million - $750 million applying 5% - 7% cap rate
to the LTM EBITDA. There is some uncertainty with respect to MGM
accessing cash at CityCenter in the near-term as the JV agreement
with Dubai World stipulates that Dubai World receives the first
$494 million in distributions from CityCenter.

MGM estimates its remaining net obligation with respect to its
CityCenter completion guarantee at $82 million, which is
manageable, and stated in its third-quarter filing that is not
reasonably possible that the liabilities will exceed this amount.
The $82 million net liability is $143 million in remaining
settlement obligations related to the Pernini lawsuit estimated by
MGM; plus related legal fees and minus $72 million in condo
proceeds held at CityCenter that MGM is allowed to use to offset
its completion guarantee.

Liquidity and FCF are Much Improved; Maturities Manageble:

Liquidity and FCF are solid and can support a higher IDR although
few large maturities remain in 2015 - 2016. Pro forma for the
refinancing of the 5.875% notes due 2014, maturities include $2.3
billion ($875 million without the convertible notes) in 2015 and
$1.5 billion in 2016. The convertible notes have a good likelihood
of converting as the stock is trading close to 20% above the
conversion price. MGM's unsecured notes are not callable, which
may explain the heavy near-term maturities relative to other
gaming companies.

Fitch expects the refinancings over the next three years to be
accretive to cash flow since the coupon rates on the bonds coming
due are in the 6.625%-10% range (excluding the 4.25% convertible
notes) compared to 5.25% pricing for the new 6.5 year bonds (will
be issued at par).

Available liquidity is solid. MGM has approximately $3.6 billion
of liquidity when including Macau and $1.3 billion just in the
U.S. About $2.5 billion of the total liquidity is made up of $1.45
billion in revolver availability in Macau and $1.1 billion of
revolver availability in the U.S.

Fitch forecasts 2014 FCF for the domestic group excluding
dividends from unrestricted subsidiaries and project capex of
about $250 million. This forecast includes estimated EBITDA net of
cash-based corporate expenses of $1.29 billion (LTM EBITDA is
$1.22 billion); $785 million in cash based interest expense (LTM
cash based interest expense is about $920 million); and $250
million capex ($274 million in capex for the LTM period). Possible
cash uses not included in the FCF forecast could be development
capex in the U.S (e.g. casino projects in Maryland and
Massachusetts and the arena in Las Vegas) or the remaining
CityCenter completion guarantee obligations. FCF forecast also
does not include Macau dividends, which Fitch estimates at $600
million for 2014 (MGM would get $306 million of that).

MGM Ownership Pressures Macau Ratings:

MGM Grand Paradise's and MGM China's 'BB-' IDRs take into account
moderate linkage between MGM and the Macau subsidiaries, which
potentially would have higher stand-alone IDRs. The linkage takes
into account MGM Grand Paradise's liberal covenants with relaxed
limitations on additional debt and capacity for unlimited
restricted payments if leverage is less than 3.5x. The two notch
differentiation reflects the maximum extent to which MGM Grand
Paradise could support MGM, which is bound by the former's credit
facility covenants.

The moderate linkage also takes into account MGM's 51% control of
MGM China. There is a significant overlap between MGM China's (MGM
Grand Paradise's publicly listed holding company) and MGM's
boards, with six out of 12 MGM China board members (including
Pansy Ho, who holds $300 million in MGM convertible bonds) having
economic interest in MGM.

Also factored into the linkage is MGM Macau's dependence on MGM
for branding and other services. As part of the MGM China IPO, MGM
Grand Paradise entered into a brand licensing fee agreement with
an entity 50/50 owned by MGM and Pansy Ho (MGM Branding and
Development Holdings, Ltd) whereby MGM Grand Paradise pays 1.75%
of gross revenue (subject to caps) to the entity for the privilege
of using the "walking lion" and related trademarks. There is also
a marketing agreement with MGM, whereby MGM gets a 2.7% - 3.0% of
theoretical hold from referred patrons.

Recovery Rating Analysis:

MGM's equity in MGM China (51% owned by MGM) now accounts for $2.8
billion of the total $9.9 billion enterprise value Fitch
calculates for MGM's recovery analysis. The $2.8 billion equity
value incorporates a 10% stress on the LTM EBITDA and applies a 9x
EV/EBITDA multiple to come up with $2.8 billion in equity value
held by MGM. These assumptions are conservative when compared to
the $6.8 billion value implied by the market cap of the Hong Kong
listed MGM China.

In the second-quarter 2013 MGM used cash on hand, some of which
came from Macau dividends, to meet a $462 million maturity of
senior unsecured notes. Over the long-term Fitch expects MGM to
continue to use FCF and Macau dividends to reduce the amount of
unsecured notes outstanding although it is possible that MGM could
fund part of its domestic development pipeline partially with
corporate level unsecured debt.

Fitch calculates the recovery for MGM's unsecured notes at 53%,
which is at the low end of the 51% - 70% range for 'RR3' recovery
rating. The estimated recovery includes conservative assumptions
including 7x - 8x EV/EBITDA multiples for MGM's Las Vegas assets
and LTM EBITDA generally being stressed by 25%. The multiples
range is below 9x sale multiple Treasure Island, a mid-scale
property, sold for in early 2009 and the EBITDA stresses are
consistent with the stress seen during the 2007 - 2009 recession.

For the purpose of calculating recovery Fitch assumes full draw on
MGM's $1.2 billion revolver ($80 million outstanding as of Sept.
30, 2013) and assumes 10% of EV (excluding equity value in non-
wholly owned properties) for administrative claims.

MGM's $4 billion credit facility, for which Fitch estimates full
recovery, is secured by New York-New York and Gold Strike Tunica.
The credit facility also has a lien of up to $3.35 billion on the
Bellagio, MGM Grand and Mirage. MGM Grand Detroit is a co-borrower
on the credit facility and secures $450 million outstanding on the
term loan B.

Rating Sensitivities:

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

  -- Consolidated leverage (Fitch calculation is described above)
     remaining at or below 7x;

  -- Domestic EBITDA keeping pace with the step-ups in the minimum
     EBITDA covenant, which steps up by $50 million roughly every
     six months until peaking at $1.4 billion in early 2017 (as of
     Sept. 30, 2013 the company reported covenant EBITDA was $1.26
     billion relative to a $1.05 billion threshold);

  -- Domestic group generating discretionary FCF (excluding Macau
     dividends) of at least $200 million although there is
     flexibility for FCF to be below that at times of heavier
     'maintenance' capex (e.g. New York-New York outdoor space;
     Delano re-branding at Mandalay Bay, etc.);

  -- More clarity with respect to the U.S. development pipeline
     with more limited capital commitment from the U.S. restricted
     group being viewed more favorably and/or

  -- Conversion of the 4.25% notes with MGM allowing most or all
     of the new shares to remain outstanding (i.e. no or limited
     share repurchase) or publicly articulated commitment by the
     company not to buyback associated shares.

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

  -- Consolidated leverage adjusted for Macau minority interest
     migrating above 8.5x for an extended period of time;

  -- Greater uncertainty with respect to MGM's ability to
     refinance near-term maturities; and/or

  -- Domestic group generating discretionary FCF remaining roughly
     breakeven.

Fitch takes the following rating actions:

MGM Resorts International
-- IDR affirmed at 'B', Rating Outlook Positive
-- Senior secured credit facility affirmed at 'BB/RR1';
-- Senior unsecured notes upgraded to 'B+/RR3' from 'B/RR4;
-- Convertible senior notes due 2015 upgraded to 'B+/RR3'
   from 'B/RR4'.

MGM China Holdings, Ltd and MGM Grand Paradise S. A. (co-
borrowers)
-- IDRs affirmed at 'BB-', Rating Outlook Positive;
-- Senior secured credit facility affirmed at 'BB+'
   (includes $1.45 billion revolver and $550 million term loan).


MONTREAL MAINE: Fortress Unit to Be Lead Bidder at Jan. 21 Auction
------------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reports
that Chief Judge Louis H. Kornreich of the U.S. Bankruptcy Court
in Bangor, Maine, designated an affiliate of Fortress Investment
Group -- Railway Acquisition Holdings LLC -- as so-called
"stalking horse" for the Jan. 21 auction of the Montreal, Maine &
Atlantic Railway Ltd., according to an audio recording of the
hearing on Dec. 18.

The Fortress affiliate is offering $14.25 million for the railway.
According to WSJ, would-be buyers must offer at least $15.7
million to be in the running against the Fortress affiliate, whose
bid encompasses most of the assets of Montreal, Maine & Atlantic,
from its more than 500 miles of track in Maine, Vermont and Quebec
to its locomotives and railcars.

WSJ says the railway will also consider bids for pieces of the
company, however. Court papers show all bids are due Jan. 17.

The report notes that in approving the sale, Judge Kornreich
overruled an objection from Eastern Maine Railway Co., a creditor
and customer that called for more disclosure about each potential
bidder's prior railroad experience and their ability to operate
the Montreal, Maine & Atlantic in the public interest.

The report also says Chapter 11 trustee Robert Keach said "at
least a dozen" would-be bidders are currently kicking the tires.

The report notes any sale of the railroad will be subject to the
approval of U.S. and Canadian courts at a Jan. 23 joint hearing,
and regulators from both countries will also weigh in.

                        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.

An unofficial committee of wrongful death claimants consisting of
representatives of the estates of the 46 victims, is represented
by George W. Kurr, Jr., Esq., at GROSS, MINSKY & MOGUL, P.A.;
Daniel C. Cohn, Esq., at MURTHA CULLINA LLP; Peter J. Flowers,
Esq., at MEYERS & FLOWERS, LLC; Jason C. Webster, Esq., at THE
WEBSTER LAW FIRM; and Mitchell A. Toups, Esq., at Weller, Green,
Toups & Terrell LLP.


NAVISTAR INTERNATIONAL: To Release Fiscal Q4 Results Today
----------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2013 fourth quarter financial results on Friday,
December 20th.  A live web cast is scheduled at approximately 9:00
a.m. Eastern.  Speakers on the web cast will include Troy Clarke,
president and chief executive officer, Jack Allen, executive vice
president and chief operating officer, Walter Borst, executive
vice president and chief financial officer, and other company
leaders.

The web cast can be accessed through a link on the investor
relations page of Company's Web site at:

     http://www.navistar.com/navistar/investors/webcasts

Investors are advised to log on to the Web site at least 15
minutes prior to the start of the web cast to allow sufficient
time for downloading any necessary software.  The web cast will be
available for replay at the same address approximately three hours
following its conclusion, and will remain available for a period
of 10 days.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  The Company's balance sheet at July 31, 2013, the Company
had $8.24 billion in total assets, $12.17 billion in total
liabilities and a $3.93 billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEW YORK CITY OPERA: Can't Pay Back Workers, Ticketholders
----------------------------------------------------------
Law360 reported that New York City Opera Inc. will not be able to
pay back customers who bought show tickets in advance or make
severance payments to its last remaining employees after a
bankruptcy judge said Wednesday that the company must follow
bankruptcy procedure and establish a plan first.

According to the report, U.S. Bankruptcy Judge Sean H. Lane
expressed sympathy for the opera company's desire to pay the
employees who remained until the bitter end and customers who
provided its business.

                    About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013, estimating
between $1 million and $10 million in both assets and debts.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NRG ENERGY: Fitch Affirms and Withdraws Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
NRG Energy, Inc. (NRG) at 'B+' and GenOn Energy, Inc. (GenOn) at
'B-'. Fitch has also affirmed the IDRs of GenOn Americas
Generation, LLC (GAG) and GenOn Mid-Atlantic, LLC's (GMA) at 'B'.
GAG and GMA are intermediate holding company subsidiaries of
GenOn. The Rating Outlook is Stable for NRG and the GenOn
entities.

Fitch is simultaneously withdrawing all the ratings for NRG, GenOn
and GenOn's subsidiaries. The level of information available
through public disclosures is insufficient for Fitch to support a
rating for these entities. NRG's debt structure has become complex
over the last year driven by a series of corporate transactions
and increased use of non-recourse debt to finance renewable and
other conventional fuel projects. The acquisition of GenOn in 2012
and the recently announced proposed acquisition of Edison Mission
Energy (EME) are structured such that the target becomes an
excluded project subsidiary of NRG. NRG management provides
forward-looking public disclosure on a consolidated basis, which
is inadequate to perform a rating analysis for GenOn and its
subsidiaries. At the same time, consolidated credit metrics cannot
be used to rate NRG's debt, in Fitch's view, since non-recourse
debt comprises approximately 50% of the total consolidated debt.

Key Rating Drivers:

The IDRs of NRG and GenOn are based on the respective standalone
credit profiles based on Fitch's assumption that there is a weak
linkage between the entities. As an excluded project subsidiary of
NRG, GenOn exhibits no specific, tangible legal ties with the
parent. GenOn and its subsidiaries do not guarantee NRG's debt,
nor do any downstream guarantees flow from NRG to GenOn or its
subsidiaries. There are no cross-default provisions between NRG's
debt and the debt at GenOn entities and GenOn's debt is excluded
from covenant calculation of NRG's debt. Operational ties are
limited by a shared services agreement between NRG and GenOn. The
absence of common treasury and an arm's length bilateral credit
agreement between NRG and GenOn further limits the level of
operational integration between the two entities. Fitch does deem
GenOn to hold strategic importance for NRG. Any demonstrated
tangible support by NRG towards GenOn, such as equity infusion or
intercompany loans could be deemed a sign of a tighter rating
linkage.

NRG's major corporate transaction this year has been the formation
and initial public offering of NRG Yield Inc. (NRG Yield). NRG
retains a 65.5% economic and voting interest in NRG Yield. The
assets that have been dropped down into NRG Yield are renewable
and natural gas fueled projects, whose economics are well
supported by long-term power purchase agreements. NRG Yield holds
the right of first refusal for six additional contracted assets
currently owned by NRG. To sustain its credit profile at the
current rating level, Fitch would expect NRG management to offset
the loss of a stable, well-contracted stream of cash flows with
commensurate reduction in parental leverage.

