TCR_Public/131223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, December 23, 2013, Vol. 17, No. 355

                            Headlines

710 LONG RIDGE: Set Jan. 30 Confirmation
ADAMIS PHARMACEUTICALS: Selling Common Shares at $5.95 Apiece
ALL AMERICAN RESTORATIVE: Voluntary Chapter 11 Case Summary
ALLIED IRISH: Appoints Chief Financial Officer
ALLIED SYSTEMS: Dexter Hofing Okayed as Pension Plan Consultant

ALLY FINANCIAL: Moody's Raises Corp. Family Rating to 'Ba3'
ANIMAL KINGDOM BREWSTER: Voluntary Chapter 11 Case Summary
ARKANSAS CITY PUBLIC: Moody's Cuts Revenue Bonds Rating to 'Ba1'
ATLANTIC CLUB: Caesars Agrees to Acquire Non-Gaming Assets
BARD COLLEGE: Moody's Lowers Rating to 'Ba1'; Outlook Negative

BEACH 21ST STREET: Property to Be Sold at Auction Jan. 24
BLITZ USA: Gas-Can Maker Sets Jan. 27 Confirmation Hearing
CAMBRIDGE HEART: Asset Auction Scheduled for Dec. 24
CAREGIVER MANAGEMENT: Case Summary & 20 Top Unsecured Creditors
CASEY ANTHONY: Receives Discharge of Most of Her Debts

CASH STORE: Responds to Ontario Payday Loan Regulations
CLUB AT SHENANDOAH: Court Okays Auction of Assets
COLLEGE WAY: Case Summary & 3 Largest Unsecured Creditors
COLOR STAR: Section 341(a) Meeting of Creditors Set for Jan. 17
CONSTAR INTERNATIONAL: Owes $123MM, Mostly From Prior Bankruptcy

CONSTAR INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors
DETROIT, MI: Manager and Mayor-Elect Agree to Share Power
DIAMOND RESORTS: Moody's Affirms B3 CFR & Secured Notes Rating
DIGITAL DOMAIN: Exclusivity to Expire on March 5
DOLPHIN BAY: Case Summary & 20 Largest Unsecured Creditors

DUMA ENERGY: Delays Form 10-Q for October 31 Quarter
DUTCH GOLD: Responds to Questions on Briskly Trading
DYNASIL CORP: Remains in Default of Certain Financial Covenants
ECOSPHERE TECHNOLOGIES: Six Directors Elected at Annual Meeting
EDISON MISSION: Disclosure Statement Approved

ELAN CORP: S&P Raises Corporate Credit Rating From 'B+'
ENDEAVOUR INTERNATIONAL: Unit Sells $25MM of Production Payment
FIESTA RESTAURANT: S&P Withdraws 'B' Corporate Credit Rating
FISKER AUTOMOTIVE: Wants $3.8M in WARN Claims Deemed Worthless
FOX & HOUND: Section 341(a) Meeting Set for Jan. 24

FREESEAS INC: Regains Compliance with NASDAQ Min. Bid Price Rule
FREGO & ASSOCIATES: Voluntary Chapter 11 Case Summary
FRESH & EASY: Real Estate and Leases Sold on Dec. 19
FRIENDFINDER NETWORKS: Amends Application to Issue 2018 Notes
FRIENDSHIP DAIRIES: Jan. 9 Hearing on Dismissal or Conversion Bid

GENELINK INC: Amends 2012 10-K in Response to SEC Comments
GETTY IMAGES: Bank Debt Trades at 7% Off
GMX RESOURCES: DIP Maturity Date Extended to Feb. 2014
GOLDEN TRIANGLE: Case Summary & 20 Largest Unsecured Creditors
GYMBOREE CORP: Bank Debt Trades at 6% Off

HEALTH NET: A.M. Best Affirms 'bb' Issuer Credit Ratings
HERTZ CORP: DBRS Confirms 'BB' Issuer Rating
HJK HOSPITALITY: Voluntary Chapter 11 Case Summary
IAP WORLDWIDE: S&P Cuts CCR to CC On Potential Debt Restructuring
INT'L FOREIGN EXCHANGE: Files Schedules of Assets and Liabilities

INT'L FOREIGN EXCHANGE: Withers Bergman Approved as Tax Counsel
JELD-WEN INC: S&P Revises Outlook to Stable & Affirms 'B' CCR
KEYWELL LLC: Creditors Sue Officers and Directors
LAS VEGAS SANDS: Fitch Affirms 'BB+' Issuer Default Rating
LAWRENCEVILLE HOUSING: S&P Lowers Rating on Revenue Bonds to 'CCC'

LEHMAN BROTHERS: Asks Court to Enforce Stay Against Picbengro
LEHMAN BROTHERS: Asks Court to Allow IRS to Amend Claims
LEHMAN BROTHERS: Opposes Black Diamond Bid for Access to Docs
LEHMAN BROTHERS: EFETnet Defends Bid to File Late Claim
LEHMAN BROTHERS: LBI Trustee, Bank of Tokyo Settle Claim

LEHMAN BROTHERS: Allows Wells Fargo to Pursue Bay Shore Property
LEHMAN BROTHERS: FHFA Dispute Goes to District Court
LIGHTSQUARED INC: Harbinger Asks Court to Approve Revised Plan
LIGHTSQUARED INC: Cancels Auction for One Dot Six Unit
LILY GROUP: Committee Balks at Use of Carve Out to Pay Retainer

LILY GROUP: Has Access to Cash Collateral Until Dec. 31
LITTLEFIELD, TX: S&P Raises LongTerm Rating From 'BB'
LOEHMANN'S HOLDINGS: Has Interim OK to Use Cash Collateral
LOEHMANN'S HOLDINGS: Jan. 3 Going-Out-of-Business Auction Set
LOEHMANN'S HOLDINGS: Has Until Jan. 28 to File Schedules

LOEHMANN'S HOLDINGS: Employs Epiq as Claims & Noticing Agent
LOUDOUN HEIGHTS: Section 341(a) Meeting Scheduled for Jan. 15
M*MODAL INC: Bank Debt Trades at 15% Off
MICROVISION INC: Receives Nasdaq Listing Deficiency Notice
MONTREAL MAINE: Fortress to Bid at Jan. 21 Auction

NEOMEDIA TECHNOLOGIES: Confirms Termination of Scanbuy's License
NEW ORLEANS SEWERAGE: Moody's Affirms Ba2 Revenue Bonds Rating
NEXSTAR BROADCASTING: TV Stations Deal No Impact on Moody's B2 CFR
NNN 3500: Stipulation to Stay District Court Proceedings Approved
NNN PARKWAY CORPORATE: Can Access Cash Collateral Until Jan. 7

NORTH AMERICAN BREWERIES: Moody's Cuts CFR & Loan Rating to Caa1
OIL STATES: S&P Retains 'BB+' Corp. Credit Rating on Watch Neg
OVERSEAS SHIPHOLDING: IRS Files $265.9 Million Tax Claim
OVERSEAS SHIPHOLDING: Plan Exclusivity Extended Through Feb. 28
OVERSEAS SHIPHOLDING: ADR Procedures Approved

PATRIOT COAL: Halts Duty to File SEC Disclosures
POTLATCH CORP: S&P Affirms 'BB+' Rating & Removes From CreditWatch
PROTECTIVE LIFE: Fitch Affirms BB+ Rating on Sub. Debt Classes
PTC ALLIANCE: Moody's Affirms 'B2' CFR; Alters Outlook to Negative
RAIN CII: Moody's Slashes CFR & Sr. Secured Debt Ratings to B2

RG STEEL: Seeks Approval to Sell Assets to Siemens for $400,000
RURAL/METRO CORP: Exclusive Period Extension Approved
SECURUS TECHNOLOGIES: Moody's Affirms 'B3' Corp. Family Rating
SELCO INDUSTRIES: Case Summary & 27 Largest Unsecured Creditors
SPX CORP: Fitch Affirms 'BB+' Issuer Default Rating

THOMAS PROPERTIES: Stockholders OK Merger with Parkway Properties
TLC HEALTH: Section 341(a) Meeting Scheduled for Jan. 13
TOWER GROUP: A.M. Best Lowers Finc'l. Strength Rating to 'B(Fair)'
TOYS 'R' US: S&P Lowers Corp. Credit Rating to 'B-'
TUSCANY INT'L: Fitch Affirms & Withdraws 'B-' Currency IDRs

TXU CORP: Bank Debt Trades at 30% Off
UNIVERSITY GENERAL: Hosts Conference Call to Provide Updates
VALASSIS COMMS: Harland Clarke Sale No Impact on Moody's CFR
VELATEL GLOBAL: Amends Loan Agreement with AQT
VELTI PLC: Sale of Mobile Marketing Business Gets Court Approval

VERMILLION INC: Elects James LaFrance as Chairman
VISUALANT INC: Awarded Sixth Patent for its ChromaID Technology
WELLS ENTERPRISES: Moody's Cuts CFR to 'B2', Stable Outlook
WILD HORSE: Case Summary & 8 Largest Unsecured Creditors
WPCS INTERNATIONAL: To Acquire BTX Trader

* Sanctions on Lawyer Are Limited Under Section 329

* CFPB Slams Ocwen With $2 Billion Homeowner Relief Settlement
* US Bank Regulators Seek Stricter Tax Refund Rules
* Senators Want to Create Ch. 14 Bankruptcy for Failed Banks

* BOND PRICING: For Week From Dec. 16 to 20, 2013


                            *********


710 LONG RIDGE: Set Jan. 30 Confirmation
----------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that five Connecticut nursing homes managed by
HealthBridge Management LLC scheduled a Jan. 30 confirmation
hearing after the bankruptcy judge in Newark, New Jersey, approved
a disclosure statement explaining a reorganization plan originally
filed in October.

According to the report, in return for covering future operating
deficits, the owners will retain the equity under the Chapter 11
plan. Mortgages will be revised and paid in full, eventually.

Continuing trade suppliers, with more than $3 million in claims,
would have 75 percent of their debts paid over 12 months.

The nursing homes filed for Chapter 11 relief in February after
the National Labor Relations Board, a Connecticut federal district
court and the U.S. Court of Appeals refused to let the facilities
impose new wages unilaterally.

The nursing homes are in bankruptcy a second time. The first
reorganization was completed in late 2004.

          About 710 Long Ridge Road Operating Company II

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge Road Operating Company II and its affiliates sought
Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-
13657) on Feb. 24, 2013, to modify their collective bargaining
agreements with the New England Health Care Employees Union,
District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


ADAMIS PHARMACEUTICALS: Selling Common Shares at $5.95 Apiece
-------------------------------------------------------------
Adamis Pharmaceuticals Corporation announced the pricing of an
underwritten public offering of 3,720,000 shares of common stock
at an offering price of $5.95 per share.  The gross proceeds to
Adamis from this offering are expected to be approximately
$22,134,000, before deducting underwriting discounts and
commissions and other estimated offering expenses.  All of the
shares in the offering are being sold by Adamis.  The offering is
expected to close on Dec. 18, 2013, subject to customary closing
conditions.  In connection with the offering, Adamis has completed
a 1-for-17 reverse stock split of its common stock which is
effective as of Dec. 13, 2013.  The common stock began trading, on
a split-adjusted basis, on The NASDAQ Capital Market under the
symbol "ADMP" on Dec. 13, 2013.  In connection with its listing on
The NASDAQ Capital Market, the company's common stock will cease
trading on the OTC QB.

CRT Capital Group, LLC, is acting as sole book-running manager for
the offering, and Newport Coast Securities, Inc., is acting as co-
manager of the offering.  Adamis has granted the representative of
the underwriters a 30-day option to purchase up to a maximum of
558,000 additional shares of common stock from Adamis to cover
over-allotments, if any.

Adamis intends to use approximately $7 million of the net proceeds
from the offering to make the final payment to acquire the assets
relating to the Taper dry powder inhaler technology pursuant to an
agreement that the company entered into earlier this year.  An
additional approximately $7.2 million of the net proceeds are also
expected to be used to pay in full all amounts owed under
unconverted convertible promissory notes that were issued in a
private placement financing transaction in June 2013.  Remaining
net proceeds are expected to be used to fund the filing and launch
of the Epinephrine PFS product candidate, fund clinical trials,
and for working capital and general corporate purposes, including
payment of outstanding obligations and indebtedness.

A registration statement on Form S-1 relating to the shares of
common stock offered by the company was filed with the Securities
and Exchange Commission and is effective.  A preliminary
prospectus relating to the offering has been filed with the SEC
and is available on the SEC's Web site at http://www.sec.gov.
Copies of the final prospectus relating to the offering, when
available, may be obtained from CRT Capital Group LLC, 262 Harbor
Drive, Stamford, CT 06902, or from the above-mentioned SEC Web
site.

The Company filed a Certificate of Amendment to its Amended and
Restated Certificate of Incorporation with the Secretary of State
of Delaware, pursuant to which, effective 4:00 p.m. Eastern
Standard Time on Dec. 12, 2013, the Company effected a one-for-
seventeen reverse split of its issued and outstanding common
stock, and reduced the number of authorized shares of common stock
from 200,000,000 to 100,000000.

A complete copy of the Form 8-K disclosure is available at:

                        http://is.gd/oRx9FJ

                           About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that 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 $3.52
million in total assets, $8.45 million in total liabilities and a
$4.93 million total stockholders' deficit.

                        Bankruptcy Warning

"Our management intends to address any shortfall of working
capital by attempting to secure additional funding through equity
or debt financings, sales or out-licensing of intellectual
property assets, seeking partnerships with other pharmaceutical
companies or third parties to co-develop and fund research and
development efforts, or similar transactions.  However, there can
be no assurance that we will be able to obtain any sources of
funding.  If we are unsuccessful in securing funding from any of
these sources, we will defer, reduce or eliminate certain planned
expenditures.  There is no assurance that any of the above options
will be implemented on a timely basis or that we will be able to
obtain additional financing on acceptable terms, if at all.  If
adequate funds are not available on acceptable terms, we could be
required to delay development or commercialization of some or all
of our products, to license to third parties the rights to
commercialize certain products that we would otherwise seek to
develop or commercialize internally, or to reduce resources
devoted to product development.  In addition, one or more
licensors of patents and intellectual property rights that we have
in-licensed could seek to terminate our license agreements, if our
lack of funding made us unable to comply with the provisions of
those agreements.  If we did not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that could result in our stockholders losing
some or all of their investment in us.  Any failure to dispel any
continuing doubts about our ability to continue as a going concern
could adversely affect our ability to enter into collaborative
relationships with business partners, make it more difficult to
obtain required financing on favorable terms or at all, negatively
affect the market price of our common stock and could otherwise
have a material adverse effect on our business, financial
condition and results of operations," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


ALL AMERICAN RESTORATIVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: All American Restorative Care of Washington, Inc.
        601 E Polk Street
        Washington, IA 52353

Case No.: 13-48425

Chapter 11 Petition Date: December 19, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Carol A. Doyle

Debtor's Counsel: Keevan D. Morgan, Esq.
                  MORGAN & BLEY, LTD.
                  900 W. Jackson Blvd.
                  Chicago, IL 60607
                  Tel: 312 243-0006 Ext. 29
                  Fax: 312 243-0009
                  Email: kmorgan@morganandbleylimited.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jerry Rhoads, president.

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


ALLIED IRISH: Appoints Chief Financial Officer
----------------------------------------------
Allied Irish Banks p.l.c. announced the appointment of Mark Bourke
as the Group's new chief financial officer effective from the
second quarter of 2014.  He will also take up the post of
executive director on the Board of AIB Group.

Mr. Bourke joins AIB from IFG Group p.l.c., a financial services
firm that provides pension and investment administration and
advisory services in the UK and Ireland.  He is currently group
chief executive at IFG and was appointed to that role in 2006
having joined IFG as Group Finance Director in 2000.  He held the
positions of CEO and Group Finance Director at the company
simultaneously from 2006 until 2010.

Mr. Bourke began his career at Price Waterhouse Coopers (PWC) in
1989 where, in 2000, he was made a partner in the firm
specialising in international taxation.  He is a member of the
Institute of Chartered Accountants Ireland (ICAI) and Institute of
Taxation in Ireland (AITI) and he was educated at University
College Dublin and Dublin City University.

AIB CEO David Duffy said, "I am extremely pleased to welcome Mark
to AIB. He brings with him a wealth of experience in international
financial services and I am sure that he will make a valuable
contribution to the future strategic direction of the bank."

                      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.


ALLIED SYSTEMS: Dexter Hofing Okayed as Pension Plan Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
supplemental order authorizing Troutman Sanders LLP to retain
Dexter Hofing LLC as consultant for Allied Systems Holdings, Inc.,
et al.

As reported in the Troubled Company Reporter on Dec. 10, 2013, the
Debtors supplemented their application to employ Troutman Sanders
to disclose and seek approval of the employment of Dexter Hofing
LLC as consultant.

The Debtors on June 28, 2012, filed the original application to
employ Troutman as co-counsel.  The Court approved the application
on July 23, 2012.

By the supplemental application, Dexter Hofing will act as
consultant in connection with withdrawal liability and other
multiemployer pension plan issues related to the Debtors.

The Debtors are participants in a number of multiemployer pension
plans (MPPs) that have asserted or are expected to assert
substantial withdrawal liability claims against the Debtors'
estates.  The Debtors believe that the consulting services
proposed to be provided by Dexter Hofing are necessary to enable
the Debtors to execute faithfully their duties, and to enable
Troutman to faithfully execute its duties as co-counsel to the
Debtors.

The Debtors, Troutman and Dexter Hofing have negotiated an
engagement letter.  Subject to the Court's approval, Dexter Hofing
will be paid their customary hourly rates that are in effect:

      a. James Dexter - $650 per hour;
      b. Mitchell Hofing - $550 per hour;
      c. Seth Porciello - $300 per hour.

The Debtors will also reimburse Dexter Hofing for reasonable out-
of-pocket expenses.

To the best of the Debtors' knowledge, Dexter Hofing is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLY FINANCIAL: Moody's Raises Corp. Family Rating to 'Ba3'
-----------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating
(CFR) of Ally Financial Inc. to Ba3 from B1 and confirmed its
other long-term and short-term ratings, including its senior
unsecured rating of B1.  The outlook for the ratings is stable.

Ratings Rationale:

The upgrade of Ally's corporate family rating follows the U.S.
Bankruptcy Court's approval of ResCap LLC's (unrated) Chapter 11
plan, which releases Ally from mortgage-related creditor claims
originating from its ownership of ResCap. The upgrade also
reflects the improved quality of Ally's capital after the firm
privately placed $1.3 billion in new common shares and repurchased
$5.6 billion of mandatorily convertible preferred stock (MCP) from
the US Treasury. Ally's prospects for strengthening financial
performance by reducing funding and operating costs also support
the upgrade. The confirmation of Ally's senior unsecured rating at
B1, one notch lower than Ally's CFR, reflects the structural
subordination of Ally holding company creditors to those of
growing subsidiary Ally Bank.

The Bankruptcy Court's decision makes official the deal that Ally
struck in May to obtain ResCap creditor liability releases in
consideration for a $2.1 billion payment. Ally reached separate
agreements with the FHFA and FDIC settling all pending litigation
and claims relating to ResCap's sale of poorly performing
residential mortgage loans to Fannie Mae, Freddie Mac and FDIC-
insured banks. Moody's expects that resolution of these contingent
obligations will broaden Ally's appeal to fixed-income and equity
investors. This could give new impetus to the US Treasury's
efforts to sell its shares in Ally, thereby providing the means to
repay the remaining amounts Ally owes to the US government for
support, totaling $17.2 billion, it received during the financial
crisis. Ally has paid the US Treasury $12.2 billion to date.
Repayment of government support that leads to improved access to
long-term capital would be positive for the firm's credit profile.

Ally has taken a number of steps to strengthen capital and
streamline operations. In November, Ally privately placed $1.3
billion of common shares and used the proceeds to repurchase $5.6
billion of MCP held by the US Treasury, thereby improving the
quality of the firm's capital. The repurchase also eliminated the
MCP's 9% dividend, increasing Ally's ability to retain earnings
and reducing its total cost of capital. Over the past year, Ally
has sold non-core international auto finance operations to General
Motors Company (Ba1 stable), resulting in a return of capital to
support the MCP repurchase and support its US auto finance
operations. Taken together, the transactions raise Ally's pro
forma Tier 1 common ratio to 9.5% from 7.9% at September 30. In
late November, the Federal Reserve approved Ally's Comprehensive
Capital Analysis and Review (CCAR) plan, reflecting the firm's
stronger capital position.

Operating performance in Ally's core auto finance business has
also improved over the past several quarters. Liability management
actions and transition to deposit funding have lowered Ally's cost
of funds and expanded its net interest margin. Although Ally is
well positioned in its sector as the top lender to GM and Chrysler
dealers and car buyers, the company faces growing competition from
increasingly aggressive bank and non-bank lenders eager to
increase their presence in the auto finance sector. To preserve
average asset yields, Ally has grown used car lending, leasing and
lower credit-tier volumes, which represents an expansion of its
risk appetite toward pre-financial crisis levels. An unexpected
deterioration in the firm's asset quality performance would
constrain its ratings.

Ally's senior unsecured rating of B1 is one notch lower than its
CFR, reflecting the structural subordination of parent creditors
to the creditors and depositors of subsidiary Ally Bank (unrated).
Ally has continued to grow and strengthen Ally Bank, which at
September 30 comprised over 60% of Ally's consolidated total
assets and 44% of its funded liabilities. Ally Bank has achieved
good brand recognition, established a relatively stable online
deposit base, and expanded its suite of product offerings. Growth
of the bank has diversified and lowered the cost of Ally's
funding, but the transition of earning assets into the bank
results in parent senior creditors having weaker earning asset
coverage than the bank's depositors. As partial offset, Ally has
reduced parent company leverage while maintaining a strong
liquidity profile.

Ally's rating could be upgraded if the company sustainably
strengthens operating profitability while maintaining strong
franchise positioning in dealer and retail auto finance and makes
further strides repaying government support.

Ratings could be downgraded if Ally reports a material
deterioration in asset quality performance and profitability, or a
materially weakened capital or liquidity profile.

Ally Financial Inc. is a provider of automotive financial services
with $151 billion in total assets at June 30, 2013. Ally Bank,
with total assets of $92 billion, offers a variety of savings and
checking account products.

Upgraded:

Ally Financial Inc.:

  Corporate family rating, to Ba3 from B1

Confirmed:

Ally Financial Inc.:

  Issuer rating, B1

  Senior unsecured, B1

  Senior unsecured Medium-Term Note program, (P)B1

  Senior unsecured shelf, (P)B1

  Subordinate debt, B2

  Preferred stock, a range of Caa1(hyb) to B3(hyb)

GMAC Capital Trust I:

  Preferred Stock, B3(hyb)

GMAC International Finance B.V.:

  Senior Unsecured, B1

  Senior unsecured Medium-Term Note program, a range of (P)NP to
  (P)B1


ANIMAL KINGDOM BREWSTER: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Animal Kingdom Brewster, Inc.
           dba Animal Kingdom USA
        100-A Independent Way
        Brewster, NY 10509

Case No.: 13-37754

Chapter 11 Petition Date: December 19, 2013

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

Judge: Hon. Cecelia G. Morris

Debtor's Counsel: Dwight Yellen, Esq.
                  BALLON STOLL BADER & NADLER, P.C.
                  729 Seventh Avenue, 17th Floor
                  New York, NY 10019
                  Tel: (212) 575-7900
                  Fax: (212) 764-5060
                  Email: dyellen@ballonstoll.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Patrick A. Yates, president.

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


ARKANSAS CITY PUBLIC: Moody's Cuts Revenue Bonds Rating to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa3 the
rating on Arkansas City Public Building Commission's, KS revenue
bonds. The Ba1 rating applies to $22.8 million in outstanding
debt. The bonds are secured by unconditional lease payments from
the City of Arkansas City that are not subject to appropriation.
The city plans to make payments from the net revenues of the South
Central Kansas Medical Center per a Pledge of Revenues Agreement.

Summary Ratings Rationale:

The downgrade to Ba1 reflects the city's narrow General Fund
reserve level that receives support from the city's utility
system, enterprise risk from a city supported hospital with
strained operating revenues and a narrow cash reserve position,
and an elevated direct debt burden with a slow principal
amortization. The rating also takes into account the dedicated
sales tax for hospital operations which will sunset in 2019.

The negative outlook reflects Moody's expectation that hospital
management will be challenged to improve reserves to a healthy
level in the medium term and could become a burden on the city's
General Fund.

Strengths:

-- Sufficient reserve levels in the city's utility funds

-- Dedicated sales tax for hospital operations authorized
    through 2019

-- Stable local economy with increasing assessed values

Challenges:

-- Narrow General Fund reserve level

-- Expiration of the dedicated sales tax prior to the
    bonds maturity

-- Strained hospital operations due to increased debt burden

-- Elevated debt burden due to hospital related debt

Outlook:

The negative outlook reflects the city's very narrow financial
operations with high exposure to a weak municipal hospital that is
facing increased financial pressures over the next few years.

What Could Make The Rating Go Up:

  -- Increased financial reserves in the General Fund with stable
     to declining reliance on Utility Fund transfers

  -- Significant improvement in the hospital's net revenues

  -- Substantial growth in the city's tax base

What Could Make the Rating Go Down:

  -- Further deterioration of the hospital's financial position

  -- Decreases in the city reserve levels

  -- Declines in the city's tax base


ATLANTIC CLUB: Caesars Agrees to Acquire Non-Gaming Assets
----------------------------------------------------------
Caesars Entertainment Corporation on Dec. 21 confirmed that its
subsidiary, Caesars Entertainment Operating Company, Inc., has
agreed to acquire the non-gaming assets of the Atlantic Club,
including the real property, in a bankruptcy auction, pending
approval of the bankruptcy court.

The Atlantic Club's gaming assets are being acquired by another
buyer.  The current owner of the Atlantic Club indicated it plans
to close the facility January 13, 2014.  Caesars expects to close
on the purchase of the property thereafter.  Caesars does not
intend to resume gaming or hotel operations at the facility, and
is evaluating options for the use of the assets, some of which may
be used in the company's other Atlantic City properties.

                     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.


BARD COLLEGE: Moody's Lowers Rating to 'Ba1'; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service has downgraded Bard College's rating to
Ba1 from Baa1 and revised the outlook to negative. This concludes
the review of the college's rating that began on September 11,
2013. The downgrade is driven by the college's exceedingly thin
liquidity with full draw on operating lines of credit, material
decline in cash and investments outside of sizeable investments
held in trust, weakening cash flow, and elevated risks associated
with its operating model given the expansion of the expense base.
The negative outlook considers the possibility that the college's
liquidity will not materially improve, that it could breach loan
covenants, and that the reliance on lines of credit to finance
operations and capital needs in advance of the receipt of pledge
payments will grow.

Summary Rating Rationale:

The downgrade to Ba1 reflects razor thin liquidity and weakening
cash flow from operations combined with an entrepreneurial
operating model that continues to grow the college's expense base
and exposure to philanthropy. Bard's continued reliance on
operating lines of credit to support operations underscores the
college's growing dependence on cash gifts and pledges to fund its
expanding operations, a willingness to fund operations and
projects prior to payment on pledges, and the uncertainty of the
timing of the receipt of pledge payments. The Ba1 rating also
factors the college's high leverage and ongoing capital needs and
incorporates limited documentation and transparency of policies,
practices, and long-term planning. Superior but concentrated donor
support that is a crucial part of ongoing operations, a strong
market position with an increasingly global brand, and recent
actions that could bolster sources of liquidity support the rating
at the Ba1 level.

The negative outlook reflects the heightened financial
vulnerability of the college while liquidity remains so thin. It
also reflects its vulnerability to disruption in donor support
each year, with gifts providing over 40% of annual operating
revenues. The college's success in achieving current plans to grow
quasi-endowment in tandem with reduced draws on operating lines
would be considered credit positive.

Challenges:

- Bard operates with extremely thin liquidity and heavy reliance
   on operating lines of credit to bridge the receipt of pledges,
   making it vulnerable to lack of market access. At June 30,
   2013, monthly liquidity of $7.1 million reflected a very low
   3.9% of total cash and investments, equal to 14 days of
   operations. As of the same date draws on lines of credit
   totaled $15.6 million (increased to $17.6 million as of October
   31, 2013), and without those draws, liquidity would have been
   negative.

