TCR_Public/131226.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, December 26, 2013, Vol. 17, No. 356

                            Headlines

501 GRANT: Won't Seek Confirmation; Withdraws Reorganization Plan
845 N SAN VICENTE: Court Dismisses Involuntary Case
ALLENS INC: U.S. Trustee Appoints 7-Member Creditors Panel
ALLIANT HOLDINGS: S&P Raises Counterparty Credit Rating to 'B'
ALLY FINANCIAL: Settles with Government for $98 Million

ARVADA STRUCTURES: U.S. Trustee Unable to Form Creditors Committee
ASR CONSTRUCTORS: Feb. 7 Fixed as Claims Bar Date
ATP OIL: Texas Bankruptcy Court Allows Sale of UK Subsidiary
AUTOMATED BUSINESS: PNC Says Zuckerman Has Conflict in Chapter 11
BAKERSFIELD GROVE: US Trustee Withdraws Motion for Case Dismissal

BETSEY JOHNSON: Jan. 30 Hearing to Approve Settlement
BIOSCRIPT INC: Downgraded to B3 Corporate by Moody's
BLITZ USA: Closes In on Deal with Wal-Mart in Gas Can Litigation
BUILDING #19: Court Okays Duane Morris as Committee's Counsel
BUILDING #19: Has Nod to Hire Murphy & King as Bankruptcy Counsel

BUILDING #19: Has OK to Hire Tron Group as Financial Advisers
C&K MARKET: US Trustee Objects to Hiring of Edward Hostmann as CRO
C&K MARKET: Committee Hiring Farleigh Wada as Local Counsel
C&K MARKET: Committee Taps Otterbourg as Lead Counsel
C&K MARKET: Creditors' Panel Hires Protiviti as Consultant

CANVAS CORP: Case Summary & 20 Largest Unsecured Creditors
CENTER FOR SOLUTIONS: Voluntary Chapter 11 Case Summary
CIT GROUP: To Pay $60MM to Settle Tyco Tax-Agreement Feud
COMMUNITY TOWERS: US Trustee Wants Case Converted to Ch 7
COOPER-BOOTH WHOLESALE: Lease Decision Period Extended to May 30

CORNERSTONE HOMES: Creditors' Panel Wants Chapter 11 Trustee
CUE & LOPEZ: Hires Torres CPA as Auditor
CUE & LOPEZ: Employs Auri Coira as Realtor
DETROIT, MI: Swaps Deal Faces Renegotiation or Possible Litigation
DETROIT, MI: Judge Opposes Direct Appeal on Eligibility

DURFEE INC.: Case Summary & 15 Largest Unsecured Creditors
EASTERN HILLS: Comptroller & TWC Support Conversion to Chapter 7
EFUSION SERVICES: Case Summary & 6 Largest Unsecured Creditors
EVOLUTION ACADEMY: S&P Lowers Rating on Revenue Bonds to 'BB-'
FREGO & ASSOCIATES: Bankruptcy Law Firm Itself Files for Ch. 11

FRIENDFINDER NETWORKS: Second Amended Plan Declared Effective
GETTY IMAGES: S&P Affirms 'B' CCR & Revises Outlook to Negative
GORDIAN MEDICAL: Committee Wins OK for Avant as Advisor
GRAND RESTAURANT: Voluntary Chapter 11 Case Summary
GROEB FARMS: Honey Producer Plan Being Confirmed

GULF COLORADO: Chapter 11 Trustee May Execute Deed for Sale
GULF STATES STEEL: Seeks High Court Review of Nucor Antitrust Suit
HARLAND CLARKE: S&P Retains 'B+' CCR on CreditWatch Negative
HARSCO CORP: S&P Lowers CCR to 'BB+' & Removes Rating From Watch
IN PLAY: Has Until Jan. 7 to File 3rd Amended Plan

IPC INTERNATIONAL: Panel Can Tap GlassRatner as Financial Advisor
IRISH BANK: Spurned Buyer Sues Tampa Port Authority
JONES GROUP: S&P Puts 'BB-' CCR on CreditWatch Negative
KARYL PAXTON DESIGN: Voluntary Chapter 11 Case Summary
KBI BIOPHARMA: Court Grants PNL Bid to Dismiss Ch. 11 Case

KIDSPEACE CORP: Has DIP Lenders' Support Against Case Dismissal
LEHMAN BROTHERS: Intel Succeeds in Axing Claims Over Collateral
LEHMAN BROTHERS: Loses Flip Clause Suit After 2010 Victory
LIBERTY HARBOR: Faces Ch. 11 Challenge Over $350MM Land Row
LIGHTSQUARED INC: Falcone Working on Loan to Retain Control

LILY GROUP: KREG Equities' Blubaugh Joins Creditor's Panel
LILY GROUP: Files Amended List of Top Unsecured Creditors
METRO AFFILIATES: Panel Taps PwC as Financial Advisors
METRO AFFILIATES: Has Nod to Hire Tiger Valuation as Appraisers
MIDSOUTH GOLF: Case Summary & 20 Largest Unsecured Creditors

MOORE FREIGHT: BB&T Balks at Confirmation of Amended Joint Plan
MUD KING: Has Until March 3 to File Reorganization Plan
NATIONAL ENVELOPE: Exempted From Fee Examiner Appointment
NATIVE WHOLESALE: Gable & Gotwals Okayed as Special Counsel
NATURAL MOLECULAR: Panel Hires Foster Pepper as Attorneys

NNN PARKWAY CORPORATE: Files Schedules of Assets and Liabilities
NNN PARKWAY CORPORATE: Amends List of Top Unsecured Creditors
NORTEL NETWORKS: U.S., European Pact Has Canadian Parent Worried
NORTH TEXAS BANCSHARES: Park Cities Bank Merger Expected in 2014
NUVERRA ENVIRONMENTAL: S&P Lowers CCR to 'B' on Weak Performance

NVIDIA CORP: S&P Assigns Unsolicited 'BB+' CCR; Outlook Stable
ORCHARD SUPPLY: Gets Confirmation of Chapter 11 Plan
ORMET CORP: 6th Amendment to DIP Credit Agreement Approved
OVERSEAS SHIPHOLDING: Wins Exclusivity, Stock Hits Bankruptcy High
OVERSEAS SHIPHOLDING: Exclusive Periods Extension, Seal Approved

PATRIOT COAL: S&P Assigns 'B' CCR & Rates $250MM Sr. Loan 'B+'
PEREGRINE FINANCIAL: Settlement With Customer Class Plaintiffs
PLACE 190: Case Summary & 3 Largest Unsecured Creditors
PUTNAM AT TINTON: Voluntary Chapter 11 Case Summary
QUIGLEY CO: Pfizer Absolved In Asbestos Injury Suit

RADIOSHACK CORP: S&P Raises CCR to 'CCC+'; Outlook Negative
RIH ACQUISITIONS: Shared Between Caesars and Tropicana
SCOTTS MIRACLE-GRO: S&P Affirms 'BB+' Corp. Credit Rating
SCRUB ISLAND: Creditors' Panel Taps Glenn Rasmussen as Counsel
SHELBOURNE NORTH: FrankGecker LLP Approved as Bankruptcy Counsel

SHELBOURNE NORTH: Files Schedules of Assets and Liabilities
SR REAL ESTATE: Wants Plan Filing Period Extended to June 18
ST. FRANCIS' HOSPITAL: Possibly Sold in January
TRIBUNE CO: Spinoff Plan Raises Concerns for Newspaper Operations
TRIBUNE CO: Buys Gracenote From Sony for $170 Million

UNIVERSAL CINEMA: Voluntary Chapter 11 Case Summary
VELTI INC: Sale to Blackstone Affiliate Approved by Court
WESTERN FUNDING: Taps Gamache & Myers as Special Counsel
WESTERN FUNDING: Taps Commerce CRG to Market Patrick Lane Property
WESTERN FUNDING: Hires FTI as Investment Banker, Committee Objects

WHEATLAND MARKETPLACE: Hires JST Law as Attorneys
WHEATLAND MARKETPLACE: Taps Edgemark Asset as Property Manager
WHEATLAND MARKETPLACE: Sec. 341(a) Meeting of Creditors on Jan. 9
YRC WORLDWIDE: Nears Deal to Raise Financing
YRC WORLDWIDE: Moves to Cut $300 Million in Debt

* Inexperienced Lawyer Tossed Out of Chapter 11 Case
* Ability to Strip Off in Chapter 13 Lost on Confirmation

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


501 GRANT: Won't Seek Confirmation; Withdraws Reorganization Plan
-----------------------------------------------------------------
501 Grant Street Partners LLC has withdrawn its Plan of
Reorganization dated March 15, 2013, as modified.

In a court filing dated Dec. 11, the Debtor said it won't seek
confirmation of the Plan at the hearing scheduled for Dec. 19.

As reported in the Troubled Company Reporter on Dec. 5, 2013,
secured creditor SA Challenger, Inc., objected to the confirmation
of the Debtor's reorganization plan, stating that the Plan is
"fatally flawed and cannot succeed."

501 Grant Street Partners' Plan provides that 100 percent of the
equity in the Debtor will be sold to a special purpose entity to
be formed by Clarity Realty Partners LLC, a third-party investor.
The investor has agreed to invest $18.23 million to be used to
fund certain payments under the Plan, well as a significant amount
of capital expenditures and tenant improvements.  Upon
confirmation, the Debtor's membership interests would be
transferred to the investor.

But according to SA Challenger, its deposition of the Debtor and
purported investor Barry Porter in October revealed that the
Debtor does not have a plan sponsor ready, willing, and able to
fund the payments required by the Plan.  SA says the party from
whom the Debtor has been seeking an investment -- Mr. Porter, who
is a different party than that disclosed in the Disclosure
Statement -- has not read the Plan recently, has not complied with
terms of his own letter of intent, and asserts that the Plan's
treatment of SA Challenger's claim does not work for him.

In addition, according to SA, Ted Fox, the person alleged to be in
charge of the Debtor and its operations, and the Debtor have
failed to disclose an interest Ted Fox may have following
confirmation.  "That lack of disclosure undermines any assertion
that the Debtor is prosecuting the Plan in good faith.  The Plan
should not be confirmed on that basis alone."

Joshua D. Wayser, Esq., at Katten Muchin Rosenman LLP,
representing SA, adds that even if the Debtor could demonstrate
good faith, the Plan still fails on these reasons:

   -- NO ACCESS TO RENTS.  The Debtor has no access to the
Property's rents.  He says that the facts and controlling law are
clear that all of the rents are property of SA Challenger and
cannot be used to fund the Plan.

   -- $3 MILLION EXPENSE.  SA Challenger has filed a motion for
allowance and immediate payment of an immediate priority expense
payment of nearly $3,000,000.  According to Mr. Wayser, even with
access to the rents, which the Debtor does not have, the Plan
hangs by a thread; with an additional $3,000,000 expense to
account for, the Plan is absolutely hopeless.

   -- NO IMPAIRED ACCEPTING CLASS.  SA Challenger has voted
against the Plan.  The claims of the mechanics' lienholders have
been settled, which eliminates the Plan's Class 3.  The only
remaining class, the general unsecured creditors, is dominated by
creditor Siemens Corporation, which, on information and belief,
will vote against the Plan.

   -- NEW THIRD-PARTY OWNER.  Since the hearing on the Disclosure
Statement, new developments have occurred which lend further
support to SA Challenger's continued assertion that the Debtor
lacks authority in the Chapter 11 case.  Gerson Fox's interests in
the Debtor have been auctioned and sold to a third-party, and
there is no indication that such third-party has read, authorized,
or supports the Plan.  Also, SA Challenger discovered that Ted
Fox, the purported authorized agent of the Debtor, may receive an
equity interest under the Plan.  And Michael J. Kamen, as
president of the Debtor's managing member, GSP, 501, Inc., attests
that he has never authorized, approved, or sought confirmation of
the Plan.

                        The Chapter 11 Plan

According to the Disclosure Statement, upon funding of the Plan,
(a) the Debtor's secured obligation to SA Challenger will be
reduced to the current value of the property, restructured and
repaid over time at market terms; (b) the Debtor's secured tax
obligation, to the extent it remains outstanding, will be paid in
full following the Effective Date of the Plan; (c) the Debtor's
alleged mechanics lien holder(s) will either be paid in full with
interest, if the lien is valid, or otherwise receive the same
treatment as the Debtor's general unsecured creditors; (d) the
Debtor's priority tax claim will be paid in full on the Effective
Date; and (e) the Debtor's unsecured creditors, including the
lender's deficiency claim, will receive each creditor's pro rata
share of $3,150,000 payable in 13 quarterly payments after the
Effective Date of the Plan.

                           About 501 Grant

An involuntary Chapter 11 bankruptcy petition was filed against
501 Grant Street Partners LLC, based in Woodland Hills, California
(Bankr. C.D. Cal. Case No. 12-20066) on Nov. 14, 2012.

501 Grant Street Partners owns the Union Trust Building in
downtown Pittsburgh, Pennsylvania.  It sought Chapter 11
protection (Bankr. W.D. Pa. Case No. 12-23890) on Aug. 3, 2012, to
avert a sheriff sale of the building.  The August petition
estimated under $50,000 in both assets and debts.  In November
2012, U.S. Bankruptcy Judge Judith K. Fitzgerald dismissed 501
Grant Street Partners' Chapter 11 petition, paving for the sheriff
sale of the Union Trust Building on Jan. 7, 2013.

SA Challenger Inc., which acquired interest in the building's
mortgage by U.S. Bank, has sought to foreclose on the Debtor's
property.  SA Challenger is seeking to collect $41.4 million.
Earlier in November, at the lender's request, Judge Ward appointed
the real estate firm CBRE to serve as receiver for the building,
overseeing its operation and management until the sheriff sale
takes place.

The bankruptcy judge approved an involuntary Chapter 11 petition
for 501 Grant, entering an order for relief on Dec. 13, 2012.  The
petitioning creditors are Allied Barton Security Services LLC,
owed $960 for security services; Cost Company LP, $5,900 owed for
masonry work; and MSA Systems Integration Inc., owed $2,401 for
unpaid invoice.  Malhar S. Pagay, Esq., at Pachulski Stang Ziehl &
Jones LLP, represents the petitioning creditors.

Attorneys at Levene, Neale, Bender, Yoo & Brill LLP, in Los
Angeles, Calif., represent the Debtor in the involuntary Chapter
11 proceeding.


845 N SAN VICENTE: Court Dismisses Involuntary Case
---------------------------------------------------
The U.S. Bankruptcy Court granted the motion of 845 N. San Vicente
Blvd LLC to dismiss the involuntary Chapter 11 case filed against
it.

The court will retain jurisdiction over the case to conduct an
evidentiary hearing on the alleged debtor's recoverable damages
and cost if any under the chapter 11 case.

The petitioning creditors, through Gail Higgins, Esq., at Higgins
Law Firm, objected to the motion to dismiss filed by 845 San
Vicente Boulevard LLC.  Ms. Higgins argued that:

   1. Paula Schneider, the alleged representative, is not a
      legitimate member of the LLC and thus has no standing to
      be filing the motion;

   2. the Debtor representative has not established cause to
      dismiss the case; and

   3. dismissal or conversion is not in the best interests of
      creditors.

Three alleged creditors of 845 N. San Vicente Blvd, LLC, filed
an involuntary Chapter 11 petition (Bankr. C.D. Cal. Case No.
13-18771) for 845 N. San Vicente on April 3, 2013.  The
petitioners are Tom Loisch, with a claim of $42,000; John B.
Dunning, owed $42,000; and Christopher Williams, owed $35,000.

The Chapter 11 case has been reassigned to Bankruptcy Judge
Richard M. Neiter for all further proceedings.  Judge Peter
Carroll was originally assigned to the case.


ALLENS INC: U.S. Trustee Appoints 7-Member Creditors Panel
----------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee, appointed seven members to the
official committee of unsecured creditors in the Chapter 11 cases
of Allens, Inc.

The Creditors Committee members are:

      1. Fifth Third Equipment Finance Company,
         ATTENTION: Michael Barkey
         Fifth Third Bank R5CBA3
         1830 E. Paris Ave SE
         Grand Rapids, MI 49546
         Tel: (616) 653-8525
         Fax: (616) 653-9976
         Email: mike.barkey@53.com

      2. Ryder Integrated Logistics,
         ATTENTION: Mike Mandell
         Ryder Integrated Logistics
         11690 NW 105th St.
         Miami, FL 33178
         Tel: (305) 500-4417
         Fax: (305) 500-3336
         Email: mike_mandell@ryder.com

      3. International Paper
         ATTENTION: Mark Wiklund, Credit Manager
         International Paper, 4049 Willow
         Lake Blvd.
         Memphis, TN 38118
         Tel: (901) 419-1299
         Fax: (901) 419-1239
         Email: mark.wiklund@ipaper.com

      4. URS Real Estate, LP,
         ATTENTION: Meredith Milby
         10 Glenlake Pkwy South Tower, Suite 600
         Atlanta, GA 30328
         Tel: (678) 387-4723
         Email: meredith.milby@americold.com

      5. Ball Metal Food Container Corp.
         ATTENTION: Dennis L. Wolf
         Ball Metal Food Container Corp.
         9300 W. 108th Circle
         Westminster, CO 80021
         Tel: (303) 460-5157
         Fax: (303) 460-5443
         Email: dwolf@ball.com

      6. CROWN Cork & Seal USA, Inc.
         ATTENTION: Timothy P. Aust, CFO
         CROWN Cork & Seal USA, Inc.
         One Crown Way
         Philadelphia, PA 19154-4599
         Tel: (267) 984-3146
         Fax: (215) 676-9674
         Email: pszmyt@crowncork.com

      7. Syngenta Seeds, Inc.
         ATTENTION: Alex Floate
         Syngenta Seeds, Inc.
         410 S Swing Rd.
         Greensboro, NC 27409
         Tel: (336) 632-2208
         Email: alex.floate@syngenta.com

The trial attorney can be reach at:

         Richard H. Sforzini, Jr.
         Trial Attorney
         Office of the United States Trustee
         200 West Capitol Avenue, Suite 1200
         Little Rock, AR 72201
         Tel: (501) 324-7357
         Fax: (501) 324-7388
         E-mail: Richard.H.Sforzini@usdoj.gov

                           About Allens Inc.

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

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

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

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


ALLIANT HOLDINGS: S&P Raises Counterparty Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term counterparty credit rating on Newport Beach, Calif.-based
Alliant Holdings I LLC (Alliant) to 'B' from 'B-'.  S&P also
raised all related issue-level ratings on the company's debt by
one notch.  S&P removed the ratings from CreditWatch Positive
where it placed them on Nov. 26, 2013.  The outlook is stable.
Recovery ratings on the company's debt issues remain unchanged.

"The upgrade reflects the application of our revised corporate
criteria, published Nov. 19, 2013," said Standard & Poor's credit
analyst Ying Chan.  Following the implementation of S&P's new
criteria, the business risk profile (BRP) and financial risk
profile (FRP) remain unchanged at fair and highly leveraged,
respectively.  However, S&P views the BRP on the stronger end of
the fair category relative to peers, mainly because of the
competitive position group profile that benefits from S&P's
adequate/strong view of the operating efficiency component.  S&P's
highly leveraged assessment of Alliant's FRP reflects leverage of
6.6x as of Sept. 30, 2013.  This ratio is moderately lower than
S&P's calculation under the prior criteria partly because of S&P's
revised operating lease adjustment (S&P now add back the entire
rental expense to EBITDA, resulting in an approximate $10 million
increase to trailing 12 months EBITDA).