Fitch does note that an emphasis on high distributions as well as
a growing stream of distributions at NRG Yield could create
challenges for both the company and its parent over the long term
by having to ensure that assets are available to drop down into
NRG Yield. This could, in turn, cause NRG and/or NRG Yield to
pursue an aggressive acquisition-led strategy if organic growth
proves to be a challenge. In this vein, Fitch notes that the
proposed acquisition of EME could put pressure on NRG's credit
metrics given the acquisition price and the upfront partial debt
funding unless the proceeds from the drop down of contracted
assets into NRG Yield are used for parent debt reduction.

NRG's ratings are supported by a stronger post-merger business
profile, successful execution of an integrated wholesale/retail
model in Texas, a strong liquidity position, and the company's
historically conservative hedging strategy, which has enabled it
to generate strong free cash flow despite a persistently weak
commodity environment. GenOn's generation portfolio lends
geographic diversity, size and scale benefits to NRG's fleet.
GenOn's northeast and western generation assets provide physical
backup to NRG's retail aspirations in these markets, thereby
lowering costs to compete. The IDRs of GenOn, GAG and GMA
primarily reflect a tepid power price environment, compressed dark
spreads, expiring above market hedges, and deactivations and
planned retirements of a portion of its coal fleet.

Fitch expects the consolidated credit profile for NRG to be
modestly weaker through 2015. GenOn's financial profile weakens in
2015 with the loss of above-market hedges and lower capacity
payments. On a consolidated basis, Fitch anticipates NRG's funds
flow from operations (FFO)-to-debt to be in the 12%-13% range and
Debt/adjusted EBITDA to be in approximately 5.75x-6.00x range by
2015, which is weak compared to Fitch's guideline metrics of 15%
FFO-to-debt and 5.0x Debt/adjusted EBITDA for a high-risk 'B+'
rated issuer. Fitch expects GenOn's FFO-to-debt to be in the 7%-
10% range and Debt/adjusted EBITDA to be approximately 7.0x by
2015.

Liquidity at NRG remains strong. As of Sept. 30, 2013, NRG had
$3.7 billion of liquidity, which reflects cash and cash
equivalents of $2.4 billion and revolver availability of $1.2
billion. Fitch expects NRG to generate upwards of $1 billion in
free cash flow in 2014-2015. These estimates do not reflect the
cash proceeds received from NRG Yield in return for assets to be
dropped down. In this context, management's future capital
allocation policies will be a key rating driver for NRG. GenOn had
$825 million of unrestricted cash and cash equivalents as of Sept.
30, 2013, with an additional $198 million available under the $500
million intercompany revolver from NRG.

The Stable Outlooks for NRG, GenOn, GAG and GMA reflect strong
liquidity to withstand a sustained period of depressed natural gas
prices, manageable debt maturities, and greater diversity in
generation portfolio.

Recovery Analysis:
The individual security issue ratings at NRG, GenOn, GAG and GMA
are notched above or below the IDR, as a result of the relative
recovery prospects in a hypothetical default scenario.

Fitch values the power generation assets of NRG, GenOn, GAG and
GMA using a net present value analysis. Fitch uses the plant
valuation provided by its third-party power market consultant,
Wood Mackenzie, as an input as well as Fitch's own gas price deck
and other assumptions. The generation asset net present values
(NPVs) vary significantly based on future gas price assumptions
and other variables, such as the discount rate and heat rate
forecasts in the deregulated markets, where the power generation
assets are based. Fitch calculates the value of NRG's retail
business by applying a 5.0x multiple to EBITDA expectations of
$500 million.

Rating Sensitivity:

Tough operating environment: Power prices continue to be depressed
and show only a modest recovery in tandem with natural gas prices
in Fitch's base case for most regions where NRG and GenOn and its
subsidiaries operate. The only exception is Texas, where reserve
margins continue to fall and regulators continue to debate
structural changes that may lead to stronger price signals to
incentivize new generation. Worsening gas basis in PJM and
potential for tougher environmental rules in Maryland could render
additional coal plants uneconomic in GenOn's fleet. Competition
continues to be intense in the retail electricity markets and
margins are under pressure. A meaningful worsening of the current
operating environment could adversely affect the credit profile of
NRG, GenOn, GAG and GMA.

Aggressive growth strategy: Fitch views the creation and partial
spin-off of NRG Yield and recently proposed EME acquisition as
signs of the aggressive growth strategy being pursued by
management. The pricing of future drop downs of contracted assets
into NRG Yield and use of the proceeds remains uncertain. Without
a commensurate parent debt reduction, the proposed drop down of
highly contracted assets into NRG Yield would be detrimental to
NRG's credit quality.

Capital allocation strategy: Capital allocation decisions by
management will be key rating drivers for NRG. Large shareholder-
friendly actions without commensurate debt reduction could lead to
negative rating actions. An aggressive growth strategy focused on
expansion of merchant generation assets would also be a cause for
concern.

Fitch has affirmed and withdrawn the following ratings:

NRG Energy, Inc.
-- Long-term IDR at 'B+';
-- Senior secured term loan B at 'BB+/RR1';
-- Senior secured revolving credit facility at 'BB+/RR1';
-- Senior unsecured notes at 'BB/RR2';
-- Convertible preferred stock at 'B-/RR6'.

GenOn Energy, Inc.
-- Long-term IDR at 'B-';
-- Senior unsecured notes at 'B+/RR2';
-- Short-term IDR at 'B'.

GenOn Americas Generation, LLC
-- Long-term IDR at 'B';
-- Senior unsecured notes at 'BB-/RR2'.

GenOn Mid-Atlantic, LLC
-- Long-term IDR at 'B';
-- Pass-through certificates at 'BB-/RR2'.

The Rating Outlook is Stable.


NUVILEX INC: Incurs $5.6 Million Net Loss in Oct. 31 Quarter
------------------------------------------------------------
Nuvilex, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.65 million on $0 of product sales for the three months ended
Oct. 31, 2013, as compared with a net loss of $382,816 on $6,287
of product sales for the same period a year ago.

For the six months ended Oct. 31, 2013, the Company reported a net
loss of $10.32 million on $0 of product sales as compared with a
net loss of $893,333 on $12,913 of product sales for the same
period a year ago.

The Company's balance sheet at Oct. 31, 2013, showed $4.59 million
in total assets, $990,967 in total liabilities and $3.60 million
in total stockholders' equity.

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

                        http://is.gd/V9vwHk

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.

Nuvilex incurred a net loss of $1.59 million on $12,160 of product
sales for the 12 months ended April 30, 2013, as compared with a
net loss of $1.89 million on $66,558 of total revenue during the
prior year.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.


OCZ TECHNOLOGY: Hercules Gets $9MM in Loan Repayment Proceeds
-------------------------------------------------------------
Hercules Technology Growth Capital, Inc., a specialty finance
company focused on providing senior secured loans to venture
capital-backed companies in technology-related markets, including
technology, biotechnology, life science, and energy and renewables
technology industries, at all stages of development, on Dec. 19
announced its quarter-to-date Q4 2013 portfolio update.

In December 2013, Hercules portfolio company OCZ Technology Group,
Inc. entered Chapter 11 bankruptcy proceedings and entered into an
Asset Purchase Agreement with Toshiba, Inc.  As of December 19,
2013, Hercules has already received approximately $9.0 million in
proceeds as loan repayment from the Company's original loan of
$10.0 million, excluding fees and interest, and the Company's
remaining exposure to this company is approximately $1.0 million,
excluding fees and interest.

                            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.


OPTOMETRY MANAGEMENT: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Optometry Management Services, P.A.
           aka OMS
           aka Academy Eye Center
           dba Vision Source
           aka Academy Eye Centers
           fka Academy Eye Center Optometry PA
        216 Glenbrook Spring
        New London, NC 28127

Case No.: 13-51549

Chapter 11 Petition Date: December 18, 2013

Court: United States Bankruptcy Court
       Middle District of North Carolina (Winston-Salem)

Judge: Hon. Lena M. James

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP
                  Suite 500, 100 S. Elm St.
                  P. O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: 336-274-4658
                  Fax: 336-274-4540
                  Email: dws@imgt-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Danford E. Raynor, Jr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncmb13-51549.pdf


ORCHARD SUPPLY: Shoots Down IRS Objection to Chapter 11 Plan
------------------------------------------------------------
Law360 reported that Orchard Supply Hardware Stores Corp. fired
back against the Internal Revenue Service's objection to its
Chapter 11 reorganization plan, saying the fact it hadn't yet
filed its 2013 tax return didn't mean it couldn't pay $8 million
in back taxes.

According to the report, in a brief filed with the Bankruptcy
Court of Delaware, Orchard Supply gave a general outline of its
upcoming past-due tax filings, saying the information should be
enough to prove its ability to pay the IRS and the court should
therefore approve the plan.

                      About Orchard Supply

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

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

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

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

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

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

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


OSHKOSH CORP: S&P Raises CCR to 'BB+'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on Oshkosh, Wis.-based Oshkosh Corp., including the corporate
credit rating to 'BB+' from 'BB'.  The rating outlook is stable.

"The upgrade reflects Oshkosh's good overall operating
performance, including its improved profitability, and disciplined
financial policy, which includes targeted reported debt to EBITDA
of 1x-2x," said Standard & Poor's credit analyst Dan Picciotto.
S&P believes this financial policy supports an "intermediate"
financial risk profile after accounting for the company's
potential cash flow and leverage volatility.  S&P assess the
company's business risk profile as "fair," which reflects its
market-leading positions in most end-markets and good scale and
scope, but also S&P's view that its profitability is volatile and
relatively low for a company in the capital goods sector, despite
recent improvement.

The rating outlook is stable.  "We believe Oshkosh will maintain
credit measures that are consistent with an 'intermediate'
financial risk profile, given the risks associated with its highly
cyclical nondefense businesses and our expectation that its
defense business will become a smaller portion of the overall
company," said Mr. Picciotto.

S&P could raise the rating if it had an improved view of Oshkosh's
business risk profile while continuing to view the financial risk
profile as "intermediate."  This could occur if Oshkosh wins large
defense contracts that supplement this segment and improve S&P's
view of the overall enterprise's scale, scope, and diversity while
maintaining its current financial policy.  In the absence of
growth in the defense platform, S&P would likely need to see
further growth (possibly through acquisition), improved
profitability, and sustained market leadership in existing
nondefense markets that lead S&P to believe the division would be
more resilient to future downturns in order to improve its view of
the business risk profile.

S&P could lower the rating if it expects that the company's credit
measures will deteriorate significantly in a downturn to levels
consistent with a "significant" financial risk profile.  For
instance, if S&P's expected debt to EBITDA to deteriorate to more
than 3x or FFO to debt to less than 30% on a sustained basis, it
could lower the rating.


PACIFIC GOLD: Limits Note Conversions to $1,000 Per Week
--------------------------------------------------------
Pacific Gold Corp. entered into a modification of one of its
outstanding notes that it has with Asher Enterprises, Inc., as of
Nov. 26, 2013.  The current principal amount of the note is
approximately $44,200, reflecting conversions of approximately
$5,800 during the month on November, 2013.

The modification provides for a limitation on the amount of
principal that may be converted each week to a maximum of $1,000
until April 10, 2014, at which time the full amount of the note
principal and interest then outstanding will be due and payable in
cash.  If the Company fails to pay the amount due on April 10,
2014, then the note will revert to its original terms and the
conversions may be as determined by the note holder.
Additionally, if there is a breach of the amendment by the
Company, the limitation on conversions terminates.

The Company has agreed to take steps to promptly authorize
additional shares should there be projected insufficient shares to
permit conversion of the note in the future.

There are issued and outstanding 121,467,727 shares of common
stock as of Dec. 16, 2013.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold disclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  As of June 30,
2013, the Company had $1.39 million in total assets, $4.30 million
in total liabilities and a $2.91 million total stockholders'
deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $2.02
million in total assets, $4.07 million in total liabilities, and
stockholders' deficit of $2.05 million.


PARKSIDE MINSHENG: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Parkside Minsheng Corp
        2789 Rafferty RD
        Hemet, CA 92545

Case No.: 13-30155

Chapter 11 Petition Date: December 18, 2013

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Hon. Meredith A. Jury

Debtor's Counsel: Alice Lin, Esq.
                  LAW OFFICES OF ALICE LIN
                  21700 E Copley Dr Ste 170
                  Diamond Bar, CA 91765
                  Tel: 909-861-4402
                  Email: alicelin.esq@gmail.com

Total Assets: $5.93 million

Total Liabilities: $1.34 million

The petition was signed by Minsheng Zhang, CEO.

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


PEM THISTLE LANDING: Files for Chapter 11 in Delaware
-----------------------------------------------------
PEM Thistle Landing TIC 23, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 13-13273) in Delaware on
Dec. 17, 2013.

The Debtor estimated at least $10 million in assets and
liabilities.  The Debtor is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B) and its principal asset is located at
4801 East Thistle Landing Drive, in Phoenix, Arizona.

Kathleen Mellor and Richard Mellor own 100% of the outstanding
membership interests in the Debtor.  Ms. Mellor, as director,
signed the bankruptcy petition.

The docket and the petition states that Kevin Scott Mann, Esq., at
Cross & Simon, LLC, in Wilmington, Delaware, serves as local
counsel.  The board resolution authorizing the bankruptcy filing
says that the Debtor is authorized to hire the law firm of
Freeborn & Peters LLP as general bankruptcy counsel.

Judge Kevin Gross presides over the case.

According to the docket, DOF IV Reit Holdings, LLC, has filed a
notice of appearance.


PEREGRINE FINANCIAL: Futures Customers to Receive $41 Million
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that futures customers of Peregrine Financial Group Inc.
will receive a second distribution by year-end amounting to about
$41 million.

According to the report, a bankruptcy judge in Chicago on Dec. 18
authorized Peregrine's Chapter 7 trustee to make another
distribution, bringing the total payout so far to 37 percent for
so-called 4d customers with commodity futures and options
accounts.