- The college is highly leveraged with $185 million of debt,
   equivalent to annual operating revenues. This debt includes
   various lines of credit subject to annual renewal.

- Operating performance has weakened, and the college's limited
   annual operating cash flow in 2013 was insufficient to fully
   cover debt service requirements.

- The college's significant reliance on gifts to support annual
   operations (42% of operating revenues in FY 2013) makes it
   especially vulnerable to donor preferences and market
   conditions.

- Investments, excluding the Bard Endowment Trust (BET) held at
   the Iris Foundation, are highly concentrated with nearly 70%
   with three managers (each over 20%).

- Weak documentation and transparency including investment and
   liquidity policies, long-term plans, and ability to access
   alternate sources of liquidity could make it difficult to carry
   out operational and governance decisions.

- The lack of succession planning for the long-standing President
   and CFO could pose operational challenges upon retirement or
   departure of either given the President's ascribed association
   with the college and ability to garner board and donor support,
   and the decentralized management structure of Bard's various
   schools and programs in the U.S. and overseas.

Strengths:

- Bard maintains a strong student market position among
   nationally selective liberal arts college, with total
   enrollment projected to increase. In fall 2013, the college
   accepted 35% of applicants, of which 24% enrolled, and net
   tuition per student ($25,284 in FY 2013) continues to grow.

- The college has diverse locations and programs for high school,
   undergraduate and graduate students. The recent merger with the
   Longy School of Music in 2012 enhances Bard's programmatic
   niche in fine arts and the acquisition of a liberal arts
   college in Berlin, Bard College Berlin, in 2011 expands its
   brand internationally.

- Fundraising has been unusually strong at the college relative
   to its size, with gift revenue averaging $71.9 million from FY
   2011-2013. The college has, to date, successfully relied on
   significant and concentrated donor support for annual
   operations.

- Bard has an agreement with the Iris Foundation to borrow
   against the BET held by the foundation on behalf of the
   college. This is an additional, but untested, potential source
   of liquidity.

Outlook:

- The negative outlook reflects the possibility that liquidity
   will remain thin, operations will continue to rely
   significantly on donor support each year, without which
   financial resources remain stagnant or decline. The college's
   success in achieving current plans to grow quasi-endowment in
   tandem with reduced draws on operating lines would be
   considered credit positive and mitigate current challenges to
   liquidity.

What Could Make the Rating Go Down:

A downgrade could result if there is: no material and sustained
improvement in the college's liquidity, including progress towards
its plan to grow quasi-endowment; continued need to draw
significantly on operating lines of credit during the year to
support operations in advance of the receipt of donor pledges; a
sustained reduction in gifts; further narrowing of headroom
against loan covenants or covenant breaches; further weakening of
annual operating performance; disruption in market access; or
increased leverage.

What Could Make the Rating Go Up:

A change of the outlook to stable could result from a material and
sustained increase in liquidity and significant reduction of the
college's reliance on operating lines of credit in advance of the
receipt of pledges. A rating upgrade is unlikely over the near-
term, but could result from a material reduction in the reliance
on donor gifts to support current year operations, stronger
liquidity with a greater proportion of endowment unrestricted,
improved documentation and transparency around policies and
practices to guide.


BEACH 21ST STREET: Property to Be Sold at Auction Jan. 24
---------------------------------------------------------
Pursuant to an Amended Judgment of Foreclosure and Sale entered on
November 10, 2010,

     Allan S. Botter, Esq.
     PHILLIPS LYTLE LLP
     1400 First Federal Plaza
     Rochester, NY 14614

as referee, will sell at public auction at the Queens County
Supreme Court house, 88-11 Sutphin Blvd., in Courtroom #25,
Jamaica, NY on Jan. 24, 2014, at 10:00 a.m. the property located
at Block 15705 and Lot 6 on the Queens County Tax Assessment Map,
known as 21-12 Cornaga Avenue, Far Rockaway, NY.

The property is owned by Beach 21st Street Realty LLC.

NYCTL 2008-A Trust and The Bank of New York Mellon, as Collateral
Agent and Custodian, assert a lien of $16,688.46 plus interest &
costs.

The premises will be sold subject to provisions of filed judgment
and terms of sale.


BLITZ USA: Gas-Can Maker Sets Jan. 27 Confirmation Hearing
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Blitz U.S.A. Inc., a maker of gasoline cans, got
approval on Dec. 19 for disclosure materials explaining the
Chapter 11 plan to deal with personal injury-suits over allegedly
defective products, as well as other claims.

According to the report, Blitz, based in Miami, Oklahoma, filed
for Chapter 11 protection in November 2011, naming Wal-Mart Stores
Inc. as its largest customer and a co-defendant in many of the
personal-injury suits.

While the bankruptcy filing didn't put a stop to the suits against
Wal-Mart, the Chapter 11 plan will give the world's largest
retailer relief from the claims.

The plan, coming up for approval at a Jan. 27 confirmation hearing
in U.S. Bankruptcy Court in Delaware, sets up a trust with
responsibility for the injury suits.

Wal-Mart and insurance providers for Blitz made a settlement where
they will contribute $161.3 million to the trust, in return for
relief from liability. The trust is funded with another $6.5
million from an affiliate.

According to the disclosure statement, unsecured creditors
collectively having about $30 million in claims will recover
nothing to 85 percent, depending on the bankrupt company
responsible for the claim.

The disclosure statement doesn't tell injury claimants exactly how
much they will recover from the trust, although it does explain
the process.

At the outset of bankruptcy, Blitz owed $41 million on a secured
term loan and revolving credit with Bank of Oklahoma.  There was
also $22 million owing on unsecured subordinated notes. The
company estimated it owed lawyers $3.5 million for defending
product-liability lawsuits.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans. The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011. The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  Young
Conaway Stargatt & Taylor LLP represents Debtors LAM 2011
Holdings, LLC and Blitz Holdings, Inc.  The Debtors tapped Zolfo
Cooper, LLC, as restructuring advisor; and Kurtzman Carson
Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, as well as Womble
Carlyle Sandridge & Rice, LLP, of Wilmington, Delaware, represent
the Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma. Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps. Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July. In
September, the Troubled Company Reporter, citing Sheila Stogsdill
at Tulsa World, reported that the Bankruptcy Court approved a $9.5
million offer from Toronto, Canada-based Scepter Corporation to
purchase Blitz USA, according to Philip Monckton, Scepter's vice
president of sales and marketing. Scepter bought land, equipment
and other assets. Scepter supplies about 20% of the USA market
with gas cans. The report said the sale was to become final on
Sept. 28, 2012.


CAMBRIDGE HEART: Asset Auction Scheduled for Dec. 24
-----------------------------------------------------
Notice of Public UCC sale of certain assets of Cambridge Heart,
Inc. (Debtor) being sold by the Secured Party Collateral Agents
LLC, the Debtor's portion of the collateral consisting of Accounts
Receivable, Inventory, Furniture, Fixtures and Equipment and
Intellectual Property regarding the Debtor's interest in the
Micro-volt T-Wave Alternans technology as embodied in the
Heartwave II system and certain derivatives thereof.  Includes any
and all trademarks and copyrights related to the Heartwave II and
CH2000 product lines.  A public auction will be held on Dec. 24,
2013 at 11:00 a.m. at Mannion Auctions, LLC, 305 Broadway, Suite
200, NY, NY.  For more information relating to the public sale see
legal notice ad as published in NY Post on December 6 & 13, 2013
or contact Eliezer Drew, Counsel to the Secured Party at (212)
697-9500, email: eli@gruskomittman.com  Bill Mannion, Licensed
Auctioneer, NYC DCA # 796322.

                       About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $1.25
million in total assets, $5.51 million in total liabilities,
$12.74 million in convertible preferred stock, and a $17 million
total stockholders' deficit.


CAREGIVER MANAGEMENT: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Caregiver Management Systems, Inc.
           dba All American Care of Muscatine
        2 Westwind Court
        Lake Zurich, IL 60047

Case No.: 13-48419

Chapter 11 Petition Date: December 19, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Benjamin A. Goldgar

Debtor's Counsel: Konstantine T. Sparagis, Esq.
                  LAW OFFICES OF KONSTANTINE SPARAGIS PC
                  900 W. Jackson Blvd., Ste. 4E
                  Chicago, IL 60607
                  Tel: 312 753-6956
                  Fax: 866-333-1840
                  Email: gsparagi@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jerry Rhoads, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb13-48419.pdf


CASEY ANTHONY: Receives Discharge of Most of Her Debts
------------------------------------------------------
The Associated Press reported that a bankruptcy judge has ruled
that Casey Anthony won't have to pay most of her debts,
discharging what she owes except for those related to student
loans or criminal fines, if she has them.

According to the report, Judge K. Rodney May signed the order on
Dec. 18 for Anthony, who filed for bankruptcy in Florida earlier
this year, claiming about $1,000 in assets and $792,000 in
liabilities. Court papers list Anthony as unemployed, with no
recent income. Most of her liabilities are legal bills.

Anthony was acquitted of murder in 2011 in the death her 2-year-
old daughter, Caylee, and has been in hiding since then, the
report related.

In November, the federal bankruptcy judge approved a settlement
between Anthony and a Texas search group that helped look for
Caylee whose remains were found in December 2008, about six months
after she had gone missing in Orlando, the report said.

Casey Anthony waited a month to report the toddler missing and was
arrested in October 2008, the report further related.  The
nationally televised trial lasted for six weeks and ended in her
acquittal on the murder charge, but she was convicted on charges
of lying to law enforcement.


CASH STORE: Responds to Ontario Payday Loan Regulations
-------------------------------------------------------
The Cash Store Financial Services Inc. on Dec. 20 responded to
Ontario Regulation 351/13 that was filed by the Government of
Ontario on December 17, 2013.

Cash Store Financial is reviewing the regulations in detail, but
understands that Regulation 351/13, made under the Payday Loans
Act, 2008, prescribes certain categories of credit such that the
Act will apply to certain line of credit products offered through
the Company's The Cash Store Inc. and Instaloans Inc. retail
banners.  The new regulations are scheduled to come into force on
February 15, 2014.  Cash Store Financial intends to comply with
any regulatory requirements and intends to apply for a license
under the new regulations.

In February 2013, Cash Store Financial introduced its Line of
Credit products in Ontario.  Consumers were given a chance to
improve their financial circumstance by providing a pathway to
traditional credit forms and gradual access to lower cost credit
products.  This was done through a risk-tiered and graduated suite
of Line of Credit products that over time, provided lower-cost,
more flexible loans that ultimately result in access to credit-
scored products.  Thousands of Canadians have already advanced up
the ladder, meaning they are paying substantially lower fees than
allowed under the Payday Loans Act.  The Company is assessing the
impact the new regulations will have on certain of its products.

                   About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

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

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

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


CLUB AT SHENANDOAH: Court Okays Auction of Assets
-------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized The Club at Shenandoah Springs Village, Inc., to sell
its assets.

As reported in the Troubled Company Reporter on Dec. 12, 2013, the
Debtor proposed an auction and sale hearing on Jan. 14, 2014, at
Courtroom 303 of the U.S. Bankruptcy Court, Central District of
California, Riverside Division, 3420 12th Street, Riverside,
California.  Bid deadline is set for 3:00 p.m. three business days
prior to the auction.

Joshua D. Wayser, Esq., at Katten Muchin Rosenman LLP, on behalf
of General Electric Capital Corp., had asked the Court to deny the
Debtor's request for an auction and require the Debtor to finalize
the transaction with Arroyo Vista Partners.  GECC noted that the
Debtor asked the Court on Nov. 21, 2013, to approve (i) bidding
procedures in connection with proposed sale of substantially all
assets of estate, and (i) break-up fee.  According to GECC, the
case has been pending for one year and for the past seven months
the Debtor has promised creditors would be paid in full.  Yet,
rather than consummate a sale that "will pay all creditors in
full," the Debtor has requested the Court to approve bidding
procedures and an auction, further delaying and possibly
jeopardizing creditor recoveries.

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

           About The Club At Shenandoah Springs Village

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


COLLEGE WAY: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: College Way Commercial Plaza, LLC
        10015 19th Ave E.
        Tacoma, WA 98445

Case No.: 13-47724

Chapter 11 Petition Date: December 19, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Hon. Brian D Lynch

Debtor's Counsel: Masafumi Iwama, Esq.
                  IWAMA LAW FIRM
                  333 5th Ave S
                  Kent, WA 98032
                  Tel: 253-520-7671
                  Email: matt@iwamalaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Sherwood B Korssjoen, member and
manager.

List of Debtor's three Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Condie & Adams, PLLC           Legal Fees           $4,965

Montgomery Purdue Blankenship  Legal Fees           $8,000

Paul Franks Architecture       Architectural        $2,445
                               services


COLOR STAR: Section 341(a) Meeting of Creditors Set for Jan. 17
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Color Star
Growers of Colorado, Inc., and its debtor affiliates will be held
on Jan. 17, 2014, at 11:30 a.m. at Southfork Hotel 341 meeting.
Creditors have until April 17, 2014, to submit their proofs of
claim.  For governmental agencies, the bar date will be on
June 13, 2014.

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

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

Color Star Growers of Colorado, Inc., and two affiliates sought
Chapter 11 protection (Bankr. E.D. Tex. Case Nos. 13-42959 to
13-42961) on Dec. 15, 2013, in Sherman, Texas.  The petitions were
signed by Brad Walker, chief restructuring officer.  The Debtors
estimated assets of at least $10 million and liabilities of at
least $50 million.  Evan R. Baker, Esq., at Gardere Wynne Sewell
LLP, serves as the Debtors' counsel.


CONSTAR INTERNATIONAL: Owes $123MM, Mostly From Prior Bankruptcy
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Constar International Holdings LLC, a maker of blow-
molded plastic drink containers, will largely deal with secured
debt in its third bankruptcy filing that was created on leaving
Chapter 11 a second time in May 2011.

According to the report, the Philadelphia-based company blamed the
third bankruptcy, filed on Dec. 19, in part on the loss of
business from PepsiCo Inc., one of its main customers.  Bankruptcy
was hastened because suppliers weren't providing resin, and the
business was near closing down.

Over the first 10 months this year, the company had a net loss of
$16.7 million, on top of a $39.2 million net loss in 2012. Constar
has seven plants in the U.S. and two in Europe.  This year, 58
percent of its revenue came from the U.S.

Wells Fargo Capital Finance NA is agent for revolving-credit
lenders owed $20 million.  The $15 million second-lien facility
and the $88 million third-lien loan were created at the conclusion
of the prior bankruptcy.

Constar is working on an agreement to finance the business pending
a sale for $68.5 million to Amcor Rigid Plastics USA Inc., or to
another buyer making a better offer at auction.  Constar asked the
bankruptcy judge to schedule the auction in less than one month.

                    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.

The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.


CONSTAR INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 cases:

     Debtor                                Case No.
     ------                                --------
     Constar International Holdings LLC    13-13281
     1100 Northbrook Drive
     Trevose, PA 19053

     Constar Group Holdings, Inc.          13-13282
     1100 Northbrook Drive
     Trevose, PA 19053

     Constar Group, Inc.                   13-13284

     Constar, Inc.                         13-13288

     Constar International U.K. Limited    13-13290

     Constar International LLC             13-13285

     Constar Foreign Holdings, Inc.        13-13289

     BFF Inc.                              13-13286

     Constar Intermediate Holdings, Inc.   13-13283

     DT, Inc.                              13-13287

Type of Business: Maker of plastic bottles

Chapter 11 Petition Date: December 19, 2013

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

Judge: Hon. Christopher S. Sontchi

Debtors' Counsel: Sean T. Greecher, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Email: bankfilings@ycst.com

                       - and -

                  Maris J. Kandestin, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Email: bankfilings@ycst.com

Debtors'          LINCOLN PARTNERS ADVISORS LLC
Financial
Advisor:

Debtors' Claims   PRIME CLERK LLC
& Noticing Agent:

Estimated Assets: $50 million to $100 million

Estimated Debts: $100 million to $500 million

The petitions were signed by Louis Imbrogno, chief executive
officer and president.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
DAK Americas                      Trade Payable       $7,968,275
5925 Carnegie Boulevard
Suite 500
Charlotte, NC 28209
Phone: 800-227-6335

DAK Resinas Americas Mexico       Trade Payable       $7,681,546
SA De CV
Carretera Predio Buena Vista
de Torres KM29 S/N,
Cosoleaquaque C.P., Veracruz
96340, Mexico

Britvic Soft Drinks Ltd           Trade Payable       $5,436,909
Roding Road
London Industrial Park, Beckton
Londong, E6 4LF, United Kingdon

Lotte Chemical UK Ltd             Trade Payable       $2,332,612
Davies Offices Wilton Site
Redcar, North Yorkshire, TS10
4XZ, United Kingdom

Starpet Inc.                      Trade Payable         $654,594
Po Box 32101
Charlotte, NC 28232-2101

E.ON                              Utilities             $591,228
Po Box 8610
Nottingham, Nottinghamshire,
NG19AH, United Kingdon

QLog Ltd.
5th Floor Towers Pointwheelhouse  Trade Payable         $580,519
Road, Rugeley, Staffordshire,
WS15 1UN, United Kingdom

AON Consulting (Pension)          Pension               $551,986
Po Box 905188                     Contribution
Charlotte, NC 28290-5188

Ineos Sales (UK) Ltd              Trade Payable         $404,307
Department 7202
PO Box 21, Boness Rd
Grangemouth, Stirlingshire, FK3 9XH
United Kingdom

Baltimore Gas                     Utilities             $358,460
PO Box 64844
Baltimore, MD 21264-4844

Colormatrix Corp.                  Trade Payable        $354,720
680 North Rocky River Drive
Berea, OH 44017-1628

Green GRP Logistics Ltd.           Trade Payable        $319,405
c/o Bibby Factors Yorkshire Ltd.
Woodland House, Woodland Park
Bradford Road, Chain Bar
Cleckheaton, West Yorkshire,
BD19 6BW, United Kingdom

Platinum Equity                    Trade Payable        $287,027
DBA Data2Logistics
4310 Metro Pkwy
Fort Myers, FL 33916

Sidel Inc.                         Trade Payable        $220,441

Independence Administrators        Employee Benefits    $213,781

Fulton County Tax Commissioner     Taxes Payable        $199,150

MPI Labels                         Trade Payable        $196,407

Morssinkhof Plastics Zeewolde BV   Trade Payable        $194,243

Encore Staffing                    Trade Payable        $187,512

Willis Limited                     Insurance Payable    $186,527

Georgia Power                      Utilities            $184,091

BRE/Industrial Portfolio Ho        Lease Payable        $156,489

Oneneck IT                         Trade Payable        $155,783

Printpack Inc.                     Trade Payable        $148,249

Colormatrix Europe Ltd.            Trade Payable        $146,685

Southestern Container              Trade Payable        $135,737

R & D Tool                         Trade Payable        $133,046

Mitsubishi Gas                     Trade Payable        $129,514

Eclipse Professional Services      Trade Payable        $128,851

Integrys Energy Solutions, Inc.    Utilities            $118,204


DETROIT, MI: Manager and Mayor-Elect Agree to Share Power
---------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that Detroit
Mayor-elect Mike Duggan will run most of the city's day-to-day
business and emergency manager Kevyn Orr will focus on the city's
emergence from bankruptcy as part of a power-sharing arrangement
the two men announced on Dec. 19.

According to the report, the deal marks a departure from the
circumstance under outgoing Mayor Dave Bing, whose powers were
greatly constrained after Governor Rick Snyder, a Republican,
appointed Orr as Detroit's emergency manager in March.

Michigan's emergency manager law gives Orr wide latitude to make
decisions about city operations, and Bing felt that Orr gave him
little room to act, the report said.

Duggan, a former hospital executive, was elected in November in
part because of his background as a turnaround specialist, the
report related.

The arrangement between Orr and Duggan, which was signed after six
weeks of negotiations, does not outline specific responsibilities,
the report further related. Instead, it relies on what the two men
describe as seven guiding principles.

                 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.


DIAMOND RESORTS: Moody's Affirms B3 CFR & Secured Notes Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Diamond Resorts
Corporation (DRC) including its B3 Corporate Family Rating (CFR)
and B3 senior secured note rating. Moody's also changed the
company's Probability of Default Rating (PDR) to B3-PD from B2-PD.
In addition, Moody's moved the rating outlook to positive from
negative.

"The change in outlook to positive from negative was driven in
large part by the significant improvement in vacation interest
sales and a meaningful reduction in outstanding debt that has
resulted in stronger debt protection metrics" stated Bill Fahy,
Moody's Senior Credit Officer. During the year-to-date period
ending September 30, 2013, Diamond Resorts was able to drive an
increase in its number of tours and sales price per transaction to
drive higher earnings. This is due in part to a change in selling
strategy that focuses on selling larger point packages. In
addition, Diamond Resorts International, Inc. (DRII) used proceeds
from its initial public offering to reduce debt at DRC. Improved
operating performance and lower debt levels resulted in debt to
EBITDA of about 5.4 times and EBIT to interest of around 1.2 times
for the twelve month period ending September 30, 2013.

The B3-PD Probability of Default Rating, the same level as the
CFR, reflects the utilization of a family recovery rate of 50%
which is customary for a bond and bank capital structure. DRC
entered into a $25 million revolving credit facility in the third
quarter of 2013. A family recovery rate of 35% was used previously
in the all bond capital structure.

Ratings Rationale:

The B3 CFR considers DRC's relatively high leverage and modest
coverage , as well as its modest scale in terms of revenues,
narrow business focus, and risks common to the timeshare business.
These risks include the need to extend credit to purchasers of
vacation ownership intervals and a dependence on the receivable
securitization market so that capital can be recycled and made
available to support future sales activity.

Positive rating consideration is given to the favorable working
capital characteristics and relatively stable cash flow
characteristics of DRC's hospitality and management services
business which represented about 25% of the DRC's consolidated
revenue for the nine months ended September 30, 2013. The
company's hospitality and management services business is based on
contracts that are structured on a cost-plus basis and typically
paid in advance.

The positive outlook reflects Diamonds significant improvement in
operating performance and meaningful debt reduction that has
resulted stronger debt protection metrics and Moody's view that
earnings should gradually improve over time despite soft consumer
spending.

Factors that could result in an upgrade include sustaining the
improvement in operating performance, particularly VOI sales and
management services, and lower debt levels that have strengthened
credit metrics. Specifically, a higher rating would require debt
to EBITDA at or below 6.0 times and EBIT to interest towards 1.5
times on a sustained basis. A higher rating would also require
good liquidity.

Ratings could be lowered if a steady decline in the number or
value of closed transactions or tours resulted in a sustained
deterioration in earnings and cash flows. Specifically, the
ratings could downgraded if leverage on a debt to EBITDA basis
migrates towards 6.5 times or EBIT coverage of gross interest does
not exceed 1.1 times. The ratings could also be downgraded if
liquidity were to deteriorate for any reason.

Diamond Resorts Corporation (DRC) is a vacation ownership company
that specializes in the timeshare business as well as the
hospitality and management services business. The company has
revenues of about $540 million.


DIGITAL DOMAIN: Exclusivity to Expire on March 5
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc. must file a
liquidating Chapter 11 plan by March 5, or any creditor can submit
a proposal.

According to the report, the company said last month that "certain
critical parties" weren't in agreement on a liquidating Chapter 11
plan.  This week, the bankruptcy court granted Digital Domain's
request to extend until March 5 its exclusive right to file a
plan.

The fourth extension was the last, because Congress only permits
exclusivity to run 18 months after the commencement of a Chapter
11 case.

                      About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The Company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DOLPHIN BAY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dolphin Bay Developers, Inc.
        348 S. Ocean Blvd.
        Delray Beach, FL 33483

Case No.: 13-40027

Chapter 11 Petition Date: December 19, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G Hyman Jr.

Debtor's Counsel: Philip J Landau, Esq.
                  2385 N.W. Executive Center Dr # 300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0800
                  Email: plandau@sfl-pa.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by David Ross, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim    Claim Amount
   ------                      ---------------    -----------
Atlantic Avenue Chiropractic   Rental Security       $1,500
                               Deposit

Bags By Eileen                 Rental Security      $18,000
                               Deposit

First American Multi Services  Rental Security       $1,500
                               Deposit

Fit to the Core Pilates        Rental Security         $800
                               Deposit

Garden of Vegan                Rental Security       $1,200
                               Deposit

Glisten Salon                  Rental Security       $1,050
                               Deposit

Harmony Hair Studio            Rental Security         $800
                               Deposit

Internal Revenue Service                            Unknown

Internal Revenue Service                            Unknown

Kimberlys Pet Grooming         Rental Security         $700
                               Deposit

Lattner Foundation             Rental Security       $2,200
                               Deposit

Life Skills                    Rental Security         $750
                               Deposit

My Computer Guy                Rental Security       $1,100
                               Deposit

New Choices Case                                     $1,250

Scrub and Tan                  Rental Security         $700
                               Deposit

Silberstein Architects         Rental Security         $820
                               Deposit

Smoke Inn                      Rental Security       $5,000
                               Deposit

Smoke Inn                      Last month rent       $4,000

Statewide Insurance            Rental Security       $1,300
                               Deposit

Wellspring Massage             Rental Security       $1,100
                               Deposit


DUMA ENERGY: Delays Form 10-Q for October 31 Quarter
----------------------------------------------------
Duma Energy Corp. 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 period ended
Oct. 31, 2013.

The Company said management was unable to obtain certain of the
business information necessary to complete the preparation of the
Company's Form 10-Q for the quarter and the review of the report
by the Company's auditors in time for filing.  That information is
required in order to prepare a complete filing.  As a result of
this delay, the Company was unable to file its quarterly report on
Form 10-Q within the prescribed time period without unreasonable
effort or expense.  The Company expects to file within the
extension period.

                         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.


DUTCH GOLD: Responds to Questions on Briskly Trading
----------------------------------------------------
The Board of Directors of Dutch Gold Resources, Inc., has
authorized the release of a letter to shareholders as follows:

December 17, 2013

To our Shareholders:

Recent activity in our share trading has produced many questions
over the last two weeks.  The purpose of this letter is to provide
some answers to most of the relevant questions that have come to
us, whether by telephone or email.  This letter is written to
provide information, and not as a substitute for other reporting.

What is the status of the Company?  DGRI is a currently Nevada
domicled corporation that has been active in the acquisition and
development of gold mining properties.  During the past twelve
months, the Company has been unable to raise funds from
traditional sources, and has relied on loans from officers of the
Company.  The mission has been to protect, to the extent possible,
the assets of the Company, and to evaluate ways to unlock and
leverage any value into less capital-intensive activities.

Currently we maintain an interest in the Basin Gulch property and
the Jungo property, but have no current plans to independently
develop either.  We attempted to fund our proposed Nicaragua
project through a joint venture, however, financing never came to
pass and we have abandoned any attempts to develop those
properties.

During the year, the management team has shrunk, as a result of
financing issues, as has been previously reported.  Currently, Mr.
Lance Rosmarin serves as a director as Mr. Daniel Hollis, who also
serves as CEO and principal accounting officer.

Why has the stock begun trading briskly?  The Company is unaware
of any relationships or events that would result in the recent
uptick in activity.

What are the problems that have prevented the Company financing
itself this year?  Our primary obstacles have been our business
model, our existing debt, and our capital structure.

Typically the mining business is capital intensive, with
significant time lags between initial outlays and subsequent cash
flows.  We attempted to mitigate this issue by looking at shorter-
term projects, which, by definition, tend to be smaller projects.
During the last eighteen months, capital for smaller projects and
for smaller-miners has dried up.  Sophisticated mining investors
have been able to mitigate theirs risk by moving upstream in terms
of size.  The capital markets for small miners have imploded,
making financing for companies like DGRI extremely problematic.

Anyone who has looked at our balance sheet has seen that the
Company carries a large amount of debt.  While we were able to
raise funds during 2009-2012, our debts expanded at a rate that
was unsustainable.  Most of this debt was in the form of
convertible loans that have had a material adverse impact on the
number of outstanding shares of the Company.  At this point, it
has become difficult for a new investor to come in behind so much
convertible debt and so many shares outstanding.

What does the Company do going forward?  In order to begin to
rebuild shareholder value, we must rationalize our capital
structure and clean up our balance sheet.  Most importantly, we
must change our business model to one that can generate near term
cash flow and requires only modest amounts of capital.