The fair BRP reflects S&P's view of the business and consumer
services industry's intermediate risk, which includes the highly
competitive and fragmented middle-market brokerage industry, and
very low country risk given that the company sells its products
and services to customers in the U.S.  This assessment also
incorporates Alliant's fair competitive position stemming from its
market position as the 12th largest U.S. broker by revenues
(source: Business Insurance magazine).  Nevertheless, Alliant's
competitive position is marginal relative to its global brokerage
peers'.  Alliant and its regional peers lack the multinational
presence and broad infrastructure to service larger accounts
dominated by Aon, Marsh, and Willis.  For the first nine months of
2013, Alliant produced EBITDA margins of 33%, primarily attributed
to a well-diversified revenue stream in profitable specialty
brokerage and employee benefits products and services.

Recovery ratings on the company's debt issues are unaffected by
this rating change.

The outlook is stable.  S&P expects Alliant to maintain its
competitive position and favorable operating performance.  The
company's strong customer retention and specialty offerings should
result in solid organic revenue growth of 5%-10% in 2013 and 2014.
S&P also expects profitability to remain steady as measured by
healthy EBITDA margins in the 31%-33% range.

S&P could revise the outlook to negative or lower the rating
during the next 12 months if leverage and coverage deteriorate
beyond current levels either due to a decline in earnings or if
management takes a more aggressive approach to financial policy
through additional debt financing for acquisitions or reinvestment
in the business above a level appropriate for the rating.  This
could occur if leverage increases to more than 7.5x or coverage
decreases to less than 2.0x on a sustained basis.

Although unlikely in the next 12 months, S&P may consider an
upgrade if leverage falls to less than 5.0x on a sustained basis.
This could occur through a combination of earnings growth and debt
pay-down through scheduled amortization and a mandatory 25%-50%
cash-flow sweep (first payment due in March 2014).


ALLY FINANCIAL: Settles with Government for $98 Million
-------------------------------------------------------
Alan Zibel and Andrew R. Johnson, writing for The Wall Street
Journal, reported that the U.S. government reached a $98 million
settlement with auto-lender Ally Financial Inc., marking the
government's biggest case against a lender for alleged
discrimination in the car-loan market.

According to the report, Ally, the third-largest U.S. auto lender,
settled allegations by the U.S. Department of Justice and Consumer
Financial Protection Bureau that the company discriminated against
235,000 minority borrowers by charging them higher interest rates.

Under the settlement, Ally will pay $80 million in compensation
for victims of discrimination and $18 million in penalties, the
report related.  Consumers are expected to receive $200 to $300 on
average, but the exact figure will depend on the amount of the
interest-rate differences.

The action stems from a wide probe into discrimination in the
auto-lending market, with officials scrutinizing several banks and
auto-finance companies, the report said.  Federal officials
contend the industry's system of making loans through auto dealers
increases the risk of discrimination, even if unintentional, since
dealers are able to add extra interest-rate charges to consumers
as compensation for setting up the loan.  Officials say the system
provides a financial incentive for dealers to charge higher rates
because they earn more compensation by doing so.

"Whether or not Ally consciously intended to discriminate makes no
practical difference" for consumers, said CFPB Director Richard
Cordray, the report cited.

                        About Ally Financial

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

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

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


ARVADA STRUCTURES: U.S. Trustee Unable to Form Creditors Committee
------------------------------------------------------------------
Richard A. Wieland, U.S. Trustee for Region 19, notified the
Bankruptcy Court that he was unable to appoint an official
committee of unsecured creditors in the Chapter 11 case of Arvada
Structures, LLC.

According to the U.S. Trustee, there were too few unsecured
creditors who are willing to serve on a Creditors' Committee.

Arvada Structures filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 13-29222) on Nov. 19, 2013.  The petition was signed by
Halston Mikail as manager.  The Debtor estimated assets and debts
of at least $10 million.  Judge Howard R Tallman presides over the
case.  Jeffrey S. Brinen, Esq., serves as the Debtor's counsel.


ASR CONSTRUCTORS: Feb. 7 Fixed as Claims Bar Date
-------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
established Feb. 7, 2014, as the deadline for any individual or
entity to file proofs of claim against ASR Constructors, Inc.

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


ATP OIL: Texas Bankruptcy Court Allows Sale of UK Subsidiary
------------------------------------------------------------
Law360 reported that a Texas bankruptcy court granted a request by
ATP Oil & Gas -- which has already made a deal with Credit Suisse
to sell off a large portion of its interests in the Gulf of Mexico
-- to sell its wholly owned U.K. subsidiary.

According to the report, U.S. Bankruptcy Judge Marvin Isgur
entered an order authorizing Alpha Petroleum UK Holdings Ltd. to
purchase the equity share capital of ATP Oil & Gas (UK) Ltd. --
which was not included in the $635 million ATP Deepwater asset
sale.

                           About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.


AUTOMATED BUSINESS: PNC Says Zuckerman Has Conflict in Chapter 11
-----------------------------------------------------------------
Law360 reported that PNC Bank NA filed an objection in Maryland
bankruptcy court to bankrupt military supplier Automated Business
Power Inc.'s retention of Zuckerman Spaeder LLP as counsel, saying
the firm was improperly hired by one of the company's largest
creditors.

According to the report, the bank alleged that the law firm would
be paid using a loan from Eyal Halevy, a Florida resident who's
listed as the company's president in some older General Services
Administration and district court documents.

Automated Business Power, Inc., and Automated Business Power
Holding Co filed their Chapter 11 petitions (Bankr. D. Md. Case
Nos. 13-27123 and 13-27125) on Oct. 8, 2013.  The petitions were
signed by Daniel Akman as president.  The Debtors estimated assets
of at least $50 million and liabilities of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.


BAKERSFIELD GROVE: US Trustee Withdraws Motion for Case Dismissal
-----------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16, has
withdrawn his motion seeking the dismissal Bakersfield Grove
Limited, LLC's Chapter 11 case.  Michael Hauser, Esq., the
attorney for the U.S. Trustee, said in a court filing dated
Dec. 13, 2013, that the Debtor has cured the deficiencies noted in
the U.S. Trustee's dismissal motion.

As reported by the Troubled Company Reporter on Nov. 28, 2013, Mr.
Anderson asked the Bankruptcy Court to dismiss the Debtor's
Chapter 11 bankruptcy case or convert it to one under Chapter 7 of
the U.S. Bankruptcy Code for these reasons:

   (1) The Debtor failed to file Monthly Operating Reports for the
       months of July, August and September 2013; and

   (2) The Debtor did not pay the U.S. Trustee quarterly fees due
       and owing for the second and third quarters of 2013.

                      About Bakersfield Grove

Brea, California-based Bakersfield Grove Limited, LLC, owns real
property at Panam Lane in Bakersfield, Calif.

Bakersfield Grove filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 12-13157) on March 12, 2012.  Judge Erithe A. Smith
presides over the case.  Kathy Bazoian Phelps, Esq., at Danning,
Gill, Diamond & Kollitz, LLP.  The petition was signed by Robert
M. Clark, president of managing member.

The Debtor scheduled total assets of $17.4 million and total
liabilities of $20.7 million.

Steven M. Speier, the receiver of the Debtor's assets, is
represented by Jeffrey B. Gardner, Esq., and Laurie Chavez, Esq.,
at Barry, Gardner & Kincannon.


BETSEY JOHNSON: Jan. 30 Hearing to Approve Settlement
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Jan. 30, 2014, at 10:00 a.m., to
consider Betsey Johnson LLC's motion to approve a settlement
agreement with the Official Committee of Unsecured Creditors,
Betsey Johnson, Chantal Bacon, BJ Vines, Inc., well as Castanea
Partners Inc., Castanea Family Holdings LLC, Castanea Family
Investments LLC and Castanea Partners Fund 111 L.P.

Objections, if any, are due Jan. 16.

According to the Debtor, the Committee has investigated any
potential causes of action that may exist against some or all of
the Potential Defendants including but not limited to unlawful
distributions, unlawful dividends, unjust enrichment, and
fraudulent conveyances.  After conducting such due diligence, both
the Debtor and the Committee, well as the Potential Defendants,
determined that settling the Potential Causes of Action was in
each of their best interests.

The Parties have reached an agreement memorialized by the terms of
the settlement agreement to resolve any potential disputes with
respect to the Potential Causes of Action and any other potential
causes of action that may exist between the Debtor, the Debtor's
creditors and the Potential Defendants.

The salient terms of the settlement agreement are:

   a. Betsey, Chantal and Castanea will remit cash payments to
      the Debtor in the aggregate amount of $1.4 million.

   b. The payment by Betsey, Chantal and Castanea will be
      conditioned on the Debtor remitting payment in satisfaction
      of the allowed priority claim of the State of New York for
      unpaid sales and use taxes, which was paid on or about
      Dec. 6, 2013, in furtherance of the settlement.

   c. The Debtor and Committee, on the one hand, and the Potential
      Defendants, on the other, will provide mutual general
      releases.

   d. The Effective Date of the Settlement Agreement will be the
      first business day 14 calendar days after entry on the
      docket of a Court order approving the motion.

                        About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid will bring the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off its debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BIOSCRIPT INC: Downgraded to B3 Corporate by Moody's
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that BioScript Inc., a provider of home-infusion services,
has a B3 corporate rating following the one-step downgrade on
Dec. 20 by Moody's Investors Service.

Moody's said that the Elmsford, New York-based company has an
"aggressive acquisition growth strategy." The rating company now
expects "financial leverage will remain higher than previously
anticipated."

BioScript has 177 locations in 29 states, also providing home
health care and pharmacy benefit services.

Revenue for a year ended in September was $779 million, Moody's
said.

The stock closed on Dec. 20 at $7.19, down 20 cents on the Nasdaq
Stock Market. In the last three years, the high was $17.23 on
July 8, 2013. The low was $4.12 on March 21, 2011.


BLITZ USA: Closes In on Deal with Wal-Mart in Gas Can Litigation
----------------------------------------------------------------
Law360 reported that bankrupt Blitz USA Inc. and its former top
customer, Wal-Mart Stores Inc., have won peace in sprawling
personal injury litigation over the defunct company's gasoline
containers after several plaintiffs agreed to ditch their
objections to a nearly $162 million settlement, according to court
documents filed in Delaware.

According to the report, the hold-out plaintiffs -- whose lawsuits
in Texas were part of a wave of litigation claiming Blitz's
plastic gas cans were prone to catching fire or exploding --
signed on to an agreement backing Blitz's bankruptcy plan.

                        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.


BUILDING #19: Court Okays Duane Morris as Committee's Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Building #19,
Inc., and its debtor-affiliates has obtained permission from the
U.S. Bankruptcy Court for the District of Massachusetts to retain
Duane Morris LLP as counsel, nunc pro tunc to Nov. 14, 2013.

As reported by the Troubled Company Reporter on Dec. 6, 2013, the
Committee requires Duane Morris to, among other things, assist and
advise the Committee in its consultations with the Debtors
relative to the administration of this Chapter 11 case.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 13-
16429) on Nov. 1, 2013.  Donald Ethan Jeffery, Esq., and Harold B.
Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.


BUILDING #19: Has Nod to Hire Murphy & King as Bankruptcy Counsel
-----------------------------------------------------------------
Building #19, Inc., et al., obtained authorization from the U.S.
Bankruptcy Court for the District of Massachusetts to employ
Murphy & King, Professional Corporation, as their bankruptcy
counsel.

As reported by the Troubled Company Reporter on Nov. 27, 2013, the
Firm will, among other things, advise the Debtors with respect to
any plan of reorganization and any other matters relevant to the
formulation and negotiation of a plan or plans of reorganization
in these cases.

The United States Trustee, as reported by the TCR on Dec. 6, 2013,
filed an objection to the employment of the Firm, stating that
there was insufficient information regarding intercompany
liabilities that may give rise to disqualifying adverse interests.

In a court filing dated Dec. 12, 2013, the parties reported that
the U.S. Trustee's objection has been resolved.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 13-
16429) on Nov. 1, 2013.  Donald Ethan Jeffery, Esq., and Harold B.
Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.


BUILDING #19: Has OK to Hire Tron Group as Financial Advisers
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, has granted Building #19, Inc., et al.,
permission to employ The Tron Group, LLC, as financial advisers,
to, among other things, oversee store closing sales and assist in
the day-to-day management of the Debtors' cash and disbursements.

As reported by the Troubled Company Reporter on Nov. 12, 2013,
Robert Wexler, the president of Tron, will be paid $350 per hour
for his services to the Debtors.  Managing directors and
accounting managers will be paid $250 per hour and $180 per hour,
respectively.  The firm will also be reimbursed for any necessary
out-of-pocket expenses.

The TCR reported on Dec. 6, 2013, that the United States Trustee
objected to the application filed by the Debtors to employ Tron,
saying that there was insufficient information regarding
intercompany liabilities that may give rise to disqualifying
adverse interests.  The U.S. Trustee requested that any employment
order should (a) refine the indemnification provision in Tron's
Oct. 30, 2013 engagement letter and (b) direct Tron not to
duplicate services performed by Gordon Brothers.

In a court filing dated Dec. 12, 2013, the parties reported that
the U.S. Trustee's objection has been resolved.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 13-
16429) on Nov. 1, 2013.  Donald Ethan Jeffery, Esq., and Harold B.
Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.


C&K MARKET: US Trustee Objects to Hiring of Edward Hostmann as CRO
------------------------------------------------------------------
Gail B. Geiger, Acting United States Trustee for Region 18, filed
an objection to C&K Markets, Inc.'s application to employ Edward
Hostmann, Inc., as chief restructuring officer.

As reported by the Troubled Company Reporter on Nov. 28, 2013, the
Debtor sought the Bankruptcy Court's permission to employ Mr.
Hostmann at an hourly rate of $435.  The Debtor and Mr. Hostmann
agreed that Mr. Hostmann's hourly fees will not exceed $16,000 per
week.  Associates of Mr. Hostmann will be paid hourly rates of
$295.

The U.S. Trustee objects to the employment of EHI because it does
not comply with the statutory prerequisites for professional
retention.  In particular, the Debtor may only retain a
professional person to carry out its duties if that person is
"disinterested".  In this case, the application to retain EHI
discloses that EHI served as the Debtor's chief restructuring
officer prior to the petition date, and that it has had authority
to control and operate the Debtor's business.  Specifically, EHI
began providing financial consulting advice to Debtor in April
2013.  In July 2013, the Debtor's board of directors appointed EHI
to serve as the Debtor's chief restructuring officer.  Therefore,
EHI is both an "insider" and an "officer" of the Debtor, and is
consequently not "disinterested".

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores on Nov. 19, 2013.  The case (Bankr. D. Ore.
Case No. 13-64561) is assigned to Judge Frank R. Alley, III.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  The Food Partners, LLC,
serves as the Debtors' financial advisor.

The Debtors listed debt of more than $100 million and assets of
less than $50 million in court documents.


C&K MARKET: Committee Hiring Farleigh Wada as Local Counsel
-----------------------------------------------------------
The Unsecured Creditors Committee of C&K Market Inc. seeks
permission from the U.S. Bankruptcy Court for the District of
Oreon to employ the law firm of Farleigh Wada Witt as local co-
counsel.

FWW will, among other things:

      a. advise and represent the Committee in connection with
         the Debtor's obtaining use of postpetition financing;

      b. review the propriety of liens and claims of creditors and
         to review the potential avoidability of liens and other
         transfers;

      c. assist the Committee in the analysis of the Debtor's
         schedules of assets and liabilities, statement of
         financial affairs, and monthly financial reports and
         projections; and

      d. assist the Committee in reviewing any plan of
         reorganization and disclosure statement.

FWW intends to work closely with the Debtor's representatives and
the other professionals retained by the Committee to ensure that
there is no unnecessary duplication of services performed or
charged to the Debtor's estate.

FWW will be paid at these hourly rates:

            Attorneys
            ---------
         F. Scott Farleigh          $400
         Mark R. Wada               $390
         Brian R. Witt              $345
         David R. Ludwig            $355
         Dean T. Sandow             $350
         Brad C. Stanford           $340
         Laury H. Hennings          $340
         Harold B. Scoggins, III    $325
         Paul Migchelbrink          $325
         Tara J. Schleicher         $325
         Michelle M. Bertolino      $305
         Kimberley Hanks McGair     $300
         Jason M. Ayres             $280
         Kelly R. Tilden            $265
         Marisol Ricoy McAllister   $255
         Margot D. Lutzenhiser      $230
         Trish A. Walsh             $220
         Melissa E. Beyer           $215

            Paralegals
            ----------
         Kathleen Biddle            $130
         Lillian Erwin              $140
         Diane Fallon               $140
         Deborah Lewis              $130
         Ruth Zurcher               $130
         Susan McGonegal            $130

         Support Staff               $60

To the best of the Committee's knowledge, FWW 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.

On Dec. 18, 2013, Gail B. Geiger, Acting United States Trustee for
Region 18, filed an objection, seeking the denial of the
Committee's application to employ FWW.  According to the Acting
U.S. Trustee, FWW represents a significant adverse interest to the
Committee -- U.S. Bank, the Debtor's largest secured creditor and
postpetition lender -- in unrelated matters.  Thus, FWW has dual
loyalties.

"Further, FWW is precluded from taking positions adverse to U.S.
Bank based on its conflicts waiver and representation of the bank.
The Commitee proposes to resolve that conflict by employing New
York co-counsel, Otterbourg, PC, to address all U.S. Bank matters.
Using conflict counsel is not per se impermissible.  However,
issues concerning U.S. Bank are central to this case.  If local
counsel cannot take any position adverse to the bank, and all U.S.
Bank matters are delegated to Otterbourg, FWW cannot meaningfully
participate as Local District Court Rule 83-3 requires," the
Acting U.S. Trustee states.

Normal benefits of local co-counsel (creating efficiencies and
reducing costs) would be negated, says the Acting U.S. Trustee, as
Otterbourg would fly cross-continent for evidentiary hearings, and
may be compromised at telephonic hearings if they are not present
to review documents offered in court.

Farleigh Wada can be reached at:

          Tara J. Schleicher, Esq.
          Farleigh Wada Witt
          121 SW Morrison Street, Suite 600
          Portland, Oregon 97204-3136
          Tel: (503) 228-6044
          E-mail: tschleicher@fwwlaw.com

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores on Nov. 19, 2013.  The case (Bankr. D. Ore.
Case No. 13-64561) is assigned to Judge Frank R. Alley, III.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  The Food Partners, LLC,
serves as the Debtors' financial advisor.

The Debtors estimated debt of more than $100 million and assets of
less than $50 million in court documents.


C&K MARKET: Committee Taps Otterbourg as Lead Counsel
-----------------------------------------------------
The Unsecured Creditors Committee of C&K Market Inc. asks for
authorization from the U.S. Bankruptcy Court for the District of
Oregon to retain Otterbourg P.C. as lead co-counsel, effective as
of Dec. 3, 2013.

Otterbourg will, among other things:

      a. attend meetings and negotiate with the representatives of
         the Debtor and other parties in interest;

      b. assist and advise the Committee in its examination and
         analysis of the conduct of the Debtor's affairs;

      c. assist the Committee in the review, analysis and
         negotiation of any plan of reorganization and disclosure
         statement filed in this case; and

      d. to assist the Committee in the review and analysis of any
         financing agreements.