For customers with so-called 30.7 accounts who traded in futures
or options on foreign exchanges, the total recovery rises to 85
percent.

The trustee, Ira Bodenstein, is handing out about $41 million of
the $68.7 million he has on hand.  He must withhold $27.9 million
to cover payment for customers whose claims as yet aren't
resolved.

The first distribution, authorized in March, was 30 percent for 4d
customers and 40 percent for 30.7 customers.  Mr. Bodenstein's
lawyer previously said that customers with 30.7 claims ultimately
should be paid in full.

                   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.


PERSONAL COMMUNICATIONS: Has Until March 17 to Decide on Leases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended Personal Communications Devices, LLC, et al.'s time to
assume or reject unexpired leases of nonresidential real property
located at (i) 1516 Motor Parkway, Hauppauge, Suffolk County, New
York; and (ii) 80 Arkay Drive, Hauppauge, Suffolk County, New
York, to and including the earlier of March 17, 2014, or the date
on which an order confirming a plan of liquidation is entered by
the Court.

As reported in the Troubled Company Reporter on Dec. 4, 2013,
according to the Debtors, Quality One, the buyer for the Debtors'
assets, continues to  evaluate whether it will maintain operations
at the Leased  Facilities and, if so, whether it will do so under
the existing  Leases.  Preserving those Leases while Quality One
evaluates its needs and the suitability of the Leased Facilities
is necessary to enable the Debtors to fulfill their obligations
under the TSA and to enable an orderly transition of the Debtors'
assets and employees to Quality One.

The Debtors added that Quality One and the resources the parties
will need to complete the steps to effectively transfer the
Debtors' assets to Quality One.  Because the Debtors' domestic
operations and warehouse capacity was primarily located at 80
Arkay Drive and the Hauppauge Warehouse respectively, the Debtors
and Quality One identified maintenance of the Leases as necessary
to the transition process.

                             About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.

PCD filed for bankruptcy with a deal to sell the operations to
Quality One Wireless LLC for $105 million, absent a higher bid at
auction.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

The petitions were signed by Raymond F. Kunzmann as chief
financial officer.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PLEASANTVILLE MECHANICAL: Case Summary & Top Unsecured Creditors
----------------------------------------------------------------
Debtor entities filing separate Chapter 11 cases:

     Debtor                                      Case No.
     ------                                      --------
     Pleasantville Mechanical, Inc.              13-37356
        dba One Hour Heating & Air Conditioning
     200 Cambria Ave
     Pleasantville, NJ 08232

     Beverage and Refrigeration Services         13-37354
        dba Rich Services
     206 West Parkway Drive
     Egg Harbor Township, NJ 08234

     Egsue, Inc.                                 13-37353
        dba JEM Associates, Inc.
     206 West Parkway Drive
     Egg Harbor Township, NJ 08234

Chapter 11 Petition Date: December 18, 2013

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

Judge: Hon. Gloria M. Burns

Debtors' Counsel: Carol L. Knowlton, Esq.
                  TEICH GROH
                  691 State Highway 33
                  Trenton, NJ 08619
                  Tel: (609) 890-1500
                  Email: cknowlton@teichgroh.com

                                                       Total
   Debtor                            Total Assets    Liabilities
   ------                            ------------    ------------
   Pleasantville Mechanical, Inc.        $228,200      $4,747,054
   Egsue, Inc.                         $1,051,907      $4,823,522
   Beverage and Refrigeration          $2,122,717      $6,163,118

The petitions were signed by John Egnor, president.

A list of Pleasantville's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-37356.pdf

A list of Egsue, Inc.'s 16 largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb-37353.pdf

A list of Beverage and Refrigeration's 20 largest unsecured
creditors is available for free at:

              http://bankrupt.com/misc/njb13-37354.pdf


PREFERRED PROPPANTS: Moody's Cuts CFR to 'Caa3'; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service has lowered the corporate family rating
(CFR) and the senior secured credit facility rating of Preferred
Proppants to Caa3 from Caa1. The probability of default rating
(PDR) was also lowered to Ca-PD/LD from Caa2-PD.

This rating action is a result of Preferred Proppants' failure to
make quarterly principal and interest payments due September 30,
2013, to its credit facility lenders, which is considered a
default under Moody's definition, despite the fact that Preferred
Proppants has been operating under a forbearance agreement with
its lenders. As a result of the missed payments, Moody's has also
added a limited default (LD) designation to the company's PDR.

The ratings outlook was changed to negative.

The following ratings actions were taken:

Corporate Family Rating downgraded to Caa3 from Caa1;

Probability of Default downgraded to Ca-PD/LD from Caa2-PD;

Senior Secured Credit Facilities due 2016 downgraded to Caa3
(LGD3, 31%) from Caa1 (LGD3,31%);

Outlook changed to negative from rating under review.

Ratings Rationale:

The ratings downgrade reflects Preferred Proppants' failure to
make quarterly principal and interest payments due September 30,
2013, to its bank facility lenders and the uncertainty related to
its ultimate credit profile. The company has been engaged in on-
going negotiations with its lenders since September 2013 when it
hired restructuring advisors. The company has also been exploring
a potential sale of assets. The Caa3 ratings reflect Moody's
expectation for the potential recovery for Preferred Proppants'
lenders.

The negative outlook reflects the uncertainty related to the
ultimate recovery rate. It also reflects downward pressure on
Preferred Proppants operating results which have been weak since
the second half of 2012 due to competitive pressure in the frac
sand industry, its lack of high quality sand reserves and a less
developed logistical network relative to its major competitors.
Moody's does not foresee these pressures moderating over the near
term, and this pressure, along with management's distraction in
resolving its capital structure, could ultimately diminish the
value of Preferred Proppants' enterprise.

Preferred Proppants, LLC headquartered in Radnor, PA, is a
producer and distributor of frac sand and proppant materials used
predominately in oil and gas drilling. The company generated
approximately $399 million in revenue for trailing 12-month period
ended September 30, 2013.


PRESBYTERIAN HOMES: S&P Withdraws 'B+' Rating on Revenue Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services corrected by withdrawing its
'B+' long-term rating on Presbyterian Homes, Ill.'s series 2003A,
2005A, and 2005B revenue bonds.


QUALITY STORES: Benefits Trade Group Defends FICA Tax Refund
------------------------------------------------------------
Law360 reported that severance payments made to employees whose
jobs were involuntarily terminated due to their employer's
bankruptcy are not taxable under the Federal Insurance
Contributions Act, the American Benefits Council told the U.S.
Supreme Court.

According to the report, bankrupt Quality Stores Inc. says it
deserves a $1 million tax refund because supplemental unemployment
compensation benefits, called SUB payments, are not considered
wages under the Revenue Code, citing its long string of victories
on the issue that have led to the high court battle.

In the U.S. Supreme Court case closely watched by tax attorneys,
Quality Stores took opening shots at the Internal Revenue Service,
saying the bankrupt company deserved a $1 million tax refund
because severance payments to involuntarily terminated workers
aren't taxable under federal law.

The agricultural retailer argues in a brief filed that
supplemental unemployment compensation benefits, called SUB
payments, are not considered wages under the Revenue Code, citing
its long string of victories on the issue that have led to the
high.

                       About Quality Stores

Based in Muskegon, Michigan, Quality Stores Inc. is a specialty
retailer of farm and agriculture-related merchandise.

On Oct. 22, 2001, the Company was sent to bankruptcy after a group
of holders of the 10-5/8% senior notes filed an involuntary
petition before the U.S. Bankruptcy Court for the Western District
of Michigan, in Grand Rapids.  Under laws relating to an
involuntary bankruptcy filing, the Company is permitted to operate
its business in the ordinary course, unless the Court orders
otherwise.


QUICKSILVER RESOURCES: 2011 Filing Omitted Schedules
----------------------------------------------------
Quicksilver Resources Inc. amended its Form 8-K Report which was
originally filed on Dec. 27, 2011, with the U.S. Securities and
Exchange Commission to provide certain omitted schedules to the
Contribution Agreement dated Dec. 23, 2011, among Quicksilver
Resources Canada Inc., Fortune Creek Gathering and Processing
Partnership and 0927530 B.C. Unlimited Liability Company filed as
Exhibit 10.1 to the December 2011 Form 8-K.  Confidential
treatment has been requested for certain portions of those
schedules.  Omitted portions have been filed separately with the
Commission.  No other changes have been made to the December 2011
Form 8-K.

A copy of the Contribution Agreement is available at:

                        http://is.gd/SrW3zz

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

As of Sept. 30, 2013, the Company had $1.33 billion in total
assets, $2.29 billion in total liabilities and a $964.51 million
total stockholders' deficit.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


RESIDENTIAL CAPITAL: Strikes Deals Resolving Borrower Claims
------------------------------------------------------------
Law360 reported that attorneys for Residential Capital LLC on
Dec. 16 announced four settlements worth a combined $1.1 million
resolving putative borrower class actions that were pursuing
claims of a combined $247 million against the defunct mortgage
servicer's bankruptcy estate.

According to the report, the deals will allow ResCap and its
affiliates to avoid litigating the allegations connected to their
prepetition mortgage loan servicing and origination practices. The
attorneys are seeking approval for the agreements from U.S.
Bankruptcy Judge Martin Glenn, who confirmed ResCap's liquidation
plan last week.

The class action is Timothy R Peel et al v. Brooksamerica Mortgage
Corporation et al, Case No. 8:11-cv-00079 (C.D. Cal.) before Judge
Josephine Staton Tucker.

                     About Residential Capital

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

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

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

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

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

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

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

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RIH ACQUISITIONS: Atlantic Club Casino Wins Approval for Bonuses
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Atlantic Club Casino Hotel in Atlantic City, New
Jersey, got its bonus program for executives approved after
resolving objections from the official creditors' committee.

According to the report, although the program still could pay a
maximum of $2.1 million, the smallest bonus pool will be $250,000
if the sale price is $25 million. Previously, bonuses would have
been $875,000 at the initial threshold.

A hearing is scheduled on Dec. 19 to approve sale of the project
to the winning bidder at this week's auction.

                     About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.


RIH ACQUISITIONS: Bidding Continues at Chapter 11 Auction
---------------------------------------------------------
Daily Bankruptcy Review reported that a bankruptcy auction for
Atlantic Club Casino Hotel is entering its second day, a lawyer
for the Atlantic City boardwalk-gambling operation confirmed on
Dec. 18.

According to the report, asked if a winner had emerged from the
competition that began on Dec. 17, or if the auction was set to
continue, Cole Schotz Meisel Forman & Leonard PA's Michael Sirota
answered in an email, "Continue."

                      About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.


ROSETTA GENOMICS: Executive Officers Plan to Sell Securities
------------------------------------------------------------
Certain executive officers of Rosetta Genomics Ltd. filed Form 144
notices of proposed sales of securities pursuant to Rule 144 under
the Securities Act of 1933 in connection with the sale of ordinary
shares of the Company solely to satisfy tax obligations in
connection with the vesting of restricted stock units (RSU) in
accordance with the terms of the respective RSU agreements,
according to the Company's Form 6-K filed with the U.S. Securities
and Exchange Commission on Dec. 16, 2013.

                           About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics disclosed a net loss of US$10.45 million on
US$201,000 of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of US$8.83 million on US$103,000 of
revenue during the prior year.  As of June 30, 2013, the Company
had $30.28 million in total assets, $2.34 million in total
liabilities and $27.93 million in total shareholders' equity.

                        Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2012, the Company
said:

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  However there can be no assurance that we will be able to
obtain adequate levels of additional funding on favorable terms,
if at all.  If adequate funds are not available, we may be
required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetizing certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States."


SB PARTNERS: Reports $272,800 Net Loss in First Quarter
-------------------------------------------------------
SB Partners filed with the U.S. Securities and Exchange Commission
on Dec. 16, 2013, its quarterly report on Form 10-Q disclosing a
net loss of $272,785 on $623,087 of total revenues for the three
months ended March 31, 2013, as compared with a net loss of
$280,521 on $639,952 of total revenues for the same period a year
ago.

As of March 31, 2013, the Company had $17.65 million in total
assets, $21.72 million in total liabilities and a $4.06 million
total partners' deficit.

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

                        http://is.gd/BDacwb

                        About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

SB Partners incurred a net loss of $1.10 million in 2012 as

compared with a net loss of $1.02 million in 2011.


SEAWORLD PARKS: S&P Raises CCR to 'BB' & Removes Rating From Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Orlando, Fla.-based SeaWorld Parks & Entertainment Inc.
to 'BB' from 'B+'.  S&P removed the ratings from CreditWatch,
where they were placed with positive implications on Nov. 27,
2013.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's approximately $1.6 billion senior secured credit
facility to 'BB+' from 'BB-'.  The recovery rating on this debt
remains '2', indicating S&P's expectation for substantial (70% to
90%) recovery for lenders in the event of a payment default.

The upgrade follows the recent completion of a secondary offering
in which affiliates of The Blackstone Group L.P. sold 18 million
shares of SeaWorld common stock, which reduces Blackstone's
ownership in the company to approximately 43% from 63%.  As a
result of the secondary share offering, S&P is revising upward its
financial policy assessment on SeaWorld and raising its financial
risk assessment to "significant" from "highly leveraged."
Although Blackstone maintains sufficient ownership to be able to
influence SeaWorld's financial policy, S&P believes the company's
financial policy will remain consistent with a significant
financial risk assessment and that Blackstone will likely continue
to reduce its ownership interest and effectively relinquish
control over the medium term.

The significant financial risk assessment also reflects S&P's
expectation that SeaWorld will sustain adjusted debt to EBITDA
under 4x and FFO to debt of about 20% or higher over the next few
years.

S&P's assessment of SeaWorld's business risk profile as
satisfactory reflects low expected profit volatility over the
economic cycle compared with other rated leisure companies, high
barriers to entry in the theme park industry, and S&P's belief the
company will maintain adjusted EBITDA margin of about 30% or
higher.  SeaWorld's EBITDA concentration in a few of its parks and
the capital intensity of the theme park business partly offset
these factors.