Over the last six months, management has been in active
discussions to evaluate companies in sectors that it believes
match the criteria of potential for growth and low capital entry
costs.  We believe the best strategic alternatives for the Company
exists in digital education, digital marketing, and financial
product consulting and distribution.  In the coming weeks we will
talk more about each of these sectors and discuss what we believe
to the best options for the Company.

What steps does the Company take from here?  We have a three-part
strategy.  First, we must evaluate the various businesses that we
have discussed and make a decision on the sector that we will
enter and the entity that we will use as a platform.  The Company
is engaged in ongoing negotiations, which may, or may not, come to
fruition in the near term.  Simultaneously we will work to
rationalize our capital structure, while attempting to reconcile
our balance sheet issues.  In so doing, it is our intention to
catch up our filings with the Securities & Exchange Commission as
quickly as financing allows.

The Company acknowledges and appreciates the contribution of the
Officers who have served Dutch Gold.  We hope to attract high
caliber management as we reposition the Company in the coming
months.


Sincerely,

DUTCH GOLD RESOURCES, INC.

Dan Hollis

Daniel Hollis, CEO

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused on developing its existing mining properties in North
America and acquiring and developing new mines that can enter into
production in 12 to 24 months.

After auditing the 2011 results, Hancock Askew & Co., LLP, in
Norcross, Georgia, noted that the Company has limited liquidity
and has incurred recurring losses from operations and other
conditions exist which raise substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $4.58 million on $0 of sales in
2011, compared with a net loss of $3.69 million on $0 of revenue
in 2010.  The Company's balance sheet at Sept. 30, 2012, showed
$2.65 million in total assets, $7.17 million in total liabilities
and a $2.23 million total stockholders' deficit.


DYNASIL CORP: Remains in Default of Certain Financial Covenants
---------------------------------------------------------------
Dynasil Corporation of America on Dec. 20 announced financial
results for fiscal year ended September 30, 2013 and the filing of
its Annual Report on Form 10-K.

Revenues for the fiscal year ended September 30, 2013 were $42.8
million.  This represents a decrease of $5.1 million or 10.6% over
revenues for the fiscal year ended September 30, 2012 of $47.9
million.

Gross profit for fiscal 2013 totaled $18.1 million, or 42.3% of
net revenue, compared with $19.5 million, or 40.7% of revenue for
fiscal 2012.  Gross profit margin improved primarily as a result
of higher gross margins in the Contract Research segment partially
offset by a decrease in the Instruments segment.

Selling, general and administrative expenses decreased $1.5
million to $19.4 million or 45.4% of sales in fiscal year 2013,
from $20.9 million or 43.7% of sales for fiscal year 2012.  SG&A
expenses decreased primarily as a result of the substantial
completion of the engineering costs associated with the product
refreshes in our Instruments segment.

The Instruments segment had the greatest decrease in SG&A costs,
decreasing $1.6 million to $3.5 million in 2013 compared to $5.1
million in 2012.  This segment had two main product lines: a hand-
held lead paint analyzer and a medical gamma probe used primarily
in breast cancer treatment.  The Company began a product refresh
on both product lines in 2012 to enhance them with new features
and functionality to maintain their market positions.  The Company
spent $1.3 million in fiscal year 2012 on research and development
on the products and significant additional amounts on sales and
marketing efforts in advance of the new product launches.  In
fiscal year 2013, these costs and other SG&A costs were
substantially reduced while awaiting regulatory approval.

The Company's updated medical probe, the Navigator 2.0, was
approved for sale in May of 2013.  However, as a result of the
delays associated with both product line updates and an internal
review of strategic alternatives for the lead paint analyzer
product, the Company performed an interim impairment test of the
Instrument segment and recorded an impairment of goodwill and
intangibles totaling $6.8 million in the quarter ending March 31,
2013.

"As reported previously, we are making important steps in right-
sizing our business, reducing outstanding indebtedness, and
eliminating cost.  With the spin out of our tissue sealant
technology to the newly-formed subsidiary, Xcede Technologies,
Inc. in October and the divestiture of our XRF product line in
November, we continue to make significant improvements to our cash
flows and our balance sheet," said Peter Sulick, Chairman and CEO
of Dynasil.  "Going forward, we are focused on improving our
liquidity and pursuing strategic initiatives that best position
the company for future profitable growth."

Including the goodwill impairment charge, net loss for the 12
months ended September 30, 2013 was $8.7 million, or $0.59 per
share, compared with a loss of $4.3 million, or $0.29 per share,
in fiscal 2012.

                            Liquidity

On December 31, 2012, the Company disclosed it was in default of
certain financial covenants set forth in the terms of its
outstanding indebtedness with respect to its fiscal year ended
September 30, 2012.  The Company continued to be in default
throughout its fiscal year ended September 30, 2013 and currently
remain in default.  As a result, the Company's lenders have the
ability to require immediate payment of all indebtedness under our
loan agreements.  While the lenders have not exercised this right,
their ability to require immediate payment has caused all of our
outstanding indebtedness to be accelerated to current
classification in our consolidated financial statements.

The Company has made all principal and interest payments due to
its senior lender through the date of this filing.  In addition to
making the required principal payments of approximately $1.9
million during fiscal year 2013, the Company also repaid an
additional $300,000 of principal in connection with the
contribution of its tissue sealant intellectual property to Xcede
Technologies, Inc., a joint venture with Mayo Clinic formed on or
about October 1, 2013 to spin out and separately fund the
development of the tissue sealant technology.  Xcede has initiated
financing efforts and has received funding from internal sources
and outside investors.

The Company has accrued but not remitted monthly interest payments
to its subordinated lender since February 2013 and does not expect
to resume interest payments to its subordinated lender until it
resolves its default with the senior lender.

Subsequent to fiscal year-end, the Company also repaid
approximately $1.25 million of principal to its senior lender from
the proceeds received from the sale of its lead paint business
included in the Instruments segment.  Management is continuing to
pursue potential other sales transactions which, if consummated,
would result in additional principal payments to the bank and also
expects to continue discussions with its lenders to address the
financial covenant situation.  Because of the continuing default
of the financial covenants and the possibility of an acceleration
of the indebtedness by the lenders, the Company has classified all
its outstanding indebtedness as a current liability in the
accompanying consolidated balance sheets.

Given the Company's results and the uncertainty created by the
defaults under the outstanding indebtedness, the Company's
independent registered public accounting firm has included a
"going concern" explanatory paragraph in its audit opinion for the
year ended September 30, 2013.

                           About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company reported a net loss of $4.30 million for the year
ended Sept. 30, 2012, as compared with net income of $1.35 million
during the prior fiscal year.

The Company's balance sheet at June 30, 2013, showed $27.74
million in total assets, $16.82 million in total liabilities and
$10.92 million in total stockholders' equity.

                         Bankruptcy Warning

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders . If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in its quarterly
report for the period ended June 30, 2013.


ECOSPHERE TECHNOLOGIES: Six Directors Elected at Annual Meeting
---------------------------------------------------------------
Ecosphere Technologies, Inc., held its 2013 annual shareholders on
Dec. 13, 2013, during which the shareholders:

   (1) elected Dennis McGuire, Dean Becker, David Brooks, Michael
       Donn, Sr., Jimmac Lofton and Charles Vinick as directors;
       and

   (2) ratified the Company's independent registered public
       accounting firm for 2013.

                   About Ecosphere Technologies

Stuart, Florida-based Ecosphere Technologies (OTC BB: ESPH) --
http://www.ecospheretech.com/-- is a water engineering,
technology licensing and environmental services company that
designs, develops and manufactures wastewater treatment solutions
for industrial markets.  Ecosphere, through its majority-owned
subsidiary Ecosphere Energy Services, LLC, provides energy
exploration companies with an onsite, chemical free method to kill
bacteria and reduce scaling during fracturing and flowback
operations.

Ecosphere disclosed net income of $1.05 million on $31.13 million
of total revenues for the year ended Dec. 31, 2012, as compared
with a net loss of $5.86 million on $21.08 million of total
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $21.95 million in total assets,
$2.35 million in total liabilities, $3.69 million in redeemable
convertible cumulative preferred stock, and $15.90 million in
equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has seen a recent significant decline in its
working capital primarily relating to delays in receiving
additional purchase orders and related funding from a significant
customer.  This matter raises substantial doubt about the
Company's ability to continue as a going concern.


EDISON MISSION: Disclosure Statement Approved
---------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Edison Mission Energy's Disclosure Statement related to the
Company's Joint Chapter 11 Plan of Reorganization.

As previously reported, "The Plan provides for a
sale...substantially all of EME's assets, including its direct and
indirect equity interests in the Debtor Subsidiaries and the Non-
Debtor Subsidiaries..., 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. More
specifically, the Plan, which will effectuate the NRG Transaction,
contemplates the following distributions to Holders of Claims and
Interests, among other recoveries: Holders of Allowed Other
Priority Claims against EME and Allowed Other Priority Claims
against Debtor Subsidiaries shall receive payment in full, in
Cash; Holders of Allowed Secured Claims against EME, Allowed
Secured Claims against Debtor Subsidiaries, and Allowed Secured
Claims against Homer City Debtors shall receive (a) payment in
full, in Cash, or (b) such other treatment such that the Holder
shall be rendered Unimpaired; Holders of Allowed General Unsecured
Claims against Debtor Subsidiaries shall receive payment of
principal in full in Cash; Holders of Allowed General Unsecured
Claims against EME (Assumed Liabilities), Allowed General
Unsecured Claims against EME (Not Assumed Liabilities), and
Allowed Joint-Liability General Unsecured Claims shall receive (a)
a Pro Rata distribution of the Net Sale Proceeds, and (b) a Pro
Rata distribution of the New Interests; and Holders of Allowed
Claims against the Homer City Debtors shall be paid in absolute
priority from the Homer City Wind Down Proceeds for the applicable
Homer City Debtor."

                      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.


ELAN CORP: S&P Raises Corporate Credit Rating From 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Elan Corp. PLC to 'BBB' from 'B+' (to be equal with
Perrigo Co. Ltd.) and removed it from CreditWatch, where S&P
placed it on July 29, 2013.  This action follows close of
Perrigo's (BBB/Negative/--) acquisition of Elan Corp. PLC on
Dec. 18, 2013.

At the same time, S&P is withdrawing the rating on Elan Corp.
because following the acquisition close, Elan Corp. is now fully
owned by Perrigo.


ENDEAVOUR INTERNATIONAL: Unit Sells $25MM of Production Payment
---------------------------------------------------------------
Endeavour Energy UK Limited, a wholly-owned subsidiary of
Endeavour International Corporation, entered into a Deed of Grant
of Production Payment with Sand Waves S.A., an unaffiliated third
party entity in which the Company has no interest or control,
providing for a production payment over a portion of the sales
proceeds from the Company's production from the Rochelle field
located in the UK sector of the North Sea.  The Investors are
required to look solely to the proceeds from the sale of
production from the Rochelle field for satisfaction and discharge
of all amounts due under the Monetary Production Payment.

The Monetary Production Payment provides for the sale by EEUK of a
production payment for a purchase price of $25 million with an
expected implied cost of 9.75 percent.  Obligations under the
Monetary Production Payment will cease upon the earlier of the
repayment of amounts outstanding under the Monetary Production
Payment or production from the Rochelle license permanently
ceasing.  The Monetary Production Payment is scheduled to be
repaid over a two year period.

The Company's obligations under the Monetary Production Payment
are secured by first priority liens over its interests in the
license and related joint operating agreements and sales proceeds
accounts.  The Company's obligations are also secured by second
priority liens over certain of its other licenses, joint operating
agreements and assets.  Those second priority liens are
subordinated to the security granted to the holders of its
revolving credit facility dated April 12, 2012, pursuant to an
intercreditor agreement.

                   About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million as compared with a net loss of $130.99 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $1.50 billion in total assets, $1.41 billion in total
liabilities, $43.70 million in series C convertible preferred
stock, and $46.24 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


FIESTA RESTAURANT: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating on Addison, Texas-based restaurant
operator Fiesta Restaurant Group Inc.  This follows the company's
repayment of its $200 million 8.875% senior secured second-lien
notes due 2016 in full.  S&P do not rate the company's new
$150 million senior secured credit facility.  S&P believes
Fiesta's moderately lower debt following the refinancing could
help improve the company's credit metrics.


FISKER AUTOMOTIVE: Wants $3.8M in WARN Claims Deemed Worthless
--------------------------------------------------------------
Law360 reported that electric-car maker Fisker Automotive Holdings
Inc. urged a Delaware bankruptcy judge to rule that nearly $3.8
million in claims filed by former employees have no value, saying
the "meritless" claims could sink the company's Chapter 11 plan.

According to the report, Fisker contends that claims brought by
former employees under the U.S. Worker Adjustment and Retraining
Notification Act should not be allowed, and seeks an order
estimating their value at zero dollars.

                    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.


FOX & HOUND: Section 341(a) Meeting Set for Jan. 24
---------------------------------------------------
A meeting of creditors in the bankruptcy cases of F & H
Acquisition Corp. and its debtor affiliates will be held on
Jan. 24, 2014, at 10:00 a.m. at the J. Caleb Boggs Federal
Building, 844 King Street, 2nd Floor, Room 2112, Wilmington, DE.

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

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

F & H Acquisition Corp. and its affiliates filed Chapter 11
petitions (Bankr. D. Del. Case Nos. 13-13220 to 13-13261) on
Dec. 15, 2013.  James Zielke signed the petitions as  CFO and
president.  The Debtors estimated assets and debts of at least
$100 million.  Young, Conaway, Stargatt & Taylor, LLP, serves as
the Debtors' local counsel.  Olshan Frome Wolosky LLP acts as the
Debtors' general counsel.  Imperial Capital LLC is the Debtors'
financial advisor.


FREESEAS INC: Regains Compliance with NASDAQ Min. Bid Price Rule
----------------------------------------------------------------
The NASDAQ Stock Market notified FreeSeas Inc. on Dec. 16, 2013,
that the Company had regained compliance with Listing Rule
5550(a)(2), which requires a minimum bid price of $1.00 for
continued listing on the NASDAQ Stock Market and that the matter
is now closed.

The Company previously received notice from NASDAQ that it was not
in compliance with the Minimum Bid Price Rule for continued
listing on NASDAQ, as the bid price of the Company's common stock
closed below the minimum $1.00 per share for the 30 consecutive
business days.

                         About FreeSeas Inc.

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

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

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

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


FREGO & ASSOCIATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Frego & Associates - The Bankruptcy Law Office, PLC
           dba The Bankruptcy Law Office, PLC
           dba A-1 Bankruptcy
        c/o James P. Frego, II
        2349 Windmill Way
        Saline, MI 48176

Case No.: 13-62691

Chapter 11 Petition Date: December 19, 2013

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Walter Shapero.Detroit

Debtor's Counsel: John C. Lange, Esq.
                  GOLD, LANGE & MAJOROS, PC
                  24901 Northwestern Hwy., Suite 444
                  Southfield, MI 48075
                  Tel: (248) 350-8220
                  Email: jlange@glmpc.com

                       - and -

                  Hannah Mufson McCollum, Esq.
                  24901 Northwestern Hwy., Suite 444
                  Southfield, MI 48075
                  Tel: 248-350-8220
                  Email: hmccollum@glmpc.com

Total Assets: $2.02 million

Total Liabilities: $1.41 million

The petition was signed by James P. Frego, II, managing member.

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


FRESH & EASY: Real Estate and Leases Sold on Dec. 19
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that supermarket chain Fresh & Easy Neighborhood Market
Inc., now named Old FENM Inc. after most of the business was sold,
received formal court approval on Dec. 19 to sell 53 parcels of
real property and leases at stores not picked up by Ron Burkle's
Yucaipa Cos., the buyer of the bulk of the operation.

According to the report, auctions were canceled because there were
no competing bids. The real estate in California, Arizona and
Nevada is being purchased by EM-80 UAV Darkco LLC for $41.5
million in cash.  Alamo Group LLC bought so-called lease-
designation rights for $1.5 million.

Fresh & Easy is yet to conduct an auction after three attempts.
Yucaipa, which bought about 150 markets plus a production facility
in Riverside, California, likewise met no competing offers.

                  About Fresh & Easy Neighborhood

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

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

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

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

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


FRIENDFINDER NETWORKS: Amends Application to Issue 2018 Notes
-------------------------------------------------------------
FriendFinder Networks Inc. and Interactive Network, Inc. filed
with the Securities and Exchange Commission last week Amendment
No. 2 to Form T-3 "FOR APPLICATIONS FOR QUALIFICATION OF
INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939".

FriendFinder proposes to issue $234,286,908.16 aggregate principal
amount, plus any additional principal, of 14.0% Senior Secured
Notes due 2018 issuable as interest payable on the existing 14.0%
Senior Secured Notes due 2013.

Under Amendment No. 2, FriendFinder filed:

     -- a Notice of Filing of Amended Exhibits to Plan Supplement
        with respect to the Second Amended Joint Plan of
        Reorganization of PMGI Holdings Inc., et al., Debtors,
        and amended exhibits thereto, available at
        http://is.gd/1oKWvpand

     -- a copy of the Modified Second Amended Joint Plan of
        Reorganization of PMGI Holdings Inc. et al. under
        Chapter 11 of the Bankruptcy Code, available at
        http://is.gd/HyRS2k

FriendFinder on Dec. 16 won confirmation of its plan of
reorganization from the Bankruptcy Court in Delaware, paving the
way for the Company to emerge from bankruptcy by year-end.

With respect to claims of stakeholders, the Plan contemplates:

     -- on or as soon as practicable after the Bankruptcy Court
confirms the Plan (the "Effective Date"), the First Lien Notes
will be cancelled and the Company will distribute to holders of
First Lien Notes as of the Effective Date (a) an equal principal
amount (including applicable pre-payment penalties) of New First
Lien Notes (the "New Notes") with substantially the same terms as
the old First Lien Notes, excluding certain interest and unpaid
fees and costs, (b) cash, in the amount of any accrued and unpaid
interest at the applicable non-default rate, and (c) additional
cash in the amount of any incremental accrued and unpaid interest
at the applicable default rate, to the extent excess cash is
available under the terms of the Plan. The Company currently
anticipates it will have sufficient cash on hand at the Effective
Date to make the payments set forth in (b) and (c) above.

     -- on the Effective Date, the Second Lien Notes will be
cancelled and at such time as each holder of the Second Lien Notes
surrenders its cancelled Second Lien Note certificate to the
Company along with an executed copy of the Stockholders'
Agreement, each such holder shall receive a pro rata share of (a)
100% of the newly issued shares of common stock, par value $0.001
per share, of Reorganized FFN, and (b) cash, in an amount not to
exceed $3 million, subject to cash payments to the holders of
First Lien Notes in accordance with the Plan.

     -- assuming all holders of Allowed Second Lien Noteholder
Claims properly surrender their Second Lien Note certificates, and
execute the Stockholders' Agreement, the reorganized Company will
issue approximately 702,000 shares of New Common Stock under the
Plan. No additional shares of New Common Stock will be reserved
for future issuance in respect of any other claims or interests.
Notwithstanding the foregoing, shares of New Common Stock may be
reserved pursuant to a Management Incentive Plan that will be
implemented by the Company after the Effective Date to provide
equity incentives to the reorganized Company's management.

     -- all existing shares of FFN capital stock, all options and
warrants to acquire shares of FFN capital stock, and all
securities convertible into shares of FFN capital stock will be
extinguished on the Effective Date and holders of such securities
shall not receive any property or consideration under the Plan.

     -- on or as soon as practicable after the Effective Date,
each holder of an allowed administrative expense claim, priority
claim, priority tax claim, or general unsecured claim, will
receive cash equal to the full allowed amount of its claim or
otherwise receive treatment consistent with applicable provisions
of the Bankruptcy Code.

     -- generally, all executory contracts and unexpired leases
shall be assumed pursuant to the Plan, except for (1) the
Consulting Agreement, dated October 5, 2012, between Marc H. Bell
and FFN, (2) the Consulting Agreement dated October 5, 2012,
between Daniel C. Staton and FFN, and (3) those certain rejected
contracts listed in the Amended Plan Supplement, which was filed
by the Debtors with the Bankruptcy Court in connection with the
Plan on December 13, 2013.

     -- the release by the Company of any and all claims or causes
of action, known or unknown, relating to any pre-petition date
acts or omissions, except for willful misconduct or fraud,
committed by the officers, directors and employees of the Company
and certain of the Company's representatives, the Consenting
Noteholders, and their related trustees and their representatives,
and Messrs. Bell and Staton, and their affiliates and
representatives. The Plan also contains voluntary releases of the
above parties from certain creditors of the Company.

                    About FriendFinder Networks

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

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


FRIENDSHIP DAIRIES: Jan. 9 Hearing on Dismissal or Conversion Bid
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Jan. 9, 2014, at 1:30 p.m., to consider the
request of AgStar Financial Services, FLCA, to dismiss Friendship
Dairies' case, or in the alternative, convert the Chapter 11 case
to one under Chapter 7 of the Bankruptcy Code.

AgStar is the loan servicer and attorney in fact for McFinney
Agri-Finance LLC.

According to John O'Brien, Esq., at Snell & Wilmer L.L.P.,
AgStar's first motion filed on June 24, 2013, has been placed
under advisement.  Mr. O'Brien added that while the first motion
to convert has been pending additional facts have arisen to
establish that the case must be converted without further delay.

AgStar filed another motion early this month.

Mr. O'Brien noted that the Debtor's operation has resulted in
substantial and continuing loss to or diminution of the estate and
there is no reasonable likelihood of rehabilitation.  Furthermore,
AgStar believes that the Debtor's actions rise to the level of
gross mismanagement of the estate warranting dismissal.

                     About Friendship Dairies

Friendship Dairies, a general partnership, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas,
on Aug. 6, 2012.  The Debtor operates a dairy near Hereford, Deaf
Smith County, Texas.  The dairy consists of 11,000 head of cattle,
fixtures and equipment.  The Debtor also farms 5,000 acres of land
for production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


GENELINK INC: Amends 2012 10-K in Response to SEC Comments
----------------------------------------------------------
GeneLink, Inc., filed an amendment to its annual report on Form
10-K for the year ended Dec. 31, 2012, originally filed with the
U.S. Securities and Exchange Commission on April 1, 2014, in
response to comment letters received from the SEC.  The purposes
of the amendment were:

1) to provide the name of the Company's auditor, Hancock
         Askew &Co., LLP, which was inadvertently left off the
         prior audit report.  There is not a change in the audit
         report except for the signature of that firm.

2) to provide additional information in Footnote 6. related
         to the fair value of equity instruments.

3) to provide additional information in Footnote 11. related
         to detail analysis of the gain on sale of subsidiary.

4) to add additional information to management's discussion
         and analysis of the financial statements including a
         detailed variance analysis for Cost of Goods Sold,
         Operating Losses, Net Losses, and a detailed explanation
         of the Valuation of intangible and other long-lived
         assets.

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

                        http://is.gd/PEfdPX

                          About Genelink

Based in Orlando, Fla., GeneLink, Inc., is a solution provider in
the genetically customized nutritional and personal care
marketplace.

Genelink disclosed a net loss of $3.05 million on $2.13 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $3.83 million on $4.68 million of revenue during the prior
year.  The Company's balance sheet at Sept. 30, 2013, showed $1.28
million in total assets, $4.49 million in total liabilities, and
stockholders' deficit of $3.2 million.

Hancock Askew & Co., LLP, in Savannah, GA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred significant net losses in 2012 and 2011,
has a working capital deficit and a significant accumulated
deficit.  These items raise substantial doubt as to the Company's
ability to continue as a going concern.


GETTY IMAGES: Bank Debt Trades at 7% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 92.64 cents-on-
the-dollar during the week ended Friday, December 20, 2013,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.34 percentage points from the previous week, The Journal
relates.  Getty Images Inc. pays 350 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 14,
2019, and carries Moody's B2 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         *     *     *

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


GMX RESOURCES: DIP Maturity Date Extended to Feb. 2014
------------------------------------------------------
GMX Resources Inc., certain lenders, and Cantor Fitzgerald
Securities, as DIP Agent, entered into Amendment No. 2 to the DIP
Credit Agreement, which modifies certain covenants in the DIP
Credit Agreement to allow for the formation of certain
subsidiaries as contemplated by the Debtors' proposed plan of
reorganization, and to allow those subsidiaries to meet or satisfy
any qualification or bonding requirements under applicable law or
regulation (not to exceed $750,000 in the aggregate).

Specifically, the Debtors may (a) form and organize (i) GMXR GP
Sub LLC, as a Delaware limited liability company, and (ii) GMXR
Limited Partnership, as a Delaware limited partnership of which
GMXR GP Sub LLC will be the initial sole general partner and GMX
Resources Inc. will be the initial sole limited partner, prior to
but in contemplation of the occurrence of the Effective Date of
the Proposed Plan, and (b) to make any Investments, not to exceed
$750,000, in the new Subsidiaries necessary or reasonably required
to qualify the new Subsidiaries under applicable law or regulation
to conduct business as contemplated by the Proposed Plan as of the
Effective Date of the Proposed Plan.

In addition, DIP Amendment No. 2 extends the Maturity Date (as
defined in the DIP Credit Agreement) to Feb. 17, 2014.

On April 3, 2013, the Bankruptcy Court approved an Interim Order
authorizing the Company to enter into a Superpriority Debtor in
Possession Credit and Guaranty Agreement, dated as of April 3,
2013, among the Company, as Borrower, Diamond Blue Drilling Co.
and Endeavor Pipeline Inc., as Guarantors, the lenders party
thereto, as lenders, and Cantor Fitzgerald Securities, as DIP
Agent.  Pursuant to the terms of the DIP Credit Agreement, the
Lenders agreed, to lend up to $50,000,000 in term loans.  The
Bankruptcy Court entered a final order approving the DIP Credit
Agreement on May 6, 2013.

On Sept. 30, 2013, the Debtors, the lenders party thereto, and
Cantor Fitzgerald Securities, as DIP Agent, entered into Amendment
No. 1 to the DIP Credit Agreement.  DIP Amendment No. 1 contains
certain immaterial modifications to the DIP Credit Agreement, and
therefore was not previously filed.

A copy of Amendment No. 1 to Superpriority Debtor in Possession
Credit and Guaranty Agreement, dated as of September 30, 2013,
among GMX Resources Inc., as Borrower, Diamond Blue Drilling Co.
and Endeavor Pipeline Inc., as Guarantors, the lenders party
thereto, as lenders and Cantor Fitzgerald Securities, as DIP
Agent, is available at http://is.gd/0iMXJc

A copy of Amendment No. 2 to Superpriority Debtor in Possession
Credit and Guaranty Agreement, dated as of December 11, 2013,
among GMX Resources Inc., as Borrower, Diamond Blue Drilling Co.
and Endeavor Pipeline Inc., as Guarantors, the lenders party
thereto, as lenders and Cantor Fitzgerald Securities, as DIP
Agent, is available at http://is.gd/COMRpE

Members of the DIP lending consortium, based on Amendment No. 2,
are:

     * CANTOR FITZGERALD SECURITIES,
       as DIP Agent and as Lender
     * CHATHAM ASSET HIGH YIELD MASTER FUND, LTD., as Lender
       By Chatham Asset Management, LLC, not in its individual
       capacity, but solely as Investment Advisor
     * CHATHAM EUREKA FUND, L.P., as Lender
       By Chatham Asset Management, LLC, not in its individual
       capacity, but solely as Investment Advisor
     * GSO Credit-A Partners LP, as Lender
       By GSO Capital Partners LP, not in its individual capacity,
       but solely as Investment Manager
     * GSO PALMETTO OPPORTUNISTIC INVESTMENT PARTNER LP, as Lender
       By GSO Capital Partners LP, not in its individual capacity,
       but solely as Investment Manager
     * GSO SPECIAL SITUATIONS FUND LP, as Lender
       By GSO Capital Partners LP, not in its individual capacity,
       but solely as Investment Manager
     * GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD., as Lender
       By GSO Capital Partners LP, not in its individual capacity,
       but solely as Investment Manager
     * WB GENERAL LTD., as Lender
     * ZELL CREDIT OPPORTUNITIES MASTER FUND, L.P., as Lender
       By Chai Trust Company, LLC, General Partner
     * OMEGA CAPITAL PARTNERS, L.P.
       OMEGA CAPITAL INVESTORS, L.P.
       OMEGA EQUITY INVESTORS, L.P.
       OMEGA CHARITABLE PARTNERSHIP, L.P.
       OMEGA OVERSEAS PARTNERS, LTD.
       BETA EQUITIES, INC.
       GS&CO. PROFIT SHARING MASTER TRUST, each as Lender
       By Omega Advisors, Inc., as investment manager
       for certain funds and accounts it manages and not in its
       individual corporate capacity

                        About GMX Resources

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

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

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

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

David Zdunkewicz, Esq., Timothy A. Davidson II, Esq., and Joseph
Rovira, Esq., at ANDREWS KURTH LLP, serves as the Debtors'
counsel.  Special Local Counsel, Conflicts Counsel and Litigation
Counsel for the Debtors are William H. Hoch, Esq., and Christopher
M. Staine, Esq., at CROWE & DUNLEVY, P.C.