Otterbourg intends to work closely with the Debtor's
representatives and the other professionals retained by the
Committee to ensure that there is no unnecessary duplication of
services performed or charged to the Debtor's estate.

Otterbourg will be paid at these hourly rates:

         Scott L. Hazan, Partner                     $940
         David M. Posner, Partner                    $835
         Jenette A. Barrow-Bosshart, Partner         $795
         Jessica M. Ward, Associate                  $555
         Gianfranco Finizio, Associate               $425
         Cathleen A. Pellegrino, Paraprofessional    $255
         Partner/Counsel                           $595-$940
         Associate                                 $275-$645
         Paralegal                                 $250-$260

Scott L. Hazan, Esq., a partner at Otterbourg, attests to the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The lead co-counsel can be reached at:

         Otterbourg P.C.
         Scott L. Hazan, Esq.
         Jenette A. Barrow-Bosshart, Esq.
         230 Park Avenue
         New York, NY 10169
         Tel: (212) 661-9100
         E-mail: SHazan@otterbourg.com
                 JBarrow@otterbourg.com

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores on Nov. 19, 2013.  The case (Bankr. D. Ore.
Case No. 13-64561) is assigned to Judge Frank R. Alley, III.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  The Food Partners, LLC,
serves as the Debtors' financial advisor.

The Debtors listed debt of more than $100 million and assets of
less than $50 million in court documents.


C&K MARKET: Creditors' Panel Hires Protiviti as Consultant
----------------------------------------------------------
The Official Committee of Unsecured Creditors of C & K Market,
Inc. seeks authorization from the U.S. Bankruptcy Court for the
District of Oregon to retain Protiviti, Inc. as financial
consultant for the Committee, effective Dec. 6, 2013.

The Committee requires Protiviti Inc. to:

   (a) review and analyze the Debtor's weekly financial and
       cash flow performance as compared to its budget;

   (b) review and analyze historical operating results and
       recent performance and comparison to Debtor's long-term
       projections;

   (c) review and analyze the Debtor's business segment and
       location-by-location analyses of profitability to determine
       profitable and unprofitable locations or business segments;

   (d) analyze the Debtor's business as a going concern;

   (e) identify and evaluate unencumbered assets;

   (f) prepare estimated payout or distribution analyses;

   (g) review and analyze financial and cash flow projections
       to evaluate the feasibility of the Debtor's projections or
       any proposed Plan of Reorganization;

   (h) review the Debtor's Plan of Reorganization and Disclosure
       Statement; and

   (i) assist the Committee and its counsel in developing
       strategies and related negotiations with the Debtor and
       other interested parties with respect to elements of the
       Debtor's treatment to the unsecured creditors under a
       proposed Plan or such treatment under alternative proposals

The Committee has agreed that Protiviti Inc. will be compensated
for its services from assets of the estate on the basis of a
monthly rate of $40,000 per month for December 2013 and January
2014 and $25,000 per month thereafter, subject to review and
approval by this Court.  Protiviti will not charge for any travel-
related expenses for the duration of this engagement.

Protiviti Inc. will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Michael Atkinson, managing director of Protiviti Inc., 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.

Protiviti Inc. can be reached at:

       Michael Atkinson
       PROTIVITI, INC.
       1 East Pratt St., Suite 800
       Baltimore, MD 21202 USA
       Tel: +1 (410) 454-6836
       E-mail: michael.atkinson@protiviti.com

                       About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Case No. 13-64561, Bankr. D.
Ore.).  The case is assigned to Judge Frank R. Alley, III.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  The Food Partners, LLC,
serves as the Debtors' financial advisor.

The Debtors listed debt of more than $100 million and assets of
less than $50 million in court documents.


CANVAS CORP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Canvas Corp LLC
        2300 Old Missouri Road
        Springdale, AR 72764

Case No.: 13-74142

Chapter 11 Petition Date: December 20, 2013

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Hon. Ben T Barry

Debtor's Counsel: Stanley V Bond, Esq.
                  ATTORNEY AT LAW
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  Email: attybond@me.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Randall Meier, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/arwb13-74142.pdf


CENTER FOR SOLUTIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Center for Solutions, PC
        1820 Walnut Street East
        Devils Lake, ND 58301

Case No.: 13-30790

Chapter 11 Petition Date: December 20, 2013

Court: United States Bankruptcy Court
       District of North Dakota (Fargo)

Judge: Hon. Shon Hastings

Debtor's Counsel: Kip M. Kaler, Esq.
                  KALER DOELING, PLLP
                  3429 Interstate Blvd.
                  P.O. Box 9231
                  Fargo, ND 58106
                  Tel: 701-232-8757
                  Fax: 701-232-0624
                  Email: kip@kaler-doeling.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Glenda Spencer, president.

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


CIT GROUP: To Pay $60MM to Settle Tyco Tax-Agreement Feud
---------------------------------------------------------
Law360 reported that CIT Group Inc. will pay ex-owner Tyco
International Ltd. $60 million to settle their feud over a tax
agreement the pair entered in 2002 stemming from Tyco's sale of
all of its CIT shares in a public offering, CIT said in a U.S.
Securities and Exchange Commission filing on Dec. 20.

According to the report, that 2002 agreement required CIT to pay
Tyco up to $794 million in federal tax attributes and up to $180
million in state tax attributes, CIT said in the form 8K it filed.

                         About CIT Group

Bank holding company CIT Group Inc. and affiliate CIT Group
Funding Company of Delaware LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged
Chapter 11 plan of reorganization.  Evercore Partners, Morgan
Stanley and FTI Consulting served as the Company's financial
advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as
legal counsel in connection with the restructuring plan.  Sullivan
& Cromwell served as legal advisor to CIT's Board of Directors.

The Court validated the vote of CIT's impaired classes of
creditors and confirmed the Plan on Dec. 8, 2009.  The Plan
provided for the conversion to equity or reinstatement of seven
classes of debt issued primarily in the form of notes and
debentures; one class of unsecured notes was exchanged for new
debt.  General unsecured creditors, including holders of claims
arising from the rejection of executory contracts, were paid in
full and deemed unimpaired.  Holders of preferred and common
stock, as well as subordinated claims, received no recovery.

CIT emerged from bankruptcy protection on Dec. 11, 2009.

                          *     *     *

In February 2012, Moody's Investors Service upgraded CIT's
Corporate Family Rating to B1 from B2, recognizing CIT's
achievements in strengthening its liquidity profile by
diversifying funding sources, extending debt maturities, and
reducing the level of encumbered assets.

Dominion Bond Rating Service also has upgraded CIT's ratings,
including its Issuer Rating to BB (low) from B (high).


COMMUNITY TOWERS: US Trustee Wants Case Converted to Ch 7
----------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 17, asks the U.S.
Bankruptcy Court for the Northern District of California to
convert the Chapter 11 cases of Community Towers I, LLC, et al.,
to cases under Chapter 7, saying that there remains nothing left
to reorganize.

The U.S. Trustee claims that the Debtors: (i) have lost their real
property to foreclosure and have nothing left to reorganize;
(ii) have overdue quarterly fees; and (iii) have no incentive to
pursue potential claims against insiders, including fraudulent
transfers, which claims a Chapter 7 trustee would be in a better
position to evaluate and pursue for the benefit of creditors.

The Court has denied confirmation of the Debtors' Plan, finding
that it was not in the best interest of creditors and that it was
not feasible.  Thereafter, the Debtors lost their primary asset to
foreclosure.  San Jose Towers asserts that all of the Debtors
remaining cash, i.e. $1,186,230, is its cash collateral.

The Debtors are delinquent with U.S. Trustee fees.  Community
Towers, I, LLC, is current with trustee fees but the remaining
Debtors owe a total of $2,282.09 U.S. Trustee fees as of Oct. 31,
2013.

The U.S. Trustee states that there is potential for unsecured
creditors to benefit from a conversion.  An additional cause in
favor of converting Debtors' cases to Chapter 7 is that a Chapter
7 Trustee would be permitted to determine if any payments to
creditors or others are voidable transfers, and if the over
$1 million in payments made to insiders during the year prior to
filing were fraudulent transfers or otherwise revocable.  Rosalie
Feece, the wife of the responsible individual John Feece, is the
recipient of many of these transfers, so Mr. Feece has no
incentive to investigate or pursue either a fraudulent transfer
action against himself, his wife or his others.

                  About Community Towers I

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

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

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

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


COOPER-BOOTH WHOLESALE: Lease Decision Period Extended to May 30
-----------------------------------------------------------------
The Hon. Magdeline D. Coleman of the U.S. Bankruptcy Court for the
Eastern District has extended, at the behest of Cooper-Booth
Wholesale Company, L.P., et al., has extended through and
including May 30, 2014, the period within which the Debtor may
assume, assign or reject the lease of non-residential real
property located on 200 Lincoln West Drive, Mountville,
Pennsylvania.

As reported by the Troubled Company Reporter on Nov. 25, 2013, the
Debtor entered into a non-residential real property lease
agreement, as tenant, with Bardon Development, L.L.P., as its
landlord, prior to the Petition Date.

Bardon consents to the extension of the Debtor's time to assume,
assign or reject the lease agreement.

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Official Unsecured Creditors' Committee in
the Chapter 11 case.

Cooper-Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


CORNERSTONE HOMES: Creditors' Panel Wants Chapter 11 Trustee
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cornerstone Homes
Inc. has asked the U.S. Bankruptcy Court to appoint a chapter 11
trustee in the case.

Gregory J. Mascitti filed a declaration in support of the motion.

Counsel for the Panel can be reached at:

         Gregory J. Mascitti
         70 Linden Oaks, Suite 210
         Rochester, NY 14625
         Tel: (585) 270-2100
         Fax: (585) 270-2179
         E-mail: Gregory.mascitti@leclairryan.com

                       About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.  The company owns 728 properties, with approximately
400 subject to land contracts.

Cornerstone Homes Inc., a homebuilder from Corning, New York,
filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on
July 15, 2013, in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan
Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink,
LLP, in Rochester, N.Y., serve as the Debtor's counsel.  The
Debtor has tapped GAR Associates to appraise a selection of its
properties to support the Debtor's liquidation analysis.


CUE & LOPEZ: Hires Torres CPA as Auditor
----------------------------------------
Cue & Lopez Construction, Inc. asks for permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Torres
CPA Group and Torres, Hernandez & Punter, CPA, PSC (collectively
"TCG-THP) as auditor.

The duties of TCG-THP will consist of the preparation of the
Debtor's annual tax returns in order to meet governmental
deadlines and avoid interest and penalties, and auditing services
for the year ended on Sept. 30, 2013, including planning and
preliminary evaluation, field work procedures, preparation of
reports and performance of tests and revisions of the Debtor's
accounting procedures to assure the Debtor is functioning in an
efficient manner.

TCG-THP, as the Debtor's external auditor will perform the audit
for the year ended on Sept. 30, 2013, monitor, and prepare and
file of its tax returns, subject to the approval of this Court in
accordance to Rule 2014 of the Federal Rules of Bankruptcy
Procedure.

The Debtor will compensate TCG-THP on the basis of an estimated
flat fee of $2,150 for tax return services and an estimated fee
(170 hours) of $17,000 for auditing and monitoring services.  TCG-
THP will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Luis Hernandez Santana, managing partner of TCG-THP, 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.

TCG-THP can be reached at:

       Luis Hernandez Santana
       TORRES CPA GROUP AND TORRES,
       HERNANDEZ & PUNTER, CPA PSC
       La Ceramica Industrial Park,
       Road 190 km.0.7
       Carolina, PR 00985
       Tel: (787) 752-4545
       Fax: (787) 752-4644

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

The Debtor is represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as its accountant.

The Debtor disclosed assets of $12.65 million and liabilities of
$16.66 million.  The Chapter 11 petition was signed by Frank F.
Cue Garcia, president.


CUE & LOPEZ: Employs Auri Coira as Realtor
------------------------------------------
Cue & Lopez Construction, Inc. seeks permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ
Auristela Coira Cintron of Auri Coira Realty as realtor.

The Debtor seeks to employ Auri Coira to procure the sale of the
Debtor's realty at Ms. Coira's suggested sales price of:

   Hillsview Plaza Apt. 516, Guaynabo, P.R.        - $350,000
   Las Vistas de Gurabo, Apt. PH-633, Gurabo, P.R. - $180,000
   Grand Palm II A-5, Vega Alta, P.R.              - $255,000

The term of Ms. Coira's engagement will be for 180 days with a 3%
commission for the sale of the properties.  If within the six
months following the expiration of the Contract, Debtor does
business with any client that Ms. Coira's may have contacted in
reference to the properties, the Debtor will have to pay Ms. Coira
the 3% commission.

Auristela Coira Cintron 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.

Auri Coira can be reached at:

       Auristela Coira Cintron
       AURI COIRA REALTY
       Urb. College Park, 217 Viena St.
       San Juan, PR 00921
       Tel: (787) 690-7000
       E-mail: acoira.realty@yahoo.com

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

The Debtor is represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as its accountant.

The Debtor disclosed assets of $12.65 million and liabilities of
$16.66 million.  The Chapter 11 petition was signed by Frank F.
Cue Garcia, president.


DETROIT, MI: Swaps Deal Faces Renegotiation or Possible Litigation
------------------------------------------------------------------
Reuters reported that a key component in Detroit's plan to exit
bankruptcy will either be renegotiated or possibly face
litigation, an attorney for the city told a federal judge.

According to the report, if the city cannot reach an agreement
over costly interest-rate swap deals with banks and objecting
parties, attorney Thomas Cullen of law firm Jones Day said,
Detroit would retain its rights to litigate an end to the swaps.

"In the interim, we are doing whatever is necessary to protect the
city, its residents and its interests and preserve the city's
ability to take whatever course of action it deems necessary,"
Cullen told U.S. Bankruptcy Court Judge Steven Rhodes, who is
overseeing the historic case Detroit filed in July, the report
related.

Judge Rhodes postponed the remainder of a three-day hearing on the
swaps and a plan to finance their termination, the report said. He
urged the parties to renegotiate the agreement.

The original deal had Detroit securing a $350 million loan from
Barclays PLC, of which about $230 million would be used to end the
expensive interest rate swap agreements with UBS AG and Bank of
America Corp.'s Merrill Lynch Capital Services at a 25 percent
discount, the report further related.  The remainder of the money
would be earmarked to improve services in the cash-strapped city.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Judge Opposes Direct Appeal on Eligibility
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether Detroit is eligible for Chapter 9 municipal
bankruptcy is a question the U.S. Circuit Court of Appeals
shouldn't decide at this time, if the appeals court accepts the
recommendation of U.S. Bankruptcy Judge Steven Rhodes.

According to the report, if the appeals court nonetheless decides
to accept the case and rule on whether Judge Rhodes was correct
when he found Detroit bankruptcy-eligible, the bankruptcy judge
recommended that the circuit court confer with the federal judge
in charge of mediation before deciding whether to accelerate the
appeal.

Judge Rhodes wrote a 143-page opinion on Dec. 5 explaining why
Detroit satisfied requirements for attempting a municipal debt
adjustment in federal bankruptcy court. Unions and pension systems
immediately appealed and lodged a request that the appeal go
directly to the Court of Appeals, overstepping an intermediate
appeal to a district judge.

In a 15-page ruling on Dec. 20, Judge Rhodes said his Dec. 5
ruling qualifies for direct appeal to the circuit court because it
involves questions of "public importance." Judge Rhodes alluded to
how bankruptcy could end up affecting $3.5 billion in unfunded
pension liability and thus touch the lives of 21,000 retirees and
10,000 city workers.

Although the case is eligible for direct appeal, Judge Rhodes
recommended that the circuit court exercise its discretion not to
hear the case because it wasn't a so-called final order. The
eligibility finding does not finally affect any creditors' rights
and therefore shouldn't go up on appeal under traditional rules
governing when it's time to appeal.

If the appeals court nonetheless takes the case, Judge Rhodes said
he isn't in a position to say whether or not it should be
accelerated. Judge Rhodes said the person to ask is U.S. District
Judge Gerald Rosen in Detroit who's in charge of a team of
mediators.

Because it involves settlement discussions, Judge Rhodes said,
he's divorced from the status of mediation. Judge Rhodes therefore
recommended that the circuit judges, either directly or through
their own mediation office, consult with Judge Rosen to decide if
a quicker appeal would assist or hinder settlement talks.

Judge Rhodes said his eligibility opinion opened the door for
talks on a debt-adjustment plan. He said that now is the time "to
begin that discussion, unfettered by piecemeal appellate
litigation."

The city told a judge it may sue the banks who are counterparties
to a swap agreement unless they make additional concessions in
connection with terminating the swap. Last week, the judge
suspended the trial over approval of a $350 million loan to pay
$240 million in termination of the swap.

                 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.


DURFEE INC.: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Durfee, Inc.
           dba Durfee Car Wash Oil and Smog
        2205 Durfee Avenue
        El Monte, CA 91723

Case No.: 13-39770

Chapter 11 Petition Date: December 20, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Thomas B. Donovan

Debtor's Counsel: M Jonathan Hayes, Esq.
                  SIMON RESNIK HAYES LLP
                  15233 Ventura Blvd Ste 250
                  Sherman Oaks, CA 91403
                  Tel: 818-783-6251
                  Fax: 818-783-6253
                  Email: jhayes@srhlawfirm.com

Total Assets: $1.18 million

Total Liabilities: $2.50 million

The petition was signed by Andre Giragossian, president.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb13-39770.pdf


EASTERN HILLS: Comptroller & TWC Support Conversion to Chapter 7
----------------------------------------------------------------
The Texas Comptroller of Public Accounts and the Texas Workforce
Commission support, through the Texas Attorney General's Office,
filed a response in support of the U.S. Trustee's motion asking
the U.S. Bankruptcy Court for the Northern District of Texas to
convert the Chapter 11 case of Eastern Hills Country Club to one
under Chapter 7 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on Dec. 13, 2013, the
U.S. Trustee stated that cause exists for conversion of the
Debtor's case because, among other things: (i) the Debtor has not
complied with its fiduciary duties, and because the Debtor's
operations are insufficient to support a plan of reorganization;
(ii) the Debtor's operating reports appear less than reliable as
they fail to provide an accurate account of post-petition
liabilities; and (iii) the Debtor has failed to remain current on
adequate protection payments and is not in compliance with its
post-petition tax reporting obligations.

"In support of the U.S. Trustee's motion, the Comptroller would
advise the Court that the Debtor has paid no post-petition sales
taxes and no post-petition unemployment taxes.  The post-petition
balance due for sales taxes is over $20,000 and for unemployment
taxes over $1,200," Jay W. Hurst, Esq., the attorney for the
Comptroller and TWC, said in a court filing dated Dec. 17, 2013.

The Comptroller is a fully secured creditor of the Debtor and
holds a lien second to that of the IRS on the golf course which
the Debtor has valued at $5 million.  The real property alone, if
sold, would pay all creditors in full, according to Mr. Hurst.