SEALED AIR: Moody's Rates New $524.5MM Secured Term Loan 'Ba1'
--------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to the proposed
senior secured term loan B of Sealed Air Corp. The company's Ba3
Corporate Family and Ba3-PD Probability of Default remain
unchanged. The ratings out is stable. The proceeds of the new term
loan B due 2018 were used to refinance the outstanding balances on
the existing term loan B due October 3, 2018.

Moody's assigned the following ratings:

Sealed Air Corp.

-- Assigned new $524.5 million senior secured Term Loan B
   due October 2018, Ba1 (LGD 2, 16%)

Sealed Air B.V.

-- Assigned new EUR127.5 million senior secured Term Loan B
   due October 2018, Ba1 (LGD 2, 16%)

The following rating actions are unchanged:

-- $609.5 million senior secured Term Loan B due October 2018
   ( $524.5 million outstanding), Ba1 (LGD 2, 16%) (to
   be withdrawn)

-- EUR150 million senior secured Term Loan B due October
   2018 (EUR127.5 million outstanding), Ba1 (LGD 2, 16%) (to
   be withdrawn )

Sealed Air Corp.

Ba3 corporate family rating

Ba3-PD probability of default

SGL-2 speculative grade rating

The rating outlook is stable.

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

Ratings Rationale:

The Ba3 corporate family rating reflects the company's scale (as
measured by revenue), wide geographic exposure and low customer
concentration of sales. Sealed Air has a track record of
successful innovation and continues to invest in R&D. The company
is also an industry leader in certain segments. The company's
customer base is highly diverse, with no single customer
representing more than 10% of its 2012 net sales. Sealed Air has
maintained long-term relationships with many of its top customers
and has a significant base of equipment installed on the
customers' premises. Approximately 50% of sales are from food and
food processing related end markets. The company also has
sufficient liquidity.

The rating is restrained by weakness in certain credit metrics, a
disparate product line and the concentration of sales in cyclical
and event risk prone segments. The rating is also restrained by
the significant competition in the fragmented market, some
commoditized products, the mixed contract and cost pass through
position, and uncertainty of the timing of the asbestos related
liability and related tax refunds. Despite an overlap in customers
and distribution channels, Sealed Air's product lines are
substantially unrelated. Sealed Air has a significant exposure to
cyclical and event risk prone end markets (protective packaging
and meat). All of the company's segments operate in competitive
and fragmented markets and will need to continue to develop new
products and innovate in order to maintain their competitive
advantage as many innovations eventually may be copied.

The ratings could be downgraded if there is deterioration in
credit metrics or the operating and competitive environment.
Sealed Air will also need to maintain adequate liquidity including
sufficient cash on hand to cover the asbestos related liability
and daily cash needs, sufficient availability under the revolver,
and adequate cushion under financial covenants. Specifically, the
rating could be downgraded if debt to EBITDA remains above 5.3
times, EBITA interest coverage remains below 2.2 times, free cash
flow to debt remains below the mid-single digits, and/or the EBITA
margin declines below 10.5%.

The ratings could be upgraded if Sealed Air sustainably improves
credit metrics within the context of a stable operating and
competitive environment. Sealed Air will also need to maintain
adequate liquidity including sufficient cash on hand to cover
daily cash needs and a significant portion of the asbestos related
liability, sufficient availability under the revolver, and
adequate cushion under financial covenants. Specifically, the
ratings could be upgraded if debt to EBITDA declines below 4.6
times (including the asbestos related liability), EBITA interest
coverage rises above 3.2 times, free cash flow to debt increases
above 8%, and/or the EBITA margin rises above 14%.


SEQUENOM INC: Amends Stock Options of Dr. Ronald Lindsay
--------------------------------------------------------
The Board of Directors of Sequenom, Inc., approved an amendment to
each stock option held by Dr. Ronald Lindsay to provide that each
stock option will be exercisable for a period of three years
following Dr. Lindsay's cessation of service as a member of the
Board.  The amendment to Dr. Lindsay's stock options became
effective immediately, and results in the stock options held by
Dr. Lindsay having the same post-service exercise period that
stock options granted other non-employee directors of the Company
have.

Additionally, on Dec. 12, 2013, under the Company's non-employee
director compensation program, the Board approved a stock option
grant to Dr. Lindsay, effective Jan. 2, 2014, to purchase 10,000
shares of the Company's common stock at an exercise price equal to
the closing price of the Company's common stock on the date of
grant, and which will vest and become exercisable upon the earlier
of the first anniversary of the grant date or the date of the
Company's next Annual Meeting of Stockholders.

Dr. Lindsay joined the Board as a non-employee director in 2003.
In September 2009, at the Company's request, Dr. Lindsay accepted
the position of interim senior vice president of Research and
Development.  His employment in this position followed the
Company's termination of the employment of its senior vice
president of Research and Development due to the public release of
information concerning product development that included
inadequately substantiated claims, inconsistencies and errors.
Dr. Lindsay subsequently served as the Company's executive vice
president of Research and Development from August 2010 until
December 2012, when he became the Company's executive vice
president, Strategic Planning.  He continued to serve as a member
of the Board during the period of his employment.

Dr. Lindsay, the Company's executive vice president, Strategic
Planning, would retire from employment with the Company as of
Dec. 31, 2013, but will continue to serve as a member of the
Company's Board of Directors following his retirement.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  The Company's balance sheet at Sept. 30, 2013, showed
$164.82 million in total assets, $195.85 million in total
liabilities and a $31.02 million total stockholders' deficit.


SHILO INN, TWIN FALLS: Plan Outline Hearing Continued to Jan. 23
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation between Shilo Inn, Twin Falls, LLC, et al.,
and California Bank & Trust continuing hearings and deadlines on:
(1) the Debtors' Disclosure Statement; and (2) California Bank's
motion for relief from stay.

The hearing for the approval of the Disclosure Statement and CBT's
motion for relief from stay has been scheduled for Dec. 19, 2013,
at 1:30 p.m.  However, pursuant to the stipulation:

   1. the hearing to approve the Debtors' Disclosure Statement
      is continued to Jan. 23, 2014, at 1:30 p.m.;

   2. the hearing on CBT's motion is continued to Jan. 23, at
      1:30 p.m.; and

   3. the briefing schedule and deadlines for filing oppositions,
      objections, responses, and replies to the Disclosure
      Statement motion and RFS motion are continued and set in
      accordance with Local Bankruptcy Rule 9013-1.

                   Motion for Relief of Stay

As reported in the Troubled Company Reporter on Oct. 28, 2013,
California Bank & Trust, assignee of holder of deed of trust, asks
the U.S. Bankruptcy Court for the Central District of California
for relief from the automatic stay as to these properties:

   1. Shilo Inn, Rose Garden, LLC's real property located at
      1506 NE 2nd Avenue, Portland, Oregon;

   2. Shilo Inn, Moses Lake, Inc.'s real property located at
      1819 E. Kittleson Road, Moses Lake, Washington;

   3. Shilo Inn, Seaside East, LLC's real property located at
      900 S. Holladay Drive, Seaside, Oregon;

   4. Shilo Inn, Nampa Blvd, LLC's real property located at
      617 Northside Boulevard, Nampa, Idaho; and

   5. Shilo Inn, Boise Airport, LLC's real property located
      at 4111 S. Broadway Avenue, at Boise, Idaho.

According to CBT, cause exist to lift the stay because the bank's
interest in the collateral is not protected by an adequate equity
cushion, and the Debtor has no equity in the property, and the
property is not necessary to an effective reorganization.

                             The Plan

As reported in the TCR on Sept. 5, 2013, the Debtors filed with
the Court a Joint Plan of Reorganization and Disclosure Statement
dated Aug. 29, 2013.

Under the Plan, the Debtors propose to pay all claims in full,
unless otherwise agreed with the claimholder, with unsecured
claims to be paid over a three-month period from the Plan
Effective Date.

Non-insider general unsecured creditors can expect to have their
claims paid in full in this manner:

  -- The first payment will be made on the effective date of the
     Plan, which is anticipated to be on Jan. 2, 2014, in the
     aggregate amount of $64,596;

  -- The Reorganized Debtors will make two additional payments,
     each in the amount of $64,596 in months two and three
     following the Effective Date, for a total payout to non-
     insider general unsecured creditors in the amount of
     $193,788, which the Debtors believe constitutes 100% payment,
     excluding interest.

The Debtors included cash flow projections in its Plan proposal to
show that it will have sufficient cash on hand on the Plan
Effective Date to make the payment required.

A copy of the Plan and Disclosure Statement dated Aug. 29 is
available for free at:

     http://bankrupt.com/misc/SHILOINN_PlanDSAug29.PDF

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.


SHS SERVICES: Sears Canada Supplier Goes Into Receivership
----------------------------------------------------------
Sears Canada Inc. (TSX: SCC) confirmed that SHS Services
Management Inc., an Installation Services Org. (ISO) company that
is an independent third party provider of home installed products
and services licensed under the Sears Home Services banner, is in
receivership.

Effective immediately, all offers of services provided by SHS are
ceasing, and Sears is working with the Receiver, Pricewaterhouse
Coopers Inc. (PWC), on a viable business option for the future for
the home services business.  Sears will ensure that all Sears Home
Services warranties are honored.

Sears Canada's top priority is to customers, and the Company is
working with PWC to make sure that customer service requirements
are met.  Enquiries for previously engaged home services can be
made by contacting Sears at 1-800-4-MY-HOME.

Sears Canada -- http://www.sears.ca/-- is a multi-channel
retailer with a network that includes 181 corporate stores, 241
hometown dealer stores, over 1,400 catalogue and online
merchandise pick-up locations, 101 Sears Travel offices and a
nationwide repair and service network.  The Company also publishes
Canada's most extensive general merchandise catalogue and offers
shopping online at.


SOUTHERN TITLE: Sent to Liquidation by Insurance Commission
-----------------------------------------------------------
The Times Dispatch reports that Southern Title Insurance Corp. is
headed for liquidation, state documents show.

The State Corporation Commission's move to liquidate the company
comes after a Richmond circuit judge placed Southern Title in
receivership in December 2011 and named the SCC as the receiver.
The company had ceased writing policies in September of that year,
according to timesdispatch.com.

Two months ago, the report recalls that the SCC filed notice that
it planned to enter an order declaring Southern Title insolvent
following a hearing at 10:00 a.m. Feb. 4 at the commission's
headquarters in Richmond.

In an April financial statement, Southern Title said its
liabilities exceeded its assets by $30.4 million, the report
notes.

The report relates that Title Insurance protects a policyholder
from real estate property title defects due to issues that were
not known at the time of purchase, such as liens, judgments,
unpaid taxes or fraud.

Southern Title, according to the report, experienced financial
difficulties because of agent misappropriations of funds in Texas
between 2004 and 2006 and the rise in title insurance claims from
that alleged misuse of funds, the SCC said in 2011.

"[T]heft that leaves insurance companies financially impaired and
policyholders unprotected, although unusual, isn't unheard of,"
the report quoted Steven Walt, a bankruptcy law expert and
professor at the University of Virginia School of Law, as saying.

Southern Title's pending dissolution has national implications
because the company did business in about 20 states.

The report relays that the SCC planned to notify policyholders,
claimants and creditors of the liquidation hearing by Dec. 6.
Notices of objection to the proceedings and related deadlines must
be filed with the SCC by Jan. 6.

Southern Title has about $10 million in unearned premiums.  Under
Virginia law, Walt explained, to the extent those funds are not
used to obtain reinsurance, the reserve will go toward the
expenses of administering the receivership.

The remaining reserve funds are to be distributed equally to cover
losses sustained by policyholders, and those who filed a claim
before the deadline will be paid first, the report says.

"The application for liquidation requests a claim bar date of Aug.
4, 2014," the report quoted Katha Treanor, an SCC spokeswoman, as
saying.  "If a claim is filed after the bar date, it will not be
paid, she added, the report notes.

Southern Title Insurance Corp. is a Richmond-based insurer that
wrote title insurance coverage.


SPECIALTY PRODUCTS: Judge Could Rethink Asbestos Deadline
---------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge indicated on
Dec. 17 that he may reconsider his ruling ordering a deadline be
set for asbestos-related injury claims in the Specialty Products
Holding Corp. case, and said he intends to see dual solicitations
for a Chapter 11 plan from both the asbestos claimants committee
and the debtor.

According to the report, U.S. Bankruptcy Judge Peter J. Walsh
scheduled a hearing for Jan. 7, during which counsel representing
the potentially thousands of people who may have suffered some
injury or illness connected to a compound produced by asbestos may
argue for the reconsideration of his ruling.

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


ST. FRANCIS HOSPITAL: Files for Chapter 11 for Sale
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that St. Francis Hospital in Poughkeepsie, New York, filed
a Chapter 11 petition on Dec. 17 and will sell the facility for
$24.2 million to Health Quest Systems Inc., perhaps in early
January.

According to the report, the 333-bed acute-care facility, founded
in 1914, said problems with a newly installed computer system
caused a loss of income.  The hospital said it also faces low
rates and "increasingly rigorous" billing processes required by
Medicare and Medicaid, the two largest sources of revenue.

Last year, revenue of some $150 million resulted in a $7.7 million
operating loss. The balance sheet as of July 31 showed assets of
$154.9 million against debt totaling $137.7 million.

The hospital wants the bankruptcy judge to require other potential
buyers to submit expressions of interest by Jan. 3.  If there are
none, the hospital wants the court to hold a hearing on Jan. 10 to
approve the sale to Health Quest.

If there is other interest, formal bids would be required by Feb.
10, should the judge go along with the proposed schedule.  The
auction would take place on Feb. 13.

The case is In re St. Francis Hospital, 13-bk-37725, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).


STEWARD HEALTH: S&P Lowers Rating to 'B-'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
U.S.-based community health care service provider Steward Health
Care System LLC to 'B-' from 'B'.  The rating outlook is stable.
S&P also lowered all related issue-level ratings on the company's
debt by one notch in conjunction with the downgrade.  S&P removed
the ratings from CreditWatch, where it placed them with negative
implications on Nov. 26, 2013.