Counsel to Backstop Lenders under DIP Financing and Steering
Committee of Holders of Senior Secured Notes are Brian Hermann,
Esq., and Sarah Harnett, Esq., at PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP.

Counsel to the Unsecured Creditors Committee is Jason Brookner,
Esq., at LOOPER REED & MCGRAW P.C.  Looper Reed is substituted as
counsel for the Official Committee of Unsecured Creditors in place
of Winston & Strawn LLP, effective as of April 25, 2013.  The
Committee tapped Conway MacKenzie, Inc., as financial advisor.

On Dec. 4, 2013, the Bankruptcy Court approved the Company's First
Amended Disclosure Statement to accompany the First Amended Joint
Plan of Reorganization of GMX Resources Inc. and its Debtor
Subsidiaries under Chapter 11 of the Bankruptcy Code.  A copy of
the Disclosure Statement is available at http://is.gd/XGTsMr

The Court has set Jan. 21, 2014 at 1:30 p.m. central time, as the
date and time for hearing on confirmation of the Plan and to
consider any objections to the Plan.


GOLDEN TRIANGLE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Golden Triangle Properties, Inc.
           dba Hanna Paint & Hardware
        4343 N Andrews Ave
        Fort Lauderdale, FL 33309

Case No.: 13-40050

Chapter 11 Petition Date: December 19, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Hon. John K Olson

Debtor's Counsel: Susan D. Lasky, Esq
                  SUSAN D LASKY, PA
                  915 Middle River Dr, Suite 420
                  Fort Lauderdale, FL 33304
                  Tel: (954) 400-7474
                  Fax: (954) 206-0628
                  Email: ECF@suelasky.com

Total Assets: $1.12 million

Total Liabilities: $2.61 million

The petition was signed by Corey Golden, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb13-40050.pdf


GYMBOREE CORP: Bank Debt Trades at 6% Off
-----------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 93.69 cents-on-the-
dollar during the week ended Friday, December 20, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 3.47
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in San Francisco, California, The Gymboree
Corporation 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 $1.2
billion. The company is owned by affiliates of Bain Capital
Partners LLC.

As reported in the Troubled Company Reporter on Dec. 20, 2013,
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.


HEALTH NET: A.M. Best Affirms 'bb' Issuer Credit Ratings
--------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B++
(Good) and the issuer credit ratings (ICR) of "bbb" of Health Net
of California, Inc., Health Net Life Insurance Company, Health Net
Health Plan of Oregon, Inc. and Health Net of Arizona, Inc.  A.M.
Best also has affirmed the ICR of "bb" and the debt rating of "bb"
on the $400 million 6.375% senior unsecured notes due 2017 of the
parent company, Health Net, Inc. (Health Net) (headquartered in
Woodland Hills, CA) [NYSE: HNT].  The outlook for all ratings is
stable.

The rating affirmations for Health Net and its insurance
subsidiaries reflect a better operating performance on a
consolidated basis, a re-positioning of the commercial book of
business and improved balance sheet strength at the holding
company as well as financial flexibility.  Health Net's strategy
is to make health care more affordable, grow its business overall
and enhance stakeholder value.  Health Net's insurance
subsidiaries are known for their expertise in managing Medicare,
Medicaid, commercial and a number of ancillary products and
services, including behavioral health, dental and vision insurance
and administrative services.  In addition, Health Net Federal
Services, a wholly owned subsidiary of Health Net, serves the
families of active duty personnel and retirees through the TRICARE
North Region contract.  The company also has worked to extend
existing contracts and has made efforts to secure its place in the
Patient Protection and Affordable Care Act of 2010's business
environment.  Over the past year, Health Net repositioned its
commercial business by focusing on pricing discipline and offering
its tailored network products.

Consolidated operating performance has improved despite
significant cost pressures.  Accreted earnings and changes to the
invested asset mix have improved balance sheet strength and
financial flexibility.

Health Net strengthened its California Medicaid business with a
new settlement agreement with California's Department of Health
Care Services, and results improved due to better performance by
the company's senior and persons with disabilities members.
Medicare Advantage operating results also improved due to lower
health care costs.  The company has made progress as a participant
in the Dual-Eligible demonstration, which could lead to higher
market share in this line of business, and has stabilized other
government contracts.

Offsetting rating factors include Health Net's exposure to a
significant level of business concentration risk and lower
investment income returns at the subsidiaries.  Owing to the high
participation rate in the government business sector, the Health
Net organization is exposed to business concentration risks as the
organization relies heavily on large blocks of government business
to attain revenue development goals and to achieve forecasted
earnings.  Investment income at Health Net's insurance
subsidiaries has decreased noticeably, mainly as a consequence of
the low interest rate environment as well as the routine
distribution of dividends, which essentially lowers invested asset
balances at the subsidiary level.

The organization's investment portfolio is designed for risk
aversion as most of these assets are held in investment grade
securities, and a significant percentage is held in cash and cash
equivalents.

Key rating factors that could lead to positive rating actions are
successful execution of the now defined operating strategy and
improvements in the risk-adjusted capital measures at the
subsidiaries.

Key rating factors that could lead to negative rating actions are
declines in risk-adjusted capital at the insurance subsidiaries
and high leverage ratios caused by accelerated revenue development
or under-reserving for certain capitated lines of business and
risk-based products.


HERTZ CORP: DBRS Confirms 'BB' Issuer Rating
--------------------------------------------
DBRS Inc. has confirmed the ratings of Hertz Corporation,
including its Issuer Rating of BB.  The trend on all ratings has
been revised to Stable from Negative.  The rating actions follow a
detailed review of the Company's operating results, financial
fundamentals, and future prospects.

The confirmation of the ratings and change in trend to Stable
reflects DBRS's view that Hertz has made substantial progress in
the integration of Dollar Thrifty Automotive Group, Inc. (DTAG),
including the conversion of counter, reservations and e-commerce
systems, as well as back-office IT platforms.  DBRS notes that the
last major integration item is the conversion of DTAG's fleet
management system to the Hertz system, which DBRS expects to be
successfully completed in 2014.

Importantly, the rating action considers that the expected
synergies of the acquisition are beginning to be captured,
positively impacting financial performance.  Through expanding the
presence of the Thrifty brand in Europe and adding Dollar and
Thrifty to Hertz's existing partnership agreements, Hertz has
realized $100 million of revenue synergies in 9M13, and expects
total revenue synergies of $300 million over the three-year period
to year-end 2015.  Cost synergies realized in the nine months to
September 30, 2013 were $95 million of an expected $300 million in
cost savings over a three-year period to the end of 2015.  While
cash flow leverage (total debt, including fleet debt, to last
twelve month EBITDA) at 4.2x remains moderately higher than the
pro-forma leverage of 4.0x at the closing of the DTAG acquisition,
given the improved earnings and cash flow generation of the
Company, DBRS considers the level of leverage as acceptable at the
current rating level.  Nevertheless, a return of leverage to pre-
acquisition levels would be viewed favorably.

The rating confirmation also reflects Hertz's strong franchise and
leading global market position in the daily vehicle rental
business, solid fleet management, well-managed liquidity and
funding profile, and improving earnings profile.  To this end, for
the nine months ending September 30, 2013, Hertz had generated
pre-tax income of $685.7 million compared to $529.7 million a year
ago. Earnings have benefited from the Company's investment in
business lines whose revenues are less cyclical in nature than the
commercial on-airport business.  Amongst the investments is the
expansion of Hertz's off-airport business, increasing its presence
in the leisure travel segment through the DTAG acquisition,
entering the market for fleet management through its Donlen
acquisition, and bolt-on acquisitions in the Company's equipment
rental subsidiary, Hertz Equipment Rental Corporation (HERC), that
increase its market presence in less cyclical industries.
Moreover, the trend considers DBRS's view that industry
fundamentals will remain favorable through 2014 supported by
rationale pricing, good fleet discipline, a modest increase in
travel volumes, and still solid residual values for used vehicles
as demand continues to outstrip supply.

Ratings could be positively impacted by continued strengthening in
earnings to levels more consistent with the strength of the
franchise.  Further, deleveraging of the balance sheet and
maintaining access to funding at reasonable costs would also be
viewed positively.  Conversely, a sustained reduction in revenues
and cash flow generation as a result of a weakening in the
franchise, or a noteworthy decline in industry fundamentals could
result in downward ratings pressure.  Ratings could also be
negatively impacted, if leverage was to increase materially or a
sizeable loss was generated from the disposition of risk vehicles.


HJK HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: HJK Hospitality, Inc.
        1103 Riverside Drive
        Brownwood, TX 76801

Case No.: 13-60141

Chapter 11 Petition Date: December 19, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (San Angelo)

Judge: Hon. Robert L. Jones

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Ln. Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Harmeet S. Dhillon, president.

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


IAP WORLDWIDE: S&P Cuts CCR to CC On Potential Debt Restructuring
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Cape Canaveral, Fla.-based technical and logistics
services provider IAP Worldwide Services Inc. (IAP) to 'CC' from
'CCC'.  The outlook is negative.

"The downgrade reflects our view that IAP will likely engage in a
distressed exchange that we would consider a de facto
restructuring," said credit analyst Nishit Madlani.  IAP's
operating performance has been weak and S&P understands that the
company has not been able to meet its financial covenants.  S&P do
not expect these covenants to be amended without a restructuring
of the company's debt.

S&P expects IAP will remain subject to declining government
defense spending, and S&P believes management's ability to
diversify into adjacent services will take time and is unlikely to
benefit IAP in the near term.  Significant delays in new awards
and cancellations in key projects (linked to sequestration) could
persist into 2014.

The negative rating outlook reflects the likelihood that S&P will
lower the corporate credit rating to 'SD' (selective default) if
IAP completes an exchange offer or similar restructuring that S&P
would classify as distressed or if it misses an interest payment.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that S&P previously downgraded in August. At the time, it
said IAP has a "very aggressive financial policy since 2005 that
promotes the owners' interests above those of other stakeholders."

Cape Canaveral, Florida-based IAP is controlled by Cerberus
Capital Management LP, although Cerberus doesn't have a majority
of the board, according to S&P.


INT'L FOREIGN EXCHANGE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
International Foreign Exchange Concepts, L.P., a debtor-affiliate
of International Foreign Exchange Concepts Holdings, Inc. filed
with the Bankruptcy Code its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $67,833,917
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $690,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $50,664,154
                                 -----------      -----------
        TOTAL                    $67,833,917      $51,354,154

A copy of the schedules is available for free at
http://bankrupt.com/misc/INTERNATIONALFOREIGNLPsal.pdf

As reported in the Troubled Company Reporter on Dec. 9, 2013,
International Foreign Exchange Concepts Holdings disclosed
$1,621,636 in assets and $79,165,548 in liabilities as of the
Chapter 11 filing.

            About International Foreign Exchange

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


INT'L FOREIGN EXCHANGE: Withers Bergman Approved as Tax Counsel
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized International Foreign
Exchange Concepts Holdings, Inc., et al., to employ Withers
Bergman LLP, as their special corporate, regulatory and tax
counsel.

As reported in the Troubled Company Reporter on Nov. 27, 2013,
Jefirey A. Blomberg, Esq., attested that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm will provide these services:

   a. provide general assistance to the Debtors with respect to
      historic transactions, including:

      -- asset and liability analyses, the 2006 and 2010 unsecured
         revenue share transactions with AMF-FXC Finance, LLC;

      -- employment agreements and non-compete agreements which
         involve one or more of the Debtors, and

      -- previous transactions with John Taylor; and

   b. analysis of tax attributes and obligations of the Debtors,
      including:

      -- determination of realization of cancellation of
         indebtedness income, if any;

      -- determination of whether any cancellation of indebtedness
         income may be excluded from income under Section 108
         of the Internal Revenue Code (as amended, the "IRC"):

      -- determination of extent of the Debtors' insolvency for
         tax purposes;

      -- determination of amount of the Debtors' tax attributes
         subject to reduction pursuant to IRC Sections 108 and
         1017;

     -- determination of the Debtors' net operating losses and
        carry forwards, if any;

     -- determination of allocation of tax items among the
        Debtors' partners, members and stockholders;

     -- determination of pre-petition and post-petition tax items;

     -- determination of pre-petition and post-petition tax filing
        requirements; and

     -- advising the Debtors on application of stay of collection
        to any pending or post-petition tax collection activities.

The firm's hourly rates are:

        Professionals                  Rates
        -------------                  -----
        Partners                $625/hour to $825/hour
        Counsel/Associates      $375/hour to $745/hour
        Senior Paralegals                    $315/hour

From Sept. 4, 2013, through Oct. 11, 2013, the Debtors paid
Withers retainers in the aggregate amount of $110,000, which
retainers were and will be applied on account of fees for
professional services and actual out of pocket costs and expenses
incurred in representing the Debtors in the contemplation of and
in connection with these Chapter 11 cases.

While Withers holds a substantial claim against the Debtors for
work completed prior to the Petition Date (as set forth in the
Debtors' respective lists of 20 largest creditors.

Withers is currently owed over $90,000 from by the Debtors.
However, the Debtors said in court papers indicate the firm does
not represent or hold any interest adverse to the Debtors or their
estates with respect to the matters for which it would be
retained.

            About International Foreign Exchange

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.

International Foreign Exchange Concepts, L.P. disclosed
$67,833,917 in assets and $51,354,154 in liabilities as of the
Chapter 11 filing.


JELD-WEN INC: S&P Revises Outlook to Stable & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
its corporate credit rating on JELD-WEN inc. to stable from
positive and affirmed all its ratings on the company, including
its 'B' corporate credit rating.

The outlook revision to stable from positive reflects JELD-WEN's
weaker-than-expected EBITDA performance for 2013, due to temporary
higher operating costs associated with a strong increase in sales
and production in the company's U.S. businesses.  In the second
and third quarters of 2013, JELD-WEN experienced a nearly 25%
increase in U.S. sales due primarily to stronger demand from
homebuilders (as well as increased demand from home improvement
centers) for windows and doors.

However, JELD-WEN incurred higher-than-expected labor costs,
overtime, and scrap expense as it ramped up production to meet
this increase in demand.  In addition, S&P understands that
finding, training, and retaining new labor proved more difficult
than originally anticipated.  S&P notes that other manufacturers
in the building materials sector also experienced this trend.  S&P
expects that these additional expenses, along with some
unfavorable sales mix trends (a higher percentage of lower margin
products sold) will cause EBITDA to be down about 10% in 2013
compared with the previous year.  This is well below S&P's
expectations. (Note: JELD-WEN is privately held and does not
publicly disclose financial information.)

"Despite high leverage, we expect that EBITDA will comfortably
cover interest expense over the next 12 months and that liquidity
will remain adequate," said Standard & Poor's credit analyst
Thomas Nadramia.

Although S&P considers a downgrade over the next 12 months to be
unlikely, it could lower the ratings if the U.S. housing recovery
stalls and the company's liquidity position experienced
significant deterioration or reduced cushion under bank loan
covenants resulting in a "less than adequate" or "weak" liquidity
assessment.

S&P could raise the rating within 12 months if leverage were less
than 5x EBIDTA (including adjustments) and it expected leverage to
remain below 5x, in accordance with its view of an "aggressive" or
better financial risk profile and in accordance with S&P's
methodology for companies owned by financial sponsors.  This could
occur if new home construction and remodeling exceeded S&P's
current forecast and Europe began to recover from recession,
causing the company's EBITDA to meaningfully outperform its base-
case projections.


KEYWELL LLC: Creditors Sue Officers and Directors
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Keywell LLC creditors' committee sued company
shareholders, officers and directors seeking the recovery of
$63.7 million in allegedly improper dividends, among other things.

According to the report, the committee's complaint lays out what
it calls "improper self-dealing" going back six years that sapped
the company of "desperate needed resources."

The committee also seeks to subordinate loans owing to company
insiders.

                       About Keywell L.L.C.

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

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

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


LAS VEGAS SANDS: Fitch Affirms 'BB+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings affirms the Las Vegas Sands Corp's (LVS Corp) Issuer
Default Rating (IDR) at 'BB+' and maintains the Rating Outlook at
Positive following the company's announcement that it will no
longer be pursuing its proposed integrated resort development in
Spain. Fitch also affirms the company's credit facilities at its
U.S., Macao and Singapore subsidiaries at 'BBB-'.
Key Rating Drivers:

LVS's cancelation of its plan in Spain reinforces Fitch's Positive
Outlook on the company's IDR and increases the likelihood of the
company's being upgraded to investment grade within the next 12-24
months. The risks associated with the project included its large
scope and Spain being an untested market for largescale casino
resorts amidst a weak economic environment in Europe. The company
was considering spending up to $36 billion to develop the project
over multiple phases.
The risks were amplified by a chance that the project could have
overlapped with other largescale projects in Asia, the timing of
which is uncertain and hinges on the legalization and licensing
processes in the relevant jurisdictions (e.g. Japan, Korea, etc.).
The Spain project was seen by Fitch as one of the more significant
impediments to an upgrade to investment grade when Fitch affirmed
LVS's IDR at 'BB+' and revised the Rating Outlook to Positive
earlier this month.

The critical factor Fitch will be monitoring when considering an
upgrade in the IDR to 'BBB-' will be LVS continuing to establish a
long-term track record of maintaining prudent financial policies
with respect to maintaining low leverage while returning cash to
shareholders and developing its next project in Macao.

Fitch will be looking for the company to maintain ample financial
flexibility with respect to liquidity and/or low leverage in
anticipation of potential new development opportunities such as
Japan and/or Korea.

With consolidated gross/net leverage at less than 3x/2x and a free
cash flow (FCF; after regular dividends) run-rate in excess of $1
billion, Fitch believes that LVS's credit profile has the
flexibility for maintaining an investment grade IDR even in a
scenario of taking on multiple largescale projects at the same
time and/or, to a point, ramping up shareholder value initiatives
further.

Financial ratios have been aided by strong performance in Macao
and lack of meaningful growth capex. Macao property EBITDA for the
LTM period ending Sept. 30, 2013 grew by 49% to $2.7 billion, well
exceeding Fitch's initial base case for 2013 of $2 billion. Growth
capex has been moderating as LVS has been winding down work on
Sands Cotai Central and the construction on the $2.7 billion
Parisian capex spending is in the early stages of ramping up.

For 2014, Fitch expects Macao growth to moderate (15% growth in
EBITDA per Fitch's base case) and the construction of the Parisian
to ramp up ($1.8 billion of total capex for 2014 projected by the
company). Therefore, the next 12 months could be a better gauge of
LVS's financial policy with respect to balancing shareholder-
friendly activity with maintaining low leverage.

Fitch's sensitivity analysis, which incorporates run-rate annual
dividends and share buybacks at $2.2 billion and $900 million,
respectively, allows for ample financial flexibility to
accommodate the aforementioned development uncertainty.

If the company increases leverage due to a ramp-up of shareholder-
friendly activity, there will be less cushion relative to Fitch's
sensitivity analysis and could preclude an upgrade.

Besides having only a short track record of maintaining a strong
balance sheet, and lacking public financial policy guidance,
governance related concerns include lack of a corporate level CFO
and the FCPA investigations conducted by Department of Justice and
Securities and Exchange Commission.

Rating Sensitivities:

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

-- Maintaining leverage below 4x on a gross basis and 3x on a net
basis for an extended period with some cushion relative to
potential new development opportunities;
--Keeping to its articulated financial policies including
contributing at least 25% equity towards projects;
-- Favorable resolution of inquiries and lawsuits related to
governance matters discussed above.

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

-- Leverage exceeding 5x on a gross basis and 4x on a net basis
for an extended period, likely driven by pursuing multiple
largescale projects at once;
-- Deviating from to its articulated financial policies including
contributing at least 25% equity towards projects; ---Loss of a
license/concession as a result of inquiries related to governance
matters discussed above.

The one-notch uplift on the LVS LLC secured credit facility could
be reconsidered if the company does not maintain ownership of
international assets, and standalone leverage remained high at the
U.S. restricted group.

Fitch affirms the following ratings:

Las Vegas Sands Corp.
-- IDR at 'BB+', Outlook Positive.

Las Vegas Sands LLC
-- IDR at 'BB+', Outlook Positive;
-- US$1.25 billion secured revolving credit facility at 'BBB-';
-- US$2.25 billion secured term loan B at 'BBB-'.

Sands China Ltd. (Sands China)
-- IDR at 'BB+', Outlook Positive.

VML US Finance LLC (VML US)
-- IDR at 'BB+', Outlook Positive;
-- US$500 million Macao secured revolving credit facility at
   'BBB-';
-- US$3.2 billion Macao secured term loan at 'BBB-'.

Marina Bay Sands Pte. Ltd. (MBS)
-- IDR at 'BB+', Outlook Positive;
-- SGD 500 million Singapore secured revolving credit facility at
   'BBB-';
-- SGD 4.6 billion Singapore secured term loan at 'BBB-'.


LAWRENCEVILLE HOUSING: S&P Lowers Rating on Revenue Bonds to 'CCC'
------------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating on Lawrenceville Housing Authority, Ga.'s series 1997
multifamily housing revenue bonds, issued for the Knollwood Park
Apartments project, by 16 notches to 'CCC' from 'AA+'.  The
outlook is negative.  The bonds are secured by a Fannie Mae pass-
through certificate.

"The lowering of the rating reflects our view of the project's
inability to pay full and timely debt service on the bonds, up to
and including the remarketing date of June 1, 2015," said Standard
& Poor's credit analyst Santos Souffront.

The lowered rating reflects Standard & Poor's view of:

   -- The 99.04% asset-to-liability ratio as of Dec. 12, 2013; and

   -- The revenues from mortgage debt service payments and
      investment earnings that are insufficient to pay full and
      timely debt service on the bonds plus fees up to and
      including the remarketing date.

The aforementioned credit weaknesses are partially mitigated by
Standard & Poor's view of:

   -- The investments held pursuant to a guaranteed investment
      contract with Financial Guaranty Insurance Co. guaranteed by
      General Electric Capital Corp.; and

   -- The strong credit quality of the Fannie Mae pass-through
      certificate.

"The negative outlook reflects our view of total assets that are
insufficient to meet required parity levels, and our anticipation
of their further deterioration," Mr. Souffront added.  "We also
expect debt service coverage to be inadequate on the remarketing
date. However, if parity returns to at least 100%, and there are
sufficient funds available on the remarketing date, we could raise
the rating."


LEHMAN BROTHERS: Asks Court to Enforce Stay Against Picbengro
-------------------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to enforce
the so-called automatic stay against Picbengro, LLC.

The move came after Picbengro sued Holdings and Lehman Commercial
Paper Inc. in the Superior Court of the State of California.  The
complaint alleges claims against the Lehman units tied to the 2004
acquisition and continued management of a company, which
indirectly owns The Culver Studios located in California.

Picbengro, which owns 10% of that company, accused the Lehman
units of breach of fiduciary duty in forming and managing certain
companies in The Culver Studios' ownership structure.

Attorney for Lehman, Jacqueline Marcus, Esq., at Weil Gotshal &
Manges LLP, in New York, said Picbengro violated the automatic
stay when it sued Lehman for pre-bankruptcy claims.

"The automatic stay bars any attempts to assert prepetition
claims against LBHI or LCPI, including the commencement of a
lawsuit in state court, such as the Picbengro action," Ms. Marcus
said in a court filing.

Under Section 362 of the Bankruptcy Code, the filing of a
bankruptcy case triggers an injunction against the continuance of
an action by any creditor against the debtor or its property.
The automatic stay gives the debtor protection from its creditors
subject to the oversight of the bankruptcy judge.

Ms. Marcus asked the bankruptcy judge to enjoin Picbengro from
asserting its pre-bankruptcy claims, and force the company to
either dismiss or amend its complaint to remove those claims
against Lehman.

A court hearing is scheduled for January 29.  Objections are due
by January 13.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Asks Court to Allow IRS to Amend Claims
--------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to authorize the Department of the Treasury-Internal
Revenue Service to file amended proofs of claim.

The agency previously filed eight claims, which assert more than
$2.3 billion against Lehman and its subsidiaries.  On Dec. 10,
2013, the agency amended the original claims as a result of an
earlier agreement it signed with Lehman, which limits the reserves
that would have to be maintained for those claims.

The amended claims to be filed by the agency only seek payment of
not more than $510 million, which would reduce reserves maintained
for the claims by as much as $1.8 billion, according to court
filings.

A list of the original and amended claims is available without
charge at http://is.gd/4ZvTg1

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Opposes Black Diamond Bid for Access to Docs
-------------------------------------------------------------
Lehman Brothers Holdings Inc. is blocking efforts by Black Diamond
Offshore Ltd. and Double Black Diamond Offshore Ltd. to win court
approval to access documents related to two ISDA master agreements
with the company's affiliates.

Garrett Fail, Esq., at Weil Gotshal & Manges LLP, in New York,
said the claimants seek "discretionary authority to take
extensive discovery to advance the allowance of two proofs of
claim as to which no objection is pending."

"Black Diamond's request for discovery is not ripe," the Lehman
lawyer said in a court filing.  "Discovery by a creditor in
connection with a claim that is not subject to an objection is
premature."

The claimants want a turnover of all documents reflecting
derivative transactions completed pursuant to the agreements, and
documents related to the guarantees drafted or issued by Lehman in
connection with the agreements.

The ISDA master agreements were terminated early after Lehman
filed for bankruptcy protection in 2008, according to the
claimants which are owed more than $15.8 million pursuant to the
guarantees.

Black Diamond and DBDO are represented by:

     Angela J. Somers, Esq.
     Reid Collins & Tsai LLP
     One Penn Plaza, 49th Floor
     New York, NY 10119
     Tel: (212) 344-5200
     Fax: (212) 344-5299
     Email: asomers@rctlegal.com

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: EFETnet Defends Bid to File Late Claim
-------------------------------------------------------
EFETnet B.V. defended its request to file a claim against Lehman
Brothers Commodity Services Inc. or to have its previously filed
claim against Lehman Brothers Inc. reclassified as a claim against
LBCS.

Lehman asked the U.S. Bankruptcy Court in Manhattan to deny the
claimant's request, saying it was properly served with a notice of
the deadline for filing claims contrary to its allegation that it
did not receive a notice from LBCS.

Eric Moser, Esq. -- emoser@r3mlaw.com -- at Rich Michaelson
Magaliff Moser LLP, in New York, said in a court filing that
EFETnet "received and timely returned a preformatted proof of
claim form" from LBI.

"Having received and complied with the notice of bar date in the
LBI case, EFETnet's confusion about the need to file a separate
proof of claim in the LBCS case is readily understandable,"
Mr. Moser said, adding that the "resulting neglect in appreciating
the need for filing a separate claim against LBCS should therefore
be excused."

Mr. Moser further argued that allowing the claim won't prejudice
the Lehman units due to its "exceedingly small size."

EFETnet in 2009 filed a $49,155 claim against LBI based on two
unpaid invoices issued to LBCS for use of its proprietary
software.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: LBI Trustee, Bank of Tokyo Settle Claim
--------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage signed
an agreement to settle the JPY2.67 billion claim of the Bank of
Tokyo-Mitsubishi UFJ, Ltd.

Under the agreement, the bank can assert a general unsecured claim
against the brokerage in the amount of $25.05 million.  The deal
is formalized in a six-page stipulation, which is available for
free at http://is.gd/rdcBUP

Hughes Hubbard & Reed LLP, the trustee's legal counsel, was slated
to present the agreement to Judge James Peck for signature on
Dec. 20.  Objections were due Dec. 19.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Allows Wells Fargo to Pursue Bay Shore Property
----------------------------------------------------------------
Lehman Brothers Holdings Inc. signed an agreement that allows
Wells Fargo Bank, N.A., to exercise its legal rights against a
real property in Bay Shore, New York.