"The U.S. Trustee's motion establishes 'cause' to convert or
dismiss this case.  The same 'cause' justifies the appointment of
a Chapter 11 Trustee.  The Comptroller and the TWC suggest that a
Chapter 11 Trustee should be appointed.  This will enable an
independent review of the business, the property, and bring
experience to negotiating a sale.  Further, Debtor's counsel has
expressed concerns that certain documents require that the
Debtor's business continue to be operated or the Debtor may
forfeit the right to continue its business as a golf course," Mr.
Hurst said.

The attorney for the Comptroller and TWC can be reached at:

         Jay W. Hurst, Esq.
         Assistant Attorney General
         Bankruptcy & Collections Division
         P. O. Box 12548
         Austin, TX 78711-2548
         Tel: (512) 475-4861
         Fax: (512) 482-8341

                        About Eastern Hills

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

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

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


EFUSION SERVICES: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: eFusion Services LLC
        PO Box 201973
        Denver, CO 80222

Case No.: 13-30740

Chapter 11 Petition Date: December 20, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Michael E. Romero

Debtor's Counsel: Philipp C. Theune, Esq.
                  POWELL THEUNE PC
                  2010 E. 17th Ave.
                  Denver, CO 80206
                  Tel: 303-832-1150
                  Fax: 303-845-6934
                  Email: ptheune@powelltheune.com

Total Assets: $35 million

Total Debts: $28.62 million

The petition was signed by Paul Lufkin, Mgr. of eFusion Management
LLC.

List of Debtor's six Largest Unsecured Creditors:

   Entity                    Nature of Claim   Claim Amount
   ------                    ---------------   ------------
ReliaSource LLC                 Trade Debt      $1,125,000
PO Box 201973
Denver, CO 80220

OC Capital Management           Trade Debt         $45,000

Hallet & Perrin PC              Trade Debt         $36,490

Aaron Isleals PC                Trade Debt         $13,105

Wilcor Development LLC          Bank Loan           $7,500

Agents and Corporations Inc.                           $90


EVOLUTION ACADEMY: S&P Lowers Rating on Revenue Bonds to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB+' on Texas Public Finance Authority Charter School
Finance Corp.'s series 2010A and 2010B education revenue bonds and
series 2010Q taxable education revenue bonds (qualified school
construction bonds, or QSCBs -- direct pay), all issued for
Evolution Academy Charter School (Evolution).  The outlook is
negative.

"The lower rating and negative outlook reflects our assessment of
the charter school's weakened operating performance based on
fiscal 2013 unaudited results, worsening liquidity, and inadequate
maximum annual debt service coverage," said Standard & Poor's
credit analyst Robert Dobbins.  "It also reflects our view of
management's decision to expand by adding three additional
campuses over the next two years and the associated operational
risk associated with successfully opening and operating those new
campuses.  The charter school has already opened one of the new
campuses, at Beaumont, but enrollment is well below budgeted
expectations.  As such, we expect operational pressure will
persist over the one-year outlook period," added Mr. Dobbins.

The rating further reflects S&P's view of Evolution Academy's:

   -- Weak operating performance, with operating deficits in three
      of theplast four fiscal years, resulting in an inadequate
      maximum annual debt service coverage of 0.7x based on fiscal
      2013 unaudited financials;

   -- Deteriorating liquidity, with only 10 days' cash on hand as
      of Aug. 31, 2013, down from 28 days' cash as of Aug. 31,
      2012;

   -- Expansion risks associated with the development of three new
      campuses;

   -- Relatively high student turnover and low retention rates,
      resulting from servicing the school's target demographic,
      at-risk students; and

   -- Risk of charter revocation or nonrenewal prior to the bonds'
      maturity, which is shared by all charters operating within
      the state.


FREGO & ASSOCIATES: Bankruptcy Law Firm Itself Files for Ch. 11
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that law firm Frego & Associates, saying it has the
largest bankruptcy practice in Southeastern Michigan, is itself in
bankruptcy.

According to the report, also known as The Bankruptcy Law Office
Plc, the firm files 100 consumer bankruptcies a month for
individuals in Chapters 7 or 11. The firm itself is reorganizing
in Chapter 11.

The firm spends $125,000 a month on payroll. Advertising expenses
eat up another $51,000 monthly, according to a court filing.

The petition listed assets of $2 million and debt totaling $1.4
million, mostly unsecured.

Based in Dearborn Heights, Michigan, the firm has four offices in
the state. The principal asset is $1.9 million in accounts
receivable, a court filing shows.

The case is In re Frego & Associates - The Bankruptcy Law Office
PLC, 13-62691, U.S. Bankruptcy Court, Eastern District Michigan
(Detroit).


FRIENDFINDER NETWORKS: Second Amended Plan Declared Effective
-------------------------------------------------------------
BankruptcyData reported that FriendFinder Networks' Modified
Second Amended Joint Plan of Reorganization became effective, and
the Company emerged from Chapter 11 protection.

The Court confirmed the Plan on December 17, 2013.

The Plan is expected to reduce the Company's annual interest
expense by over $50 million, eliminate approximately $300 million
of secured debt and return control of the Company to founder
Andrew Conru.  Under the Plan, the 14% Senior Secured Notes due
2013 will be exchanged for new notes in the same principal amount,
plus certain additional consideration in the form of cash or
notes.  Holders of the 11.5% Non-Cash Pay Secured Notes due 2014
and 14% Cash Pay Secured Notes due 2013 will receive substantially
all of the new common stock to be issued by reorganized
FriendFinder Networks, plus cash consideration subject to certain
conditions.

The Company's current common stock will be extinguished once the
agreement becomes effective and will no longer trade on the open
market.

                    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.


GETTY IMAGES: S&P Affirms 'B' CCR & Revises Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Seattle-based Getty Images Inc., including the 'B' corporate
credit rating, and revised its rating outlook to negative from
stable.  S&P affirmed all existing ratings on the company.

"The outlook change reflects rising leverage and lower free cash
flow as a result of poor operating performance," said Standard &
Poor's credit analyst Elton Cerda.  "We believe these factors have
weakened the company's financial profile, and expect that Getty's
leverage will continue to rise as operating performance remains
soft in the first half of 2014.  We believe that competition and
marketing investments will continue to pressure EBITDA."

Getty's financial risk profile is "highly leveraged" (based on
Standard & Poor's criteria) because of the company's lease-
adjusted debt to EBITDA ratio of about 8.0x for the 12 months
ended Sept. 30, 2013.  S&P's financial risk assessment also
reflects Getty's private-equity ownership.

S&P views the company's business risk profile as "fair" given the
depth and breadth of its still image collection, unique
relationships with photographers and associations, and stable
gross margin.  This is tempered by S&P's expectation that
unfavorable secular trends related to print advertising will
continue to pressure the company's traditional premium "stills"
business and that price competition will continue.  S&P assess
Getty's management as "fair."


GORDIAN MEDICAL: Committee Wins OK for Avant as Advisor
-------------------------------------------------------
The Hon. Mark Wallace of the U.S. Bankruptcy Court for the Central
District of California has granted The Official Committee of
Unsecured Creditors of Gordian Medical, Inc., permission to employ
Avant Advisory Partners as financial advisor, effective Oct. 30,
2013.

As reported by the Troubled Company Reporter on Nov. 19, 2013,
Avant Advisory will be employed for the sole purpose of assisting
the Committee in investigating and evaluating potential avoidance
and other claims that may be held by the estate against certain
insiders.  Avant Advisory will provide frequent status reports to
the Committee and its counsel regarding these services.  Further,
Avant Advisory will communicate any significant issues or
potential considerations that could significantly impact the
objectives of the Committee with respect to its employment.
Additionally, if required, Avant Advisory would conduct, prepare,
and provide expert witness evaluations and opinions, declarations
and reports, depositions and in-court testimony with respect to
such actions.

                      About Gordian Medical

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

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

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

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

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


GRAND RESTAURANT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Grand Restaurant Group, Inc.
        136-20 Roosevelt Avenue, 3rd Floor
        Flushing, NY 11355

Case No.: 13-47554

Chapter 11 Petition Date: December 20, 2013

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

Judge: Hon. Hershey Lord

Debtor's Counsel: Kevin K Tung, Esq.
                  KEVIN KERVENG TUNG, P.C.
                  136-20 38th Avenue, Suite 3D
                  Flushing, NY 11354
                  Tel: (718) 939-4633
                  Fax: (718) 939-4468
                  Email: ktung@kktlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


GROEB FARMS: Honey Producer Plan Being Confirmed
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that honey producer Groeb Farms Inc., needing bankruptcy
protection after trouble with the U.S. Justice Department for
illegally importing Chinese honey, persuaded the bankruptcy judge
to sign a confirmation order approving a plan worked out before
Chapter 11 filing in early October.

An affiliate of private-equity firm Peak Rock Capital will become
the controlling owner in exchange for $7 million of the $27
million in financing it provided for the Chapter 11 effort.

Holders of $7 million in senior subordinated notes will receive
new subordinated debt and warrants.

Trade suppliers with $14.5 million in claims will receive 110
percent of their claims for continuing to do business.  Other
unsecured creditors owed $4 million will receive distributions
from a litigation trust resulting from lawsuit recoveries.

                         About Groeb Farms

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.  Conway MacKenzie,
Inc., serves as financial advisor, while Houlihan Lokey Capital,
Inc., investment banker and also as financial advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims, noticing, and
balloting agent.

Daniel M. McDermott, United States Trustee for Region 9, has
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.  The Creditors' Committee members are: Bees
Brothers, LLC, Little Bee Impex, Delta Food International Inc.,
Buoye Honey, and Citrofrut SA de CV.

HC Capital Holdings 0909A, LLC, an affiliate of Honey Financing
Company, LLC, extended $27 million senior secured super-priority
revolving credit facility to the Debtors.  The DIP Lender is
represented by Leonard Klingbaum, Esq., at Kirkland & Ellis
LLP, in New York.


GULF COLORADO: Chapter 11 Trustee May Execute Deed for Sale
-----------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas authorized Ronald Hornberger, the
Chapter 11 trustee for the bankruptcy estate of Gulf, Colorado &
San Saba Railway Corporation, to execute a deed from San Saba
Railway to the Debtor effective Jan. 1, 2013, in order to further
effectuate the sale of assets as set forth in the sale order dated
Jan. 17, 2013.

The Chapter 11 trustee said the joint venture was abandoned by
North Texas Orient.  As the sole remaining venturer, the Debtor
has the authority to transfer the joint venture assets.

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Tex., represented the
Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.  Cox Smith Matthews
Incorporated represents the trustee.


GULF STATES STEEL: Seeks High Court Review of Nucor Antitrust Suit
------------------------------------------------------------------
Law360 reported that Gulf States Reorganization Group Inc. on Dec.
12 asked the U.S. Supreme Court to revive its antitrust case
accusing Nucor Corp. of violating antitrust laws by arranging the
purchase of a GSRG acquisition target in a bankruptcy auction,
saying the lower courts had used the wrong standard in siding with
Nucor.

According to the report, GSRG says the lower courts erred in
finding that its case depended on rebutting the business
justification defense put forth by steel mill broker Casey
Equipment Co.

In 1999, Gulf States Steel Inc. filed for Chapter 11 bankruptcy.
In 2000, after reorganization proved unsuccessful, the case was
converted into a Chapter 7 liquidation proceeding.


HARLAND CLARKE: S&P Retains 'B+' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit rating on U.S. check printer and marketing services company
Harland Clarke Holdings Corp. (HCHC), together with all issue-
level ratings, remain on CreditWatch with negative implications.

The CreditWatch negative listing now reflects the company's
announcement that it has entered into a definitive merger
agreement to acquire Valassis Communications Inc. for
$1.84 billion.  Valassis is a media delivery company that derives
the majority of its revenue from its direct mail business, which
has been in a secular decline.  S&P believes this transaction may
result in a weaker business risk profile when combined with HCHC's
traditional check printing business.  The purchase price of
$1.84 billion will likely require HCHC to issue incremental debt.
Although S&P expects the transaction to be a deleveraging event,
financial risk remains substantial based on the unfavorable
structural trends of both businesses.  The company's adjusted
leverage was 6.4x at Sept. 30, 2013, after divesting both the
Harland Financial Solutions and Faneuil segments.  S&P expects pro
forma leverage in the mid-5x area, depending on how much debt HCHC
issues.

S&P previously placed HCHC on CreditWatch on July 25, 2013,
following the company's announcement that it planned to sell a
subsidiary, Harland Financial Solutions. HCHC has since divested
the subsidiary.

S&P expects to resolve its CreditWatch listing before the company
finalizes the Valassis acquisition.  S&P will evaluate the
business risk profile of the combined companies, the potential
synergies and the ability of the company to achieve them, and the
capital structure and financial risk following HCHC's issuance of
incremental debt.


HARSCO CORP: S&P Lowers CCR to 'BB+' & Removes Rating From Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and debt issue ratings on Harsco Corp. to 'BB+' from 'BBB-' and
removed the ratings from CreditWatch, where S&P placed them with
negative implications on Sept. 17, 2013.  The rating outlook is
stable.  At the same time, S&P assigned recovery ratings of '3'
(meaning average recovery [50%-70%] in a hypothetical default
scenario) to the two rated senior unsecured issues, which S&P
views as structurally subordinated.

S&P based the downgrade primarily on a reassessment of the
company's business risk profile, which S&P now views as "fair."
S&P had previously considered the company's business risk profile
to be "satisfactory."

S&P views Harsco's competitive position and its overall business
risk profile as "fair," despite its market-leading positions in
its niche businesses.  The company's dominant metals business
segment has produced mediocre profits, which can be attributed to
accepting too much market risk in its long-term service contracts.
Harsco's other segments helped compensate for the metals
underperformance and, in S&P's view, Harsco's diversification
mitigated the risk profile.  Now, with the sale of its
infrastructure segment into a joint venture, the company is less
diversified--even though the infrastructure segment was itself a
poor performer at times.

The company has a new senior executive team that is trying to turn
around performance by focusing on prudent contract practices and
improving operational efficiency.  At the same time, they intend
to reshape Harsco's business portfolio over time by
opportunistically adding to the rail and industrial segments
through organic investment and acquisitions.  "While the
strategies seem sound, executing on them may be quite challenging,
and we view the company as being in a state of flux for at least
the next two to three years," said credit analyst Sol Samson.

Harsco's credit metrics (adjusted for operating leases and retiree
obligations) indicate an "intermediate" designation.  For the 12
months ended Sept. 30, 2013, total debt/EBITDA was 3.2x and funds
from operations (FFO)/debt was about 23%.  However, after using
divestiture proceeds to reduce debt and assuming about
$500 million of acquisitions during 2014-2015, as well as modest
operational improvement, S&P expects debt/EBITDA will be close to
3.0x and FFO/debt will be 25%-30%, which are just barely in line
with S&P's benchmarks of 2x-3x leverage and 30%-45% FFO/debt for
an "intermediate" financial risk profile.  Management's stated
financial policies are consistent with these credit metrics, but
executives have also acknowledged the potential to "stretch" such
constraints for the sake of reshaping the company's portfolio of
businesses.

The rating outlook is stable.  New management has articulated
reasonable strategies to turn around the metals unit's
underperformance, bolster the rail and industrial segments, and,
ultimately, transform Harsco's portfolio of businesses via
selective capital allocation, divestitures, and acquisitions.
However, S&P believes this will take several years to accomplish
and that market realities may frustrate management's ability to
execute on some of their plans.

S&P might consider an upgrade if Harsco's operating performance
strengthens more quickly than it expects and/or it nimbly
transforms its portfolio without exceeding the limits of S&P's
intermediate credit metric benchmarks.  The potential for
restoring an investment-grade rating is greater beyond the one-
year time frame that S&P uses in its outlooks.

S&P could lower the rating if Harsco is more aggressive than it
expects on the acquisition front or if operating setbacks decrease
FFO to debt to less than 25% for an extended period.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Harsco Corp. has now lost investment grade status
from both Moody's Investors Service and Standard & Poor's.

S&P lowered the corporate rating to BB+ based on "mediocre
profits" in the "dominant metals business." The S&P rating matches
the action taken in March by Moody's.  S&P said that $250 million
in debt maturities in the next year are "manageable."

Camp Hill, Pennsylvania-based Harsco relies heavily on non-
residential construction and infrastructure spending, Moody's
said.

The stock closed on Dec. 20 at $27.37, up 46 cents in trading on
the New York Stock Exchange. The three-year high was $36.49 on
April 6, 2011. The low in the period was $18.24 on Oct. 3, 2011.

Harsco reported a $167.5 million operating loss and a $202.6
million net loss in the first nine months of 2013 on revenue of
$2.22 billion. For 2012, there was a $254.6 million net loss in
2012 on revenue of $3.05 billion. The operating loss for the year
was $174.8 million, compared with an $87.6 million operating
profit in 2011 when the net loss was $11.5 million.

The net and operating losses in 2013 were largely attributable to
a $253.7 million goodwill impairment charge.


IN PLAY: Has Until Jan. 7 to File 3rd Amended Plan
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
extended, at the behest of In Play Membership Golf, Inc., the
deadline to file the Debtor's Third Amended Plan of Reorganization
and Third Amended Disclosure Statement to Jan. 7, 2014.

The Debtor filed its Second Amended Joint Plan of Reorganization
and Second Amended Joint Disclosure Statement on Sept. 18, 2013.
The Court held a hearing on the Disclosure Statement and a
subsequent hearing on the adequacy of the Disclosure Statement.
The Court required that a further amended Disclosure Statement be
filed by Dec. 16, 2013.

On Dec. 16, 2013, the Debtor sought for an extension of filing the
plan and disclosure statement.  Jeffrey A. Weinman, Esq., at
Weinman & Associates, P.C., the attorney for the Debtor, said in a
court filing that the Debtor and its major secured creditor, Mile
High Banks, have been discussing resolution of the Bank's
indebtedness and the potential for a Plan of Reorganization
acceptable to the Bank.  According to Mr. Weinman, the parties
have agreed in principle to provisions which, if incorporated into
a Plan, would be satisfactory to the Bank.  "The understanding in
principle has just been reached and it will take a few weeks for
the parties to finalize their agreement.  Moreover, given the
upcoming holiday and counsels' vacation plans and unavailability,
it is believed that an extension of time to and including Jan. 7,
2014, will be required in order to finalize an amended Plan and
amended Disclosure Statement," Mr. Weinman stated.

                  About In Play Membership Golf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  Jeffrey A. Weinman, Esq., at Weinman & Associates,
P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent
the Debtor in its restructuring effort.  Allen & Vellone, P.C.
serves as the Debtor's co-counsel.  The Debtor estimated assets
and liabilities of at least $10 million.


IPC INTERNATIONAL: Panel Can Tap GlassRatner as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of IPC International
Corp. sought and obtained approval from the U.S. Bankruptcy Court
to retain GlassRatner Advisory & Capital Group LLC as financial
advisors.

James W. Fox attests that GlassRatner is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
Mr. Fox may be reached at:

    James W. Fox
    Principal
    GlassRatner Advisory & Capital Group LLC
    60 E 42nd St Ste 2200
    New York, NY 10165-0006 USA
    Tel: (212) 223-2430 Extn. 11
    Fax: (212) 223-4654
    E-mail: jfox@glassratner.com

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

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

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

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

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

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

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

IPC has won authorization from the bankruptcy court to sell the
business for $25.4 million to Universal Protection Services LLC.