"We based our downgrade on our application of our revised
corporate criteria. Our assessment of Steward's business risk
profile remains "vulnerable" and our assessment on the company's
financial risk profile remains "highly leveraged", which under the
revised corporate criteria leads to an anchor score of 'b-'," said
credit analyst David Peknay.  "Further, the company's management
and governance score remains "weak" and our liquidity assessment
is "less than adequate".  While the management and governance
score and the liquidity assessment do not have an impact on the
'b-' anchor score, our view of the company's management and
governance and liquidity limits any favorable ratings impact when
comparing the company with peers."

The stable outlook is based on S&P's expectation that volumes will
decline in the first half 2014, but recover in the second half.
It also assumes that margins will only decline modestly because of
cost reduction initiatives.  Furthermore, it assumes that
discretionary cash flow deficits will be significantly reduced in
2014.  S&P also expects the company's sources of liquidity to
cover the company's uses.

                         Downside Scenario

S&P could lower the rating if it anticipates that uses of
liquidity will exceed sources of liquidity or S&P projects that
the company's margin of compliance with financial covenants will
drop below 5%.  This could occur if volumes do not rebound in the
second half as S&P expects, resulting in low-single-digit revenue
declines and the company's EBITDA margin falling 50 bps or more.

                          Upside Scenario

Although less likely, S&P could raise the rating if the company
improved its scale, scope, and diversity, such that S&P could
consider upwardly revising the business risk score.  However, this
would likely entail a transformative event.  Furthermore, this
would require the company to convincingly establish a track record
of positive cash flow.  This would likely entail the company's
revenue growing by a low- to mid-single-digit rate, the company's
margins increasing by 100 bps, and investments in growth
subsiding.


STRATUS MEDIA: Five Directors Quit Amid Change of Focus
-------------------------------------------------------
Seymour Siegel, Glenn Golenberg, Randall Cross, Michael Dunleavy,
Sr., and Jack Schneider resigned as directors of Stratus Media
Group, Inc., effective Dec. 9, 2013.  The resignations were not
pursuant to any disagreement with the Company, but were tendered
in connection with the change of the focus of the Company as a
life sciences company as a result of the recent acquisition of
Canterbury Laboratories, LLC and Hygeia Therapeutics, Inc.

As previously disclosed, Sol J. Barer, Ph.D., Issac Blech, Yael
Schwartz, Ph.D., and Nelson Stacks have recently been elected to
the board of directors, and the Company expects to add additional
members with backgrounds in the life sciences areas.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $3.23 million in total assets, $9.57
million in total liabilities, all current, and a $6.33 million
total shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


SUBURBAN PROPANE: Moody's Affirms 'Ba2' CFR; Outlook to Stable
--------------------------------------------------------------
Moody's changed Suburban Propane Partners, L.P.'s outlook to
stable from negative and affirmed its Ba2 Corporate Family Rating
(CFR), Ba2-PD Probability of Default Rating (PDR), and Ba3 senior
unsecured notes rating. In a related action, Moody's changed
Suburban's Speculative Grade Liquidity (SGL) rating to SGL-2 from
SGL-3.

"The stable outlook reflects improved leverage and ongoing
integration of Inergy L.P.'s propane business by Suburban
Propane," commented Arvinder Saluja, Moody's Analyst. "Suburban
exited fiscal 2013 with leverage that continues to trend lower
after being markedly elevated from the debt-financed Inergy
acquisition."

Issuer: Suburban Propane Partners, L.P.

Affirmations:

  Corporate Family Rating, Affirmed Ba2

  Probability of Default Rating, Affirmed Ba2-PD

  Senior Unsecured Notes, Affirmed Ba3, LGD4, 64%

Upgrades:

  Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Outlook Actions:

  Outlook, Changed to Stable from Negative

Ratings Rationale:

The stabilization of Suburban's outlook follows significant
improvement in the company's leverage profile in 2013. The
integration efforts related to the Inergy, L.P. (Inergy)
acquisition that closed in August 2012 continue to translate into
planned cost savings and synergies. Suburban has been able to
reduce its leverage from over 7x at the end of fiscal 2012 to
around 4x at the end of fiscal 2013, a range much more appropriate
for a Ba2 propane company. Moody's expects the leverage to
gradually improve by at least another half a turn in 2014 as
Suburban benefits from improved scale and synergies as it further
integrates Inergy operations and from a more normal winter weather
pattern.

Moody's notes that some of the leverage improvement has been aided
by Suburban's post-acquisition secondary public offerings of its
equity for combined proceeds of over $400 million, substantially
all of which was used toward debt reduction.

The Ba2 CFR is supported by Suburban's significant scale and
market position in propane industry, its strong track record of
successful cost reduction efforts augmented by the synergies
achieved with the Inergy acquisition, and management's historical
preference for conservative financial policies. The rating is
tempered by characteristics of the propane sector which include a
high degree of sensitivity to unpredictable external factors such
as weather, a trend of secularly declining volumes, the highly
competitive and fragmented nature of the sector, and growth
opportunities that are mostly limited to acquisitions as opposed
to organic growth.

The SGL-2 rating reflects good liquidity. Suburban ended fiscal
year 2013 with over $107 million in cash and $253 million in
availability under its $400 million revolving credit facility.
Covenants under the facility include a minimum interest coverage
ratio of 2.25x, stepping up to 2.5x effective the third quarter of
2014, and maximum consolidated leverage of 4.75x. The maximum
consolidated leverage steps up to 5.0x during an acquisition
period to grant financing flexibility. Moody's believes Suburban
will be in compliance with these covenants through 2014. Apart
from the credit facility that matures in 2017, there are no other
debt maturities until 2018.

The Ba3 senior unsecured notes rating reflects the size of the
senior secured revolver's priority claim relative to the unsecured
notes results in a one notch differential from the CFR under
Moody's Loss Given Default Methodology.

An upgrade is unlikely in the near to medium term. However,
Moody's could consider an upgrade if debt/EBITDA approaches 2.5x,
liquidity remains good, and future acquisitions are both accretive
and mainly equity funded. The rating could be downgraded if it
appears that debt/EBITDA will rise above 4.5x for a sustainable
period. Higher leverage could be tolerated temporarily in the
event of an acquisition that materially improves Suburban's
business profile and if the company has a clear plan to bring
leverage below 4x in a reasonable timeframe.


T-MOBILE USA: Moody's Rates $1 Billion Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to T-Mobile USA,
Inc.'s $1 billion 6.125% Senior Unsecured Notes due 2022 and $1
billion 6.5% Senior Unsecured Notes due 2024, the proceeds of
which, along with the company's recent equity offering, are
expected to be used for general corporate purposes, including
capital investments, enhancing T-Mobile's financial flexibility
and opportunistically acquiring additional spectrum in private
party transactions and/or government auctions. The company's other
ratings and stable outlook remain unchanged.

Moody's has taken the following rating actions:

T-Mobile USA, Inc.

6.125% Senior Unsecured Series Notes due 2022: Assigned Ba3 (LGD4,
52%)

6.5% Senior Unsecured Series Notes due 2024: Assigned Ba3 (LGD4,
52%)

Ratings Rationale:

T-Mobile's recent debt and equity raises provide the company with
an estimated additional $3.8 billion of cash that will be used to
support the growth of the company and its subscriber base,
including accelerated capital spending and the possibility of
future spectrum purchases. Moody's will continue to monitor how
the company will utilize its new capital from its debt and equity
raises. Also noteworthy, Deutsche Telekom's ("DT") lack of
participation in the recent equity offering further reinforces
Moody's belief that T-Mobile's implicit support provided by DT is
minimal to non-existent as DT's ownership of T-Mobile will be
diluted upon completion of the equity raise.

"We acknowledge T-Mobile's recent surprisingly strong performance
and will assess whether such operating trends are sustainable,"
said Moody's Senior Vice President, Dennis Saputo. In particular,
Moody's is monitoring competitive responses to T-Mobile's strong
subscriber gains and will evaluate industry impact. We realize
that T-Mobile's network modernization, including the integration
of MetroPCS, and 4G LTE deployment remain on track to support
anticipated subscriber growth and rapidly rising bandwidth demand.
"Nevertheless, we remain concerned about the ability of the third
and fourth largest US wireless carriers to make significant
sustainable inroads against Verizon Wireless and AT&T, which
continue to dominate the US wireless industry," continued Saputo.
Saputo concluded, "If T-Mobile can continue its strong performance
while maintaining a prudent balance sheet as the company assembles
the assets required to compete long-term against the US wireless
industry leaders, positive rating pressure could develop."

T-Mobile's Ba3 Corporate Family Rating ("CFR") reflects Moody's
expectation for improved execution as a result of enhanced scale,
an improved competitive device lineup, accelerated network
investment and a new, aggressive pricing structure for
smartphones. In addition, a strong liquidity profile and valuable
spectrum assets also provide credit support. These strengths are
offset by the company's fourth position in the highly competitive
U.S. wireless industry, the capital intensity associated with
building out its 4G LTE network and meeting rapidly rising
bandwidth demand and a moderately leveraged balance sheet.

T-Mobile's stable outlook reflects Moody's belief that the merger
with MetroPCS will present strategic and operational synergies
that will enable the combined company to stabilize its market
share over time and eventually lead to margin expansion.

T-Mobile's rating could be upgraded if the combined company
returns to a strong growth trajectory by reducing churn and
increasing subscriber counts. If total churn falls below 3%,
EBITDA growth accelerates and free cash flow grows rapidly.
Specifically, Moody's could raise the rating if leverage is likely
to drop below 4.0x and free cash flow were to improve to the high
single digits percentage of total debt (note that all cited
financial metrics are referenced on a Moody's adjusted basis).

Downward rating pressure could develop if the company's leverage
approaches 4.5x and free cash flow drops below 2% of total debt.
This could occur if EBITDA margins come under sustained pressure,
declining to below 30%. In addition, deterioration in liquidity
could pressure the rating downward.


T3 MOTION: Adam Benowitz 10.3% Owner as of Dec. 13
--------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Adam Benowitz and his affiliates disclosed
that as of Dec. 13, 2013, they beneficially owned 2,393,641 shares
of common stock of T3 Motion, Inc., representing 10.3 percent of
the shares outstanding.  Mr. Benowitz previously reported
beneficial ownership of 2,613,641 common shares or 11.2 percent
equity stake as of Aug. 16, 2013.  A copy of the regulatory filing
is available for free at http://is.gd/dT3amR

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.

The Company's balance sheet at Sept. 30, 2013, showed $2.50
million in total assets, $11.32 million in total liabilities and a
$8.81 million total stockholders' deficit.


TOWER GROUP: Fitch Comments on Adverse Reserve Development
------------------------------------------------------------
Fitch Ratings comments that Tower Group International, Ltd.'s
(TWGP) filing announcing that it will be taking additional adverse
reserve development in the third quarter of 2013 (3Q'13) of
approximately $75 million to $105 million in addition to the $364
million the company took in 2Q'13 is outside of previous rating
expectations.

The third quarter development relates to workers' compensation,
commercial multi-peril liability, other liability, and commercial
auto liability, which were the same lines experiencing unfavorable
loss experience that led to TWGP's 2Q'13 charge.

However, TWGP's announcement of the sale of its investment in
Canopius Group Ltd.'s sale to Bregal Capital LLP for approximately
$70 million and using the proceeds to fund payment of its
outstanding $70 million bank line is a favorable development. The
company's next maturing debt obligation is $150 million of 5%
convertible senior notes due Sept. 15, 2014.

The company continues to explore strategic alternatives with the
services of an investment banker.

Fitch plans on reviewing the ratings once the company files third
quarter GAAP and statutory statements, which are anticipated to be
released shortly. The ratings are listed below.

Tower Group International, Ltd.
--Issuer Default Rating (IDR) 'B', Rating Watch Negative.

Tower Group, Inc.
--IDR 'B', Rating Watch Negative;
--5% senior convertible debt rating 'B-'.

Tower Insurance Company of New York
Tower National Insurance Company
Preserver Insurance Company
CastlePoint National Insurance Company
York Insurance Company of Maine
Hermitage Insurance Company
CastlePoint Florida Insurance Company
North East Insurance Company
Massachusetts Homeland Insurance Company
CastlePoint Insurance Company
Kodiak Insurance Company
--Insurer Financial Strength ratings 'BB', Rating Watch Negative.


TWIN RIVER: Moody's Puts All Ratings on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed all of the ratings of Twin River
Management Group Inc. on review for possible downgrade following
its announcement that it intends to acquire the Hard Rock Hotel &
Casino in Biloxi, Mississippi from owner Leucadia National
Corporation. The proposed purchase price is $250 million and
closing is subject to approval by Hard Rock International (owner
of the Hard Rock brand) and gaming regulators. The estimated
completion date for the acquisition is June 2014.

Ratings placed on review for possible downgrade:

  Corporate Family rating at B1

  Probability of Default rating at B2-PD

  First lien term loan at B1 (LGD 3, 35%)

  Senior secured revolver at B1 (LGD 3, 35%)

The company credit metrics may weaken as debt increases to finance
the proposed acquisition. There is limited financial information
available on the Hard Rock Biloxi, and Moody's is unable to
estimate the pro-forma leverage of the combined entities at this
time. However, the proposed acquisition will have a positive
credit impact on Twin River (which owns one casino near
Providence, Rhode Island) by expanding the company's geographic
diversification prior to commencement of legalized gaming in
nearby Massachusetts.

Ratings Rationale:

The review for possible downgrade will focus on the pro-forma
capital structure post acquisition, reasonableness of the purchase
price, the impact of legalized gaming in Massachusetts on Twin
River's existing operations, and management's capital spending
plans going forward.