Wells Fargo in September 2012 commenced a foreclosure action in
New York Supreme Court, seeking judgment invalidating Lehman's
interest in the property.  The case, however, was halted by the
so-called automatic stay, an injunction that halts actions by
creditors against a company in bankruptcy protection.

Weil Gotshal & Manges LLP, Lehman's legal counsel, will present
the agreement to Judge James Peck for signature on Dec. 27, 2013.
Objections are due by Dec. 26.

A full-text copy of the agreement is available without charge at
http://is.gd/YsMluz

Wells Fargo is represented by:

     David Dunn, Esq.
     Brian Grieco, Esq.
     Hogan Lovells US LLP
     875 Third Avenue
     New York, NY 10022
     Tel: (212) 918-3000
     Fax: (212) 918-3100
     E-mail: david.dunn@hoganlovells.com
             brian.grieco@hoganlovells.com

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: FHFA Dispute Goes to District Court
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a dispute over whether Lehman Brothers Holdings Inc.
must pay $1.2 billion in cash to the Federal Housing Finance
Agency raises legal questions that are to be decided in federal
district court, a judge said.

According to the report, U.S. District Judge Lorna G. Schofield in
Manhattan ruled on Dec. 17 that she would consider the matter
after U.S. Bankruptcy Judge James Peck first reports what he
thinks. Judge Peck, however, won't be around to offer his two
cents because he is retiring.

A provision in the 2008 Housing and Economy Recovery Act gives the
FHFA the right to set aside any transfers intended to hinder,
delay or defraud Freddie Mac. In its capacity as conservator for
Freddie Mac, the agency filed a $1.2 billion claim in Lehman's
bankruptcy and sought payment in full, not treatment as an
unsecured creditor entitled to only a fraction of the claim.

Lehman and the agency reached an interim settlement in the process
of confirming the defunct New York-based bank's Chapter 11 plan.
The settlement set aside $1.2 billion in cash pending the outcome
of the classification dispute.

The trust under Lehman's Chapter 11 plan asked the bankruptcy
court in September to classify the FHFA as a general unsecured
creditor, not a priority creditor entitled to full payment. The
agency asked Judge Schofield to remove the dispute from bankruptcy
court and decide it herself.

Judge Schofield ruled that the matter requires removal from
bankruptcy court because it involves non-bankruptcy federal law,
specifically the Recovery Act. Still, she asked Judge Peck to
submit an initial report and recommendation because he's familiar
with the case and is an expert on challenges to priority.

After Judge Peck supplies his report and recommendation, Judge
Schofield will make her own independent decision, unencumbered by
the bankruptcy judge's conclusions of fact or law.

As it turns out, though, Judge Peck won't be around to issue the
report. Last week he announced he will retire from the bench at
the end of January. The Lehman case will be reassigned to U.S.
Bankruptcy Judge Shelley C. Chapman.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIGHTSQUARED INC: Harbinger Asks Court to Approve Revised Plan
--------------------------------------------------------------
Harbinger Capital Partners, LLC, has filed a motion seeking court
approval of latest revisions to the Chapter 11 plan it proposed
for LightSquared.

In the court filing, the investment firm asked U.S. Bankruptcy
Judge Shelley Chapman to approve "immaterial" revisions to the
plan without the need for further solicitation of votes.

The latest plan proposes only two modifications.  It provides that
upon satisfaction of certain conditions, proceeds from additional
financing will satisfy a portion, if not all, of the claims
asserted by lenders or administrative agent under a 2010 credit
agreement through the distribution of cash rather than new notes.

The revised plan also provides for the subordination of the claims
asserted by Dish Network Corp. Chairman Charles Ergen and several
other parties.

David Friedman, Esq., at Kasowitz Benson Torres & Friedman LLP, in
New York, said there is no need for further solicitation of votes
since the revisions "do not adversely affect any holder of a claim
or equity interest" in LightSquared.

"Each and every stakeholder under the modified Harbinger plan is
receiving either exactly the same, or better, treatment as
compared with the Harbinger plan," Mr. Friedman said, referring to
the original plan filed in August.

A copy of the revised plan is available without charge at
http://is.gd/6QjvJb

Unlike the two rival plans filed by LightSquared and a group of
lenders, the plan proposed by Philip Falcone's investment firm
calls for the restructuring of the wireless-satellite company
without a sale.

LightSquared and its affiliates that are also in bankruptcy
protection will continue to exist after the effective date of the
plan as separate entities, and will maintain their pre-bankruptcy
organizational structure.

Judge Chapman will hold a hearing on Dec. 23 to consider approval
of the proposed revisions.

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Cancels Auction for One Dot Six Unit
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. filed a notice in bankruptcy court
canceling the Dec. 19 auction for the One Dot Six unit.

According to the report, previously, the company's special board
committee canceled what would have been an auction for
LightSquared's main assets.

The developer of a satellite-based wireless communications system
said in the court filing that it was pursuing an "alternative
transaction" regarding One Dot Six, the same explanation given
when the main auction as canceled.

There are four reorganization plans whose proponents are vying to
take over the business. A confirmation hearing is scheduled for
Jan. 9 where the bankruptcy judge in New York will decide which
one is worthy of approval.

                      About LightSquared Inc.

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

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

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

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


LILY GROUP: Committee Balks at Use of Carve Out to Pay Retainer
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Lily Group, Inc., objected to the Debtor's motion to
employ Tucker Hester Baker & Krebs, LLC, as counsel and authorize
application of retainer.

The Committee objected to the proposed use of the carve out as a
retainer for the payment of the Debtors' counsel because the
Committee had not been formed nor had it engaged proposed counsel
when the carve out was negotiated.  The Committee does not object
to the Debtor's retention of Tucker Hester as counsel.

Faegre Baker Daniels LLP, the Committee's counsel, has had
informal discussions with both THBK and counsel to LC Energy
Holdings LLC regarding the carve out and its use and believes
there is agreement that the Committee counsel's fees may be paid
from the carve out, subject to reaching an agreement on any pro
rata application between the Debtor's and Committee's counsel and
subject to any further approval by the Court.

To preserve its rights to seek payment of its counsel from the
carve out as may be agreed or ordered, the Committee filed this
limited objection to the application.

As reported in the Troubled Company Reporter on Oct. 28, 2013,
Tucker Hester will, among other things:

   (a) give legal advice to the Debtor with respect to its powers
       and duties as debtor-in-possession and management of its
       property;

   (b) take necessary action to avoid the attachment of any lien
       against the Debtor's property threatened by secured
       creditors holding liens;

   (c) prepare on behalf of the Debtor as debtor-in-possession
       necessary petitions, answers, orders, reports, and other
       legal papers; and

   (d) perform all other legal services for the Debtor as debtor-
       in-possession which may be necessary, inclusive of
       the preparation of petitions and orders respecting the sale
       or release of equipment not found to be necessary in the
       management of its property, to file petitions and orders
       for the borrowing of funds; and it is necessary for the
       Debtor to employ counsel for such professional services.

Tucker Hester professionals will be paid at these hourly rates:

       Attorneys                 Rate
       ---------                 ----
       William J. Tucker         $425
       Joseph W. Hammes          $400
       John K. McDavid           $350
       Christopher E. Baker      $350
       Jeffrey M. Hester         $325
       Niccole R. Sadowski       $300
       Courtney E. Chilcote      $250
       Bradley J. Buchheit       $250
       Daniel A. Tucker          $250

       Paralegals                Rate
       ----------                ----
       Kathy Shamblin            $125
       Tracy Wilkerson           $125
       Christine Ball            $125
       Michelle Murray           $125
       Rachel Bell               $125
       Tricia Hignight           $125
       Donna Adams               $125
       Selena Watson             $125
       Tammy Hudelson            $125
       Becca Taylor              $125
       Marsha Hetser             $125
       John J. Allman            $250

Tucker Hester will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Tucker Hester will receive an initial retainer in the sum of
$50,000 out of cash collateral and the DIP financing post-filing.

David R. Krebs, member of Tucker Hester, 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 Lily Group Inc.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23 in Terre Haute,
listing assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.

U.S. Trustee Nancy J. Gargula appointed four members to the
official committee of unsecured creditors in the Chapter 11 cases
of Lily Group Inc. Faegre Baker Daniels LLP represents the
Committee.


LILY GROUP: Has Access to Cash Collateral Until Dec. 31
-------------------------------------------------------
The Hon. Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana issued a third interim order
authorizing Lily Group, Inc. to (i) use cash collateral pledged to
LC Energy Holdings LLC, as assignee of Platinum Partners Credit
Opportunities Master Fund LP; and (B) enter into Debtor-In-
Possession financing agreement.

The Debtor is authorized to use cash collateral until Dec. 31,
2013, unless extended by further Court order or upon the agreement
of Holdings and the Debtor.

As of Aug. 26, 2013, Holdings alleges the Debtor owed the sum of
$18,000,879 under the terms of the loan documents.

To continue the operation of its business during the Chapter 11
reorganization process, the Debtor represented it must utilize
cash collateral pledged to Holdings and borrow additional funds
from Holdings to pay postpetition obligations incurred by Debtor
in the ordinary course of its business.

Holdings indicated a willingness to loan funds to the Debtor, and
the Debtor represented that it is presently unable to obtain, in
the ordinary course of business or otherwise, unsecured credit
allowable under Section 503(b)(1) of the Code as an administrative
expense.

                      About Lily Group Inc.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23 in Terre Haute,
listing assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.

U.S. Trustee Nancy J. Gargula appointed four members to the
official committee of unsecured creditors in the Chapter 11 cases
of Lily Group Inc. Faegre Baker Daniels LLP represents the
Committee.


LITTLEFIELD, TX: S&P Raises LongTerm Rating From 'BB'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating and
underlying rating (SPUR) to 'BBB-' from 'BB' on the City of
Littlefield, Texas' outstanding general obligation (GO) debt.  The
outlook is stable.

"The raised rating is based on the city's implementation of
several revenue enhancement measures and expenditure cuts that
have continued to improve its financial position and ability to
meet its long-term debt obligations, as well as our recently
released local GO criteria," said Standard & Poor's credit analyst
Lauren Spalten.

The ratings reflect S&P's assessment of the following factors for
the city:

   -- A very weak economy,
   -- Strong budgetary flexibility,
   -- Weak budgetary performance,
   -- Adequate liquidity,
   -- Adequate management conditions, and
   -- A very weak debt and contingent liabilities profile.


LOEHMANN'S HOLDINGS: Has Interim OK to Use Cash Collateral
----------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York issued two separate orders giving Loehmann's
Holdings Inc., et al., interim authority to use the Cash
Collateral of Wells Fargo Bank, National Association, as
administrative agent and collateral agent to the March 2011
Prepetition Credit Facility and the Cash Collateral of the lenders
under the Second and Third Credit Agreements.

The use of the First Priority Cash Collateral will terminate until
expiration of the Remedies Notice Period or Jan. 13, 2014.  The
Debtors' use of the Wells Fargo Cash Collateral until the payment
in full of the Wells Fargo Revolving Credit Claims.

The use of the Junior Priority Cash Collateral will terminate
until either the indefeasible payment in full of (A) the
outstanding obligations owed to the First Lien Secured Creditor
and (B) all First Lien Adequate Protection Obligations or Jan. 17,
2014.  The Debtors' use of the Junior Priority Secured Creditors'
Cash Collateral may also termination upon expiration of the
Remedies Notice Period or the dismissal of any of the Chapter 11
Cases or conversion of the Chapter 11 Cases to a Chapter 7 case,
or the appointment of a Chapter 11 trustee or examiner.

As adequate protection, the First Priority Prepetition Lender will
be granted replacement liens, which will be subject, during the
interim period, to a carve out for (a) any quarterly or other fees
payable to the U.S. Trustee and (b) the reasonable fees and
expenses incurred by any trustee appointed by the Court, not to
exceed $25,000 in the aggregate.

The Second Lien Replacement Liens and the Third Lien Replacement
Liens will be subject to a carve-out for (a) any quarterly or
other fees payable to the U.S. Trustee; (b) the reasonable fees
and expenses incurred by a Chapter 7 trustee, the carve-outs not
to exceed $100,000.

DSW Leased Business Division LLC, aka Affiliated Business Group,
objected to the language included in Cash Collateral Order and
suggested that the replacement liens granted to the Prepetition
Lenders will not attach to any property that is being held by the
Debtors.  DSW also objected to the Cash Collateral Motion because
it does not clearly acknowledge or protect DSW's ownership
interest in and to the merchandise that are being held by the
Debtor on consignment at the covered stores.  Michael R. Dal Lago,
Esq. -- mdallago@hahnlaw.com -- and Nancy A. Valentine, Esq. --
navalentine@hahnlaw.com -- at HAHN LOESER & PARKS LLP, in Naples,
Florida; and Leslie Berkoff, Esq. -- lberkoff@moritthock.com -- at
MORITT HOCK & HAMROFF LLP, in Garden City, New York.

The hearing to consider final approval of the Debtors' request for
use of the Secured Creditors' Cash Collateral is scheduled for
Jan. 16, 2014, at 2:00 p.m. (ET).  Objections must be filed on or
before Jan. 9.

A full-text copy of the First Priority Interim Cash Collateral
Order, together with the 13-week cash flow budget, is available at
http://bankrupt.com/misc/LOEHMANNcashcol64.pdf

A full-text copy of the Junior Priority Interim Cash Collateral
Order, together with the 13-week cash flow budget, is available at
http://bankrupt.com/misc/LOEHMANNcashcol65.pdf

                         About Loehmann's

Discount retailer Loehmann's Holdings Inc., and two affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
13-14050) on Dec. 15, 2013.

This is Loehmann's third bankruptcy filing, but this time it will
be a liquidation with going-out-of-business sales.

The first bankruptcy was a 14-month Chapter 11 reorganization
completed in September 2000.  At the time the chain had 44 stores
in 17 states.  The second bankruptcy culminated in a
reorganization plan implemented in March 2011.  It was acquired by
Istithmar in July 2006 in a $300 million transaction.

Loehmann's, based in the Bronx borough of New York City, operated
39 stores in 11 states as of the 2013 bankruptcy filing.

In the new Chapter 11 case, Loehmann's disclosed assets and debt
both totaling $96.7 million.  The debt includes $4.3 million on a
first-lien credit agreement with Wells Fargo Bank NA as agent, not
including about $9 million in letters of credit.

Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP,
serves as counsel to the Debtors; Canaccord Genuity Inc. is the
investment banker; Clear Thinking Group LLC is the restructuring
advisor; and Epiq Bankruptcy Solutions LLC is the claims and
notice agent.


LOEHMANN'S HOLDINGS: Jan. 3 Going-Out-of-Business Auction Set
-------------------------------------------------------------
Loehmann's Holdings Inc., et al., obtained interim approval from
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York to a sale process where a joint venture
composed of SB Capital Group, LLC, Tiger Capital Group, LLC, and
A&G Realty Partners, LLC, will liquidate the assets, absent higher
and better offers and an auction to be conducted on Jan. 3, 2014.

The Stalking Horse Bidder's bid sets a "floor" on bids for the
Assets by providing a purchase price of: (i) $19 million in cash
subject to certain adjustments; (ii) 25% of any net proceeds
received or realized by the Stalking Horse Bidder in respect of
any sale or other disposition of Additional Agent Merchandise;
(iii) 75% of the portion of proceeds of the sale of certain
Consignment Goods; (iv) 25% of net proceeds received or realized
by the Stalking Horse Bidder in respect of any Disposition of
Intellectual Property and Real Property Leases; and (v) assumption
of the other Assumed Liabilities.

The deadline for submitting a Qualified Bid will be Dec. 31, 2013,
at 12:00 p.m. (noon)(prevailing Eastern Time).  If a bidder other
than the Stalking Horse Bidder's bid is deemed the best bid during
the auction, the Stalking Horse Bidder will be paid a break-up fee
in the amount of $250,000 and reimburse expenses not to exceed
$200,000, plus the costs and expenses of acquiring signage and
other advertising and promotional material in connection with the
sales.

The Court will consider approval of the sale to the successful
bidder and consummation of the sales on Jan. 7, 2014, at 2:00 p.m.
(prevailing Eastern Time).

                         About Loehmann's

Discount retailer Loehmann's Holdings Inc., and two affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
13-14050) on Dec. 15, 2013.

This is Loehmann's third bankruptcy filing, but this time it will
be a liquidation with going-out-of-business sales.

The first bankruptcy was a 14-month Chapter 11 reorganization
completed in September 2000.  At the time the chain had 44 stores
in 17 states.  The second bankruptcy culminated in a
reorganization plan implemented in March 2011.  It was acquired by
Istithmar in July 2006 in a $300 million transaction.

Loehmann's, based in the Bronx borough of New York City, operated
39 stores in 11 states as of the 2013 bankruptcy filing.

In the new Chapter 11 case, Loehmann's disclosed assets and debt
both totaling $96.7 million.  The debt includes $4.3 million on a
first-lien credit agreement with Wells Fargo Bank NA as agent, not
including about $9 million in letters of credit.

Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP,
serves as counsel to the Debtors; Canaccord Genuity Inc. is the
investment banker; Clear Thinking Group LLC is the restructuring
advisor; and Epiq Bankruptcy Solutions LLC is the claims and
notice agent.


LOEHMANN'S HOLDINGS: Has Until Jan. 28 to File Schedules
--------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended the time within which Loehmann's
Holdings Inc. and its debtor affiliates must file their schedules
of assets and liabilities and statements of financial affairs
until Jan. 28, 2014.

                         About Loehmann's

Discount retailer Loehmann's Holdings Inc., and two affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
13-14050) on Dec. 15, 2013.

This is Loehmann's third bankruptcy filing, but this time it will
be a liquidation with going-out-of-business sales.

The first bankruptcy was a 14-month Chapter 11 reorganization
completed in September 2000.  At the time the chain had 44 stores
in 17 states.  The second bankruptcy culminated in a
reorganization plan implemented in March 2011.  It was acquired by
Istithmar in July 2006 in a $300 million transaction.

Loehmann's, based in the Bronx borough of New York City, operated
39 stores in 11 states as of the 2013 bankruptcy filing.

In the new Chapter 11 case, Loehmann's disclosed assets and debt
both totaling $96.7 million.  The debt includes $4.3 million on a
first-lien credit agreement with Wells Fargo Bank NA as agent, not
including about $9 million in letters of credit.

Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP,
serves as counsel to the Debtors; Canaccord Genuity Inc. is the
investment banker; Clear Thinking Group LLC is the restructuring
advisor; and Epiq Bankruptcy Solutions LLC is the claims and
notice agent.


LOEHMANN'S HOLDINGS: Employs Epiq as Claims & Noticing Agent
------------------------------------------------------------
Loehmann's Holdings Inc. and its debtor affiliates sought and
obtained authority from Judge Martin Glenn of the U.S. Bankruptcy
Court for the Southern District of New York to employ Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

                         About Loehmann's

Discount retailer Loehmann's Holdings Inc., and two affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
13-14050) on Dec. 15, 2013.

This is Loehmann's third bankruptcy filing, but this time it will
be a liquidation with going-out-of-business sales.

The first bankruptcy was a 14-month Chapter 11 reorganization
completed in September 2000.  At the time the chain had 44 stores
in 17 states.  The second bankruptcy culminated in a
reorganization plan implemented in March 2011.  It was acquired by
Istithmar in July 2006 in a $300 million transaction.

Loehmann's, based in the Bronx borough of New York City, operated
39 stores in 11 states as of the 2013 bankruptcy filing.

In the new Chapter 11 case, Loehmann's disclosed assets and debt
both totaling $96.7 million.  The debt includes $4.3 million on a
first-lien credit agreement with Wells Fargo Bank NA as agent, not
including about $9 million in letters of credit.

Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP,
serves as counsel to the Debtors; Canaccord Genuity Inc. is the
investment banker; Clear Thinking Group LLC is the restructuring
advisor; and Epiq Bankruptcy Solutions LLC is the claims and
notice agent.


LOUDOUN HEIGHTS: Section 341(a) Meeting Scheduled for Jan. 15
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Loudoun Heights,
LLC, will be held on Jan. 15, 2014, at  01:00 p.m. at Office of
the U.S. Trustee (Chapter 11), 115 South Union Street, Suite 208,
Alexandria, Virginia.  Creditors have until April 15, 2014, to
submit their proofs of claim.

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

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

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.


M*MODAL INC: Bank Debt Trades at 15% Off
----------------------------------------
Participations in a syndicated loan under which M*Modal Inc. is a
borrower traded in the secondary market at 85.40 cents-on-the-
dollar during the week ended Friday, December 20, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.23
percentage points from the previous week, The Journal relates.
M*Modal Inc. pays 550 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 20, 2019 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


MICROVISION INC: Receives Nasdaq Listing Deficiency Notice
----------------------------------------------------------
MicroVision, Inc. on Dec. 20 disclosed that it received a notice
on December 17, 2013 from The Nasdaq Stock Market advising the
company that for 30 consecutive business days preceding the date
of the notice the company was not in compliance with the
$50,000,000 minimum market value of listed securities required for
continued listing on The Nasdaq Global Market pursuant to Nasdaq's
listing requirements.  In accordance with Nasdaq's listing rules,
the company has 180 calendar days, or until June 16, 2014, to
regain compliance with this requirement.  This notification is
simply a notice of deficiency, not of imminent delisting, and has
no current effect on the listing or trading of MicroVision's
common stock on The Nasdaq Global Market.

During the 180-day compliance period, MicroVision can regain
compliance if the market value of its listed securities closes at
$50,000,000 or more for a minimum of 10 consecutive business days.
The company could also regain compliance with Nasdaq's continued
listing requirements by reporting stockholders' equity of $10
million or more.  If the company does not regain compliance by
June 16, 2014, Nasdaq will notify the company that its securities
are subject to delisting.

The company's key objectives are to secure customer commitments
under the company's Image by PicoP(R) licensing business model, to
strengthen its supply chain to enable customers to bring products
to market and to aggressively manage cash used in operations.  The
company believes the best way to regain compliance is to
successfully execute on its strategy.

                        About MicroVision

MicroVision 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.
MicroVision's patented display technology helps OEMs break down
display boundaries and offer enhanced visibility to mobile
experiences.  Nearly two decades of research has led MicroVision
to become an independently recognized leader in the development of
intellectual property.  MicroVision's IP portfolio has been
recognized by the Patent Board as a top 50 IP portfolio among
global industrial companies and is also included in the Ocean Tomo
300 Patent Index.  The company is based in Redmond, Wash.


MONTREAL MAINE: Fortress to Bid at Jan. 21 Auction
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an affiliate of Fortress Investment Group LLC will
make the opening bid of $14.25 million when Montreal Maine &
Atlantic Railway Ltd. goes up for auction on Jan. 21.

According to the report, the bankruptcy court in Bangor, Maine,
yesterday approved sale procedures, with competing bids due Jan.
17 and a sale-approval hearing on Jan. 23.

The auction and sale approval are on the schedule recommended by
the railroad's trustee Robert J. Keach and his investment banker
Peter Kaufman from Gordian Group LLC.

"We have every reason to expect a robust auction," Keach said in
an e-mailed statement.

Buyers can bid separately for the U.S. and Canadian assets.  The
trustee and his Canadian counterpart will decide if the best offer
comes from selling the assets together or separately.

Montreal Maine's runaway train killed 47 after derailing and
burning in Lac-Megantic, Quebec in July. Bankruptcies followed in
August in Canada and the U.S. The U.S. side of the bankruptcy has
a trustee, as required when railroads are in reorganization.

The Hermon, Maine-based railroad operates 510 route-miles (820
kilometers) in Maine, Vermont and Quebec. The official lists of
property and debt show assets with a value of $46.1 million and
liabilities totaling $54.4 million, including $38.4 million in
secured claims. The railroad didn't estimate injury, death and
damage claims.

In addition to $28 million owing to the U.S. Federal Railroad
Administration, Wheeling & Lake Erie Railway Co. is owed $6
million, secured by accounts receivable. Trade suppliers are owed
$3.5 million, according to a court filing.

                        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.


NEOMEDIA TECHNOLOGIES: Confirms Termination of Scanbuy's License
----------------------------------------------------------------
NeoMedia Technologies, Inc., issued a letter to Scanbuy, Inc., in
regards to the Settlement and License Agreement originally entered
into between the Company and Scanbuy on Oct. 16, 2009.  The
Agreement was filed with the U.S. Securities and Exchange
Commission on Oct. 20, 2009.  The letter confirms the Company's
Sept. 17, 2013, termination of Scanbuy's license to the Company's
patents due to a material breach of the Agreement by Scanbuy.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $5.62 million in total assets, $118.32
million in total liabilities, all current, $4.81 million in series
C convertible preferred stock, $348,000 in series D convertible
preferred stock and a stockholders' deficit of $117.86 million.


NEW ORLEANS SEWERAGE: Moody's Affirms Ba2 Revenue Bonds Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating to Sewerage
and Water Board of New Orleans' (LA) outstanding Water Revenue
Bonds affecting $30 million. The outlook for the bonds has changed
from negative to positive.

Summary Rating Rationale:

The bonds are secured by a gross pledge of revenues received from
the imposition of water rates. The rating and positive outlook
signal modest improvement in the system's financial position which
is a direct result of significant rate increases that were
established at the end of fiscal 2012, as well as forgiveness of
the system's Special Community Disaster Loan. The rating also
reflects the system's modestly growing customer base, manageable
debt profile with plans for borrowing in fiscal 2014 and 2015, and
adequate debt service coverage. The rating continues to reflect
weak financial metrics and liquidity as rate increases have yet to
have a significant impact on the system's unrestricted reserve
position.

Strengths:

-- Significant rate increases

-- Continued modest growth in customer base

-- Board of Liquidation oversight

-- Forgiveness of Special Community Disaster Loan

Challenges:

-- Weak balance sheet performance

-- Weak liquidity position

-- Plans for additional borrowing

Outlook:

The positive outlook reflects improvement in the system's
financial position which is a direct result of significant multi-
year rate increases that were established at the end of fiscal
2012, as well as forgiveness of the system's Special Community
Disaster Loan. Future credit reviews will examine the impact the
rate increases will have on the system's financial plan
objectives, including building reserves and debt service coverage.

What Could Make the Rating Go UP:

-- Trend of improved financial performance which builds reserves

-- Continued stable growth and diversification of customer base

-- Improved debt service coverage absent one-time revenues

What Could Make the Rating Go DOWN:

-- Prolonged weak financial performance and narrow liquidity

-- Significant increase in debt profile

-- Inability to boost current reserve position


NEXSTAR BROADCASTING: TV Stations Deal No Impact on Moody's B2 CFR
------------------------------------------------------------------
Moody's says the announced plan of Nexstar Broadcasting Group,
Inc. to acquire six television stations in two markets for $37.5
million does not impact the B2 corporate family rating or positive
outlook of Nexstar Broadcasting, Inc. (Nexstar). Moody's does not
believe the acquisition will meaningfully impact credit metrics,
and it would enhance scale and geographic diversification.

Moody's expects the company to fund the transaction with a
combination of internally generated cash and debt. Based on the
small purchase price relative to Nexstar's total debt of
approximately $1.3 billion and the purchase price multiple of 5.9
times, Moody's does not believe it will significantly alter the
company's leverage. Moody's estimates leverage at 5.2 times debt-
to-EBITDA on a two year average basis through September 30 and pro
forma for all announced transactions.

Furthermore, through refinancing activity, Nexstar has reduced its
weighted average cost of debt to approximately 5% from the mid 6%
range in the first half of 2013 and over 7% the prior year. As
such, interest expense does not increase commensurately with the
incremental debt incurred to fund acquisitions, so the EBITDA
gained from stations acquired boosts free cash flow.

The acquisition expands the company's scale and improves
geographic diversification, with the addition of six television
stations in two markets, both of which are new markets, and
Moody's expects cost and revenue synergies to contribute to EBITDA
growth.

Moody's will evaluate the impact of any new financing on ratings
for existing debt as details of the likely long term financing
structure become more clear.

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 72 television stations and 13
related digital multicast signals reaching 41 markets or
approximately 12.1% of all U.S. television households, and its
last twelve months revenue through September 30 was $480 million.
Pro-forma for the completion of all announced transactions and
reflecting the dissolution of JOA in Rochester NY at year end,
Nexstar's portfolio will increase to 108 television stations in 56
markets reaching approximately 16% of all U.S. television
households with estimated two year average revenue of about $600
million.


NNN 3500: Stipulation to Stay District Court Proceedings Approved
-----------------------------------------------------------------
The Bankruptcy Court approved a stipulation regarding the stay of
District Court proceedings in the Chapter 11 cases of NNN 3500
MAPLE 26, LLC, et al.