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


IRISH BANK: Spurned Buyer Sues Tampa Port Authority
---------------------------------------------------
Law360 reported that a real estate developer whose bid to buy and
revamp Tampa's depressed waterfront retail complex Channelside Bay
Plaza sued the bankrupt lease owner Irish Bank Resolution Corp.
and the Tampa Port Authority, claiming the TPA drove off potential
buyers to purchase the lease itself.

According to the report, in an adversary proceeding filed in the
Delaware bankruptcy case of Irish Bank, developer Liberty
Channelside LLC said that the port authority, which owns the land
under the complex, used the information gleaned during
negotiations with Liberty.

                    About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

The IBRC liquidators want the U.S. bankruptcy judge to rule that
Ireland is home to the so-called foreign main bankruptcy
proceeding.  If the judge agrees and determines that IBRC
otherwise qualifies, creditor actions in the U.S. will halt
automatically.


JONES GROUP: S&P Puts 'BB-' CCR on CreditWatch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Jones Group Inc. on CreditWatch with negative
implications.

The CreditWatch placement follows Jones Group's announcement on
Dec. 19, 2013, that it has entered into a definitive agreement to
be acquired by financial sponsor firm Sycamore Partners. Jones
will be acquired for $2.2 billion.

"While we do not know what the composition of the capital
structure will be following the transaction, we believe the
company's credit metrics could weaken if its financial sponsor
influences financial governance toward shareholder-friendly
strategies and the use of debt or debt-like instruments to
maximize shareholder returns," said Standard & Poor's credit
analyst Linda Phelps.  "We could lower our ratings if the
company's debt level increases above 5x in connection with the
pending acquisition.  Ratings could be lowered by more than one
notch depending on the company's financial profile, financial
policies, and business strategies post-transition."


KARYL PAXTON DESIGN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Karyl Paxton Design, Inc.
        1000 Bourbon Street #226
        New Orleans, LA 70116

Case No.: 13-13478

Chapter 11 Petition Date: December 20, 2013

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

Judge: Hon. Jerry A. Brown

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

                     - and -

                  William E. Steffes, Esq.
                  STEFFES VINGIELLO & MCKENZIE LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  Email: bsteffes@steffeslaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Karyl Paxton, president.

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


KBI BIOPHARMA: Court Grants PNL Bid to Dismiss Ch. 11 Case
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina has dismissed, at the behest of PNL Durham, L.P., the
Chapter 11 case of KBI Biopharma Properties, LLC.

As reported by the Troubled Company Reporter on Nov. 6, 2013, PNL,
holder of a claim secured by a first priority deed of trust on the
Debtor's real property located at 1101 Hamlin Road, Durham, North
Carolina, and the Debtor's largest creditor, asked the Bankruptcy
Court to dismiss the Debtor's Chapter 11 case or convert the case
to one under Chapter 7 of the U.S. Bankruptcy Code, or in the
alternative, to appoint a trustee pursuant to 11 U.S.C. Section
1104.  PNL stated that "the actions of KBI under the direction of
[Howard Frank] Auman support conversion of this case to a case
under Chapter 7 to protect KBI's creditors from the unnecessary
reorganization and the guise of a beneficial joint Chapter 11 plan
aimed only at benefiting Auman."  Mr. Auman, KBI's 100% owner,
filed an individual Chapter 11 case on Jan. 16, 2013.  PNL is not
a creditor in the Auman Bankruptcy.

PNL and the Debtor have entered into an agreement that will
resolve the obligation owed to PNL through a sale of the Property.
PNL and the Debtor anticipate that the sale will also provide
funds to satisfy all unsecured claims owed by the Debtor.
Pursuant to the agreement between PNL and the Debtor, KBI will not
file or cause to be filed a subsequent bankruptcy proceeding in
any venue of the U.S. Bankruptcy Court.  In the event that KBI
files a subsequent bankruptcy proceeding in any venue of the U.S.
Bankruptcy Court, then KBI consents and agrees that the automatic
stay provisions will immediately be modified to allow PNL to
foreclose upon the Property.

                About KBI Biopharma Properties LLC

KBI Biopharma Properties LLC filed for Chapter 11 bankruptcy
(Bankr. M.D.N.C. Case No. 13-11304) in Greensboro.  The Debtor is
represented by Charles M. Ivey, III, Esq., at Ivey, McClellan,
Gatton, & Talcott, LLP, in Greensboro, North Carolina.  The Debtor
discloses total assets of $23 million and total liabilities of
$11.77 million.

The Chapter 11 petition was signed by Howard Frank Auman, Jr.,
member/manager.

The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of KBI Biopharma Properties LLC.

As reported in the TCR on Oct. 17, 2013, the Debtor and its owner
Howard Frank Auman, Jr., delivered to Bankruptcy Court a Joint
Plan of Reorganization and accompanying disclosure statement.

The Plan contemplates the restructuring of both secured debts and
the liquidation of sale assets, with those funds becoming
available cash.  Available cash will be used to pay claims.


KIDSPEACE CORP: Has DIP Lenders' Support Against Case Dismissal
---------------------------------------------------------------
Healthcare Finance Group, LLC, as agent and a lender under
KidsPeace Corporation, et al.'s debtor-in-possession financing
facility, and HFG Healthco-4 LLC, as lender under the DIP
facility, joined the Debtors' objection to U.S. Trustee's motion
to dismiss the Debtors' Chapter 11 cases.

UMB Bank, N.A., in its capacity as bond trustee, also supported
the objections to the dismissal motion.

The DIP Lenders, along with UMB, assert the arguments set forth in
the objections of the Debtors and the Committee of Unsecured
Creditors.

As reported by the Troubled Company Reporter on Dec. 11, 2013, the
U.S. Trustee filed on Nov. 20, 2013, its motion seeking to dismiss
the Debtors' Chapter 11 cases for failure, in large part, to file
monthly operating reports for August, September and October 2013
and to pay the U.S. Trustee fees.  The Debtors asked the
Bankruptcy Court to deny the U.S. Trustee's dismissal motion,
asserting that they have addressed and cured the issues set forth
in the US Trustee's Motion and that grounds do not exist to
dismiss their cases.

The Debtors told the Bankruptcy Court that they are now current
with respect to the filing of their monthly operating reports.
With respect to the outstanding fees owed to the U.S. Trustee, the
Debtor said payment was made and received by the U.S. Trustee on
Nov. 25, 2013, bringing the Debtors current with respect to same.
With regards to the filing of a plan of reorganization and
disclosure statement, the Debtors maintain they have been working
with the Bond Trust, the Pension Benefit Guaranty Corporation and
the Official Committee of Unsecured Creditors on a consensual plan
of reorganization.

In a separate objection, the Committee said the Debtors have
provided it with what the Committee believes to be full
transparency with respect to the Debtors' financial condition
throughout the course of these Cases.  Based on the information
provided by the Debtors, the Committee does not believe that the
pendency of the Cases has adversely impacted the Debtors' ability
to run their businesses or meet their ongoing post-petition
obligations on a financial basis.

The DIP Lenders are represented by:

         Kaye Scholer LLP
         Benjamin Mintz, Esq.
         425 Park Avenue
         New York, NY 10022
         Tel: (212) 836-8505
         Fax: (212) 836-8361
         E-mail: benjamin.mintz@kayescholer.com

                    and

         Stevens & Lee
         Steven J. Adams, Esq.
         111 North Sixth Street
         P.O. Box 679
         Reading, PA 19603
         Tel: (610) 478-2133
         Fax: (610) 988-0841
         E-mail: sja@stevenslee.com

UMB is represented by:

         Schiff Hardin LP
         Rick L. Frimmer, Esq.
         Karen V. Newbury, Esq.
         Jeffrey D. Eaton, Esq.
         233 South Wacker Drive, Suite 6600
         Chicago, IL 60606
         Tel: (312) 258-5500
         Fax: (312) 258-5600
         E-mail: rfrimmer@schiffhardin.com
                 knewbury@schiffhardin.com
                 jeaton@schiffhardin.com

                       About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


LEHMAN BROTHERS: Intel Succeeds in Axing Claims Over Collateral
---------------------------------------------------------------
Law360 reported that Intel Corp. prevailed in its bid to toss two
Lehman Brothers Holdings Inc. claims related to a $1 billion swap
agreement and convinced the court that a breach of contract claim
was not appropriate for bankruptcy court.

According to the report, the dispute related to Intel's agreement
with a Lehman derivatives unit, Lehman Brothers OTC Derivatives
Inc., which is also a plaintiff in the adversary proceeding. In a
suit filed in May, Lehman claimed that under the deal, Intel was
supposed to hand over $1 billion.

                      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: Loses Flip Clause Suit After 2010 Victory
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. lost a test case on the
liquidation of swap agreements last week, three years after
winning a similar case before the same judge. This dispute
presented a different set of facts, he said.

According to the report, U.S. Bankruptcy Judge James M. Peck's
latest decision is a victory for the Michigan State Housing
Development Authority and participants in swap transactions, who
can use it as a template for drafting bankruptcy-proof agreements.

The ruling, handed down Dec. 19 in Manhattan, represents a
$23 million loss for Lehman and its creditors and gives swap
participants a leg up in negotiations or litigation with Lehman.
It may be Judge Peck's last important opinion before he retires
next month.

The Michigan authority sued in November 2009 to recover $2.4
million erroneously paid to Lehman on termination of an interest-
rate swap. Lehman filed a counterclaim, saying it was owed an
additional $23 million because the swap contract contained a "flip
clause" that changed the calculation in the event Lehman went
bankrupt.

The housing authority last year asked Judge Peck to depart from a
ruling he made in 2010 involving Bank of New York Mellon Corp.  In
the earlier case, Judge Peck said provisions in a supplemental
agreement to the swap agreement violated the "ipso facto"
provisions of the U.S. Bankruptcy Code, which void obligations in
contracts where rights are forfeited only on account of a
bankruptcy filing.

A U.S. district judge allowed an immediate appeal from the Bank of
New York opinion. Before the district court could rule, Lehman
settled, so there was no finding on whether Judge Peck was correct
in that instance.

Judge Peck didn't retract his Bank of New York ruling last week.
He said instead that the Michigan case presented different facts
and was only superficially similar. The issue raised by the
authority was "more nuanced," he said.

The Bank of New York agreement dictated a different order for the
distribution of proceeds when a swap was terminated on account of
the bankruptcy of a party. While Lehman would have been at the top
of the liquidation waterfall outside bankruptcy, it fell to the
bottom and received nothing on account of its bankruptcy, a
consequence that runs afoul of the ipso facto clause, Judge Peck
said.

The Michigan agreement was different, according to Judge Peck. It
didn't change the order of priority. Instead, the Michigan deal
contained two methods for valuing the termination payment, one to
be used ordinarily and one invoked if a party goes bankrupt.

Judge Peck based his latest ruling on the plain meaning of the
Bankruptcy Code's safe-harbor provision, which says the "exercise
of any contractual right" to "cause the liquidation" of a swap
"shall not be limited."

Lehman was wrong to "separate the right to liquidate from the
designated contractual methods for carrying out the liquidation,"
Judge Peck said. He said the "protected right" to liquidate a swap
"must extend beyond the mere capacity to commence a liquidation"
and "must embrace those related terms of the swap agreement that
explain the liquidation protocol."

Lehman unsuccessfully argued that the safe harbor only insulates
the right to terminate a swap and doesn't protect the
enforceability of damage calculations contained in the swap
agreement.

"The plain meaning of this safe harbor protects both the act of
liquidating and the manner for carrying it out," Judge Peck
concluded.

Richard W. Slack of Weil Gotshal & Manges LLP, Lehman's lawyer in
the swap case, didn't return a call seeking comment on the ruling,
Mr. Rochelle said.

The Housing Authority lawsuit is Michigan State Housing
Development Authority v. Lehman Brothers Derivative Products,
09-01728, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                      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).


LIBERTY HARBOR: Faces Ch. 11 Challenge Over $350MM Land Row
-----------------------------------------------------------
Law360 reported that a management company with a stake in the $350
million Jersey City, N.J., property at the center of Liberty
Harbor Holding LLC's proposed Chapter 11 reorganization plan urged
a New Jersey bankruptcy court not to confirm the plan until a real
estate dispute is resolved.

According to the report, SWJ Management LLC argued that the
reorganization plan is not feasible because the hearing to
consider confirmation of the debtors's plan is scheduled for
Dec. 26, but a trial between Liberty Harbor owner Peter Mocco and
former business partner is scheduled at a later date.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Bankr. D.N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has
$3.62 million of debt, consisting of accounts payable of $73,500
and unsecured non-priority claims of $3,540,000.  The Debtor's
real property consists of Block 60, Jersey City, NJ 100% ownership
Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.
Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. serves as insolvency counsel and Scarpone &
Vargo serves as special litigation counsel.  The petition was
signed by Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LIGHTSQUARED INC: Falcone Working on Loan to Retain Control
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the newest strategy for Philip Falcone's Harbinger
Capital Partners LLC to maintain control of LightSquared Inc.
calls for taking down $2 billion to $2.5 billion in financing from
JPMorgan Chase & Co. sponsored by Fortress Investment Group LLC.

According to the report, the financing would fend off an offer
from Charles Ergen's Dish Networks Corp. to buy LightSquared for
$2.2 billion.

The confirmation hearing for approval of one of the four competing
plans is scheduled to begin Jan. 9. The plans include one each by
LightSquared, Harbinger, and a group of secured lenders, plus one
from Mast Capital Management LLC. Dish would take control under
the secured lenders' plan.

                      About LightSquared Inc.

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

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

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

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


LILY GROUP: KREG Equities' Blubaugh Joins Creditor's Panel
----------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 2, added Michael A.
Blubaugh to Lily Group Inc.'s official committee of unsecured
creditors.  He may be reached at:

         Michael A. Blubaugh
         KREG Equities, Ltd.
         777 Main Street, Suite 3100
         Fort Worth, TX 76102
         Tel: (817) 820-7032
         E-mail: mikeb@kx-kp.com


The U.S. Trustee indicated that the Committee has selected as
chairperson:

         Timothy D. Glazar
         Heartland Pump Rental and Sales, Inc.
         84 Floodgate Rd.
         Bridgeport, NJ 08014
         Tel: (856) 467-3636
         E-mail: Timothy.Glazar@xyleminc.com

Charles R. Wharton is the trial attorney.

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, 2013, 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.


LILY GROUP: Files Amended List of Top Unsecured Creditors
---------------------------------------------------------
Lily Group Inc. submitted an amended list that identifies its top
20 unsecured creditors.  Creditors with the three largest claims
are:

  Entity                     Nature of Claim        Claim Amount
  ------                     ---------------        ------------
Paul Richard Risinger        Promissory Note(s)      $18,500,000
2017 S. County Road 50W      Royalties
Sullivan, IN 47882

VHGI Coal, Inc.              Line of Credit           $7,427,582
103 N. Court Street
Sullivan, IN 47882

Lily Group Holdings                                   $6,400,000
2017 S. County Road 50W                             ($10,599,000
Sullivan, IN 47882                                       secured)

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

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

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, 2013, 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.


METRO AFFILIATES: Panel Taps PwC as Financial Advisors
------------------------------------------------------
The Official Committee of Unsecured Creditors of Metro Affiliates,
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to retain
PricewaterhouseCoopers LLP as financial advisors to the Committee,
nunc pro tunc to Nov. 13, 2013.

The Committee expects that PwC's services will include, without
limitation, assisting, advising and representing the Committee
with respect to the following matters:

Phase 1 - Pre Auction

   (a) the review of financial information prepared by the Debtors
       or their consultants as requested by the Committee
       including, but not limited to, a review of Debtors' cash
       flow projections, DIP budget, asset purchase agreement,
       data room materials, DIP credit agreement, etc.;

   (b) assist the Committee in developing, evaluating, structuring
       and negotiating the terms and conditions of offers received
       on the sale of the Debtors' assets;

   (c) assist in a sale process of the Debtors collectively or in
       segments, parts or other delineations;

   (d) review and analyze proposed bids and transactions for which
       the Debtors seek Court approval;

   (e) assist the Committee in developing alternative bids
       including contacting parties who may be interested in
       bidding on select groups of assets, as appropriate;

   (f) attend at the auction and meetings including the Committee,
       the Debtors, creditors, their attorneys and consultants,
       and Federal and state authorities, if required; and

   (g) provide the Committee with other and further financial
       advisory services with respect to the Debtors, including,
       general restructuring and advice with respect to financial,
       business and economic issues, as may arise during the
       course of the restructuring prior to the auction;

Phase 2 - Post Auction

   (a) perform a review of the Debtors' books and records and
       other investigations that may be undertaken with respect to
       pre-petition acts, related party transactions, financial
       condition of the Debtors, its management, creditors
       including the operation of their businesses, and, as
       appropriate, avoidance actions, preferences and fraudulent
       conveyances;

   (b) assist the Committee with the wind down of the Debtors'
       estates;

   (c) assist the Committee in monitoring, assessing, and
       analyzing the Debtors' liquidation of assets not sold at
       the proposed auction, including funds flow and cash
       management, liquidation fees and expenses, analysis of
       budget to net results, monitoring and analysis of asset
       based and inventory levels;

   (d) assist the Committee in the formation of a plan of
       reorganization or as part of a plan of liquidation
       including modeling analysis of creditor recoveries under
       various scenarios and comparison to a liquidation analysis;

   (e) monitoring of the Debtors' activities regarding cash
       expenditures, receivable collections, asset sales and
       projected cash requirements;

   (f) review of Debtors' periodic operating and cash flow
       statements and assist the Committee in reviewing the
       Debtors' wind down budget and expenses;

   (g) advise the Committee with regard to the Debtors' real
       property and or leasehold interests;

   (h) assist the Committee in reviewing and analyzing actual and
       potential claims;

   (i) assist the Committee in evaluating employee compensation
       and benefit issues and claims, including potential
       severance, bonus, health care and vacation; and

   (j) provide expert testimony on the results of PwC's findings.


Pursuant to the terms and conditions of the Application, and
subject to the Court's approval, PwC intends to:

    -- seek compensation for the hourly services at a blended rate
       of $400 per hour, subject to a $50,000 per month fee cap;

    -- seek monthly reimbursement of actual and necessary out-of-
       pocket expenses, any applicable sales, use or value added
       tax, and PwC's internal per ticket charges for booking
       travel; and

    -- PwC shall have the right to seek an additional fee (the
       "Completion Fee") at the end of the engagement, in an
       amount to be mutually agreed upon by the Committee and PwC,
       subject to this Court's approval.

Perry Mandarino, partner of PwC, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Court for the Southern District of New York will hold a
hearing on the hiring on Jan. 8, 2014, at 11:00 a.m.  Objections,
if any, are due Dec. 31, 2013, at 4:00 p.m.

PwC can be reached at:

       Perry Mandarino
       PRICEWATERHOUSECOOPERS LLP
       300 Madison Avenue
       New York, NY 10017
       Tel: (646) 471-7589
       E-mail: perry.mandarino@us.pwc.com

                         About Metro Affiliates

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

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

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

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

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


METRO AFFILIATES: Has Nod to Hire Tiger Valuation as Appraisers
---------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York has granted Metro Affiliates, Inc.,
and its debtor-affiliates to employ Tiger Valuation Services, LLC,
as appraisers, nunc pro tunc to Nov. 23, 2013.