Twin River Management Group, Inc.'s owns and operates the Twin
River casino located near Providence, Rhode Island. The Twin River
casino operates approximately 4,500 video lottery terminals (VLTs)
on behalf of the State of Rhode Island. Twin River is entitled to
a 27.8% share of the VLT income. In addition, Twin River began
operations of 66 table games in June 2013 that was recently
increased to 80. The company is private and does not disclose
public financials.

The Hard Rock Hotel & Casino in Biloxi, Mississippi, is a
subsidiary of Leucadia National Corp. The property consists of
53,800 square feet of gaming space, a hotel town with 325 rooms,
five restaurants and a new hotel tower expected to open in
February 2014 with 154 rooms. Leucadia does not report detailed
financial information on its gaming operations.



UNITED AMERICAN: Shareholders Elect Seven Directors
---------------------------------------------------
United American Healthcare Corporation held its annual meeting of
shareholders on Dec. 13, 2013, during which the shareholders:

   1) elected John T. Woolley, Tom A. Goss, and Emmett S. Moten,
      Jr., to the Board of Directors for terms to expire at the
      2015 annual meeting of shareholders;

   2) elected Herbert J. Bellucci, Ronald E. Hall, Sr., Richard M.
      Brown, D.O., and William C. Brooks as directors for terms to
      expire at the 2016 annual meeting of shareholders, or until
      their respective successors are duly elected and qualified;

   3) approved a change in the Company's state of incorporation
      from Michigan to Nevada; and
   4) ratified the appointment of Bravos & Associates as the
      company's independent registered public accounting firm for
      fiscal 2014.

                        About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

United American reported net income of $537,000 on $8.48 million
of contract manufacturing revenue for the year ended June 30,
2013, as compared with a net loss of $1.86 million on $6.83
million of contract manufacturing revenue for the year ended June
30, 2012.

The Company's balance sheet at June 30, 2013, showed $15.82
million in total assets, $12.77 million in total liabilities and
$3.04 million in total shareholders' equity.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company had a working capital deficiency
of $8.4 million.  The Company's liabilities and working capital
raise substantial doubt about its ability to continue as a going
concern.


USEC INC: Agrees with Noteholder Group to Pursue Restructuring
--------------------------------------------------------------
USEC Inc. has reached an agreement with a majority of the holders
of its senior convertible notes on the terms of a financial
restructuring plan that will strengthen the Company's balance
sheet, enhance its ability to sponsor the American Centrifuge
project and improve its long-term business opportunities.  Under
the terms of the agreement, the company will replace approximately
$530 million in convertible notes that are scheduled to mature in
October 2014 with new debt and equity.

"We are pleased to reach agreement with a significant number of
our noteholders on a plan to improve our capital structure and
enhance our ability to be a stronger sponsor of the American
Centrifuge project," said John K. Welch, USEC president and chief
executive officer.  "We have said for many months that we are
transitioning our business to focus on our core strengths, and
today's announcement represents another important step in that
process."

Throughout the restructuring process, USEC expects to continue its
operations and to meet its obligations to its stakeholders,
including suppliers, partners, customers and employees.  The
Company also anticipates the continuation of research, development
and demonstration activities for the American Centrifuge
technology, as well as the transition activities at the Paducah
Gaseous Diffusion Plant by United States Enrichment Corporation,
which is the primary operating subsidiary of USEC Inc.

Discussions continue with the Babcock & Wilcox Investment Company
(B&W) and Toshiba Corporation regarding agreement to restructure
their preferred convertible equity investment.  The noteholders
and USEC have made a proposal regarding restructuring the Toshiba
and B&W investment and the parties are in discussions on those
terms and documentation which must be completed prior to
implementing the financial restructuring plan.  As strategic
investors, Toshiba and B&W remain supportive on deployment of the
American Centrifuge Plant.

The agreement with the noteholders, which includes the
participation of financial institutions representing approximately
60 percent of the Company's debt, calls for the Company's $530
million debt to be replaced with a new debt issue totaling $200
million.  The new debt issue would mature in five years and
automatically extend an additional five years upon the occurrence
of certain events.  In addition, the restructuring plan
contemplates that the existing equity will be replaced with new
equity.  The noteholders would receive 79 percent of the new
equity as common stock.  The plan calls for Toshiba and B&W to
jointly obtain 16 percent of the new common stock, as well as $40
million in debt on the same terms as the noteholders, in exchange
for their existing preferred equity investment.  Existing
stockholders would receive 5 percent of the new common stock.  As
noted above, the detailed terms for restructuring Toshiba and
B&W's preferred equity investment are being negotiated.  Once
implemented, the new capital structure will increase USEC's
financial flexibility and support the Company's continuing
sponsorship of the American Centrifuge project.

In order to implement the terms of the agreement, USEC Inc.
expects to file a prearranged and voluntary Chapter 11 petition
for relief in the United States Bankruptcy Court for the District
of Delaware in the first quarter of 2014.  It is anticipated that
none of the Company's subsidiaries will be filing for relief.
United States Enrichment Corporation is anticipated to be a plan
proponent for a limited purpose, but will not be included in the
Chapter 11 filing.  Such a filing is not expected to have any
effect on on-going operations, suppliers, deliveries to customers
or the American Centrifuge research, development and demonstration
program.

USEC recently announced that its full production-scale cascade of
120 machines achieved 20 machine-years of operations at commercial
plant specifications.  During that performance run, USEC
successfully completed three important milestones set by the
Department of Energy (DOE) for the program.  DOE's ongoing support
for the project is a condition to implementing the Company's
agreement with its noteholders.  The Company is currently in
ongoing discussions with DOE officials regarding the American
Centrifuge project and the proposed restructuring.

Under terms of the agreement, the current USEC Board of Directors
would oversee the restructuring process until the effective date
of the plan when a new board would take its place.  The new
directors will all be U.S. citizens, except and to the extent that
mitigation measures acceptable to the Nuclear Regulatory
Commission and DOE are in place.  The Company expects B&W and
Toshiba to continue to have representation on the board of
directors.

USEC's legal advisor for the restructuring is Latham & Watkins
LLP, its financial advisor is Lazard, and its restructuring
advisor is AlixPartners LLP.  An ad hoc group of holders of USEC's
senior convertible notes was advised by Akin Gump Strauss Hauer &
Feld LLP and Houlihan Lokey.

A copy of the Plan Support Agreement is available for free at:

                        http://is.gd/4HZ1Le

A copy of the Form 8-K is available for free at:

                        http://is.gd/NrXuKx

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012 as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $1.70 billion in total assets,
$2.16 billion in total liabilities and a $462.1 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of September 30, 2013, we had $530 million of convertible notes
outstanding.  Under the terms of our convertible notes, a
"fundamental change" is triggered if our shares of common stock
are not listed for trading on any of the NYSE, the American Stock
Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ
Global Select Market, and the holders of the notes can require
USEC to repurchase the notes at par for cash.  We have no
assurance that we would be eligible for listing on an alternate
exchange in light of our market capitalization, stockholders'
deficit and net losses.  Our receipt of a NYSE continued listing
standards notification described above did not trigger a
fundamental change.  In the event a fundamental change under the
convertible notes is triggered, we do not have adequate cash to
repurchase the notes.  A failure by us to offer to repurchase the
notes or to repurchase the notes after the occurrence of a
fundamental change is an event of default under the indenture
governing the notes.  Accordingly, the exercise of remedies by
holders of our convertible notes or the trustee of the notes as a
result of a delisting would have a material adverse effect on our
liquidity and financial condition and could require us to file for
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2013.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


VIGGLE INC: Acquires Wetpaint for $30 Million
---------------------------------------------
Viggle has acquired Wetpaint, an entertainment media and
technology company focused on television fans, for $30 million in
cash and stock.

Wetpaint has become a leading destination for TV viewers, and
provides original content to over 12 million monthly unique users.
Wetpaint provides a way for fans to stay connected with the stars
and programs they love 24 hours a day, 365 days a year.

In addition to its 12 million monthly unique users, Wetpaint
boasts more than 90 million page views a month and combined social
reach of over 7 million Facebook likes and followers on Twitter.
It is a major source for deep, independent coverage of top TV
shows, stars, entertainment news and fashion, producing premium
content - more than 150 new articles, videos and galleries per
day.

While Wetpaint will continue to offer its unique insight and
access to its loyal fans, the two companies will begin to share
content and benefits immediately.  In the coming months Wetpaint
users will gain access to Viggle's rewards program, and Vigglers
will see more and more unique and exclusive content focused on TV,
TV stars, and fans of TV.

"Wetpaint is the perfect complement to our business for users, TV
network partners and advertisers," said Greg Consiglio, president
and COO of Viggle.  "This combined company brings together
Viggle's proven promotion, entertainment rewards and monetization
capabilities with Wetpaint's reach, social distribution
technologies and best-in-class content.  Wetpaint leverages the
power of social media to ensure TV fans are getting the latest
news and commentary about the shows they love, and now we are
expanding that to include real-time updates before, during and
after the show airs."

Ben Elowitz, CEO of Wetpaint commented, "We are thrilled to join
our loyal users with Viggle's avid fans, providing both with the
continued opportunity to gain rewards by engaging in their passion
-- entertainment -- while also giving marketers a more integrated,
dynamic platform."

For marketers, this acquisition creates significant opportunities
to reach a passionate audience with targeted messages across an
"always on" entertainment experience that now includes multiple
touch points and platforms.  Marketers already benefit from
Viggle's extensive reward program, as well as in app advertising
and that will now be extended through Wetpaint's online content
and social media streams.

Viggle and Wetpaint provide unprecedented access to devoted TV
viewers.  With 316 million confirmed check-ins since launch last
year, and an average of 66 minutes per session, Viggle's more than
3.5 million registered users already provide a unique and highly
targeted way for brands and networks to amplify their message or
content.  Viggle can reward users for checking into programming on
nearly 200 networks, and dozens of brands are actively using
Viggle to complement their TV ads.  Wetpaint's 90 million page
views a month focused on the same content provides a way for rands
and networks to access those viewers all day, every day.  Viggle
and Wetpaint will share more details on the integration and the
roll out of joint features, including   music features, in the
coming weeks.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/1ZaNfk

Additional information is available for free at:

                        http://is.gd/BpFuJl

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$16.06 million in total assets, $36.26 million in total
liabilities, $36.83 million in series A convertible redeemable
preferred stock, and a $57.04 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WARNER SPRINGS: District Court Dismisses Debt Acquisition Appeal
----------------------------------------------------------------
District Judge William Q. Hayes dismissed the appellate
proceedings, DEBT ACQUISITION COMPANY OF AMERICA V, LLC,
Appellant, v. WARNER SPRINGS RANCHOWNERS ASSOCIATION, et al.,
Appellees, Civil No. 13cv1170-WQH-WVG (S.D. Cal.).

Pacific Hospitality Group, Inc. -- the predecessor-in-interest to
Warner Springs Ranch Resort LLC, the buyer of the assets of Warner
Springs Ranch Association -- sought dismissal of the appeal,
arguing that DACA failed to name WSRR, the buyer of the assets, in
its appeal.  WSRR is the party most affected by the appeal of the
Sale Order, and thus an indispensable party to the appeal and the
appeal should not proceed due to this fatal flaw.  PHG also argued
that the appeal must be dismissed because the appeal is both
statutorily moot and equitably moot.  Debt Acquisition Company of
America V waived its right to appeal its post-auction objections
to the bid procedures because it did not object to entry of the
Consensual Bid Procedures Order.  The issues on appeal asserted by
DACA establish that DACA was not prejudiced by the Court's ruling.

DACA contends the appeal is not statutorily moot, constitutionally
moot, nor equitably moot. DACA contends that policy considerations
favor appealability because state court partition laws do not
contain mootness provisions, and applying the federal bankruptcy
mootness provision to this case would encourage forum shopping.

The Warner Springs Ranch Association was the majority owner of the
tenancy-in-common interests controlling ownership of the historic
Warner Springs Ranch Resort, located in San Diego County.
Minority ownership interests were held by DACA; Pala Band of
Mission Indians; and others.  The Debtor experienced financial
difficulties, and entered into an agreement to sell the Debtor's
interest in the Ranch to Pala. After the sale to Pala failed to
close, the Debtor filed a Chapter 11 bankruptcy petition.

On May 4, 2012, the Debtor filed an adversary proceeding in the
bankruptcy court seeking to sell the Ranch in its entirety
(including the interests of DACA, Pala and all other co-owners)
under 11 U.S.C. Sec. 363(h).  On Dec. 18, 2012, DACA stipulated to
the sale of its interest, stipulated that all statutory conditions
set forth in 11 U.S.C. Sec. 363(h) had been satisfied, and
stipulated that judgment may be entered authorizing the Debtor to
sell its interest in the Ranch together with the interests of all
co-owners.

Pursuant to DACA's stipulation for entry of judgment, and the
bankruptcy court entered judgment in the adversary proceeding,
finding that all statutory conditions set forth in 11 U.S.C. Sec.
363(h) had been satisfied.

On Dec. 20, 2012, the Debtor filed its motion to sell assets and
approve bid procedures.  On Feb. 28, 2013, the bankruptcy court
approved the procedures.

On March 6, 2013, the bankruptcy court conducted the sale auction.
On April 12, 2013, the bankruptcy court confirmed the sale of the
Ranch to Warner Springs Ranch Resort LLC, and identified Pala as
the backup bidder should the sale to WSRR not close.  The Sale
Order stated: "The Purchaser is purchasing the Ranch in good faith
and is a good faith purchaser of the Ranch within the meaning of
Section 363(m) of the Bankruptcy Code and is, therefore, entitled
to all the protections afforded by that provision."

On April 17, 2013, DACA filed an appeal of the Sale Order.  DACA
did not seek a stay of enforcement of the Sale Order pending
appeal.  DACA named Pacific Hospitality Group, Inc., the
predecessor-in-interest to WSRR, as party to the appeal.  DACA did
not name the purchaser, WSRR, as party to the appeal.  On April
29, 2013, WSRR closed the sale, and as of the filing date of the
Motion for Dismissal of Appeal, WSRR was the record owner of the
Ranch.