The stipulation entered between the Debtors and U.S. Bank National
Association -- as trustee, successor-in-interest to Bank of
America, N.A., as trustee for the Registered Holders of Wachovia
Bank Commercial Mortgage Trust, CommercialMortgage Pass-Through
Certificates, Series 2006-C23, by and through CWCapital Asset
Management LLC, solely in its capacity as special servicer --
outlined the scope of automatic stay filed by U.S. Bank.

Pursuant to the stipulation:

   1. The District Court Action is stayed unless and until the
Court enters an order granting relief from the automatic stay with
respect to the Debtor, New Debtors or the Non-Debtor Defendants to
allow the District Court Action to proceed, or the automatic stay
otherwise terminates as to the Debtor and the New Debtors.

   2. The Trust may seek relief from the automatic stay or the
stay granted in the order with respect to any or all of the
Debtor, the New Debtors or the Non-Debtor Defendants at any time.

   3. The stay imposed will be effective immediately upon entry of
an order approving the stipulation.

                      About NNN 3500 Maple 26

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

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

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

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


NNN PARKWAY CORPORATE: Can Access Cash Collateral Until Jan. 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation continuing the interim hearing on the
motion of NNN Parkway Corporate Plaza 3 LLC to (i) use cash
collateral; and (ii) continue existing cash management system.

The stipulation was entered between NNN Parkway Corporate Plaza 3,
LLC, and U.S. Bank National Association -- as Trustee, successor-
in-interest to Bank of America, N.A., as Trustee, successor to
Wells Fargo Bank, N.A., as Trustee for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C23, by and through CWCapital
Asset Management LLC, solely in its capacity as Special Servicer.

Pursuant to the stipulation:

   1. the interim hearing on the cash collateral motion and the
cash management motion will be continued until Jan. 7, 2014, at
10:30 a.m., or the earliest available date that is convenient for
the Court.

   2. The deadlines for opposition and replies on the motions will
be seven days prior to the continued hearing Date scheduled for
Jan. 7.

In a separate order, the Court also approved a stipulation between
the same parties on the Debtor's use of cash collateral until the
date of the continued hearing.

The senior lienholder consents to use of rents generated by the
property, collected by the property manager, deposited into the
Restricted Account or held in any reserve accounts solely to pay
property-level operating expenses necessary to operate the
property during the operative period.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
the Debtor proposes to provide as adequate protection replacement
lien in postpetition assets, subject to a carve-out, use of the
Cash Collateral limited to a budget, and adequate protection
payment in the amount of monthly interest owed under the 2005 Loan
Documents to CW Capital Asset Management, the special servicer to
the 2005 Loan.

The Debtor asked that the replacement liens be subject and junior
to: (i) the payment of professional fees and expenses allowed
under Sections 330 and 331 of the Bankruptcy Code of professionals
engaged by the Debtor and any official committees whose engagement
has been approved by this Court, but not to exceed $250,000 in the
aggregate; and (ii) the fees of the Office of the United States
Trustee pursuant to 28 U.S.C. Section 1930.

U.S. Bank National Association -- the trustee for the registered
holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C23 -- objects to
the Debtor's Cash Collateral Motion, complaining that the Debtor
filed its bankruptcy case to (i) compel the Trust to fund certain
tenant improvement costs that the TIC Investors are unwilling to
pay, and (ii) force the Trust and the non-debtor TIC Investors to
accept a change in the ownership structure of the property and a
modification of the Loan Documents and TIC Agreement.

"The Debtor's use of bankruptcy to orchestrate a hostile takeover
of the ownership interests of the 24 non-debtor owners of the
Property, and to compel the use of Rents to fund leasehold
expenses that are the responsibility of the owners, is manifestly
improper, and should be rejected by the Court," U.S. Bank further
complains.

                         About NNN Parkway

NNN Parkway Corporate Plaza 3, which owns 17.25% tenant-in-common
interest in four parcels in the real property commonly referred to
as Parkway Corporate Plaza, in Roseville, California, sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 14,
2013 (Case No. 13-19322, Bankr. C.D. Calif.).

The Debtor is represented by Scott H.McNutt, Esq., Michael C.
Abel, Esq., and Thomas B. Rupp, Esq., at McNutt Law Group LLP, in
San Francisco, California; and Robert A. Hessling, Esq., and
Matthew F. Kennedy, Esq., at ROBERT A. HESSLING, APC, in Torrance,
California.

U.S. Bank is represented by Keith C. Owens, Esq. --
kowens@venable.com -- and Jennifer L. Nassiri, Esq. --
jlnassiri@venable.com -- at Venable LLP, in Los Angeles,
California.


NORTH AMERICAN BREWERIES: Moody's Cuts CFR & Loan Rating to Caa1
----------------------------------------------------------------
Moody's downgraded North American Breweries' ("NAB") CFR to Caa1
from B2, PDR to Caa1-PD from B2-PD and Senior Secured Term Loan to
Caa1 (LGD4-55%) from B2 (LGD5-54%). The downgrade follows another
weak quarter that exacerbated already weak financial metrics and
liquidity and required an equity cure from its parent, Cerveceria
Costa Rica S.A. (CCR S.A., not rated) to keep it in compliance
with its financial covenants.

Ratings Rationale:

NAB's Caa1 CFR reflects its high financial leverage, weak
liquidity, small scale, declining revenue and limited geographic
diversity relative to large global brewers. Leverage has increased
to 7.4 times as of September 30th, significantly higher than its
mid four times pro-forma leverage following the acquisition by
Florida Ice & Farm Company ("FIFCO"), as volumes have declined for
a number of quarters. Furthermore, significant acquisition
activity over the past few years has led to the creation of the
portfolio as it exists so the longer term track record of managing
the brands remains to be seen.

The company's liquidity is very weak. NAB required an equity cure
to remain in compliance with its 6.0 times maximum total leverage
ratio covenant at 9/30/13 and the covenant steps down to 5.75
times at 12/2013 and 5.5 times at 3/31/2014. Moody's estimates
that NAB's cushion will remain tight and that the tight cushion
will restrict NAB's ability to fully use its revolving credit
facility without an improvement in EBITDA or another equity
injection. Internal liquidity remains weak and is insufficient to
cover all of NAB's cash needs.

NAB's strengths include the support from new owner CCR S.A. ,
which provided the equity cure at the end of the third quarter,
less than one year after acquiring NAB. Moody's considers CCR's
ownership and willingness to provide support as a credit positive,
although not enough to provide a notch of ratings lift. The
company also has a portfolio of brands that have long-term growth
potential including Magic Hat and Labatt. Furthermore, some of
NAB's struggles since the acquisition are one time in nature such
as unusually cold weather in the Northeastern United States, the
NHL lockout, and a quality issue at a production facility for its
Pyramid brand. The company has aggressively cut costs and Capex to
manage through the situation, and plans new innovation and more
marketing spend next year to help reverse the negative trends
experienced in 2013. But the success of these initiatives is as of
yet unknown.

The negative outlook reflects uncertainties around the company's
turnaround plan, as well as Moody's expectation that liquidity
will continue to be tight, leverage will remain high and free cash
flow will likely be negative in 2014.

The rating could be lowered if NAB's liquidity profile continues
to weaken, operating margins decline or free cash flow
deteriorates further.

An upgrade would require improved liquidity, stabilization of
operating profits, volume and revenue and debt to EBITDA that
declines to below 6.0 times.

The following ratings were lowered

- Corporate Family Rating to Caa1 from B2

- $175 million Senior Secured Term Loan due 2018 to Caa1 (LGD 4,
   55%) from B2 (LGD 4, 54%)

- Probability of Default Rating from to Caa1-PD from B2-PD

Headquartered in Rochester, NY, North American Breweries Holdings,
LLC is an independent brewer of beer and other malt beverage
products. Its portfolio of brands include Labatt brands in the US,
Magic Hat, Pyramid, Genessee, Original Honey Brown Lager,
Seagram's Escapes and Mac Tarnahans. NAB also performs contract
brewing on behalf of other companies. The company is owned by
Cerveceria Costa Rica S.A. ("CCR"), a subsidiary of Florida Ice
and Farm Company ("FIFCO") a publicly traded holding company based
in Costa Rica with interests in beer and other beverages as well
as food, retail and other businesses.


OIL STATES: S&P Retains 'BB+' Corp. Credit Rating on Watch Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit and other ratings on Houston-based Oil States International
Inc. remain on CreditWatch with negative implications.  S&P placed
the ratings on CreditWatch on Aug. 19, 2013.

The ratings on Oil States remain on CreditWatch with negative
implications due to the potential for a downgrade upon completion
of the spin-off of the company's accommodations business into a
separate entity.  The company believes that it can execute the
proposed spin-off through a tax-free distribution to its
shareholders during or before the summer of 2014.  The
accommodations business currently generates about half of the
company's EBITDA.

S&P believes that the separation of Oil States' accommodations
business would have a negative impact on the company's
creditworthiness given the diminution of business diversity and
our assessment of the company's other business segments.  In
addition, the capital structure of the future stand-alone company
remains uncertain at this point.

"We will resolve the CreditWatch listing after we conduct a full
assessment of the creditworthiness of the stand-alone Oil States.
In resolving the CreditWatch listing, we will evaluate key issues,
including Oil States' business risk profile, its capital structure
after the transaction, and its financial policy.  We would expect
to either lower or affirm the ratings upon completion of our
review at around the close of the spin-off transaction," said
Standard & Poor's credit analyst Christine Besset.


OVERSEAS SHIPHOLDING: IRS Files $265.9 Million Tax Claim
--------------------------------------------------------
Overseas Shipholding Group, Inc., disclosed in a regulatory filing
with the Securities and Exchange Commission that on Dec. 19, 2013,
the Internal Revenue Service filed with the Bankruptcy Court-
appointed claims agent claim number 1654, an amended proof of
claim, a priority claim against OSG for corporate income tax and
interest for the years 2004, 2005, 2009, 2010 and 2011, in the
amount of $264,277,962.29.

The Amended Proof of Claim amends claim number 82, in the amount
of $463,013,177.63.  The Amended Proof of Claim reflects the
result of extensive discussions between representatives of OSG and
the IRS concerning the calculation of OSG's tax liability and
follows OSG's agreement (subject to Bankruptcy Court approval) on
Dec. 13, 2013 with a notice of proposed adjustment issued by the
IRS, which provides that OSG will include additional taxable
income under Section 956 of the Internal Revenue Code in respect
of 2010 and 2011.

On Dec. 19, 2013, the IRS additionally filed with the Bankruptcy
Court-appointed claims agent claim number 1653, an amended
administrative claim, an administrative claim against OSG for
corporate income tax, interest and penalties for 2012, in the
amount of $1,659,739.94.  The Amended Administrative Claim amends
claim number 1650, in the amount of $1,654,764.80.

                     About Overseas Shipholding

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

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

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

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

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


OVERSEAS SHIPHOLDING: Plan Exclusivity Extended Through Feb. 28
---------------------------------------------------------------
Overseas Shipholding Group, Inc., continues to have exclusive
control of its restructuring after Bankruptcy Judge Peter J. Walsh
extended OSG's exclusive period to file a Chapter 11
reorganization plan through and including Feb. 28, 2014, and its
exclusive periods to solicit votes on the Plan through and
including April 29.

OSG requested an extension of the exclusivity periods through the
approved dates.

Judge Walsh said that, to the extend OSG seeks an extension of the
exclusivity periods, it must file and serve the request on or
before Feb. 24, and the request will be heard at an omnibus
hearing to be scheduled for March 7.

The Official Committee of Unsecured Creditors filed a limited
objection to the extension request, joined by U.S. Bank N.A., as
administrative agent.  The unsecured creditors urged the judge to
limit the extension to no more than two months, saying they intend
to file their own plan if OSG hasn't submitted one by then.

Wilmington Trust N.A., the indenture trustee, issued a statement I
support of the extension request.

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

                     About Overseas Shipholding

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

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

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

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


OVERSEAS SHIPHOLDING: ADR Procedures Approved
---------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Overseas Shipholding Group's motion for entry of an order
authorizing implementation of alternative dispute resolution (ADR)
procedures.

As previously reported, "The first stage of the ADR Procedures
will be the following offer exchange procedures (the 'Offer
Exchange Procedures')....At any time following the entry of the
Order, the Debtors may designate a Designated Claim for resolution
through the ADR Procedures by serving upon the alleged holder of
the Designated Claim (the 'Designated Claimant')....The ADR Notice
may also include an offer by the Debtors to settle the Designated
Claim (a 'Settlement Offer'). The ADR Notice also will require the
Designated Claimant to sign and return the ADR Notice along with
the Designated Claimant's Permitted Response....Upon the failure
to timely return the ADR Notice or to include a Permitted
Response, the Debtors will file with the Court a notice of default
and proposed order disallowing and expunging the claim....The only
permitted responses to an ADR Notice (collectively, the 'Permitted
Responses') are (i) complete responses to the Information
Requests, (ii) acceptance of the Settlement Offer (if any), or
(iii) rejection of the Settlement Offer (if any) coupled with a
Counteroffer." The motion continues, "If the ADR Procedures are
not approved, the Debtors could incur significant expense,
distraction, and drain on the attention of the Debtors' personnel
and suffer significant delays that would slow down the Debtors'
reorganization process. The ADR Procedures provide Designated
Claimants with the necessary incentive to come to the bargaining
table and offer the Debtors the opportunity to settle claims
either through the Offer Exchange Procedures or Mediation with the
assistance of a neutral outside party and without time-consuming
and costly litigation. The ADR Procedures are also designed to not
unduly prejudice the Designated Claimants and protect their
rights. Accordingly, the Debtors submit that the ADR Procedures
are an efficient and equitable way to resolve the remaining claims
and should be approved."

                     About Overseas Shipholding

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

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

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

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


PATRIOT COAL: Halts Duty to File SEC Disclosures
------------------------------------------------
Patriot Coal Corporation filed with the Securities and Exchange
Commission a Form 15 "CERTIFICATION AND NOTICE OF TERMINATION OF
REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934."

The document, signed by John E. Lushefski, the company's Senior
Vice President & Chief Financial Officer, indicates that there is
no longer any holder of the company's Common Stock, par value
$0.01 per share; Preferred Share Purchase Rights; or 8.250% Senior
Notes due 2018.

On Dec. 18, Patriot Coal announced its emergence from the 18-month
restructuring process with "a strong balance sheet, competitive
cost structure, and streamlined operating profile focused on
market opportunities that create value."

Patriot completed the final steps in its Chapter 11 restructuring
on December 18 by closing $545 million in exit financing, with
portions of the exit financing led by Barclays Bank PLC and
Deutsche Bank Securities Inc., and completing its rights
offerings, receiving $250 million of junior capital from
Knighthead Capital Management, LLC and other participating
unsecured creditors.

The Company also filed notice of the effectiveness of the Plan of
Reorganization with the U.S. Bankruptcy Court for the Eastern
District of Missouri.  Upon the effectiveness of the Plan, all
previously issued and outstanding shares of Patriot common stock
were cancelled, as were all other previously issued and
outstanding equity interests and bonds.  Patriot issued shares of
a new class of common stock to unsecured creditors as provided in
the Plan.  Additionally, the Company issued notes and warrants
pursuant to the rights offerings.  Patriot expects to make initial
distributions to unsecured claim holders in the first quarter of
2014.

As a result of the effectiveness of the Plan, Patriot is a private
company and is no longer subject to the reporting requirements of
the U.S. Securities and Exchange Commission.

On Dec. 6, 2011, Patriot Coal filed a registration statement on
Form S-8 (No. 333-178339).  The Registration Statement registered
a total of 7,000,000 shares of Common Stock and Preferred Share
Purchase Right.  On Wednesday, Patriot Coal filed a Post-Effective
Amendment No. 1 to deregister all of the Securities and interests
that remain unissued as of this date.

                       About Patriot Coal

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

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

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

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

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

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


POTLATCH CORP: S&P Affirms 'BB+' Rating & Removes From CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
ratings, including its corporate credit rating, on Spokane, Wash.-
based Potlatch Corp.  S&P removed all the ratings from CreditWatch
where they were placed with positive implications on Nov. 26,
2013.  The outlook is stable.

S&P's ratings affirmation and outlook under the revised criteria
are based on its view that the smaller size of Potlatch's EBITDA
relative to its investment-grade forest and paper products peers
is a limiting factor to a higher rating at this time.  S&P's
affirmation and stable outlook also reflect its expectations that
recovering housing markets and Potlatch's strong liquidity provide
it the flexibility to pursue modest timberlands acquisitions and
an increase in its dividend such that forecast debt to EBITDA is
3x or lower, after adjusting for surplus cash.

"The stable outlook reflects our view that recovering housing
markets and Potlatch's strong liquidity provide it the flexibility
to pursue modest acquisitions and an increase in its dividend such
that forecast debt to EBITDA is 3x or lower, after adjusting for
surplus cash," said Standard & Poor's credit analyst Tobias
Crabtree.

An upgrade would most likely follow from a meaningful expansion of
Potlatch's timberlands portfolio toward a size more comparable to
peers such as Plum Creek, Weyerhaeuser, or Rayonier.  S&P would
also raise its rating on a change in financial policies such that
leverage dropped and was sustained below 2x EBITDA.  S&P do not
ascribe a high probability to either scenario over the next 12 to
24 months.

S&P views a downgrade, at this time, to be highly unlikely over
the next 12 to 18 months given the anticipated recovery in housing
markets and Potlatch's "strong" liquidity.  Still, S&P could lower
the ratings if Potlatch's leverage were above 4x and FFO to debt
in the mid-teens area on a sustained basis.  For this to occur,
2014-2015 EBITDA would have to decline more than 40% from S&P's
current forecast or the company's financial policy become more
aggressive with respect to dividends, share repurchases, or debt-
financed timberland purchases.


PROTECTIVE LIFE: Fitch Affirms BB+ Rating on Sub. Debt Classes
--------------------------------------------------------------
Fitch Ratings has affirmed Protective Life Corp.'s (NYSE: PL)
Issuer Default Rating (IDR) at 'BBB+' and senior debt ratings at
'BBB'. At the same time, Fitch has affirmed the 'A' Insurer
Financial Strength (IFS) ratings of PL's primary life insurance
subsidiaries. The Rating Outlook is Stable.
Key Rating Drivers:

PL's ratings continue to reflect the group's diversified operating
profile, strong operating performance, solid debt service
capability and sound risk-adjusted capitalization. The company's
financial leverage ratio is in line with rating expectations, but
total leverage is high driven by reserve financing.

Fitch views PL's operating results as good and in line with
expectations for the rating. PL's operating return on equity based
on Fitch's calculation is expected to be about 11% for the full
year 2013 compared to 10% in 2012. Results in the first nine
months of 2013 were driven by improvement in the Annuities, Stable
Value, and Asset Protection segments, partially offset by less
favorable mortality in the Life Marketing and Acquisitions
segments. The acquisition of MONY Life Ins. Co. and business of
MONY Life of America closed Oct. 1 and is expected to add about
$20 million to full-year 2013 earnings before financing costs.

Fitch views PL's debt service capability as strong. Fitch expects
GAAP interest coverage in 2013 to be in the 10x range, which is
above rating expectations. Cash interest coverage, which considers
maximum statutory dividend capacity and committed cash at the
holding company relative to adjusted interest expense, is very
strong at about 10x.

Protective estimates the NAIC risk-based capital (RBC) ratio of
Protective Life Insurance Company, the group's primary operating
company, was about 550% as of Sept. 30, 2013, compared with 510%
at year-end 2012. The RBC is expected to be in the 400% range for
full-year 2013, reflecting the close of the $1 billion MONY
acquisition in the fourth quarter.

PL's financial leverage ratio (FLR) is in line with rating
expectations at 28% at Sept. 30, 2013, compared to 29% at year-end
2012. Fitch notes, however, that the FLR excludes reserve funding
arrangements, which are included in Fitch's total financings and
commitments (TFC) ratio. Fitch views PL's TFC as high relative to
peers at 1.7x as of Sept. 30, 2013, but generally views PL's
reserve financing activities as well-managed.

Key concerns include macroeconomic headwinds from low interest
rates and the weak economic recovery. These conditions are
expected to constrain PL's ability to improve earnings over the
near term and could have a material negative effect on the
company's earnings and capital in a severe, albeit unexpected,
scenario.

Rating Sensitivities:

The key rating triggers that could result in an upgrade include
GAAP interest coverage above 9x, operating return on equity (ROE)
sustained in the 11% to 12% range; financial leverage below 25%,
and TFC below 1.0x.

The key rating triggers that could result in a downgrade include:
financial leverage above 30%; reported RBC below 300%, a downturn
or weak growth in earnings, or a material reinsurance loss.
Ratings could also be pressured if interest coverage falls below
5x or the TFC rises above 2.0x on a sustained basis.

Fitch has affirmed the following ratings with a Stable Rating
Outlook:

Protective Life Corporation
-- IDR at 'BBB+';
-- $150 million in senior notes due 2014 at 'BBB';
-- $150 million in senior notes due 2018 at 'BBB';
-- $400 million of 7.38% senior notes due 2019 at 'BBB';
-- $300 million of 8.45% senior notes due 2039 at 'BBB';
-- $100 million of 8.00% senior retail notes due 2024 at 'BBB';
-- $288 million of 6.25% subordinated debt due 2042' at 'BB+';
-- $150 million of 6.00% subordinated debt due 2042 at 'BB+';
-- $103 million of 6.13% trust-preferreds issued through PLC

Capital Trust V due 2034 at 'BB+'.

Protective Life Insurance Company
Protective Life and Annuity Insurance Company
West Coast Life Insurance Company
MONY Life Insurance Co.
-- IFS at 'A'.

Protective Life Secured Trust
-- Medium-term notes at 'A'.


PTC ALLIANCE: Moody's Affirms 'B2' CFR; Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service changed PTC Alliance Holdings
Corporation's ("PTC") outlook to negative from stable and affirmed
the B2 corporate family rating and B2-PD probability of default
rating. At the same time, Moody's affirmed the B3 rating on PTC's
senior secured term loan.

Ratings Rationale:

The change in PTC's outlook reflects its weaker than expected
operating results, deteriorating credit metrics and Moody's
expectation that the company will have a diminished liquidity
profile due to its planned investments in oil country tubular
goods (OCTG) production capacity. The company's B2 corporate
family rating also reflects its small size relative to other rated
steel companies, its high customer concentration, its exposure to
steel price volatility and cyclical end markets. These factors are
somewhat balanced by the company's relatively robust margins and
returns versus other specialty steel producers, its leading
position in niche markets and its strong blue chip customer base.

PTC's operating results have been very weak in 2013 driven by
reduced shipments to service centers, original equipment
manufacturers and the automotive sector along with lower product
prices. The company's revenues have declined by about 20% and
adjusted EBITDA by about 40% during the nine months ended
September 2013. As a result, PTC's credit metrics have
deteriorated substantially with its leverage ratio (Debt/EBITDA)
rising to 3.2x and its interest coverage ratio (EBIT/Interest
Expense) declining to 2.4x. These metrics are not expected to
improve materially over the next 12 to 18 months due to the
company's planned $65 million investment in OCTG capacity and
Moody's expectation that operating results will improve modestly,
but remain well below the level achieved in 2011 and 2012. PTC's
leverage ratio is expected to decline modestly to about 3.0x and
its interest coverage is expected to remain stable at about 2.4x
in 2014.

The company's liquidity is adequate with about $10 million of cash
and $55 million of availability on its ABL revolver. However,
PTC's liquidity is expected to become substantially tighter in
2014 as it invests about $50M in its tubular products expansion
and could decline to a level that Moody's considers weak. In
addition, the company's expansion into OCTG products may be
challenging considering the current and expected supply and demand
dynamics of the industry. OCTG prices deteriorated for about 18
straight months beginning in early 2012 due to a declining natural
gas rig count combined with elevated OCTG imports. Imports have
accounted for about 50% of domestic consumption in 2012 and 2013.
Prices have stabilized recently and a there is likely to be a
favorable final outcome from the trade case filed against nine
nations that export OCTG products to the United States. The
International Trade Commission determined in a unanimous vote in
August 2013 that there is a reasonable indication that the
domestic OCTG industry is being materially injured by imports. A
positive outcome from the trade case could have a material
positive impact on domestic OCTG pricing and demand since imports
from the countries identified in this trade case account for about
50% of total domestic imports. However, Moody's believes it is
likely that this benefit will be somewhat short lived unless
demand in the industry picks up significantly over the next few
years. There are plans for domestic OCTG capacity additions of
about 3 million tons by the end of 2016 in a market that is
currently estimated at approximately 7 million tons.

PTC's outlook could return to stable if the company's liquidity
remains adequate and operating results improve more significantly
than expected over the next 12 to 18 months resulting in modestly
improved credit metrics. This would include the leverage ratio
declining below 3.0x and the interest coverage ratio rising to
about 3.0x.

An upgrade in the near-term is unlikely given that PTC's scale
remains a limitation and recent operating results have been weak.
However, the ratings could experience upward pressure if the
company is able to grow organically, sustain its current margins,
generate positive free cash flow, and execute well on its
expansion strategy. Improved credit metrics such as a leverage
ratio below 3.0x and EBIT-to-interest expense trending above 4.0x
could put upward pressure on the rating.

Negative rating pressure could develop if deteriorating operating
results, debt-financed acquisitions, capital investments,
shareholder distributions or other factors result in the company's
leverage ratio exceeding 4.0x or EBIT-to-interest expense
remaining below 2.5x. An adverse change in the company's liquidity
position could also weigh on the rating.

PTC Alliance Holdings Corporation, headquartered in Wexford, PA,
is a leading manufacturer of welded and cold drawn mechanical
steel tubing and tubular shapes, fabricated parts, precision
components and chrome-plated rod. PTC's major end markets include
construction and agricultural equipment, automotive and heavy
truck components and industrial machinery. PTC generated $311
million in revenue for the 12 month period ended Sept. 30, 2013.


RAIN CII: Moody's Slashes CFR & Sr. Secured Debt Ratings to B2
--------------------------------------------------------------
Moody's Investors Service downgraded Rain CII Carbon's (RCC)
corporate family rating to B2 from B1 and probability of default
ratings to B2-PD from B1-PD. At the same time Moody's downgraded
to B2 from B1 the senior secured debt ratings on RCC and CII
Carbon Corp's (as co-issuers) 8% senior secured notes due 2018,
and downgraded to B2 from B1 the ratings on RCC and CII Carbon
Corp's ( as co-issuers, assumed the debt obligations of Rain
Escrow Corp upon completion of the acquisition of Ruetgers) 8.25%
senior secured notes and the 8.5% senior secured notes due 2021.
The rating outlook is stable.

Downgrades:

Issuer: Rain CII Carbon LLC

Probability of Default Rating, Downgraded to B2-PD from B1-PD

Corporate Family Rating, Downgraded to B2 from B1

Senior Secured Regular Bond/Debenture Dec 1, 2018, Downgraded to
B2, LGD3, 46% from B1

Issuer: Rain Escrow Corporation

Senior Secured Regular Bond/Debenture Jan 15, 2021, Downgraded to
B2, LGD3, 46% from B1

Senior Secured Regular Bond/Debenture Jan 15, 2021, Downgraded to
B2, LGD3, 46% from B1

Outlook Actions:

Issuer: Rain CII Carbon LLC

Outlook, Remains Stable

Issuer: Rain Escrow Corporation

Outlook, Changed To No Outlook From Stable

Ratings Rationale:

The downgrade of RCC's corporate family rating to B2 reflects
Moody's view that the company's operating performance will
continue to fall behind Moody's original assumption at the time of
the acquisition of Ruetgers over the next 12 to 18 months as
conditions in the aluminum market , the preponderance of revenue
exposure, remain challenged. Although the company's aluminum
smelter customer base tends to be at less risk of closure, they
continue to operate, they continue to be impacted from a volume
and price perspective. When the weaker earnings performance is
taken into consideration with RCC's high acquisition debt
balances, profit margins and debt protection metrics are expected
to continue weaker than those appropriate for a B1 rating. Moody's
recognizes that 2013 is a transformative year for RCC as a result
of its EUR702 million (approximately $915 million) January 2013
acquisition of Ruetgers N.V. (Ruetgers) in a transaction that was
substantially debt-financed. However, consolidated earnings during
the first three quarters of 2013 were affected by declining unit
prices of calcined petroleum coke (CPC), higher raw material
costs, and slower than expected revenue growth from Ruetgers, a
producer of coal tar pitch (CTP), basic aromatics and carbon
chemicals. These challenging industry conditions are expected to
continue through through 2014 although the cogeneration facility
from Lake Charles will add some incremental earnings to the
company. Moody's expects 2014 performance to be no better than
2013 and key metrics such as EBIT/Interest and Debt/ EBITDA to
trend in the 1.2x and 5.0x (from Moody's estimate of roughly 5.4x
at year-end 2013) respectively over the next 12 to 18 months.