As reported by the Troubled Company Reporter on Dec. 11, 2013,
Tiger Valuation will provide the Debtors with appraisal services
as follows:

   -- a desktop Orderly Liquidation Value and Fair Market Value;

   -- a "Gross Recovery of Machinery & Equipment" report
      containing Tiger's professional opinion of the value of the
      Debtors' rolling stock, expressed in terms of both its
      Orderly Liquidation Value and its Fair Market Value.

                       About Metro Affiliates

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

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

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

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

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


MIDSOUTH GOLF: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Midsouth Golf, LLC
           dba Harbour Pointe Golf Course
           dba Shoreline Golf Course
        1105 Barkentine Drive
        New Bern, NC 28560

Case No.: 13-07906

Chapter 11 Petition Date: December 20, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina

Debtor's Counsel: Jason L. Hendren, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: 919 573-1422
                  Fax: 919 420-0475
                  Email: jhendren@hendrenmalone.com

Total Assets: $6.24 million

Total Liabilities: $6.98 million

The petition was signed by Waldo D. Shaw, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nceb13-7906.pdf


MOORE FREIGHT: BB&T Balks at Confirmation of Amended Joint Plan
---------------------------------------------------------------
Branch Banking and Trust Company objected to the confirmation of
Moore Freight Service, Inc., and G.R.E.A.T. Logistics, Inc.'s
Amended Joint Plan of Reorganization stating that, among other
things:

   1. the Plan is not feasible;

   2. unfairly treats BB&T's claims; and

   3. does not comply with the requirements for confirmation
      of 11 U.S.C. Section 1129.

As reported in the Troubled Company Reporter on Nov. 29, 2013,
the Bankruptcy Court continued until Jan. 14, 2014, at 10:00 a.m.,
the hearing to consider confirmation of the Debtors' Amended Joint
Plan.

The Amended Plan is dated Sept. 16, 2013.  The Amended Plan
contemplates the continuation of the Debtors' business, payment in
full of Allowed Secured Claims, and a fair distribution to
unsecured creditors, which distribution the Debtor believe far
exceeds the amount unsecured creditors would receive in the event
of a Chapter 7 liquidation.

Each Holder of an allowed unsecured claim in Class 35 will receive
its Pro rata share of (i) $80,000 on the Effective Date of the
Plan; (ii) $600,000, payable in installments of $50,000 each on
July 1 and November 1 of each calendar year beginning in 2014; and
(iii) one-third of any additional recovery from Pilot Flying J.
Dan Moore and Judith Moore will retain all of their ownership
interests in Debtors as consideration for the existing and
continuing personal guaranties of several of the Debtors'
obligations. The ownership interests of SJ Strategic Investments
LLC and Norene Nichols (or her heirs) in Moore Freight will be
terminated upon Confirmation, unless on or before the Confirmation
Date, these remaining equity security holders contribute capital
to Moore Freight in a pro rata amount equal to the total debt
guaranteed by Dan Moore and Judith Moore, which amounts will be
used to fund payments provided for in the Plan.

According to the Amended Disclosure Statement, the Debtors' Cash
on hand as of the Petition Date and Cash generated from the
operation of business after the Petition Date will be sufficient
to make all payments due on the Effective Date. Cash generated
from the operation of business after the Effective Date, after
service of Exit Financing, will generate sufficient cash flow to
make all payments due under the Plan.

A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/moorefreight.doc794.pdf

       About Moore Freight Service and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012. Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S. It operates in the U.S., Canada and
Mexico. GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases. Attorneys at
Harwell Howard Hyne Gabbert & Manner, P.C., serve as counsel. LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million. CEO Dan R. Moore signed the petitions.
Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


MUD KING: Has Until March 3 to File Reorganization Plan
-------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas further extended Mud King Products,
Inc.'s exclusive period to file a plan of reorganization until
March 3, 2014.

The Court also ordered that if the Debtor files plan before the
March 3 deadline, the exclusive period is automatically extended
for an additional 60 days to allow the Debtor to solicit and
obtain acceptance of its Plan.

As reported in the Troubled Company Reporter on Dec. 10, 2013, the
requested extension was due solely to the fact that the motion to
estimate the claim of National Oilwell Varco and the objection to
that Claim are not yet fully resolved.

"Due to the complexities of this litigation, the Court will likely
not render a decision resolving these matters prior to the
expiration of the current exclusivity period," the Debtor relates.

On July 29, 2013, the Court entered an order extending deadline
for the Debtor to file its Chapter 11 Plan and Disclosure
Statement to Nov. 1, 2013, due to the pending hearing on Debtor's
Motion to Estimate the Claim of National Oilwell Varco.  On
Oct. 24, 2013, the Court entered an order extending this deadline
until Dec. 31, 2013, with an additional 60 days to confirm a plan.

On Aug. 5, 2013, NOV filed a proof of claim in this case in an
unknown amount related to the NOV Litigation.  On Aug. 29, 2013,
the Debtor filed its objection to the NOV Claim.

The Court conducted a seven-day trial on Debtor's Motion to
Estimate the Claim of National Oilwell Varco and Objection to
Claim of National Oilwell Varco, along with hearing various other
related motions.  Closing arguments concluded on Oct. 16, 2013,
and the Court requested briefing from the parties by Nov. 3, 2013.

According to the Debtor, voluminous briefing regarding complex
issues has been filed and it is unlikely that the Court will be
able to render a decision in this matter prior to the expiration
of the current exclusivity deadline.  Once the Court rules, the
Debtor will then need time to prepare and finalize a plan of
reorganization which provides for treatment of its creditors,
including of any allowed claim of National Oilwell Varco.

The Debtor clarified it is not trying to unnecessarily prolong or
delay these proceedings or pressure its creditors.

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort.  Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


NATIONAL ENVELOPE: Exempted From Fee Examiner Appointment
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware exempted NE
OPCO, Inc. et al., formerly known as National Envelope, from the
general order requiring appointment of fee examiner in certain
Chapter 11 cases.  The Debtors won't be subject to the Court's
general order regarding fee examiners in Chapter 11 cases with
combined assets and liabilities in excess of $100,000,000 before
Judge Christopher S. Sontchi, dated Dec. 16, 2009, relating to the
requirement of a fee examiner in certain Chapter 11 cases.

                        About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

Judge Sontchi authorized three buyers to acquire Frisco, Texas-
based National Envelope's business for a total of about $70
million.  Connecticut-based printer Cenveo Inc. acquired National
Envelope's operating assets for $25 million, Hilco Receivables LLC
picked up accounts receivable for $25 million and Southern Paper
LLC took on its inventory for $15 million.


NATIVE WHOLESALE: Gable & Gotwals Okayed as Special Counsel
-----------------------------------------------------------
Native Wholesale Supply Company obtained authorization from the
U.S. Bankruptcy Court for the Western District of New York to
employ Gable & Gotwals, P.C., as special counsel.

As reported by the Troubled Company Reporter on Aug. 6, 2013, the
Court previously authorized the Debtor to employ Gable & Gotwals
as special counsel with respect to all matters pertaining to the
action pending in the District Court of Oklahoma County, State of
Oklahoma, Case No. CJ-2008-4942.  Although the Bankruptcy Court
approved the employment application, it denied the nunc pro tunc
aspect of the employment application, without prejudice to the
Debtor's submission of a further showing of "extraordinary
circumstances" warranting the nunc pro tunc employment.

In accordance with the Bankruptcy Court's directive, the Debtor
filed a renewed motion to employ the firm, nunc pro tunc to
Oct. 16, 2012.  In support of its renewed employment application,
it filed the affidavits of Thomas W. Gruber, Gregory Thomas
Metcalfe, and Robert Luddy, which together describe how Gable was
employed by the Debtor on Oct. 16, 2012, but did not seek approval
as special counsel in the Chapter 11 case until the original
employment application was filed on April 26, 2013.  According to
the Debtor, the facts contained in the affidavits will demonstrate
that extraordinary circumstances do indeed exist here, warranting
the nunc pro tunc approval requested.

            About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.

No trustee, examiner or creditors' committee has been appointed in
the case.


NATURAL MOLECULAR: Panel Hires Foster Pepper as Attorneys
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Natural Molecular
Testing Corporation seeks authorization from the U.S. Bankruptcy
Court for the Western District of Washington at Seattle to retain
Foster Pepper PLLC as attorneys to the Committee, nunc pro tunc to
Nov. 26, 2013.

The Committee requires Foster Pepper to:

   (a) give legal advice to the Committee with respect to those
       matters falling within its statutory powers and duties
       under 11 U.S.C. Section 1103(c);

   (b) appear on behalf of the Committee on the matters that come
       before the Court in this case; and

   (c) institute, as appropriate, proceedings on the Committee's
       behalf.

Foster Pepper will be paid at these hourly rates:

       Jane Pearson              $475
       Christopher M. Alston     $475
       Terrance Keenan           $360
       Paralegal                 $150

Foster Pepper will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Foster Pepper did not receive a retainer in connection with its
proposed employment as Committee counsel.

Christopher M. Alston, member of Foster Pepper, 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.

Foster Pepper can be reached at:

       Christopher M. Alston, Esq.
       FOSTER PEPPER, PLLC
       1111 Third Avenue, Suite 3400
       Seattle, WA 98101-3299
       Tel: (206) 447-2906
       Fax: (206) 447-9700

          About Natural Molecular Testing Corp.

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

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


NNN PARKWAY CORPORATE: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
NNN Parkway Corporate Plaza 3 filed with the Bankruptcy Court for
the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $34,000,000
  B. Personal Property                $9,050
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $41,564,759
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,087,671
                                 -----------      -----------
        TOTAL                    $34,009,050      $43,652,430

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.


NNN PARKWAY CORPORATE: Amends List of Top Unsecured Creditors
-------------------------------------------------------------
NNN Parkway Corporate Plaza 3 submitted an amended list that
identifies its top 20 unsecured creditors.  Creditors with the
three largest claims are:

  Entity                     Nature of Claim       Claim Amount
  ------                     ---------------       ------------
CWCapital Asset Management   Deed of Trust          $41,564,759
LLC
2049 Century Park E., #2100
Los Angeles CA 90067

Daymark Properties Realty    Goods and Services      $1,417,234
Inc
Ste 200
Santa Ana CA 92705

Voit Real Estate Services    Goods and Services        $303,635
Suite 100
Roseville CA 95661

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

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

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.


NORTEL NETWORKS: U.S., European Pact Has Canadian Parent Worried
----------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
the prospect of a game-changing alliance between Nortel Networks
Corp.'s U.S. division and European creditors of the defunct
telecommunications company has Canadian creditors worried, new
court filings say.

According to the report, Nortel U.S. and Nortel's European
creditors, led by British pensioners, recently reached a partial
peace over claims the Europeans had filed in the U.S. Chapter 11
proceeding. The U.S. claims settlement pact includes an agreement
to work toward presenting a common front in May, when Nortel's
various national divisions are scheduled to fight over $7.5
billion raised in the company's liquidation.

Until the agreement was reached on the U.S. claims, Nortel U.S.
and the company's European creditor representatives were at odds
over everything from how the cash fight should be decided -- by
arbitration or at trial -- to how long it will take to attain
finality -- months or years, the report related.

Now both sides say they will look for common ground and hope to
hasten the day when Nortel will be able to hand out its billions
to creditors around the world, the report said.

In a court filing on Dec. 19, officials running Nortel Canada's
insolvency proceeding say it is too late for drastic changes to
the litigation terrain, after millions of documents have already
been examined and more than 100 depositions have been taken in
preparation for the trial, the report further related.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NORTH TEXAS BANCSHARES: Park Cities Bank Merger Expected in 2014
----------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that Park Cities
Bank, a struggling Texas banking chain with four branches, is
expected to merge with the larger InterBank chain during the first
quarter of 2014.

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

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


NUVERRA ENVIRONMENTAL: S&P Lowers CCR to 'B' on Weak Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Scottsdale, Ariz.-based hydraulic fracturing-related
environmental services company Nuverra Environmental Solutions
Inc. by one notch to 'B' from 'B+'.  The outlook is negative.
S&P's issue-level on the company's senior unsecured notes remains
'B'.  However, S&P revised the recovery rating on this debt to '3'
from '5' based on its assumption of lower secured debt at default.
The '3' recovery rating indicates prospects for meaningful (50% to
70%) recovery in the event of a payment default.

"The rating actions on Nuverra reflect our view that in light of
its weak third-quarter results, the company is unlikely to post
the credit measures we had expected earlier in the year," said
Standard & Poor's credit analyst James Siahaan.  S&P had
anticipated EBITDA margins of 23.5% in 2013, with a funds from
operations (FFO) to debt ratio of 22%.  S&P now thinks these
figures will be 18% and 11%, respectively.  The company
encountered a delay in drilling activity, higher labor costs, and
various operational challenges during the third quarter that led
to the underperformance.  To avoid a breach of its financial
covenants, the company amended its credit facility on Sept. 27,
2013.  Although the amended terms provide additional headroom
under the total debt leverage ratio through the June 30, 2014,
quarter, given Nuverra's leverage, headroom will likely still be
tight under the amended credit agreement.  In S&P's analysis, it
assumes the company will be able to further amend or refinance the
credit facility into a new asset-based loan (ABL) to maintain
adequate liquidity.

The rating actions also incorporate the uncertainty surrounding
the potential divestiture of the industrial solutions segment,
which consists largely of the former Themo Fluids Inc. business
that Nuverra acquired in April of 2012.  The company took a
$98.5 million charge pertaining to the write-down of this business
unit's goodwill during the third quarter and seeks to complete a
sale of the unit in the second quarter of 2014.  In S&P's view,
the unexpected shift in strategy and the potential reduction of
the company's service diversity are modestly unfavorable
developments.

Standard & Poor's Ratings Services' negative outlook on Nuverra
reflects some uncertainty regarding the company's ability to keep
credit statistics at levels necessary for the rating.  S&P's base-
case assumption is that the company will be able to meet its
financial covenants and maintain adequate liquidity by refinancing
its existing credit facility into a new ABL.  However, if the
company is unable to execute a satisfactory refinancing, then its
liquidity could become pressured, which could warrant a ratings
downgrade.  S&P assumes hydraulic fracturing activity in the
various shale basins in which the company operates will remain
sufficient to support solid sales and profitability over the next
year.  S&P's base case reflects its view that over the next year,
Nuverra will be able to maintain adjusted EBITDA margins near 20%
and its FFO to debt ratio in the 10% to 15% area.

S&P could lower the ratings if the downside risks to its forecast
materialize -- such as greater-than-expected debt incurrence to
fund acquisitions, unfavorable economic trends that reduce the
profitability of hydraulic fracturing, environmental regulations
that curtail drilling activity and investments, other operating
problems that constrain liquidity, or the incurrence of
significant debt to fund a shareholder distribution.  Based on
S&P's scenario forecasts, it could lower the ratings if the
company's sales growth in 2014 contracts 10% and its EBITDA
margins deteriorate to below 15%.  If this occurs, Nuverra's FFO
to total adjusted debt ratio would likely fall below 12%.

S&P could raise the ratings modestly if the company refinances its
credit facility and establishes and maintains a track record of
reliable operating performance and ensures adequate liquidity.
S&P would view a FFO to debt ratio of near 20% as being consistent
with a higher rating.

                          *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nuverra Environmental Solutions Inc., which disposes
of wastes from hydraulic fracturing, reported third-quarter
results that were "significantly below" what Standard & Poor's was
expecting.

The result was a one-notch downgrade lowering the corporate grade
to B.

Scottsdale, Arizona-based Nuverra has 56 underground injection
wells. It also transports fracturing wastes.

S&P said the company is "relatively new" and lacks an "established
track record of prudent financial policies."

The stock closed at $16.28 on Dec. 20, down 40 cents a share in
New York Stock Exchange trading. In the last three years, the high
was $69.50 on Dec. 12, 2011. The low was $14.44 on Dec. 9.

The stock lost 31 percent of its value in one day's trading in
November following announcement of third quarter results of
operations.


NVIDIA CORP: S&P Assigns Unsolicited 'BB+' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
unsolicited corporate credit rating to Nvidia Corp.  The rating
outlook is stable.

S&P also assigned a 'BB+' unsolicited issue-level rating to the
company's $1.5 billion convertible senior unsecured notes due
2018.  The unsolicited recovery rating on these notes is '3',
indicating S&P's expectation for meaningful recovery (50% to 70%)
for noteholders in the event of payment default.

"The ratings reflect Nvidia's position as one of the leading
graphics computing semiconductor providers, partially offset by
its client concentration and challenges to expand into new
applications such as graphics-enabled semiconductor products for
wireless devices, which we view as a 'fair' business risk
profile," said Standard & Poor's credit analyst John Moore.

The ratings also reflect S&P's assessment of a "modest" financial
risk profile.  S&P expects Nvidia will maintain leading market
positions over the coming year in markets for discrete graphics
semiconductors, with leverage of less than 1.5x.

The stable rating outlook reflects S&P's expectation that the
company will maintain its profitability at current levels over the
coming year and leverage of less than 1.5x, while continuing to
invest in growing semiconductor markets.

The outlook incorporates S&P's view that the company's limited
business diversification and exposure to highly volatile markets
limit the likelihood of an upgrade.  However, over the longer
term, if the company is able to achieve more substantial
profitability and business diversity and maintain leverage of less
than 1.5x, S&P could raise the rating.

Given the company's strong liquidity and modest leverage, a
downgrade is unlikely.  However, S&P could lower the rating if the
company's competitive position, margins, or profitability diminish
or if its financial policy becomes more aggressive, whereby
leverage increases above 1.5x.


ORCHARD SUPPLY: Gets Confirmation of Chapter 11 Plan
----------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave his blessing
to Orchard Supply Hardware Stores Corp.'s Chapter 11 plan after
the debtor's estate resolved objections from parties including the
Internal Revenue Service.

According to the report, at a hearing in Wilmington, U.S.
Bankruptcy Judge Christopher S. Sontchi agreed to confirm the
liquidation plan, which distributes the estate's assets among
creditors of the home and garden store chain.

"I'm pleased and happy to sign the order," Judge Sontchi said, the
report related.

                      About Orchard Supply

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

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

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

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

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

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

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


ORMET CORP: 6th Amendment to DIP Credit Agreement Approved
----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Ormet's emergency motion on an interim basis (a) authorizing the
Debtors to enter into a sixth amendment to the term loan D.I.P.
credit agreement and (b) setting a final hearing.

As previously reported, "The sixth term D.I.P. amendment would
provide up to $5,000,000 in additional funding under the term loan
D.I.P. credit agreement. Specifically, the sixth term D.I.P.
amendment provides for the following: second additional delayed
draw term loans of $5,000,000, which constitutes the supplemental
D.I.P. financing. The total amount of funding under the D.I.P.
term loan agreement will increase to $55,000,000, of which
$15,000,000 was initially drawn pursuant to the initial term loan,
$15,000,000 was drawn as delayed draws under the term loan D.I.P.
credit agreement, $10,000,000 was drawn pursuant to the final
order authorizing the Debtors to enter into an amendment to the
term loan D.I.P. credit agreement; and $10,000,000 was or will be
drawn pursuant to the final order authorizing the Debtors to enter
into a fourth amendment to the term loan D.I.P. credit agreement
authorizing the Debtors to enter into the second amendment to the
revolving loan D.I.P. credit agreement."

The Court scheduled a final hearing on the amendment to be held on
January 13, 2014.

                         About Ormet Corp.