On May 3, 2013, PHG filed an election to have the appeal heard by
the District Court.  On Sept. 9, 2013, DACA filed the Appellant's
opening brief in support of the appeal. On Oct. 15, 2013, PHG
filed the Appellee's brief in opposition to the appeal.  No other
named appellees responded to the appeal.  On Oct. 15, 2013, PHG
filed the Motion for Dismissal of Appeal.  On Nov. 4, 2013, DACA
filed a reply brief in support of the appeal and an opposition to
the Motion for Dismissal of Appeal.  On Nov. 12, 2013, PHG filed a
reply in support of the Motion for Dismissal of Appeal.  On Dec.
12, 2013, the Court conducted oral argument on the Motion for
Dismissal of Appeal and all other issues raised by the appeal.

A copy of Judge Hayes' Dec. 17, 2013 Order is available at
http://is.gd/ZpQNZJfrom Leagle.com.

The case is DEBT ACQUISITION COMPANY OF AMERICA V, LLC, Appellant,
v. WARNER SPRINGS RANCHOWNERS ASSOCIATION, et al., Appellees,
Civil No. 13cv1170-WQH-WVG (S.D. Cal.).

                  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.

Early in December 2013, the Bankruptcy Judge entered a tentative
ruling confirming Warner Springs Ranchowners Association's
Liquidating Plan.  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

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.  It is represented in the Debtor's
case by Christopher Celentino, Esq., and Mikel R. Bistrow, Esq.,
at Foley & Lardner LLP.


WINECARE STORAGE: Converted to Chapter 7 Liquidation
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that WineCare Storage LLC, one of the businesses in
Manhattan disrupted by Hurricane Sandy in October 2012, is being
taken over by a Chapter 7 trustee charged with returning wine
collections to their owners.

According to the report, the company was holding 27,000 cases of
customers' wine when the hurricane hit and flooded the warehouse.
Its computer system was destroyed, and the wine was later moved to
another warehouse.

Customers have complained about their inability to retrieve wine.
In November, the company's bankruptcy lawyers from Schulte Roth &
Zabel LLP filed papers asking the court for permission to withdraw
from the case.

The U.S. Trustee followed with a motion to convert the Chapter 11
case to a liquidation under Chapter 7, where a trustee is
appointed automatically. The Justice Department's bankruptcy
watchdog said the company ran up $168,500 in debt during
bankruptcy and lacked cash to pay the bills.

Unpaid expenses of the Chapter 11 don't include more than $500,000
in fees for Schulte Roth, according to the U.S. Trustee.

In the papers to withdraw as counsel, Schulte Roth referred to the
right of lawyers to quit if there are "irreconcilable differences"
with a client. The nature of the disagreements isn't public
because the papers were filed under seal.

The bankruptcy judge converted the case to Chapter 7 on Dec. 17,
specifically authorizing, although not commanding, the trustee to
return wine to customers, including individuals and restaurants.

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 List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Wolf Mountain Products, L.L.C., filed with the U.S. Bankruptcy
Court for the Distrit of Utah, Central Division, a list of
creditors holding the 20 largest unsecured claims:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Daril Magleby                                  -       $196,181
32 N 1025 E
Lindon, UT 84042

Gurney Trucking Inc.             Transpo expense        $87,728
PO Box 413045
Salt Lake City, UT 84114

Lambert Peat Moss, Inc.                        -        $81,602
106 Lambert Rd.
Riviere-Quelle Quebec
Canada

Thomas Petroleum                               -        $77,607
PO Box 413045
Salt Lake City, UT

Power Motive Corporation         Equipment Lease        $69,928
2239 Commercial Blvd.
Colorado Springs, CO 80906

Southern CA Landscape           Transpo Expenses        $64,950
   Supply
17520 Bridge Rd.
Moreno Valley, CA 92555

Logistics Dynamics, Inc.                       -        $58,062
1140 Wehrie Dr.
Amherst, NY 14221

DDI Equipment                                  -        $54,189
4600 Highway 50
Whitewater, CO 81527

Jeff Liddiard Trucking                         -        $46,000
290 N 200 W
Junction, UT 84740

Dark Horse Trucking, Inc.        Transpo Expense        $43,433
691 W 920 S
Spanish Fork, UT 84660

KNA Trucking                                   -        $40,413
222 S 1470 W
Lindon, UT 84042

Power Equipment Company                        -        $36,513
PO Box 28
Denver, CO 80201

Network FOB, Inc.                              -        $36,015
PO Box 64007
Saint Paul, MN 55164

Cowan Systems                    Freight charges        $34,785
4555 Hollins Ferry Rd.
Halethorpe, MD 21227

Zions Credit Corp.                  Unliquidated        $34,000
Legal Services UT ZB11 0877
PO Box 30709
Salt Lake City, UT 84130-0709

Sunterra Horticulture, Inc.             Supplier        $31,408
Box 760
Riverton, Manitoba ROC 2R0
Canada

Ball DPF, LLC                                  -        $27,033
401 N Walnut St.
Sherman, TX 75090

Okelberry Trucking, LLC                        -        $20,800
PO Box 277
Spanish Fork, UT 84660

Wheeler Machinery Co.          Acct Accomodation        $20,306
PO Box 701047
Salt Lake City, UT

BASF Corporation                               -        $19,624
PO Box 121151
Dallas, TX 75312-1151

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.  Bryce J. Burns signed the petition as manager.

The Orem, Utah-based company estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.  Anna W.
Drake, Esq., at the law firm of Anna W. Drake, P.C., in Salt Lake
City, serves as the Debtor's counsel.  Judge Joel T. Marker
presides over the case.


WOLF MOUNTAIN: Employs Anna W. Drake as General Counsel
-------------------------------------------------------
Wolf Mountain Products, L.L.C., seeks authority from the U.S.
Bankruptcy Court for the Distrit of Utah, Central Division, to
employ Anna W. Drake, P.C., as general counsel to represent and
assist the Debtor in connection with all matters arising in or
related to the bankruptcy case.

Anna W. Drake, Esq. -- annadrake@att.net -- the sole shareholder
of the firm, currently charges the rate of $325 per hour for legal
services rendered.  Prior to the Petition Date, Ms. Drake received
a $20,000 retainer from the Debtor.

Ms. Drake assures the Court that her 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.

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.  Bryce J. Burns signed the petition as manager.

The Orem, Utah-based company estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.  Anna W.
Drake, Esq., at the law firm of Anna W. Drake, P.C., in Salt Lake
City, serves as the Debtor's counsel.  Judge Joel T. Marker
presides over the case.


WPCS INTERNATIONAL: Incurs $473,000 Net Loss in Second Quarter
--------------------------------------------------------------
WPCS International Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company of $473,004 on $7.35 million
of revenue for the three months ended Oct. 31, 2013, as compared
with a net loss attributable to the Company of $493,386 on $7.95
million of revenue for the same period a year ago.

For the six months ended Oct. 31, 2013, the Company reported a net
loss attributable to the Company of $6.36 million on $15.18
million of revenue as compared with net income attributable to the
Company of $500,315 on $19.24 million of revenue for the same
period during the prior year.

The Company's balance sheet at Oct. 31, 2013, showed
$18.41 million in total assets, $13.87 million in total
liabilities, and $4.54 million in total equity.

Sebastian Giordano, interim CEO of WPCS, commented, "While we
continue to consider and develop organic growth opportunities, we
are also seeking opportunities to improve our balance sheet.
Since coming on board, we have sought and implemented a number of
opportunities for improvement, including: (i) the execution of an
aggressive plan over the past several months to stabilize the
operations, improve cash flows of the business through, amongst
other things, operating cost reductions; (ii) the divestiture of
underperforming operations, as evidenced by the sale of the Pride
business described above, and the wind-down of the unprofitable
Trenton Operations; and (iii) the restructuring of the Notes and
Warrants which has enabled the Company to eliminate the former
derivative liabilities and rebuild our stockholders' equity to
regain compliance with the NASDAQ minimum stockholder equity
requirements.  As a result, we believe that all of these actions,
as well as continuing efforts to improve the Company's performance
and financial position, will contribute favorably to providing the
Company with an opportunity to deliver improved shareholder value
in the future."

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

                        http://is.gd/HHNeFf

                     About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.


Z TRIM HOLDINGS: Enters Into Strategic Alliance Agreement
---------------------------------------------------------
Z Trim Holdings, Inc., has entered into an agreement with a
leading multi-national specialty food products company.  Under the
agreement, the firms will work cooperatively to explore
opportunities for the development and commercialization of new
applications for Z Trim's technology and cellulosic materials in
the food industry, including using Z Trim's exclusive processes in
conjunction with the specialty food products company's existing
products portfolio.  Pursuant to a non-disclosure agreement, and
at their request, Z Trim has agreed not to disclose the company's
name at this time.

"We are confident that we can help to further enhance this
company's already impressive line of value-added ingredients,"
said ZTHO CEO, Steve Cohen.  "Both companies share a commitment to
innovation, quality and sustainability.  The unique combination of
Z Trim's patented technology and this company's resources,
expertise and integrated platform, is sure to produce a wide range
of beneficial products for consumers and value for both companies
and our respective shareholders."

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings disclosed a net loss of $9.58 million in 2012
following a net loss of $6.94 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $4.98 million in total
assets, $1.02 million in total liabilities and $3.95 million in
total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company had a working capital deficit and reoccurring losses
as of Dec. 31, 2012.  These conditions raise substantial doubt
about its ability to continue as a going concern.


* Charitable Contributions Over 15% Are All Recoverable
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a bankrupt has contributed more than 15 percent
of gross annual income to charity, the entire amount can be
recovered as a fraudulent transfer, not just the amount exceeding
15 percent, the U.S. Court of Appeals in Denver ruled on Dec. 16.

According to the report, a couple filed in Chapter 7 after making
25 charitable contributions to a church in the year before
bankruptcy. In the aggregate, the gifts exceeded 15 percent of
annual gross income.

The trustee sued the church to recover the contributions as
fraudulent transfers, because gifts by definition aren't made for
reasonably equivalent value. The church raised a defense under
Section 548(a)(1)(B) of the Bankruptcy Code, which protects
contributions "that do not exceed 15 percent of the gross annual
income."

If contributions are larger, they are protected if the transfers
were "consistent with the practices of the debtor in making
charitable contributions," according to the statute.

The bankruptcy judge and the Bankruptcy Appellate Panel both ruled
that the trustee could only recover the amount in excess of 15
percent. U.S. Circuit Judge Terrence L. O'Brien on the Denver
appeals court disagreed, ruling that the entire amount is
recoverable.

Judge O'Brien found the answer in the "plain language" of the
statute. He said that the words "in any case in which" means the
same as "if." By substituting "if" into the statute, it becomes
clear, he said that everything is a fraudulent transfer, not just
the amount above 15 percent.

Judge O'Brien reached the same result as a bankruptcy judge in
Louisiana in 1999.

The case is Wadsworth v. Word of Life Christian Center (In re
McGough), 12-1142, U.S. Court of Appeals for the 10th Circuit
(Denver).


* Lender Has the Burden of Proof on Lien Validity
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals for the Sixth Circuit in
Cincinnati made law on two questions where there's no authority
from circuit or district courts anywhere in the country.

According to the report, the Cincinnati court, in a Dec. 17
opinion by U.S. Circuit Judge Ronald Lee Gilman, ruled that a
creditor has the burden of proof establishing the validity of a
security interest when filing a motion to vacate the automatic
stay.

The lender pointed to the plain language of Section 362(g)(2) of
the Bankruptcy Code putting the burden of proof on the trustee for
everything aside from showing equity in the property.

Although the argument had "some surface appeal," Judge Gilman
said, showing the existence of equity requires proving validity
of the lien. Thus, proving up the lien is a burden on the
lender.

The second question involved the two-year statute of limitations
on bringing actions to void liens.

By the time the motion came on for hearing to modify the stay, the
trustee's two-year window had lapsed for filing suit to void a
lien under the so-called strong-arm powers.

Judge Gilman said the invalidity of a lien could be used
defensively on a lift-stay motion even though time ran out for the
trustee to void the lien.

On both issues, Judge Gilman followed decisions by a majority of
bankruptcy courts. No district or circuit courts had opined on
the two questions, Judge Gilman said.

The case is Grant Konvalinka & Harrison PC v. Still (In re
McKenzie), 12-6374, U.S. Court of Appeals for the Sixth Circuit
(Cincinnati).


* Credit Suisse Sued by N.J. Over $10 Billion in Mortgages
----------------------------------------------------------
David Voreacos, writing for Bloomberg News, reported that Credit
Suisse Group AG was sued by New Jersey over claims the bank
misrepresented the risk to investors in more than $10 billion in
residential mortgage-backed securities.

According to the report, the state claims Credit Suisse Securities
(USA) LLC and two affiliates misled investors about defects in
securities issued in 2006 and 2007. The bank didn't disclose that
loans failed to meet underwriting standards and originators had
"poor track records characterized by alarming levels of defaults
and delinquencies," New Jersey claimed.

Such red flags showed the securities "posed a high risk of
delinquency and default, which could -- and ultimately did --
inflict enormous losses on the investors," according to the
complaint, filed in state court in Trenton, the report related.
Acting Attorney General John J. Hoffman announced the case on Dec.
19.

Credit Suisse, the second-biggest Swiss bank, faces a similar
lawsuit from New York Attorney General Eric Schneiderman, who
claimed last year that the bank misled investors about its review
of mortgages underlying securities, the report said.  The Zurich-
based bank has asked a judge to dismiss the case.

"This complaint is without merit," Drew Benson, a Credit Suisse
spokesman, said in an e-mail, the report cited.  "It recycles
baseless claims and uses inaccurate and exaggerated figures. We
look forward to presenting our defense in court."

The case is Hoffman v. Credit Suisse, Superior Court of New
Jersey, Mercer County (Trenton.)


* Fed Said to Delay Bank Leverage Cap Until Basel Completed
-----------------------------------------------------------
Jesse Hamilton, writing for Bloomberg News, reported that the
Federal Reserve has decided to delay imposing limits on leverage
at eight of the biggest U.S. financial institutions until a global
agreement is completed, according to two people briefed on the
discussions.