Both CPC and CTP have been impacted by the still-weak and slowly
recovering aluminum market and particularly by the decelerating
pace of global aluminum production in recent periods. Furthermore,
the time horizon for RCC to realize the benefits of the Ruetgers
acquisition has likely been delayed beyond Moody's initial
forecasts due to the protracted recovery of industrial demand in
Europe, Ruetgers' largest end market. Against these headwinds,
RCC's margins could be somewhat buoyed by the recent ramp-up of
the Lake Charles Energy Project (Lake Charles), which produces
renewable energy for internal use and sale to third parties. Over
the medium term, the closure of RCC's Moundsville plant (effective
January 2014) will benefit the company's cost profile as this
plant has operated at less than 50% since 2008. While the closure
of Moundsville will ultimately contribute to cost savings, this is
viewed as a more medium term event. In the near term continued
difficult conditions in the aluminum industry are expected to
result in flat year to year performance at best.

Moody's baseline assumptions contemplate no meaningful improvement
in global aluminum market conditions over the next 12 to 18
months, while economic growth in Europe is expected to remain
muted. Consequently, Moody's predicts only modest improvement in
RCC's operating performance and credit metrics during the forecast
period even with the added earnings flowing from Lake Charles.

The stable outlook reflects Moody's belief that the deterioration
in conditions in the markets served by RCC have bottomed and that
performance will evidence improving trends over the next 12 to 18
months. In addition, the company's liquidity position and lack of
material debt maturities over this time frame provide further
support to the outlook.

RCC's ratings could experience downward pressure if the
fundamentals of its business were to further dramatically
deteriorate or key suppliers or off-takers were to move their
business or curtail operations. In addition, the rating could be
negatively impacted if leverage, as measured by the debt/EBITDA
ratio, is sustained above 5.0x, (cash flow from operations minus
dividends)/debt is sustained at less than 12%, or liquidity
deteriorates.

Given the relatively modest size of the company, its exposure to
commodity-like products, dependency on the aluminum industry as an
end market, recent weak performance and ongoing integration of
Ruetgers, upward rating movement is unlikely over the next 12- 18
months. However, the rating or outlook could be favorably impacted
should the company successfully execute and realize the benefits
of the integration of Ruetgers and maintain stable operating
performance. Specifically, the ability to sustain leverage (as
measured by debt/EBITDA) of less than 4.0 times, EBIT/interest
above 2.5x and (cash flow from operations minus dividends)/debt of
at least 15% could lead to upward rating momentum.

Rain CII Carbon LLC (RCC) is a wholly owned subsidiary of Rain
Industries Limited (RIL), an Indian domiciled company. RCC and its
sister subsidiary Rain CII Carbon (Vizag) Limited (RCCVL), an
Indian domiciled calcining company, rank among the top five
calciners globally with consolidated CPC capacity of approximately
2.4 million metric tons, RCC accounting for roughly 1.9 million
metric tons. RCC sells calcined petroleum coke (CPC) for two
principal end uses: the production of aluminum and the production
of titanium dioxide, although the majority of sales are to the
aluminum industry. RCC also sells steam and electricity from waste
heat generated during the calcining process. Through its Ruetgers
N.V. (Ruetgers) subsidiary, the company also engages in coal tar
distilling and the production of coal tar pitch (CTP), along with
co-products such as naphthalene oil, aromatic oils and other
carbon chemicals. RCC currently has approximately 1.1 million
metric tons of coal tar distillation capacity. For the twelve
months ending September 30, 2013, RCC generated approximately $1.3
billion of revenues.


RG STEEL: Seeks Approval to Sell Assets to Siemens for $400,000
---------------------------------------------------------------
RG Steel Sparrows Point, LLC, seeks approval from U.S. Bankruptcy
Judge Kevin Carey to sell certain assets to Siemens Industry, Inc.

The assets to be sold include equipment and related spare parts
stored in Siemens' Sparrows Point facility.  Siemens asserts a
lien against those assets securing certain amounts owing from RG
Steel for services it provided to the steel maker.

The consideration for the sale is $400,000, which will be paid
with a credit bid by Siemens and shall reduce its pre-bankruptcy
claim against RG Steel to the extent secured by the lien.  Siemens
will also reimburse the steel maker for expenses incurred in
connection with the proposed sale.

The deadline for filing objections to the proposed sale is
Dec. 26.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RURAL/METRO CORP: Exclusive Period Extension Approved
-----------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Rural/Metro's motion to extend the exclusive period during which
the Company can file a Chapter 11 plan and solicit acceptances
thereof through and including January 31, 2014 and April 1, 2014,
respectively.

As previously reported, "A hearing to consider the Debtors'
proposed plan of reorganization has been scheduled for December
17, 2013; however, the Debtors' Exclusive Filing Period is
currently set to expire on December 2, 2013. Therefore, in an
abundance of caution, the Debtors' request that the Court extend
the Exclusive Periods in order to preserve the Debtors'
exclusivity through confirmation and effectiveness and to maximize
the likelihood of emergence in the near term with minimum
distractions....Termination of the Debtors' Exclusive Periods
would adversely impact the Debtors' efforts to realize a
successful reorganization and the progress of these chapter 11
cases. If this Court were to deny the Debtors' request for an
extension of the Exclusive Periods, any party in interest would
then be free to propose a plan for each of the sixty-six Debtors.
Such a ruling would foster a chaotic environment with no central
focus, and may cause substantial harm to the Debtors' efforts to
effect their reorganization.  At this point in the cases, the
Debtors are soliciting votes on a plan that is supported by all
major creditor constituencies and believe they will receive the
necessary votes for approval at the hearing on December 17, 2013.
Accordingly, the Debtors should be granted sufficient time to
complete their own plan process and their Exclusive Periods should
be extended."

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.

The Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent. There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.

Interested parties can also contact Rural/Metro's claims agent,
Donlin, Recano & Company, Inc. directly by calling Rural/Metro's
restructuring hotline at 212-771-1128.

Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is
serving as investment banker, and Alvarez & Marsal and FTI
Consulting, Inc. are serving as financial advisors to Rural/Metro.


SECURUS TECHNOLOGIES: Moody's Affirms 'B3' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (CFR) and B3-PD probability of default rating (PDR) of
Securus Technologies Holdings, Inc. following the company's
announcement to acquire Satellite Tracking of People ("STOP"). The
company plans to use a modest amount of cash on hand and the
proceeds from an incremental $60 million senior secured 1st lien
term loan and $25 million senior secured 2nd lien term loan-add on
to finance the acquisition. The outlook is stable.

Affirmations:

Issuer: Securus Technologies Holdings, Inc.

  Corporate Family Rating, Affirmed B3

  Probability of Default Rating, Affirmed B3-PD

  Senior Secured Bank Credit Facility, Affirmed B2

  Senior Secured Bank Credit Facility, Affirmed Caa2, Downgraded
  to a range of LGD5, 88 % from a range of LGD5, 87 %

Outlook Actions:

  Outlook, Remains Stable

Rating Rationale:

Securus' B3 corporate family rating reflects its small scale, high
leverage and narrow business focus relative to other rated
telecommunications companies. The ratings are supported by the
company's sophisticated, proprietary technology platform and its
multi-year contracts with over 2,200 correctional facilities in
the US and Canada. The ratings are also supported by improvements
in operating margin and cash flow which have been achieved through
cost containment and lower bad debt expense. These initiatives
were critical in the company's turnaround, as providing
communications services to corrections facilities is a low margin
business characterized by competitive bidding for new and existing
contracts and high commission payments to prison operators. The
rating also incorporates the company's private equity ownership
and its historical use of leverage to maximize equity returns as
well as the growing regulatory threat posed by potential FCC price
caps which could disrupt the industry structure.

Moody's believes that there is limited growth opportunity within
the prison phone market segment and future cash flow generation
will be primarily dependent upon cost saving measures and the
company's ability to win business from competitors. However,
adjacent areas such as monitoring services, data analytics and
telemedicine offer a path to continued revenue growth for Securus.
Because of this, Securus has expanded into areas like jail
management systems and GPS offender monitoring services with the
recent acquisition of Archonix and STOP to gradually diversify its
revenue stream away from the traditional prison phone business.

Moody's anticipates that Securus will have good liquidity over the
next 12 months, supported by the company's modest free cash flow
generation and approximately $20 million of revolver capacity. The
company had approximately $0.1 million of cash on hand at the end
of Q3 2013. Moody's expects the company to generate approximately
$15 million to $20 million of free cash flow in 2014 given its low
capital intensity.

The stable outlook reflects Moody's view that Securus will
continue to generate organic revenue growth in the low single
digit percentage range and improve EBITDA margin through cost
reduction which will result in falling leverage.

Moody's could upgrade the ratings if Securus maintains good
liquidity and positive free cash flow and grows EBITDA such that
leverage is on track to fall below 5x. Moody's could lower
Securus' ratings if leverage exceeds 6.5x (Moody's adjusted) and
free cash flow turns negative, both on a sustained basis.

Based in Dallas, TX, Securus Technologies Holdings, Inc. is one of
the largest providers of inmate telecommunication services to
correctional facilities, with a presence in 45 states, Washington
D.C., and Canada. The company generated approximately $363 million
of revenue for the twelve months ending September 30, 2013.


SELCO INDUSTRIES: Case Summary & 27 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Selco Industries, Inc.
        1590 Albon Rd. #1
        Holland, OH 43528

Case No.: 13-35142

Chapter 11 Petition Date: December 19, 2013

Court: United States Bankruptcy Court
       Northern District of Ohio (Toledo)

Judge: Hon. Mary Ann Whipple

Debtor's Counsel: Patricia A Kovacs, Esq.
                  PATRICIA A. KOVACS, ATTORNEY AT LAW
                  P.O. Box 257
                  Curtice, OH 43412
                  Tel: (419) 787-2666
                  Email: patricia.a.kovacs@gmail.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Seldon Hill, authorized individual.

A list of the Debtor's 27 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb13-35142.pdf


SPX CORP: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has affirmed SPX Corporation's Issuer Default Rating
(IDR) and senior secured credit facilities at 'BB+'. The Rating
Outlook is Negative. The ratings cover approximately $1.7 billion
of outstanding debt.

Key Rating Drivers:

SPX's current leverage (debt to EBITDA) is high for the ratings,
driven by a weaker than expected operating performance and a
meaningful decline of EBITDA as a result of the divestiture of the
Service Solutions business, completed in December 2012. SPX's
leverage was approximately 3.9x for the last 12 months (LTM) ended
Sept. 28, 2013, unchanged over the past two years. The company's
leverage is significantly higher than its gross debt/EBITDA target
of 1.5x to 2.5x as defined in its bank agreement (the ratio is
understated when compared to Fitch's calculation). While the
company occasionally exceeded its leverage target over the past
decade, SPX's inability to de-lever following the acquisition of
ClydeUnion in 2011 is somewhat unusual and is driven by unexpected
challenges associated with ClydeUnion's integration, slowdown in
product demand due to downturns in Europe and global economic
markets, and the sale of Service Solutions in 2012. High leverage
was somewhat mitigated by a significant increase in liquidity
following the sale of Service Solutions and Fitch's expectation of
cash deployment toward either acquisitions or debt reduction.

Fitch's expects SPX's leverage will decline to approximately 2.8x
at the end of 2014 driven by improvements in operating performance
and the expected repayment of $500 million senior unsecured notes.
On Dec. 4, 2013, the company announced a plan to sell its 44.5%
joint venture interest in EGS Electric Group LLC (EGS) to Emerson
Electric Co. for $571 million (approximately $350 million net of
taxes) in the first quarter of 2014. In addition, SPX plans to
increase the size of its Term Loan A by $100 million and use the
funds along with the proceeds from the EGS sale to repay $500
million senior unsecured notes due in December 2014. Following the
repayment of the senior unsecured notes, company leverage should
be within its debt/EBITDA target as defined in the bank agreement.
In addition to debt reduction, SPX plans to repurchase $500
million worth of shares throughout 2014.

The Negative Outlook reflects company's high leverage for its
ratings. Fitch could revise the Outlook upon the completion of the
anticipated reduction in leverage and the realization of stronger
operating margins in 2014 following recent restructuring
initiatives. SPX engaged in significant restructuring initiatives
within all reporting segments during 2013 and Fitch expects the
company to achieve meaningful operating performance improvements
in 2014. SPX's sizable cash balance, expected divestiture proceeds
and healthy cash generation should enable the company to complete
the announced debt reduction and share repurchases while
maintaining adequate liquidity, but failure to follow through on
the intended debt reduction would leave leverage high for the
ratings.

The ratings are supported by solid operating cash generation; good
product and geographic diversification; management's track record
in successfully integrating acquisitions; sizable revenues from
the higher-margin aftermarket business; and solid backlog. During
2013, SPX addressed Fitch's concern of the underfunded status of
its U.S. pension plan liabilities by making a $250 million
voluntary contribution; transferring its U.S. Qualified monthly
pension payment obligations for current retirees to Massachusetts
Mutual Life Insurance Company; and offering a voluntary lump sum
payment option to eligible plan participants. These actions are
expected to reduce the company's U.S. qualified pension
obligations by approximately 75%. Fitch expects SPX's remaining
pension liabilities to be fully funded by the end of 2013 and
future cash contributions to be insignificant.

Fitch is concerned with the continued weakness in the global
economy and slower than anticipated spending in SPX's various end
markets and insignificant improvement in its relatively weak
operating margins in 2012. This concern is somewhat mitigated by
Fitch's expectation that margins will improve in 2014 due to
stronger backlog and improvements in operations. Fitch's other
concerns include SPX's cash deployment strategies, which focus on
share repurchases and acquisitions, and the company's willingness
to maintain higher leverage than its stated leverage range for a
prolonged period of time.

SPX has maintained strong liquidity of approximately $1 billion
over the past several years. At Sept. 28, 2013, the company's
liquidity of $1.03 billion consisted of $491 million in cash and
$539 million of availability under its revolving credit
facilities. SPX's strong liquidity is supported by solid cash
generation. Fitch expects the company's liquidity to fluctuate in
the range of $700 million to $900 million for the next several
years. The expected liquidity range takes into account previously
discussed plans to complete a sizable share repurchase program and
reduce gross debt in 2014.

The company continued experiencing significant margin headwinds
throughout 2013 and 2012 due to non-profitable ClydeUnion legacy
backlog, declining organic sales, and cost pressures in Europe.
Despite the challenges Fitch expects SPX to generate about a 10%
EBITDA margin, a marginal year-over-year improvement. SPX's margin
was 8.9% for the LTM ended Sept. 28, 2013, up from 8.6% for the
same period ended Sept. 30, 2012. Fitch expects SPX's EBITDA
margin to improve in 2014 driven by better-quality backlog and the
completion of cost reduction initiatives. Fitch expects SPX to
generate EBITDA above $450 million (as defined by Fitch) in 2014.

Fitch expects the company to report negative free cash flow (FCF)
in 2013, mainly driven by the $250 million voluntary cash
contribution towards its U.S. pension plans. SPX also reported
negative FCF in 2012, primarily due to a significant investment in
net working capital in connection with the ClydeUnion acquisition.
Fitch expects SPX will generate positive FCF in the range of $150
million to $200 million annually over the next several years.

SPX has historically deployed its cash towards acquisitions,
capital expenditures, dividends and occasional share repurchases;
however, the company significantly increased share repurchases
over the past two years, repurchasing $245 million and $249
million, respectively, in 2012 and during the first nine months of
2013. The company announced a plan to repurchase an additional
$500 million worth of shares by the end of 2014 in connection with
the aforementioned anticipated sale of EGS. Fitch expects SPX will
continue managing cash deployment to maintain its publically
stated long-term gross debt/EBITDA target and will maintain a
relatively flat dividend pay-out ratio and capital expenditure
profile in 2014, with possible small bolt-on acquisitions.

Fitch expects that SPX's actions to reduce its pension liabilities
in 2013, rising interest rates, and expected strong asset returns
in 2013 will bring the remaining U.S. pension plans to fully
funded status by the end of 2013. Fitch expects future cash
contributions towards U.S. pension plans to be immaterial going
forward. As of Dec. 31, 2012, SPX's foreign pension benefit
obligations totaled $323 million (86% funded). SPX also reported
$148 million underfunded OPEB obligations. The company expects to
make annual benefit payments in the range of $12 million to $15
million. In connection with ClydeUnion acquisition in 2011, SPX
assumed participation in a multi-employer benefit plan; however
contributions to this plan are not considered material.

Rating Sensitivities:

The anticipated repayment of $500 million senior unsecured notes
in 2014 will significantly reduce company's leverage; however,
Fitch estimates it will remain slightly higher than the company's
targeted range of 1.5x to 2.5x. Fitch may consider revising the
current Outlook to Stable from Negative following the completion
of the debt reduction; however, Fitch does not anticipate taking
other positive rating actions over the next several years due to
concerns related to recent revenue pressures in the company's
various end markets and weaker than anticipated operating results.
Fitch may consider a negative rating action should the company
increase its target leverage, or engage in unexpected sizable
debt-funded cash deployment towards shareholders in the form of a
special dividend or additional share repurchases.

Fitch has affirmed the following ratings:

-- IDR at 'BB+';
-- Senior secured bank facilities at 'BB+';
-- Senior unsecured debt at 'BB'.

The Rating Outlook is Negative. The senior unsecured notes are
rated one-notch below senior secured facilities due to their
subordinate position to the latter.


THOMAS PROPERTIES: Stockholders OK Merger with Parkway Properties
-----------------------------------------------------------------
At the special meeting of Thomas Properties stockholders held on
Dec. 17, 2013, the stockholders voted overwhelmingly to approve
the proposed merger with Parkway Properties, Inc., pursuant to the
definitive merger agreement dated Sept. 4, 2013.  Approximately 99
percent of the votes cast at the special meeting of stockholders
voted in favor of the approval and adoption of the merger
agreement, which represented approximately 87 percent of the total
outstanding shares of Thomas Properties' common stock and limited
voting stock, as of the Nov. 11, 2013, record date for the special
meeting.

Subject to the satisfaction or waiver of the remaining conditions
to closing, the merger is expected to close on Dec. 19, 2013.
Assuming completion of the merger, shares of Thomas Properties
common stock are expected to be delisted after the close of
trading on Dec. 19, 2013.  As a result of the merger, each share
of Thomas Properties common stock will be converted into 0.3822
newly issued shares of Parkway common stock.  In addition, each
share of Thomas Properties limited voting stock will be converted
into 0.3822 newly issued shares of Parkway limited voting stock.
Shares of Parkway common stock will continue to trade under the
existing ticker symbol "PKY" on the New York Stock Exchange.

Also at the Meeting, the stockholders approved, on an advisory
(non-binding) basis, the compensation payable to certain executive
officers of the Company in connection with the Merger.

                   About Thomas Properties Group

Thomas Properties Group, Inc., is a full-service real estate
company that owns, acquires, develops and manages primarily
office, as well as mixed-use and residential properties on a
nationwide basis.  The company's primary areas of focus are the
acquisition and ownership of premier properties, both on a
consolidated basis and through its strategic joint ventures,
property development and redevelopment, and property management
and leasing activities.  For more information about Thomas
Properties Group, Inc., please visit www.tpgre.com.

The Company's balance sheet at Sept. 30, 2013, showed $1.12
billion in total assets, $773.33 million in total liabilities and
$355.92 million in total equity.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Thomas
Properties Group until facts and circumstances, if any, emerge
that  demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


TLC HEALTH: Section 341(a) Meeting Scheduled for Jan. 13
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of TLC Health
Network will be held on Jan. 13, 2014, at 1:00 p.m. at Buffalo UST
- Olympic Towers.

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

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

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.


TOWER GROUP: A.M. Best Lowers Finc'l. Strength Rating to 'B(Fair)'
------------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B(Fair) from B++(Good) and issuer credit ratings (ICR) to "bb"
from "bbb" of the pooled and reinsured members of the Tower US
Pool.  Concurrently, A.M. Best has downgraded the ICR and the debt
rating on $150 million 5.00% senior convertible notes, due 2014,
to "b-" from "bb" of the intermediate holding company, Tower
Group, Inc.  A.M. Best also has downgraded the FSR to B(Fair) from
B++(Good) and ICR to "bb" from "bbb" of CastlePoint Reinsurance
Company, Ltd. (Bermuda).  Additionally, A.M. Best has downgraded
the ICR to "b-" from "bb" of the ultimate parent, Tower Group
International, Ltd. (Bermuda) (Tower) [NASDAQ: TWGP].  All
companies are headquartered in New York, NY, unless otherwise
specified.  All ratings remain under review with negative
implications.

These rating actions take into consideration Tower's most recent
announcement on December 17th which noted management's plans to
sell its minority share of Canopius Group Limited for $69.7
million, its intention to use these proceeds to pay in full $70
million of outstanding credit on its existing credit facility and
its need to further strengthen prior year loss reserves in the
third quarter in a range between $75 million and $105 million,
primarily in workers' compensation, commercial multi-peril
liability, other liability and commercial auto liability lines of
business.  In addition, these rating actions contemplate combined
U.S. statutory surplus, net of cessions to its Bermuda affiliate,
to decrease from $374 million at June 30, 2013 to approximately
$315 million to $335 million at September 30, 2013.

This announcement comes on the heels of delayed filings, Tower's
second quarter 2013 earnings, a prior year reserve charge of $364
million (net of reinsurance) and a goodwill impairment of $214
million.  These rating actions consider the aggregate magnitude of
the charges taken during second and third quarters, as well as the
material adverse impact on Tower's risk-adjusted capitalization,
financial leverage, liquidity and coverage ratios.  The downgrade
to vulnerable rating status and the continuation of negative
implications is necessitated by the group's dimmed business and
earnings prospects going forward and A.M. Best's ongoing concerns
around further adverse loss reserve development as its impact on
future cash flows, liquidity and risk-adjusted capitalization.
Cash and liquidity is likely to be further constrained by Tower's
$150 million senior note which is due to mature in September of
2014.

The FSR has been downgraded to B (Fair) from B++ (Good) and the
ICRs to "bb" from "bbb" for the following pooled and reinsured
members of Tower US Pool:

-- CastlePoint Insurance Company
-- CastlePoint National Insurance Company
-- Tower Insurance Company of New York
-- Tower National Insurance Company
-- Preserver Insurance Company
-- North East Insurance Company
-- Hermitage Insurance Company
-- CastlePoint Florida Insurance Company
-- Kodiak Insurance Company
-- York Insurance Company of Maine
-- Massachusetts Homeland Insurance Company


TOYS 'R' US: S&P Lowers Corp. Credit Rating to 'B-'
---------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
specialty toys and juvenile products retailer Toys "R" Us Inc.,
including its corporate credit rating to 'B-' from 'B'.  The
outlook is stable.  The recovery ratings on the debt issues at
Toys "R" Us Inc. and its subsidiaries are unchanged.

"The rating on Wayne, N.J.-based specialty toys and juvenile
products retailer Toys "R" Us Inc. (Toys) reflects our assessment
that the company's business risk profile remains "weak" and its
financial risk profile remains "highly leveraged".  S&P thinks the
company's recent weak results stem from an evolving competitive
landscape that is unlikely to improve," said credit analyst Ana
Lai.  "We think Toys needs to take substantial strategic actions
to deal with an otherwise declining sales trend."

The stable outlook incorporates continued sales and margin
pressure in fourth-quarter 2013 and a modest revenue decline in
2014.  However, S&P expects Toys to maintain adequate liquidity
while remaining at least cash flow neutral in 2014.  S&P do not
expect any meaningful improvement in operating performance until
the next holiday season in fourth-quarter 2014 given the
seasonality of Toys' operations.  S&P assumes new senior
leadership will take steps to improve the company's
competitiveness.

                         Downside scenario

A lower rating could be driven by narrowing liquidity sources
because of much weaker than expected performance in 2014 resulting
in negative operating cash flow, and higher borrowings to fund
operating needs.  This could occur if sales decline 5% while gross
margin narrows 50 bps in fiscal 2014.

                          Upside scenario

A higher rating is not likely in the next year, but could result
from better than expected sales trends or profit expansion from a
recovery of gross margin or sales through successful merchandising
initiatives, or improvement in its cost structure mitigating sales
declines.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the new S&P rating is one step below the downgrade
issued in June by Moody's Investors Service.

For the first three quarters, sales of $7.28 billion were down 6.4
percent from the same period in 2012. The 2013 quarters' net loss
of $829 million was more than four times larger than the loss in
the comparable period in 2012.

As of Nov. 2, the balance sheet was upside down with liabilities
of $9.59 billion exceeding assets by $339 million.

The Wayne, New Jersey-based retailer was the target of a leveraged
buyout in 2005, giving ownership to KKR & Co., Vornado Realty
Trust and Bain Capital Partners LLC, according to Moody's.


TUSCANY INT'L: Fitch Affirms & Withdraws 'B-' Currency IDRs
-----------------------------------------------------------
Fitch Ratings affirms its 'B-' ratings on foreign and local
currency Issuer Default Ratings (IDRs) of Tuscany International
Drilling Inc. The Rating Outlook is Negative. Fitch has
simultaneously withdrawn the ratings.

Key Rating Drivers:

Affirm and Withdraw: Fitch has simultaneously affirmed and
withdrawn its ratings due to lack of market interest.

The affirmation reflects Tuscany's limited liquidity position and
its difficulties lowering leverage levels to be in line with
Fitch's expectations due to drilling rigs coming out of contract
as well as a contained number of unexpected contract
cancellations. These events have hindered the company's ability to
generate cash flow from operations as a large number of drilling
rigs remain idle. Tuscany's ratings reflect the company's
experienced management team and a technologically advanced asset
fleet, which is either new or has been recently refurbished, and
gives the company a competitive advantage. The ratings also
incorporate a degree of counterparty credit risk in its
diversified customer base, a relatively small rig fleet, and
exposure to the cyclical and competitive onshore drilling
industry.


TXU CORP: Bank Debt Trades at 30% Off
-------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 70.50 cents-on-the-
dollar during the week ended Friday, December 20, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.83
percentage points from the previous week, The Journal relates. TXU
Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


UNIVERSITY GENERAL: Hosts Conference Call to Provide Updates
------------------------------------------------------------
University General Health System, Inc., held a conference call on
Thursday, Dec. 19, 2013, to review the Company's status regarding
its Form 10-Q filings and to update investors regarding 2013
performance expectations.

The Company also announced that it will host an "Investor and
Analyst Day" for shareholders and potential investors at its
corporate headquarters in Houston, Texas, on Monday, Feb. 3, 2014.
Participants at the "Investor and Analyst Day" event will be
provided with updates from various corporate executives and will
have an opportunity to tour the Company's flagship University
General Hospital and a number of its Hospital Outpatient
Department ("HOPD") facilities during the course of the day.  A
dinner for participants will follow the day's activities.  Further
details will be provided in a subsequent news release.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

University General incurred a net loss attributable to common
shareholders of $3.97 million on $113.22 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
attributable to common shareholders of $2.57 million on $71.17
million of total revenues during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $174.84
million in total assets, $161.55 million in total liabilities,
$2.56 million in series C, convertible preferred stock, and $10.71
million in total equity.

Moss, Krusick & Associates, LLC, in Winter Park, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital and
relative low levels of cash and cash equivalents.  These
conditions raise substantial doubt about its ability to continue
as a going concern.


VALASSIS COMMS: Harland Clarke Sale No Impact on Moody's CFR
------------------------------------------------------------
Moody's Investors Service said Valassis Communications, Inc.'s Ba2
Corporate Family Rating (CFR) and stable outlook are not
immediately impacted by the recent announcement that the company
has entered into a definitive merger agreement to be acquired by
Harland Clarke Holdings Corp. (B2 stable). Under the terms of the
agreement, Harland Clarke will acquire all of the outstanding
shares of Valassis for $34.04 per share in cash, reflecting a
transaction value of around $1.84 billion. Under a scenario where
Valassis' debt is entirely repaid, Moody's would subsequently
withdraw the CFR and debt instrument ratings. To the extent any of
the Ba3-rated 6.625% senior notes due 2021 (the "2021 Notes")
remain outstanding after closing, Moody's would withdraw Valassis'
CFR and revise the rating on the 2021 Notes based on where they
will eventually reside relative to other debt classes in Harland
Clarke's debt capital structure.