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

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

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

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

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

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

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


OVERSEAS SHIPHOLDING: Wins Exclusivity, Stock Hits Bankruptcy High
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Overseas Shipholding Group Inc. creditors'
committee won a small victory when opposing the company's request
for expanding the exclusive right to propose a Chapter 11 plan
until Feb. 28.

According to the report, OSG's stock and bonds are marking post-
bankruptcy highs.

Impatient with the company's progress toward proposing a Chapter
11 reorganization plan, the committee and an ad hoc group of
unsecured noteholders didn't want so-called exclusivity pushed out
beyond Jan. 31. The committee and the ad hoc committee both
developed term sheets for reorganization plans, according to court
papers.

After a hearing last week, OSG succeeded in having exclusivity
until Feb. 28. The creditors, however, succeeded in limiting the
company's ability to use procedural rules to gain a lengthy
extension even before the court rules.

The local rules provide that filing an exclusivity motion
automatically extends the deadline until the court rules. By
filing the motion when exclusivity is about to expire, a company
can win a four to six week extension automatically.

The new exclusivity order will provide that another motion must be
filed by Feb. 21, with a hearing on March 7, so OSG will have
received only one week's automatic extension.

Court papers reflect that the noteholders' plan proposal includes
a "multi-party rights offering" along with third-party financing.

Market prices imply that the forthcoming plan will be paying
noteholders in full. OSG's $300 million in 8.125 percent senior
unsecured notes due 2018 traded at 12:38 p.m. on Dec. 20 for 106.5
cents on the dollar, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority. The notes
brought as little as 18.75 cents on the day of bankruptcy.

OSG's stock rose 3.3 percent to $6.25 on Dec. 20 in over-the-
counter trading, a post-bankruptcy high. The stock sold for about
55 cents on the day of bankruptcy last year.

                     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: Exclusive Periods Extension, Seal Approved
----------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Overseas Shipholding Group's third motion to extend the exclusive
period during which the Company can file can file a Chapter 11
plan and solicit acceptances thereof through and including
February 28, 2014 and April 29, 2014, respectively.

The Court subsequently approved the Company's motion to file under
seal its motion for entry of an order authorizing the Debtors to
file unredacted forms of their omnibus reply in further support of
its third motion, pursuant to Section 1121(d)(1) of the Bankruptcy
Code, for an exclusivity extension under seal.

                     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: S&P Assigns 'B' CCR & Rates $250MM Sr. Loan 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to St. Louis-based Patriot Coal Corp.  At
the same time, S&P assigned a 'B+' (one notch higher than the
corporate credit rating) and '2' recovery rating to Patriot's
$250 million senior secured term loan.  The '2' recovery rating
indicates S&P's expectation for substantial (70% to 90%) recovery
in the event of payment default.

The 'B' corporate credit rating on Patriot Coal Corp. reflects
S&P's view of the company's "weak" business risk profile and
"highly leveraged" financial risk profile.  S&P's assessment of
the company's weak business risk profile is based on Patriot's
relatively small size and scope, its significant exposure to the
high-cost Central Appalachia (CAPP) region, and the challenges
posed by the inherent risks of coal mining, including operating
problems, price volatility, transportation bottlenecks, weather-
related disruptions, and increasingly stringent environmental and
safety regulations.  S&P believes these risks are offset somewhat
by Patriot's large reserve base, its basin diversity--aside from
CAPP, the company operates in Northern Appalachia (NAPP) and the
Illinois Basin regions--and the steps the company has taken to
improve its cost structure, including reducing legacy liabilities
and closing high-cost production.  S&P considers Patriot's
financial risk profile to be highly leveraged, based on its
expectation that leverage will exceed 6x in 2014, as well as on
its financial sponsor ownership.

"The stable outlook reflects our view that Patriot will maintain
adequate liquidity to weather ongoing weak coal markets in 2014,
but we expect leverage to remain high at more than 6x," said
Standard & Poor's credit analyst Megan Johnston Rand.

S&P could consider lowering the rating if it saw Patriot's
liquidity position begin to deteriorate, such that it no longer
deemed liquidity to be adequate.  This could occur if coal markets
become much weaker than S&P currently expects or Patriot is unable
to continue to reduce costs, such that the cash burn would
accelerate and headroom under Patriot's covenants would decrease.

An upgrade is unlikely over the next year or so, given S&P's view
that leverage will remain high and because Patriot is controlled
by a financial sponsor.


PEREGRINE FINANCIAL: Settlement With Customer Class Plaintiffs
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Peregrine Financial Group Inc. and
plaintiffs in a class representing customers agreed on joint
prosecution of a lawsuit against the son of the broker's founder,
JPMorgan Chase Bank NA, and U.S. Bank NA.

According to the report, court papers filed last week say that
Peregrine's trustee Ira Bodenstein also has an agreement to settle
his claim against New York-based JPMorgan. Although the terms
weren't disclosed, the papers say there will be a hearing in
January for approval of the bank settlement.

In May Bodenstein filed suit in bankruptcy court in Chicago to
enjoin a customers' class suit in Illinois federal court brought
against Russell Wasendorf Jr. and the two banks.  Bodenstein
contended that the claims belong to him as Peregrine's
representative on behalf of customers.

The settlement, scheduled for approval in bankruptcy court on Jan.
8, allows the class plaintiffs' lawyers to pursue the suit in
cooperation with Bodenstein, who assigns his claims to the
plaintiffs.

The plaintiffs' lawyers agreed to cap their fees at no more  than
25 percent of recoveries. Bodenstein will distribute net
collections to customers in accordance with bankruptcy law and
procedures. The arrangement is similar to one involving MF Global
Inc. where class plaintiffs prosecute suits against officers and
directors with recoveries distributed by the bankruptcy court.

Last month Bodenstein received approval to make a second
distribution that will raise the recovery to 37 percent for 4d
customers with commodity futures and options accounts. For
customers with 30.7 accounts who traded in futures or options on
foreign exchanges, the total recover so far will be 85 percent.

                   About Peregrine Financial

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

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

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

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

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PLACE 190: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Place 190, LLC
        4545 Veterans Blvd., Suite 200
        Metairie, LA 70006

Case No.: 13-13485

Chapter 11 Petition Date: December 20, 2013

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

Judge: Hon. Jerry A. Brown

Debtor's Counsel: Leo D. Congeni, Esq.
                  CONGENI LAW FIRM, LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 522-4848
                  Fax: (504) 581-4962
                  Email: leo@congenilawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500 million to $1 billion

The petition was signed by George A. Cella III, member/manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/laeb13-13485.pdf


PUTNAM AT TINTON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Putnam at Tinton Falls, LLC
        77 Austin Road
        Mahopac, BY 10541

Case No.: 13-37536

Chapter 11 Petition Date: December 20, 2013

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

Debtor's Counsel: Bruce J. Duke, Esq.
                  4201 Grenwich Lane
                  Mt. Laurel, NJ 08054
                  Tel: (856) 701-0555
                  Fax: (609) 784-7823
                  Email: bruceduke@comcast.net

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The petition was signed by Richard Annunziata, managing member.

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


QUIGLEY CO: Pfizer Absolved In Asbestos Injury Suit
---------------------------------------------------
Law360 reported that Pfizer Inc. cannot be held accountable for
personal injury allegedly caused by its bankrupt subsidiary
Quigley Co.'s asbestos-containing insulation, because Pfizer had
nothing to do with the product beyond applying its trademarks, a
Washington state federal judge recently ruled.

According to the report, in a Dec. 13 order, U.S. District Judge
Thomas S. Zilly dismissed Pfizer from a deceased Seattle steel
mill worker's asbestos injury suit, predicting that the Washington
Supreme Court would not extend products liability under the
apparent manufacturer doctrine to a company acting exclusively
outside the product's trademark.

The case is Turner et al v. Fraser's Boiler Service Inc et al.,
Case No. 2:13-cv-01747 (W.D. Wash.).

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.
The district court ruling was upheld in the appeals court.

In August 2013, the U.S. District Court reaffirmed the June 28,
2013 U.S. Bankruptcy Court order confirming Quigley's Chapter 11
Plan of Reorganization.  Because this proceeding involved
asbestos-related litigation, both Bankruptcy and District Court
approval was required.


RADIOSHACK CORP: S&P Raises CCR to 'CCC+'; Outlook Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on the Fort Worth, Texas-based RadioShack Corp. to 'CCC+'
from 'CCC'.  The rating outlook is negative.  At the same time,
S&P lowered the issue-level rating on the senior unsecured notes
to 'CCC-' from 'CCC' and revise the recovery rating to '6' from
'4'.  The '6' recovery rating indicates S&P's expectation of
negligible (0%-10%) recovery of principal in the event of payment
default.  The notes are now rated two notches below the company's
corporate credit rating.

"The upgrade reflects an improved liquidity position with a recent
financing that increased funded debt by $125 million and increased
the company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.  "Year-to-date working capital
has been a meaningful source of cash as well, about $300 million.
While we realize working capital may be a use of cash going
forward and that the company will need to fund likely cash
operating losses, we do not believe a default in the near term is
likely."

S&P's negative outlook on RadioShack Corp. reflects its view that
the company is dependent on progress with its strategic turnaround
to reverse the substantial decline in profitability and ongoing
cash use.

                          Upside scenario

S&P do not expect a positive rating action in the near term, and
it would only consider a higher rating if the company generated
enough EBITDA to cover interest costs and fund capital spending.
S&P would expect EBITDA to be in the range of $120 million to meet
this threshold; as such, an upgrade is highly unlikely from this
level given its operating assumptions for the company.

                         Downside scenario

S&P would likely lower the ratings if it believed the company
could default within a year.  Given the company's working capital
dynamics, necessary capital spending, S&P may lower the ratings if
EBITDA was negative $200 million and the company had less than
$400 million of available liquidity.


RIH ACQUISITIONS: Shared Between Caesars and Tropicana
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the auction last week for Atlantic Club Casino Hotel
in Atlantic City, New Jersey, ended up with two buyers, paying a
total of $23.4 million.

According to the report, at a hearing on Dec. 23 in Camden, New
Jersey, the casino was slated to ask the judge to approve sale of
the real estate to competitor Caesars Entertainment Operating Co.
Inc. for
$15 million.

Tropicana Atlantic City Corp., owner of a competing casino, came
out with the top bid of $8.4 million for the slot machines.

Caesars will not operate the property as a casino. The buyer said
it is "evaluating options for the use of the assets," possibly in
connection with the casinos it already operates in Atlantic City.

Atlantic Club will discontinue its operations on Jan. 13.

                     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.

Financing for the Chapter 11 reorganization is being provided by
Northlight Financial LLC.


SCOTTS MIRACLE-GRO: S&P Affirms 'BB+' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Ohio-based Scotts Miracle-Gro Co. and revised the
outlook to stable from negative.

S&P also affirmed its 'BB-' rating on all of the company's senior
unsecured debt.  The recovery ratings remain unchanged at '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
for noteholders in the event of a payment default.

"The outlook revision reflects our view that the company's
financial risk profile has strengthened as a result of improved
operating performance for fiscal 2013 ending Sept. 30, 2013, and
our expectation that the company will at least maintain its
current level of performance," said Standard & Poor's credit
analyst Linda Phelps.

Despite the weak spring 2013 performance, Scotts' EBITDA increased
significantly as a result of late season gains, pricing increases,
cost savings from operating efficiencies, and lower marketing
spending.  As such, the company's debt-to-EBITDA leverage for the
12 months ended Sept. 30, 2013, declined to about 1.5x, as
compared to the mid-2x area one year ago.  While leverage is
currently below the 2x to 3x range for Standard & Poor's
indicative ratio for an "intermediate" financial risk profile, S&P
believes leverage will likely rise towards the company's 2.0x to
2.5x target level over the next 12 to 24 months.  In particular,
credit metrics could weaken as a result of fluctuations in
operating performance given the highly seasonal, weather-dependent
nature of the company's business, or an increase in acquisition
and/or shareholder distribution activity.  As such, S&P believes
the company's financial risk profile is "intermediate" and the
company's financial policy remains "moderate."

The ratings on Scotts also incorporate S&P's assessment that the
company's business risk profile continues to be "fair," reflecting
the company's strong market positions, well-recognized brand
names, and favorable long-term demographic trends in the consumer
lawn and garden care segment.  S&P believes Scotts continues to
benefit from its strong market position within the somewhat narrow
lawn and garden sector.  The company holds top market positions
across several product categories and continues to invest in its
well-known brands, which include Scotts, Turf Builder, Miracle-
Gro, Ortho, and Roundup.  S&P believes the company will continue
to sustain its long-term relationship with its key customers based
on the strength of its brands, product innovation, and its ability
to service large national retailers.  In addition, S&P believes
the aging U.S. population is a long-term industry positive because
of older consumers' historically higher lawn and garden
participation rate.


SCRUB ISLAND: Creditors' Panel Taps Glenn Rasmussen as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Scrub Island
Development Group Ltd. ask for authorization from the U.S.
Bankruptcy Court for the Middle District of Florida to retain
Glenn Rasmussen, P.A., as general counsel to the Committee.

Glenn Rasmussen will be paid at these hourly rates:

    Robert B. Glenn, attorney          $450
    Edwin G. Rice, attorney            $375
    Victoria D. Critchlow, attorney    $250
    Mary McKay, paralegal              $140

Glenn Rasmussen will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Edwin G. Rice, shareholder of Glenn Rasmussen, 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.

Glenn Rasmussen can be reached at:

       Edwin G. Rice, Esq.
       GLENN RASMUSSEN, P.A.
       100 South Ashley Drive, Suite 1300
       Tampa, FL 33602
       Tel: (813) 229-3333
       Fax: (813) 229-4946
       E-mail: erice@glennrasmussen.com

                       About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, sought bankruptcy protection (Bankr. M.D.
Fla. Case No. 13-15285) in Tampa, Florida, on Nov. 19, 2013, to
end a receivership it claims was secretly put in place by its
lender.  The case is assigned to Judge Michael G. Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

The Debtor is represented by Charles A. Postler, Esq., and Harley
E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa,
Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

FirstBank Puerto Rico is asking the U.S. Bankruptcy Court to
dismiss the bankruptcy case, saying it is interfering with an
ongoing effort to collect the more than $120 million it is owed.


SHELBOURNE NORTH: FrankGecker LLP Approved as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court authorized Shelbourne North Water
Street, L.P., to employ Joseph D. Frank, Esq., and FrankGecker LLP
as counsel.

As reported in the Troubled Company Reporter on Dec. 2, 2013,
FrankGecker LLP is expected to, among other things:

   (a) assist the Debtor to pursue and secure debtor-in-possession
       financing as necessary;

   (b) meet and negotiate with creditors and their representatives
       and other interested parties regarding matters relating to
       the administration of the Debtor's estate;

   (c) advise the Debtor on matters relating to the evaluation of
       the assumption, rejection, or assignment of unexpired
       leases and executory contracts;

   (d) advise the Debtor with respect to the negotiation and
       formulation of a plan of reorganization;

   (e) draft a plan of reorganization and accompanying disclosure
       statement; and

   (f) perform all other legal services as required.

FrankGecker LLP will be paid at these hourly rates:

       Frances Gecker, Partner         $690
       Joseph D. Frank, Partner        $690
       Jeremy C. Kleinman, Associate   $375
       Zane L. Zielinski, Associate    $365

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

Prior to the entry of the Order for Relief, FrankGecker LLP
received retainer payments totaling $90,000 from the IOLTA account
of Thomas J. Murphy, P.C.  At the Debtor's direction, FrankGecker
LLP transferred $40,000 of these funds to Landis, Roth & Cobb LLP,
the law firm that represented the Debtor in the Delaware
Bankruptcy Court.  Not all of the funds were charged by Landis
Roth and FrankGecker LLP expects to receive a refund of $1,088.56,
which it will add to its funds on retainer.  From the remaining
funds, FrankGecker LLP has applied $3,750 in payment for services
rendered to the Debtor prior to the Petition Date and $19,685.50
for services rendered by FrankGecker LLP between the Petition Date
and the date of the Order for Relief.  As a result, $26,564.50 of
the retainer remains unapplied, not including the fees that will
be returned by Landis Roth.

As of the Petition Date, FrankGecker LLP was owed $10,444.95 for
professional services rendered to the Affiliates.  FrankGecker LLP
has not applied any funds received on behalf of the Debtor in
satisfaction of any amounts due from the Affiliates.  FrankGecker
LLP has agreed to waive any and all amounts currently due from the
Affiliates as a condition of its representation of the Debtor.

Joseph D. Frank, partner of FrankGecker LLP, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case No. 13-12652).  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
efforts.


SHELBOURNE NORTH: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Shelbourne North Water Street, L.P. filed with the U.S. Bankruptcy
Court for the Northern District of Illinois its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property               Unknown
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $105,547,084
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $188,900,609
                                 -----------      -----------
        TOTAL                       Unknown      $294,447,693

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

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case No. 13-12652).  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
efforts.


SR REAL ESTATE: Wants Plan Filing Period Extended to June 18
------------------------------------------------------------
SR Real Estate Holdings, LLC, asks the U.S. Bankruptcy Court for
the Southern District of California to extend the exclusive period
for the Debtor to file a Chapter 11 plan through and including
June 18, 2014, and to extend the exclusive period to solicit
acceptances of a plan through and including Aug. 18, 2014.

Victor A. Vilaplana, Esq., at Foley and Lardner, the attorney for
the Debtor, says in a Dec. 16, 2013, court filing that cause
exists to extend the exclusive periods for six months because
uncertainty exists as to the issue of voting procedures under
sections 1111(b) and 1126 of the U.S. Bankruptcy Code, the
resolution of which is critical in formulating a confirmable plan.
"In addition, the future and viability of this bankruptcy case is
currently under submission by the Court.  The Court heard argument
on these issues on Nov. 4, 2012, and has taken them under
submission.  With these issues pending, efficiency would be served
and all creditors would benefit by the grant of a six month
extension of the Exclusive Periods.  Although the Debtor is
seeking a six month extension, the Debtor intends to file its plan
within the 30-day Single Asset Real Estate deadline," Mr.
Vilaplana states.

                 About SR Real Estate Holdings

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.  The Debtor
estimated that its assets total at least $10 million and
liabilities are at least $500 million.  Victor A. Vilaplana, Esq.,
at Foley and Lardner, serves as counsel to the Debtor.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


ST. FRANCIS' HOSPITAL: Possibly Sold in January
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that St. Francis Hospital in Poughkeepsie, New York could
be sold by Jan. 21 if another potential buyer doesn't turn up by
Jan. 10 expressing an interest in the 333-bed acute-care
facility, under procedures approved by the bankruptcy court last
week.

According to the report, the hospital, founded in 1914, filed a
Chapter 11 petition on Dec. 17.  Two days later, U.S. Bankruptcy
Judge Cecelia Morris in Poughkeepsie approved sale procedures to
flush out other hospital operators willing to top the $24.15
million offer from Health Quest Systems Inc.

If another possible buyer turns up by Jan. 10, Judge Morris will
hold a hearing on Jan. 21 to fix auction procedures. The hearing
for sale approval will then occur on Feb. 18.

If no one else shows an interest, Judge Morris will hold a hearing
on Jan. 21 to consider approving sale to LaGrangeville, New York-
based Health Quest.

Given the speed by which Judge Morris approved sale procedures,
she didn't include some provisions ordinarily contained in similar
authorizations. Notably, she declined to say that creditors were
given "ample notice" of the hearing to authorize the sale process.