According to the report, Fed officials want to wait for a finished
rule from the Basel Committee on Banking Supervision before
completing their own requirement for how much capital U.S. banks
must hold as a percentage of all assets on their books, said the
people, speaking on condition of anonymity because the process
isn't public. The international accord is shaping up as weaker in
some respects than the U.S. plan.

The Federal Deposit Insurance Corp. and the Office of the
Comptroller of the Currency had favored finishing a U.S. rule by
year's end, said one of the people, the report related.  The Fed's
wait-and-see position is aligned with groups representing the
banking industry, who have argued for a delay on grounds that the
regulations should be consistent.

After the Dec. 10 adoption of the Volcker Rule that restricts
banks from trading with their own money, the leverage ratio is one
of the most significant unfinished U.S. initiatives to reduce
risks that led to the 2008 global credit crisis, the report said.

In July, the three U.S. regulatory agencies issued a preliminary
rule that would set higher caps for eight of the largest U.S.
banks including JPMorgan Chase & Co. and Bank of America Corp.
than those proposed by Basel, the report said.  It would require a
capital-to-assets ratio of 5 percent for holding companies and 6
percent for their banking units, above the 3 percent overall
leverage ratio in the Basel plan.


* First-Year Law School Enrollment Drops to 36-Year Low
-------------------------------------------------------
Michael McDonald, writing for Bloomberg News, reported that
enrollment of first-year students at U.S. law schools this
academic year fell 11 percent to 39,675, the lowest since 1977,
according to a report released by the American Bar Association.

Bloomberg related that the drop from 44,481 last year largely
reflects concerns about the job market, even amid signs that legal
employment conditions are beginning to turn around, said James R.
Silkenat, president of the association, which was founded in 1878.
Prospective law students are also concerned about the cost and
growing levels of debt associated with three years of graduate
school, he said.

"On balance the employment picture appears to be getting better
but the applications haven't caught up to the news yet," said
Silkenat, who is based in New York, the report cited.  The ABA is
working on a project to find ways to lower the cost of law school,
he said.

The National Association for Law Placement said in June that
employment for 2012 graduates fell to 84.7 percent from 85.6 the
previous year, the fifth straight decline, the report noted.  The
employment rate, the lowest since 1994, has fallen from a 24-year
high of 91.9 percent in 2007, according to yesterday's report.

The ABA also found that two-thirds of law schools reported
declines in first-year enrollment this academic year while 63
schools saw enrollment go up, the report said.  Statistics on the
ABA's website show that the number of first-year students is the
lowest level since 1977.


* Moody's Says B3 Neg. & Lower CFR List Remains in Narrow Range
---------------------------------------------------------------
The number of companies on its B3 Negative and Lower Corporate
Ratings List fluctuated within a narrow range in 2013, Moody's
Investors Service says in a new report, "Calm Credit Conditions
Will Continue." And the stability of the list this year is
consistent with the current low default rate and for a low default
forecast for 2014.

"During 2013, the number of low-rated companies remained between a
post-recession low of 146 and a high of 160," says Senior Vice
President, David Keisman. "Credit conditions have remained stable
for speculative-grade companies during a year of low interest
rates, ample market liquidity and slow but steady growth in
corporate profits and US GDP."

But while the stronger US companies on the list have left through
upgrades, a core group of companies in the Caa rating category on
average saw no rating yearly movement between Dec. 1, 2009 and
Dec. 1, 2013, despite the overall improvement in the economy. "A
solid economic rebound next year could improve business prospects
for companies at the Caa rating level, but they would also be the
most vulnerable if the economic recovery or financial markets were
to stumble," Keisman says.

The number of companies on the B3 Negative and Lower Corporate
Ratings List rose to 156 as of 1 December from 148 a quarter
earlier. The list spiked slightly in June after the US Federal
Reserve indicated it might begin tapering its monetary stimulus.
The rise was almost completely unwound three months later.

In addition to the B3 Negative and Lower Corporate Ratings List,
other proprietary indicators such as Moody's Liquidity-Stress
Index and Covenant Stress Index suggest continued stable credit
conditions and a low default rate for high-yield companies in
2014. Moody's forecasts the default rate will be 2.7% a year from
now, compared with 2.4% in November.

Higher interest rates could raise borrowing costs for some
companies, but improved economic conditions are likely to drive
stronger revenue and cash flow, Moody's says. Further, companies
have taken advantage of low rates and investors' strong appetite
for higher-yielding instruments in the past few years to push out
debt maturities, reduce borrowing costs and fortify their balance
sheets, leaving them well positioned for a higher-rate
environment.


* McGlinchey Stafford Earns Regional Rankings in Bankruptcy Law
---------------------------------------------------------------
McGlinchey Stafford has been ranked in the 2014 "Best Law Firms"
list by U.S. News & World Report and Best Lawyers(R) in 44 areas.
The firm earned National rankings for its work in two related
areas: Financial Services Regulation Law, and Banking & Finance
Litigation.  This recognition is the most recent in a series of
accolades received in 2013 by McGlinchey Stafford's financial
services practice and its attorneys.  The firm also earned 42
Regional rankings.

"We are honored to receive this level of recognition from our
clients and peers," said Bennet Koren, head of the firm's national
financial services regulatory group.  "Client service is our
number one priority, and we are thrilled to receive this kind of
feedback."

Over the past few years, the firm's financial services practice
groups have seen tremendous growth, adding two offices in Florida
and an office in California, as well as dozens of talented lawyers
across the firm's offices in seven states.  The firm handles
regulatory and compliance matters, and litigation and governmental
investigations, for scores of financial institutions of all types
and sizes.

"Steady growth across our financial services practice, and
expansion of our geographical platform, have equipped us to
provide better nationwide client service in litigation and state
and federal enforcement proceedings," commented Anthony Rollo,
head of the firm's national banking and finance litigation group.

In addition to McGlinchey Stafford's receipt of these National
rankings, the firm also earned Regional rankings in the following
areas:

   -- Appellate Law

   -- Banking and Finance Law

   -- Bankruptcy and Creditor Debtor Rights/Insolvency and
      Reorganization Law

   -- Commercial Litigation

   -- Corporate Law

   -- Elder Law

   -- Employee Benefits (ERISA) Law

   -- Environmental Law

   -- Financial Services Regulation

   -- Gaming Law

   -- Government Relations

   -- Labor Law

   -- Litigation (Banking & Finance, Bankruptcy, Environmental,
Mass Tort/Class Actions, Mergers & Acquisitions, Municipal,
Product Liability, Personal Injury, Real Estate, Regulatory
Enforcement, Tax, Trusts & Estates)

   -- Non-Profit/Charities Law

   -- Patent Law

   -- Real Estate Law

   -- Tax Law

   -- Trademark Law

   -- Trusts & Estates Law

Firms included in the 2014 "Best Law Firms" list are recognized
for professional excellence with persistently impressive ratings
from clients and peers.  Achieving a ranking signals a unique
combination of quality law practice and breadth of legal
expertise.

                    About McGlinchey Stafford

McGlinchey Stafford -- http://www.mcglinchey.com-- is a full-
service law firm providing counsel to business clients nationwide.
Guiding clients wherever business and law intersect, McGlinchey
Stafford's 180 attorneys are based in ten offices in California,
Florida, Louisiana, Mississippi, New York, Ohio and Texas.


* Oswalt Law Group Ariz. Trial Attorneys Launch New Firm Web Site
-----------------------------------------------------------------
The Oswalt Law Group is a team of Arizona trial lawyers who have
been providing clients with legal representation for several years
in cases involving DUI defense, criminal defense and bankruptcy
law.  The firm represents people across Arizona and it hereby
announces that it has launched a completely new law firm Web site
that will provide people with the preliminary information that
they need in order to understand the necessity of contacting the
firm to discuss their immediate legal needs.

The Web site can be found at the URL of
http://www.oswaltlawyers.com

Visitors to the Web site are invited to learn more about the law
firm's overall philosophy and the attorneys who are members of the
firm as well as to ascertain its office locations in Phoenix and
in Tempe.  In addition, visitors can find basic information
regarding the different types of cases that the firm handles on
behalf of clients across Arizona.

For instance, visitors will find information regarding several
different DUI charges in Arizona, several different types of
crimes and criminal defense matters on both the state and federal
levels including misdemeanor and felony charges and information
regarding different types of bankruptcy.  None of the information
on these pages is meant to provide legal advice to prospective
clients, but it will provide those who review it with the
perspective that many people suffer through these problems.

In addition to the information regarding the different legal
matters that the firm handles, visitors will be able to log onto
the law firm's blog.  The blog will provide visitors with ongoing
news and legal developments in Arizona and across the United
States that relate to the types of legal help that the law firm
provides.  Finally, visitors will be provided with an opportunity
to fill out a simple contact form on every page on the Web site
that will be sent to the firm's personnel for review.  Those
inquiries that warrant a prompt response will be dealt with and
initial legal consultations will be scheduled.

                   About The Oswalt Law Group

The Oswalt Law Group has been serving the public as Arizona trial
attorneys for several years and it handles cases involving
bankruptcy law, criminal law, DUI law and other matters. The firm
serves communities across the state including Phoenix, Tucson,
Avondale, Chandler, El Mirage, Glendale, Goodyear, Laveen,
Paradise Valley, Peoria, Scottsdale, Sun City and Tolleson.


* Gropper, Peck to Retire From New York Bench
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allan L. Gropper and James M. Peck, both bankruptcy
judges in Manhattan, will retire next year.

According to the report, Judge Gropper, 69, was named to the bench
in 2000 when he was a partner at New York-based White & Case LLP.
He will step down on Oct. 3, according to a statement from Chief
Judge Cecelia G. Morris.

Judge Peck, 68, was appointed in 2006 and will end his service on
Jan. 31, according to the statement. He was a partner at Schulte
Roth & Zabel LLP in New York until his elevation to the bench.

The New York bankruptcy court is second only to Delaware's in
handling large corporate bankruptcies.

Judge Gropper will be remembered for the opinion he wrote this
month tagging Kerr-McGee Corp. for committing a fraudulent
transfer in spinning off Tronox Inc. in March 2006. Before he
retires, the judge will fix the amount of damages somewhere
between $5.15 billion and $14.2 billion.

Judge Peck presided over the bankruptcy of Lehman Brothers
Holdings Inc., the biggest case of its kind. In one of his most
controversial decisions, he concluded in the case that a so-called
flip clause in swap agreement isn't enforceable in bankruptcy.

Neither Judge Gropper's Kerr-McGee opinion nor Judge Peck's swap
ruling has been tested yet on appeal.

Being a bankruptcy judge in New York is "an incredible privilege,"
Judge Peck said in an interview, the report cited.  "It's the
best job in our field."

Both vacancies will be filled, according to Judge Morris. The
deadline for applications is Feb. 14. The Southern District of New
York, which includes the Manhattan court, has 10 bankruptcy
judges.

Bankruptcy judges are appointed by the circuit court and serve 14-
year terms. They are paid $181,332 a year.


* BOOK REVIEW: A Legal History of Money in the United States,
               1774-1970
-------------------------------------------------------------
Author: James Willard Hurst
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/x8Gesf

This book chronicles the legal elements of the history of the
system of money in the United States from 1774 to 1970.  It
originated as a series of lectures given by James Hurst at the
University of Nebraska in 1973.  Mr. Hurst is quick to say that
he , as a historian of the law, took care in this book not to
make his own judgments on matters outside the law.  Rather, he
conducted an exhaustive literature review of economics, economic
history, and banking to recount the development of law over the
operations of money.  He attempted to "borrow the opinions of
qualified specialists outside the law in order to provide a
meaningful context in which to appraise what the law has done or
failed to do."

Mr. Hurst define money, for the purposes of this books, as "a
distinct institutional instrument employed primarily in
allocating scarce economic resources, mainly through government
and market processes," and not shorthand for economic, social,
or political power held through command of economic assets."

From the beginning, public and legal policy in the U.S. centered
on the definition of legitimate uses of both law affecting
money, and allocation of power over money among official
agencies, both federal and state.  The foundations of monetary
policy were laid between 1774 and 1788.  Initially, individual
state legislatures and the Continental Congress issued paper
currency in the form of bills of credit.  The Constitutional
Convention later determined that ultimate control of the money
supply should be at the federal level.  Other issues were not
clearly defined and were left to be determined by events.

The author describes how law was used to create and maintain a
system of money capable of servicing the flow of resource
allocations in an economy of broadly dispersed public and
private decision making.  Law defined standard money units and
made those units acceptable for use in conducting transactions.
Over time, adjustment of the money supply was recognized as a
legitimate concern of law.  Private banks were delegated
expansive monetary action powers throughout the 1900s and
private markets for gold and silver were allowed to affect the
money supply until 1933-34.  Although the Federal Reserve Act
was not aimed clearly at managing money for goals of major
economic adjustment, it set precedents by devaluing the dollar
and restricting the use of gold.

Mr. Hurst devotes a large part of his book to key issues of
monetary policy involving the distribution of power over money
between the nation and the states, between legal and market
processes, and among major agencies of the government.  Until
about 1860, all major branches of government shared in making
monetary policy, with states playing a large role.  Between 1908
and 1970, monetary policy became firmly centralized at the
national level, and separation or powers questions arose between
the Federal Reserve Board, the White House (The Council of
Economic Advisors), and the Treasury.

The book was an enormous undertaking and its research
exhaustive.  It includes 18 pages of sources cited and 90 pages
of footnotes.  Each era of American legal history is treated
comprehensively.  The book makes fascinating reading for those
interested in the cause and effect relationship between legal
processes and economic processes and t hose concerned with
public administration and the separation of powers.

James Willard Hurst (1910-1997) is widely regarded as the
grandfather of American legal history.  He graduated from
Harvard Law School in 1935 and taught at the University of
Wisconsin-Madison for 44 years.


                             *********

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 ***