Valassis Communications, Inc., headquartered in Livonia, Michigan,
provides promotional and advertising products including Shared
Mail, Neighborhood Targeting, Free Standing Inserts or FSI, and
International, Digital Media, & Services (coupon clearing,
consulting and analytic services).

Harland Clarke Holdings Corp., headquartered in San Antonio, TX,
is a provider of: (i) check and check-related products, direct
marketing services and customized business and home office
products to financial services, retail and software providers as
well as consumers and small business; and (ii) data collection,
testing products, scanning equipment and tracking services to
educational, commercial, healthcare and government entities
through its Scantron segment.


VELATEL GLOBAL: Amends Loan Agreement with AQT
----------------------------------------------
VelaTel Global Communications, Inc., entered into an Amended Loan
Agreement with AQT, LLC.  The material terms of the Amended AQT
Loan Agreement are as follows:

   (i) The parties had entered into a previous loan agreement
       under which AQT loaned the Company US$600,000 [this amount
       was originally expressed in US dollars] with a maturity
       date of Jan. 27, 2014.  Under the Amended AQT Loan
       Agreement, the Maturity Date is extended to April 2, 2014,
       and the Adjusted Original Principal Amount is changed to
       HK$4,929,000 [US$636,000], which includes an extension fee
       plus interest accrued through the Effective Date.

  (ii) AQT loaned the Company the additional sum of HK$9,780,500
       [US$1,262,000], which the Company paid towards the Loan
       Agreement with Xin Hua.  AQT has the option but not the
       obligation to loan the Company the additional sum of
       HK$18,740,637.45 [US$2,418,100] on or before the date
       required for the Company to pay the remaining balance due
       under the Xin Hua Loan Agreement, in which case that amount
       will be added to the Principal Amount.

(iii) The Company promises to repay the Adjusted Original
       Principal Amount plus the First Xin Hua Installment
       totalling HK$14,709,500 [US$ 1,898,000], together with
       interest at 10 percent per annum accruing on the
       outstanding balance from the Effective Date.

  (iv) At AQT's election in its sole discretion, VelaTel will be
       granted up to four extensions of the Maturity Date for
       consecutive increments of three months each upon a cash
       payment of 3 percent of the Principal Balance per
       extension.  After the Maturity Date or any other default,
       interest will accrue at the rate of 20 percent per annum.

   (v) Upon payment of the total amount due under the Xin Hua Loan
       Agreement, the Company will grant AQT the following rights,
       subject to the following restrictions, related to the
       capital stock of the Company's subsidiary, China Motion
       Telecom (HK) Ltd.:

(1) AQT will receive a security interest in 100 percent of
          the China Motion Stock, through either (a) assignment of
          the Share Charge and Option Deed previously granted to
          Xin Hua, or (b) new and substantially identical
          instruments in AQT's name.

      (2) AQT will have the right to receive repayment of any or
          all of the Total Amount Due in the form of China Motion
          Stock, valued for purposes of repayment at HK$49,827,585
         [US$6,437,100].  China Motion Stock issued or transferred
          to AQT will be subject to full anti-dilution protection.

      (3) Both the AQT Security and the AQT Option are subject to
          the option granted under the Cooperation Agreement
          between the Company and StarHub Mobile Pte, Ltd. to
          acquire up to 25 percent of the China Motion Stock
         (disclosed as Exhibit 10.1 to Form 8-K filed on Dec. 2,
          2013).  If StarHub exercises its option, StarHub's
          payment will be made directly to AQT and will, for
          shares released from the AQT Security, reduce the Total
          Loan Amount in the same ratio that 10 percent of the
          enterprise value of China Motion bears to the Total Loan
          Amount.  If the total amount paid by StarHub exceeds the
          Total Loan Amount, the excess will be payable to
          VelaTel.

      (4) In no event will the combined percentage of China Motion
          Stock transferred by VelaTel pursuant to (1) the AQT
          Option and (2) the StarHub Cooperation Agreement exceed
          49 percent.  AQT will have the option to release
          pursuant to the AQT Security and/or to transfer pursuant
          to the AQT Option in any combination that fulfills this
          requirement.

(5) Until all amounts due under the Xin Hua Loan Agreement
          are paid, any rights in the China Motion Stock granted
          pursuant to the Amended AQT Loan Agreement are
          subordinate to the rights of Xin Hua under the Share
          Charge and the Option Deed, and the rights of AQT will
          be null and void upon the occurrence of a default under
          the Xin Hua Loan Agreement by which Xin Hua exercises
          his option under the Option Deed.

     (vi) The Amended AQT Loan Agreement is governed under
          California law, calls for resolution of disputes in the
          state and federal courts of California, and provides for
          recovery of attorney fees by the prevailing party in the
          event of any litigation.

A copy of the AQT Loan Agreement is available for free at:

                         http://is.gd/b5V2Y1

                        About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  See http://www.velatel.com/

Velatel Global incurred a net loss of $45.60 million on $1.87
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $21.79 million on $0 of revenue for the year
ended Dec. 31, 2011.  The Company's balance sheet at Sept. 30,
2013, showed $2.56 million in total assets, $51.68 million in
total liabilities and a $49.12 million total deficiency.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company's viability is dependent upon its
ability to obtain future financing and the success of its future
operations.  The Company has incurred a net loss of $45,601,292
for the year ended Dec. 31, 2012, cumulative losses of
$298,347,524 since inception, a negative working capital of
$34,972,850 and a stockholders' deficiency of $36,566,868.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.


VELTI PLC: Sale of Mobile Marketing Business Gets Court Approval
----------------------------------------------------------------
Velti plc on Dec. 20 disclosed that the Company received Court
approval of the sale of its mobile marketing business to
affiliates of GSO Capital Partners LP, the credit division of
Blackstone.  The sale is expected to close shortly.

The transaction includes the sale of business lines operated by
Velti Inc. and Air2Web Inc. in the U.S., Air2Web India, Velti DR
Limited and Mobile Interactive Group, Ltd. in the U.K., and Velti
Netherlands B.V. in the Netherlands.  All operations included in
the sale agreement are continuing as normal throughout the sale
process and customers of the acquired businesses can expect to
receive best-in-class service and support through the closing and
beyond.

As previously announced, the Company is operating its U.S.
operations as debtors-in-possession under the protection of the
U.S. bankruptcy laws, while the Company's operations in the U.K.,
Greece, China, Brazil, India, Russia, the United Arab Emirates,
and other jurisdictions outside the U.S. are continuing normal
business operations.

Upon closing of the transaction, the mobile marketing businesses
sold to GSO will no longer be operating under U.S. bankruptcy
protection.

                        About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed
assets of as much US$50 million and debt of as much as US$100
million.  Its Air2Web Inc. unit, based in Atlanta, also sought
creditor protection.

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq.,
at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq.,
at DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have
also tapped Jefferies LLC as investment banker, Sitrick Brincko
Group LLC, as corporate communications consultants, and BMC
Group, Inc., as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended US$25 million
of postpetition financing to the Debtors.  The DIP Lenders, which
are also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett
LLP, in New York.

An Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.  The Committee has tapped McGuireWoods LLP
as lead counsel and Morris, Nichols, Arsht & Tunnell LLP as
Delaware co-counsel.  Asgaard Capital LLC serves as financial
advisor to the Committee.  Capstone Advisory Group LLC serves as
consultant.


VERMILLION INC: Elects James LaFrance as Chairman
-------------------------------------------------
James T. LaFrance has been appointed a member of Vermillion,
Inc.'s board and was elected chairman of the board on Dec. 12,
2013.  Pursuant to the equity financing transaction announced on
May 9, 2013, LaFrance was nominated by Jack W. Schuler,
Vermillion's largest private shareholder.

"We value the executive leadership expertise in the diagnostic
industry Jim brings as our board chairman," commented Tom McLain,
Vermillion's president and CEO.  "His experience and proven
ability to develop IVD strategies, launch diagnostic products and
direct go-to-market strategies at GE Healthcare, Ventana and Bayer
Diagnostics fit well with our operational focus to drive broader
adoption of our OVA1 test."

LaFrance has almost 30 years of diagnostic industry experience.
Most recently, he was head of digital pathology and acting CEO of
Omnyx, LLC, for GE Healthcare.  Prior to that, he held a series of
commercial, strategic marketing and business development
leadership roles at Ventana Medical Systems (now Roche Tissue
Diagnostics), including general manager of their North American
and International commercial organizations.  Prior to Ventana,
LaFrance served in leadership roles in strategic marketing and
business development at Bayer Diagnostics.  He was a member of the
board at Mitomics, Inc., from 2010 to 2011.  He earned a Bachelor
of Arts degree in Economics from the University of Connecticut and
an MBA from the University of Notre Dame.

LaFrance succeeds Bruce A. Huebner who is retiring from the board.
Dr. William Wallen has also retired from the board.

"The board of directors and management team at Vermillion thank
Bruce and Bill for their contributions to the company's success,"
said McLain.  "I want to acknowledge Bill Wallen for his technical
guidance in support of OVA1 and the development of our next
generation diagnostic tests.  Bruce Huebner led a significant
period of transition at the company as interim CEO and chairman of
the board. His contributions of marketing and sales expertise have
helped redefine Vermillion's commercial strategy.  We wish them
both well in their future endeavors."

Following these changes the total number of board directors is
six, all serving independently.

         SVP of Sales and Marketing and CCO Appointments

Vermillion has appointed Marian E. Sacco as senior vice president
of sales and marketing and chief commercial officer.

Ms. Sacco is a proven leader in launching and building markets for
innovative diagnostics to address key issues in improving women's
health.  She has more than 25 years of experience in product
development, worldwide marketing, operations and sales management
in both private and public companies.  Her focus on women's health
began at Centocor Diagnostics where her achievements include the
U.S. launch of CA125 used to monitor ovarian cancer recurrence.
More recently, she successfully led the commercial effort to build
the global product market and laboratory service business for
novel tests to manage pregnancy risks and infertility diagnostics
as senior vice president, sales and marketing at Adeza BioMedical
(acquired by Cytyc Corporation for more than $450 million, now
part of Hologic).

"We are excited to add Marian's experience, energy and expertise
in women's health and oncology to our team, as Vermillion expands
its leadership role in commercializing OVA1 and future diagnostic
tests," said Tom McLain, Vermillion's president and chief
executive officer.  "Marian has worked with us as a consultant in
developing our commercial strategy.  In this new role, she will
draw on her proven track record in developing and executing sales
and marketing strategies to expand awareness with physicians,
patients and healthcare providers and drive increased use of
OVA1."

Immediately prior to joining Vermillion, Ms. Sacco worked with
numerous women's healthcare companies as a strategy and
commercialization consultant.  Her clients included both product
and laboratory service companies focused on new, novel tests and
technologies in genetics, pregnancy, reproductive health and
oncology.

While at Adeza, Ms. Sacco oversaw both the strategic and day-to-
day leadership of a global sales and marketing organization of
more than 120 people.  Over a 10-year period, her organization
grew annual revenues from $1 million to $60 million and built the
market for a unique test to aid in the management of preterm
births.  By working with clinical thought leaders, gynecologists,
nurses and health plans, she and her team successfully
demonstrated that this test was clinically relevant, evidence
based and cost effective and improved patient outcomes.  This
effort led to the introduction of new patient care guidelines in
leading healthcare institutions, a critical step in building
adoption, utilization and reimbursement.

Prior to Adeza, Ms. Sacco worked in senior commercial management
roles at Behring Diagnostics, Chiron Diagnostics, and Ciba Corning
Diagnostics.  During this period, she developed and implemented
novel oncology strategies including the launch of "companion
diagnostics" in partnership with pharmaceutical business units.
Early in her career at Centocor Diagnostics, she managed U.S.
sales, marketing and customer service for innovative cancer tests
including launches of CA125, as well as CA15-3 for breast cancer
monitoring.  Ms. Sacco holds a Master's degree in
Radiopharmaceutical Science from Northeastern University and a
Bachelors of Science degree in Chemistry/Biology from Marietta
College.

Pursuant to the terms of an employment agreement between the
Company and Ms. Sacco, effective as of Dec. 16, 2013, the Company
will pay Ms. Sacco an annual base salary of $225,000.

Additional information is available for free at:

                        http://is.gd/mCqjVe

                      Annual Meeting Results

Vermillion reported the voting results from its annual meeting of
its stockholders held Dec. 12, 2013.  The stockholders:

   * approved the reappointment of Peter S. Roddy as director;

   * approved in an advisory vote the compensation of the
     Company's named executive officers;

   * ratified the appointment of BDO USA, LLP, as the Company's
     independent registered public accounting firm for the year
     ending Dec. 31, 2013;

   * approved an amendment to the company's 2010 Stock Incentive
     Plan to increase the number of shares authorized for issuance
     by 2.3 million and other related modifications; and

   * did not approve an amendment to the Company's Certificate of
     Incorporation and Bylaws that would declassify the board o f
     directors.

"We are pleased that four of the five stockholder proposals passed
by wide margins," commented Tom McLain, Vermillion's president and
CEO.  "The proposal to declassify the board of directors is
considered "non-routine" and required 66.7% of all outstanding
shares to vote for its adoption.  While it was approved by more
than 95% of the shares voted on this proposal, these votes
represented only 58.4% of our total outstanding shares.  The board
believes declassification will enhance corporate governance and is
important for our shareholders, so we plan to reintroduce this
proposal at a later date."

A copy of the Form 8-K is available for free at:

                        http://is.gd/relOeN

                         About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $15.08 million in total
assets, $4.84 million in total liabilities, and stockholders'
equity of $10.25 million.

BDO USA, LLP, in Austin, Texas, 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, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VISUALANT INC: Awarded Sixth Patent for its ChromaID Technology
---------------------------------------------------------------
Visualant, Inc., received its sixth patent on its ChromaID
technology.  The latest patent further validates the Company's
vision to introduce more efficient authentication, identification
and diagnostic methods into the marketplace, and comes shortly
after Visualant announced its strategic relationship with
Intellectual Ventures.

Future devices embedded with ChromaID technology can read and
record natural chromatic markers by structuring light onto a
substance, through a liquid or gas, or off a surface.  Once
scanned, the technology captures the reflected light using a
simple Photodiode array and creates a unique ChromaID profile.
The ChromaID profile can be matched against existing databases to
identify, detect, or diagnosis markers invisible to the human eye.

The patent issued by the United States Office of Patents and
Trademarks is US Patent No. 8,583,394 and is entitled "Method,
Apparatus and Article To Facilitate Distributed Evaluation of
Object Using Electromagnetic Energy."

Ron Erickson, Visualant founder and CEO, stated, "We rigorously
pursue strong protection for our intellectual property.  We are
very pleased to receive this, our sixth patent.  I want to
especially acknowledge our Visualant scientific team led by our
CTO, Dr. Richard Mander along with Dr. Tom Furness and Dr. Brian
Schowengerdt.  We have more patents pending and expect more
patents to be issued as we build the intellectual property
foundation for Visualant's business and move into the marketplace
with diverse applications of our ChromaID technology.  This is a
process we are accelerating through our new strategic relationship
with Intellectual Ventures."

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at June 30, 2013, showed $5.59 million in total assets,
$7.32 million in total liabilities, $46,609 in noncontrolling
interest and a $1.78 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WELLS ENTERPRISES: Moody's Cuts CFR to 'B2', Stable Outlook
-----------------------------------------------------------
Moody's Investors Service downgraded Wells Enterprises, Inc.'s
Corporate Family Rating ("CFR") to B2 from B1 and its Probability
of Default Rating to B2-PD from B1-PD. The downgrade reflects
revenue pressure in Well's higher margin branded offerings from a
challenging competitive environment in the ice cream and frozen
treat category and market share erosion. These factors are
contributing to weakened credit metrics and minimal free cash
flow. Concurrently, Moody's downgraded the $235 million senior
secured notes due 2020 to B3 from B2. The rating outlook is
stable.

The following ratings were downgraded:

Wells Enterprises, Inc.

-- Corporate Family Rating to B2 from B1

-- Probability of Default Rating to B2-PD from B1-PD

-- $235 million senior secured notes due 2020 to B3 (LGD 4, 63%)
   from B2 (LGD 4, 60%)

The rating outlook is stable.

Ratings Rationale:

Wells' B2 CFR reflects the company's narrow profit margins,
smaller scale and diversity relative to the two market leaders,
concentration in the US and its sole focus on ice cream and frozen
novelties. The rating also reflects pressure on Wells' revenue in
its higher margin branded offerings, declining profit margins,
minimal projected free cash flow, and high 5.0x debt-to-EBITDA
leverage (incorporating Moody's standard adjustments). Moody's
expects that cost reductions (mainly from reduced headcount, lower
marketing spending and delayed growth initiatives) will lead to
low single digit earnings growth over the next 12-18 months and
credit metric improvement. Wells' earnings are nevertheless
vulnerable to continued industry declines as consumers shift to
healthier foods, commodity cost increases, shifts in shelf space
and pricing among its concentrated distributors, and actions by
its larger and more diversified competitors. The rating more
favorably reflects the company's well known licensed brands such
as Weight Watchers, Cadbury and Yoplait and its solid position as
a private label ice cream manufacturer. The company's presence in
branded products as well as private label, coupled with the scale
and breadth of its manufacturing operations, enable Wells to
maximize penetration of distribution channels spanning a broad
range of retail, foodservice, and club operators.

The stable rating outlook reflects Moody's expectation that the
company will maintain a good liquidity position, that cost
reduction efforts will provide some credit metric improvement, and
that company actions to rationalize pricing, win new customers,
and improve shelf space will partially alleviate revenue pressure.

Wells' ratings could be downgraded if operating performance
continues to deteroriate, if liquidity becomes constrained, or if
free cash flow is negative. Moody's would also consider a rating
downgrade if leverage is sustained above 5.0 times.

Wells' ratings could be upgraded if the company is able to
profitably grow revenue and improve operating margins above 6.0%
on a sustained basis. Wells would also need to maintain a
meaningful level of positive free cash flow and good liquidity to
be considered for an upgrade.

Wells, headquartered in Le Mars, Iowa, is the third largest ice
cream manufacturer in the U.S. producing a range of packaged ice
cream and frozen novelty products. For the twelve months ended
September 28, 2013, Wells posted revenues of approximately $987
million.


WILD HORSE: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Wild Horse of Old Military Road, LLC
        545 Veterans Blvd Metairie
        80333 Old Military Rd.

Case No.: 13-13471

Chapter 11 Petition Date: December 19, 2013

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

Judge: Hon. Jerry A. Brown

Debtor's Counsel: Jan Marie Hayden, Esq.
                  BAKER, DONELSON, BEARMAN, CALDWELL
                    & BERKOWITZ, P.C.
                  201 St. Charles Ave, Suite 3600
                  New Orleans, LA 70170
                  Tel: (504) 566-8645
                  Email: jhayden@bakerdonelson.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by George A. Cella, III, manager.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/laeb13-13471.pdf


WPCS INTERNATIONAL: To Acquire BTX Trader
-----------------------------------------
WPCS International Incorporated has entered into various
agreements to acquire BTX Trader LLC (BTX), an early stage
technology company currently engaged in the development of a
proprietary trading platform for the emerging bitcoin industry.
The BTX acquisition is expected to add a new line of business to
the Company's existing operations.

To acquire BTX, the Company entered into a securities purchase
agreement with certain investors in which WPCS sold 2,348 shares
of a newly designated Series E Preferred Stock and warrants to
purchase up to 1,500,000 shares of its common stock, for 100
percent of the membership interests of BTX.  Each share of
Preferred Stock has a stated value of $1,000 and is convertible
into shares of the Company's common stock equal to the stated
value (and all accrued but unpaid dividends) divided by the
conversion price of $3.50 per share.  The Preferred Stock accrues
dividends at a rate of 12 percent per annum, payable quarterly in
arrears.  The Warrants have an exercise price of $5.00 per share.

Neither the Preferred Stocks nor the Warrants are convertible or
exercisable, respectively, until the Company obtains its
stockholders' approval for (i) the increase in the number of
shares of common stock authorized for issuance to 75 million; and
(ii) the issuance of all of the securities issuable pursuant to
the Purchase Agreement.

Bitcoin is a digital or virtual currency that uses peer-to-peer
technology to facilitate instant payments.  Bitcoin is a type of
alternative currency known as a cryptocurrency, which uses
cryptography for security, making it difficult to counterfeit.
Bitcoin issuance and transactions are carried out collectively by
the network, with no central authority, and allows users to make
secure, verified transfers.  BTX has developed and is currently
beta testing its trading system to offer bitcoin traders advanced
charting, trading blotters, and trading integration across five of
the major bitcoin exchanges, which will allow users to see
liquidity, route orders, and identify arbitrage opportunities
across all platforms, and to control trading risks with access to
stop loss orders.

Sebastian Giordano, interim chief executive officer, commented,
"We are very excited about bitcoin and the prospect offered by BTX
to enter a very fast-growing market.  We believe that the software
platform being developed by BTX will support the opportunities to
advance bitcoin as an asset class, currency, money transfer
mechanism, and important alternative in the financial markets
space.  As one of the first publicly traded companies to make an
early entrance into the bitcoin space, we believe this transaction
is consistent with ongoing efforts to provide the Company with an
opportunity to deliver improved shareholder value in the future."

Additional information is available for free at:

                        http://is.gd/OJEYBz

                     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.  As of July 31,
2013, WPCS International had $18.73 million in total assets,
$24.45 million in total liabilities and a $5.72 million total
deficit.


* Sanctions on Lawyer Are Limited Under Section 329
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a lawyer who didn't disclose property given to him by
a bankrupt client has, at least for now, avoided the most costly
sanctions imposed on him by the bankruptcy judge, thanks to a
Dec. 16 opinion from the U.S. Court of Appeals in New Orleans.

According to the report, an individual's bankruptcies were
dismissed twice. The lawyer never disclosed that the bankrupt gave
him deeds to property encumbered by mortgages to help cover fees.

The appeals court said that the bankrupt later was convicted of
child molestation and sentenced to life in prison.

At foreclosure sales, the lawyer purchased both properties, paying
about $100,000. Later, a creditor discovered the undisclosed
transfers.

Invoking Section 329 of the Bankruptcy Code, which requires
disclosure of what a lawyer receives, the bankruptcy judge
directed the lawyer to give back $12,000 in cash he was paid as a
fee and convey the two properties to the trustee, without giving
the lawyer credit for the $100,000 he spent and later costs of
improvements.

U.S. Circuit Judge Stephen A. Higginson reversed and sent the case
back to the bankruptcy court. Judge Higginson said that sanctions
under Section 329 are limited to what the client gives the lawyer
as compensation.

The $100,000 and the cost of later expenses weren't part of what
the client paid. Judge Higginson told the lower court to decide
what the property was worth when it was transferred and what it
was worth at the time of disgorgement.

After remand, the lawyer still might lose everything.  Judge
Higginson said the $100,000 "may have been appropriate" as a
sanction.

The lower court was directed to compare the sanction amount "to
the sanctioned party's conduct."

The case is Baker v. Cage (In re Whitley), 12-41125, U.S. Court of
Appeals for the Fifth Circuit (New Orleans).


* CFPB Slams Ocwen With $2 Billion Homeowner Relief Settlement
--------------------------------------------------------------
Alyssa Gerace, writing for Reverse Mortgage Daily, reported that
the Consumer Financial Protection Bureau has ordered Ocwen
Financial Corporation to provide $2 billion in principal
forgiveness relief to homeowners throughout the next three years
as part of a larger settlement agreement.

According to the report, the mortgage servicer announced on Dec.
19 a settlement agreement with the CFPB and state officials
resolving allegations it mistreated consumers and committed
"systemic misconduct at every stage of the mortgage servicing
process," according to the Bureau.

Ocwen, the parent company of Liberty Home Equity Solutions, has
been accused of failing to record borrowers' mortgage payments in
a timely manner, and improperly forcing them to purchase costly
homeowners insurance policies, the report said.  No reverse
mortgage borrowers will be included in the settlement, however,
officials told RMD.

"Deceptions and shortcuts in mortgage servicing will not be
tolerated," said CFPB Director Richard Cordray in a statement, the
report related.  "Ocwen took advantage of borrowers at every stage
of the process. Today's action sends a clear message that we will
be vigilant about making sure that consumers are treated with the
respect, dignity, and fairness they deserve."

Terms of the agreement include a commitment by Ocwen to service
loans in accordance with specified servicing guidelines and to be
subject to oversight by an independent national monitor for three
years, the report further related.


* US Bank Regulators Seek Stricter Tax Refund Rules
---------------------------------------------------
Law360 reported that U.S. regulators proposed new rules that would
force bank holding companies to clarify the legal relationship to
their subsidiaries, a change the government said would help clear
up tax disputes that have arisen during bankruptcy proceedings.

According to the report, the new rules would require financial
institutions and their corporate parents to state explicitly which
entity is entitled to funds stemming from a tax refund, the
Federal Deposit Insurance Corporation said. The regulations would
require banks to tighten language they are allowed to use in tax
allocation agreements, the report added.


* Senators Want to Create Ch. 14 Bankruptcy for Failed Banks
------------------------------------------------------------
Law360 reported that Sens. John Cornyn, R-Texas, and Pat Toomey,
R-Pa., introduced legislation that would eliminate a section of
the Dodd-Frank Act and establish a "Chapter 14" bankruptcy in
order to prevent "too big to fail" banks from being bailed out
with taxpayer funds.

According to the report, the bill, called the Taxpayer Protection
and Responsible Resolution Act, would create a new Chapter 14
bankruptcy for certain financial corporations and repeal Title II
of the Dodd-Frank Act, also known as the orderly liquidation
authority provision.


* BOND PRICING: For Week From Dec. 16 to 20, 2013
-------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AGY Holding Corp        AGYH    11.000    89.625     11/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    37.750     12/15/2014
California Baptist
  Foundation            CALBAP   5.600     8.000      10/1/2014
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    18.000      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    13.625      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    18.000      1/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175    10.125      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    30.000     11/15/2014
GMX Resources Inc       GMXR     9.000     0.500       3/2/2018
Iglesia Cristiana
  La Nueva
  Jerusalem Inc         ICLNJ    6.700     2.000       2/5/2013
James River Coal Co     JRCC     7.875    29.458       4/1/2019
James River Coal Co     JRCC     4.500    34.000      12/1/2015
James River Coal Co     JRCC    10.000    27.125       6/1/2018
James River Coal Co     JRCC    10.000    52.500       6/1/2018
James River Coal Co     JRCC     3.125    21.000      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    18.875      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    18.875      8/17/2014
Lehman Brothers Inc     LEH      7.500    16.125       8/1/2026
MF Global Holdings Ltd  MF       1.875    47.550       2/1/2016
Mashantucket Western
  Pequot Tribe          MASHTU   6.500    16.250       7/1/2036
NII Capital Corp        NIHD    10.000    54.500      8/15/2016
Platinum Energy
  Solutions Inc         PLATEN  14.250    63.375       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse Electronics Corp  PULS     7.000    75.433     12/15/2014
Residential
  Capital LLC           RESCAP   6.875    35.875      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750     1.200       2/1/2018
School Specialty
  Inc/Old               SCHS     3.750    36.125     11/30/2026
Scotia Pacific Co LLC   MXM      6.550     0.875      1/20/2007
Sorenson
  Communications Inc    SRNCOM  10.500    74.125       2/1/2015
Sorenson
  Communications Inc    SRNCOM  10.500    74.125       2/1/2015
THQ Inc                 THQI     5.000    25.688      8/15/2014
TMST Inc                THMR     8.000    16.125      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    28.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.100      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     6.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    28.740       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     6.250      11/1/2016
USEC Inc                USU      3.000    32.000      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    46.875       8/1/2016
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750    31.232       2/1/2019
WCI Communities
  Inc/Old               WCI      4.000     0.625       8/5/2023
Western Express Inc     WSTEXP  12.500    62.250      4/15/2015
Western Express Inc     WSTEXP  12.500    62.250      4/15/2015
YRC Worldwide Inc       YRCW     6.000    93.723      2/15/2014


                             *********

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
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***