By the week's end, Judge Morris granted interim authority to
borrow $5.5 million from MidCap Financial LLC. There will be a
final financing hearing on Jan. 21 for approval of the entire
package to include a $9 million revolving credit and an $11
million term loan.

Last year, the hospital had a $7.7 million operating loss on
revenue of some $150 million. The balance sheet as of July 31 had
assets of $154.9 million against debt totaling $137.7 million.

The case is In re St. Francis Hospital, 13-37725, U.S. Bankruptcy
Court, Southern District New York (Manhattan).  The Debtors are
represented by Christopher M. Desiderio, Esq., at NIXON PEABODY
LLP, in New York.


TRIBUNE CO: Spinoff Plan Raises Concerns for Newspaper Operations
-----------------------------------------------------------------
Ravi Somaiya, writing for The New York Times, reported that a plan
by the Tribune Company to separate eight newspapers, including The
Los Angeles Times and The Chicago Tribune, from its more
profitable digital and television businesses could threaten their
survival, staff members, industry analysts and a congressman said.

According to the report, under the proposal, outlined in a recent
securities filing, the newspaper business will pay rent to its
former parent company, as well as a dividend. Such moves, its
critics say, will give the newspaper company less financial
resources and operational flexibility at a difficult time for the
industry.

Employees at Tribune newspapers criticized the plan, the report
said.  "Just as we're struggling to reinvent ourselves, they're
making life more difficult for us," said Angie Kuhl, union
chairwoman for The Baltimore Sun, another Tribune paper. "It feels
like we're being hobbled. Money that could go into online ventures
and exploring new markets is going into rent."

Spinoffs separating struggling print assets from faster-growing
media businesses are becoming increasingly common, the report
noted.  Time Warner has announced it will cleave its Time Inc.
magazine division into a new company, most likely in the next
year. This year, Rupert Murdoch's News Corporation split its
profitable film and television businesses from its newspapers and
publishing interests, including The Wall Street Journal and
HarperCollins, along with some Australian pay television units.

But in contrast to the News Corporation publishing company, which
has no debt and was capitalized with $2.6 billion in cash, the
planned Tribune newspaper company appears to carry several
financial burdens, according to Securities and Exchange Commission
filings, the report further related.  The Tribune Company plans to
complete the newspaper spinoff, renaming the business the Tribune
Publishing Company and listing it on the New York Stock Exchange,
by the middle of 2014.

                        About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRIBUNE CO: Buys Gracenote From Sony for $170 Million
-----------------------------------------------------
Don Clark, writing for The Wall Street Journal, reported that
Tribune Co. said it will buy Sony Corp.'s Gracenote Inc.
subsidiary for $170 million, a move to unite businesses that
supply entertainment data.

According to the report, the Chicago-based media company said
Gracenote will be combined with Tribune Media Services, which
sells TV listings to cable operators and other customers, as well
as movie show times and other data.

Gracenote, based in Emeryville, Calif., was purchased by Sony in
2008 for $260 million, the report related.  It is best known for a
large database of music data used to identify tracks by music
services such as Apple Inc.'s iTunes, the report said.  But
Gracenote has moved into other areas, including technology that
helps smartphones and tablets identify movie and TV programs by
analyzing program dialogue and soundtracks.

Tribune Chief Executive Peter Liguori, in prepared remarks, said
the company is focused on extending its "core competencies" and
boosting innovation and growth, the report related.  Bringing
together Gracenote with Tribune Media Services will create one of
the largest entertainment metadata companies in the world, he
said.

The deal comes as Tribune, which owns newspapers such as the
Chicago Tribune and Los Angeles Times, has announced plans to spin
off its newspaper assets, the report added.  It has also moved to
boost its TV operations with a $2.73 billion deal to buy stations
from Local TV Holdings LLC.

                        About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


UNIVERSAL CINEMA: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Universal Cinema Services, Inc.
        1010 W. Euless Blvd. #240
        Euless, TX 76040

Case No.: 13-45713

Chapter 11 Petition Date: December 20, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms

Debtor's Counsel: Jason Michael Katz, Esq.
                  HIERSCHE, HAYWARD, DRAKELEY, URBACH, PC
                  15303 Dallas Parkway, Suite 700
                  Addison, TX 75201
                  Tel: (972) 701-7086
                  Fax: (972) 701-7186
                  Email: jkatz@hhdulaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John R. Panzeca, chief executive
officer.

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


VELTI INC: Sale to Blackstone Affiliate Approved by Court
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Velti Inc., a provider of marketing and advertising
services for mobile devices, will have sold the business to an
affiliate of the Blackstone Group LP within two months of filing
for Chapter 11 protection in Delaware.

According to the report, the company entered bankruptcy court on
Nov. 4 after negotiating an agreement for Blackstone's GSO Capital
Partners LP to purchase the business in exchange for debt, the
assumption of specified debt, and $1.25 million cash for curing
payment defaults on contracts going along with the sale.

There being no competing bids, the auction was canceled, and the
bankruptcy court formally approved the sale on Dec. 20.  A company
representative told the judge they intend to complete the sale
around Jan. 2

GSO acquired the $56.4 million secured credit on Nov. 1 from HSBC
Bank NA, the lenders' agent.

                       About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million.  Its
Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

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 $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.


WESTERN FUNDING: Taps Gamache & Myers as Special Counsel
--------------------------------------------------------
Western Funding Inc. and its debtor-affiliates ask for permission
from the U.S. Bankruptcy Court for the District of Nevada to
employ Gamache & Myers, P.C. as special counsel for collection
matters, nunc pro tunc to Sept. 4, 2013.

Western Funding can place, in its sole discretion, claims with
Gamache & Myers for collection, and to the extent Gamache & Myers
is not licensed in the relevant jurisdiction; Gamache & Myers
obtains co-counsel to assist in the collection process.

As set forth in the contract between Gamache & Myers and the
Debtors, the compensation of Gamache & Myers is proposed to be a
commission of 20% of all sums collected, exclusive of the recovery
of court costs, except in the following circumstances:

   (a) if Gamache & Myers has to refer a claim to co-counsel in
       Florida, North Carolina, South Carolina or Texas, the
       commission due to the attorney shall be 45% of all sums
       collected exclusive of the recovery of court costs.
       Gamache & Myers is responsible for all compensation due to
       co-counsel.

   (b) if Gamache & Myers has to refer a claim to co-counsel in
       any state other than Florida, North Carolina, South
       Carolina or Texas, the commission due to the attorney shall
       be 33.3% of all sums collected exclusive of the recovery of
       court costs.  Gamache & Myers is responsible for all
       compensation due to co-counsel.

   (c) if Gamache & Myers directly litigates an account in
       Missouri or Arkansas, then its commission shall be 25% of
       all sums collected exclusive of the recovery of court
       costs.

Gamache & Myers will also be reimbursed for reasonable out-of-
pocket expenses incurred.

At present, Gamache & Myers and its co-counsel are owed the sum of
$2,578.76 for costs advanced, and are holding $9,011.35 in
remittance that could be paid to Western Funding.  Western Funding
requests authority to pay such costs advanced.

David R. Gamache, shareholder of Gamache & Myers, 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.

Gamache & Myers can be reached at:

       David R. Gamache, Esq.
       GAMACHE & MYERS, P.C.
       1000 Camera Avenue, Suite A
       St. Louis, MO 63126
       Tel: (314) 835-6600

                   About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.


WESTERN FUNDING: Taps Commerce CRG to Market Patrick Lane Property
------------------------------------------------------------------
Western Funding Incorporated, Western Funding Inc. of Nevada, and
Global Track GPS, LLC, seek authorization from the U.S. Bankruptcy
Court for the District of Nevada to employ Commerce CRG of Nevada,
LLC, dba Commerce Real Estate Solutions, as exclusive listing
agent for the Debtors' real property commonly known as 3915 E.
Patrick Lane, Las Vegas, Clark County, Nevada.

As of Nov. 22, 2013, the Debtors entered into an exclusive listing
agreement for sale transaction and commission agreement for the
sale of the commercial real property with Commerce.

The Real Property isn't encumbered by any lien of the Debtors'
senior secured lender, BMO Harris Bank, N.A., but rather only a
disputed deed of trust recorded by the "B Members" of the Debtors'
sole shareholder Harbor Structured Finance, LLC, which deed of
trust will soon be the subject of litigation and put in bona fide
dispute.  To ensure that the Debtors achieve the highest and best
value for the Real Property, the Debtors believe that Commerce
needs to be engaged to actively market the Real Property and
interact with potential buyers.

Commerce's compensation is proposed to be on a commission basis of
6% of the final agreed upon gross sales price of the Real Property
if it is purchased by any individual or entity other than Western
Acceptance, Inc., a subsidiary of Carfinco Financial Group Inc.,
or an affiliate thereof, including but not limited to Carfinco WFI
Inc.  If the Real Estate is purchased by Carfinco, then the
Debtors agree to pay a commission of 3% of the final agreed upon
gross sales price of the Real Property.

To the best of the Debtors' knowledge, Commerce 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.

On Dec. 10, 2013, Mark Finston and James B. Hadden, and the Class
B Members objected to the Debtors' motion to employ Commerce.  The
opposition refers extensively to an appraisal for the Real
Property obtained by the Debtors, but not disclosed to the Court.
Prior to the filing of the Opposition, the counsel for the
Opposing Parties contacted the Debtors' counsel to determine
whether the Debtors considered the appraisal to be confidential
and protected by the Nondisclosure Agreement.  The Debtors'
counsel responded that the Debtors did consider the appraisal to
be confidential and protected by the NDDA and objected to its
contents being disclosed to the public.

The Opposing Parties are represented by:

      Cotton, Driggs, Walch,
      Holley, Woloson & Thompson
      Richard F. Holley, Esq.
      Ogonna M. Atamoh, Esq.
      400 South Fourth Street, Third Floor
      Las Vegas, Nevada 89101
      E-mail: Rholley@nevadafirm.com
              Oatamoh@nevadafirm.com

               and

      Murray Murphy Moul + Basil LLP
      Joseph F. Murray, Esq.
      1533 Lake Shore Drive
      Columbus, Ohio 43204
      Tel: (614) 488-0400
      Fax: (614) 488-0401
      E-mail: murray@mmmb.com

                       About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

In its schedules, Western Funding disclosed $48,513,558 in total
assets and $44,443,913 in total liabilities.

Western Funding is jointly administered with Western Funding Inc.
of Nevada, and Global Track GPS, LLC.  Western Funding Inc. is the
lead case.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.


WESTERN FUNDING: Hires FTI as Investment Banker, Committee Objects
------------------------------------------------------------------
Western Funding Incorporated, Western Funding Inc. of Nevada, and
Global Track GPS, LLC, has filed an amended motion seeking
permission from the U.S. Bankruptcy Court for the District of
Nevada to employ FTI Consulting, Inc., as investment bankers to
assist with sales transactions, nunc pro tunc from Oct. 3, 2013.

As previously reported by the Troubled Company Reporter on
Nov. 29, 2013, Western Funding filed with the Bankruptcy Court a
notice of withdrawal of the application to employ FTI as
investment bankers for the Debtors to assist with the sale
transactions, nunc pro tunc from Oct. 3, 2013.  The Official
Committee of the Unsecured Creditors objected to the FTI
employment particularly on the fees the Debtor agreed to pay FTI
for its services as investment banker.  BMO Harris Bank, N.A.,
filed a joinder to the Committee's objection.

In the amended motion filed on Dec. 6, 2013, Zachariah Larson,
Esq., at Larson & Zirzow, LLC, the attorney for the Debtors,
states that the Debtors held a Dec. 2, 2013 conference call with
the counsel for BMO Harris and the Committee to discuss a proposed
revised retention of FTI as investment bankers to the Debtors,
which continued throughout the first week of December to include
discussions regarding the substantial efforts FTI had provided in
soliciting prospective bidders for the Debtors' acquired assets
since early October, and how the engagement could be paid.  Other
than the hourly retention that FTI requires given the work it has
been performing for more than several months now, the terms of
FTI's revised engagement are similar to those requested by the
Committee on behalf of Amherst Consulting, LLC, the investment
bankers that the Committee hired.

FTI will, among other things:

      a. identify and initial potential sale or recapitalization
         transactions;

      b. review and analyze the business plans and financial
         projections prepared by the companies including, but not
         limited to, testing assumptions and comparing those
         assumptions to historical and industry trends;

      c. evaluate the companies' debt capacity in light of its
         projected cash flows, and assist in the determination of
         an appropriate capital structure for the companies; and

      d. assist in preparation of materials to be used by
         potentially interested parties in considering a potential
         sale of recapitalization transaction.

FTI will be paid at these hourly rates:

         Senior Managing Directors        $675-$895
         Directors/Managing Directors     $500-$745
         Consultants/Senior Consultants   $280-$530
         Administrative/Paraprofessionals $125-$230

According to Mr. Larson, BMO Harris has tentatively agreed,
subject to review and approval of the actual order, to allow part
of its collateral/sale proceeds to be paid to FTI for its
investment banking services in the event BMO Harris isn't paid in
full in a similar fashion that is has allowed Amherst to be paid
part of its cash collateral/sale proceeds.  Specifically, BMO
Harris will allow $50,000 to be paid to FTI plus an additional
amount equal to 2% of the amount above the Carfino bid with a
minimum additional amount of $100,000 as long as one of the
bidders who provides a topping bid was someone that FTI sourced or
worked with in the process with the exception that: (a) if BMO
Harris credit bids and there has been a topping bid by someone FTI
sourced or worked with then the additional amount would be
$75,000; and (b) if the winning bidder was someone that was
introduced to the process by Amherst then the additional amount
would be $75,000.  If there are no bidders other than BMO Harris,
FTI would not receive an additional amount.

To the best of the Debtors' knowledge, FTI 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.

On Dec. 2, 2013, the Debtors' counsel contacted the Committee to
inform it that Amherst couldn't possibly market the Debtors and
that FTI should be employed.  Once again, concerns regarding the
terms of FTI's compensation were raised.  Thereafter, the Debtors'
counsel had further conversations with BMO regarding the
employment of FTI, without the Committee counsel being part of
these conversations.

On Dec. 10, 2013, the Committee and Mark Finston and James B.
Hadden, and Class B Members of the Debtors' sole shareholder
Harbor Structured Finance, Inc., filed an objection to the
Debtors' hiring of FTI.  Jeanette E. McPherson, Esq., at
Schwartzer & McPherson Law Firm, the attorney for the Committee,
states that the Debtors acknowledge they withdrew the first FTI
employment application, but other than citing BMO's and the
Committee's objections, they provide no honest explanation of why
they withdrew the application.  Ms. McPherson adds that "it is
completely improper for FTI to incur over $265,000 in fees alone
(not including costs) in one month's period during a time when it
was never employed and then seek nunc pro tunc retention."

                       About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

In its schedules, Western Funding disclosed $48,513,558 in total
assets and $44,443,913 in total liabilities.

Western Funding is jointly administered with Western Funding Inc.
of Nevada, and Global Track GPS, LLC.  Western Funding Inc. is the
lead case.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.


WHEATLAND MARKETPLACE: Hires JST Law as Attorneys
-------------------------------------------------
Wheatland MarketPlace LLC seeks authorization from the Hon. Pamela
S. Hollis of the U.S. Bankruptcy Court for the Northern District
of Illinois to employ Thomas W. Toolis and Jahnke, Sullivan &
Toolis, LLC (JST Law) as attorneys.

The Debtor requires JST Law to:

   (a) consult with the Debtor concerning its powers and duties as
       debtor in possession, the continued operation of its
       business and the Debtor's management of the financial and
       legal affairs of its estate;

   (b) consult with the Debtor and with other professionals
       concerning the negotiation, formulation, preparation, and
       prosecution of a Chapter 11 plan and disclosure statement;

   (c) confer and negotiate with the Debtor's creditors, and other
       parties in interest, and their respective attorneys and
       other professionals concerning the Debtor's financial
       affairs and property, Chapter 11 plans, claims, liens, and
       other aspects of this case;

   (d) appear in court on behalf of the Debtor when required, and
       will prepare, file and serve applications, motions,
       complaints, notices, orders, reports, and other documents
       and pleadings as may be necessary in connection with the
       case; and

   (e) provide the Debtor with other services as the Debtor may
       request and which may be necessary in the circumstances.

JST Law will be paid at these hourly rates:

       Thomas W. Toolis          $450
       Paralegal                 $100

JST Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

JST Law received a retainer in the sum of $15,000 for services in
connection with this Chapter 11 case and the filing fee of $1,213
for the case.

Thomas W. Toolis, partner of JST Law, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Court for the Northern District of Illinois will hold a
hearing on the application on Jan. 9, 2014, at 10:00 a.m.

JST Law can be reached at:

       Thomas W. Toolis, Esq.
       JAHNKE, SULLIVAN & TOOLIS, LLC
       10075 W. Lincoln Highway
       Frankfort, IL 60423
       Tel: (708) 349-9333
       Fax: (708) 349-8333
       E-mail: twt@jtlawllc.com

                  About Wheatland Marketplace

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.

The Debtor has tapped Thomas W Toolis, Esq., at Jahnke, Sullivan &
Toolis, LLC, in Frankfurt, Illinois, as counsel.

Coleen J. Lehman Trust and Lucy Koroluk each holds a 50%
membership interest in the Debtor.


WHEATLAND MARKETPLACE: Taps Edgemark Asset as Property Manager
--------------------------------------------------------------
Wheatland MarketPlace, LLC seeks authorization from the Hon.
Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern
District of Illinois to employ Edgemark Asset Management, LLC as
property manager, effective Dec. 2, 2013.

Edgemark Asset will be paid a monthly management fee of 4% of the
gross monthly receipts from collected rents or a base management
fee of $2,000 whichever is greater.

For any services not typically related to property management,
such as court appearances, sale or financing of the property,
preparation of estoppels certificates, assignment of leases, an
administrative additional service charge will be paid with the
following hourly rates:

       Controller/Officer        $150
       Manager/Accountants       $125
       Clerical                  $75

Edgemark Asset will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Richard M. Robey, senior vice president of Edgemark Asset, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the Northern District of Illinois will hold a
hearing on the application on Jan. 9, 2014, at 10:00 a.m.

Edgemark Asset can be reached at:

       Richard M. Robey
       EDGEMARK ASSET MANAGEMENT, LLC
       2215 York Rd., Suite 503
       Oak Brook, IL 60523
       Tel: (630) 472-1010
       Fax: (630) 472-1019
       E-mail: rrobey@edgemarkllc.com

                  About Wheatland Marketplace

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.

The Debtor has tapped Thomas W Toolis, Esq., at Jahnke, Sullivan &
Toolis, LLC, in Frankfurt, Illinois, as counsel.

Coleen J. Lehman Trust and Lucy Koroluk each holds a 50%
membership interest in the Debtor.


WHEATLAND MARKETPLACE: Sec. 341(a) Meeting of Creditors on Jan. 9
-----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Wheatland
Marketplace, LLC, will be held on Jan. 9, 2014, at 3:00 p.m., at
219 South Dearborn, Office of the U.S. Trustee, 8th Floor, Room
802, Chicago, Illinois 60604.

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.

Last day to object to dischargeability is March 10,2014.

Naperville, Illinois-based Wheatland Marketplace, LLC, owns a
commercial retail center.  It filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 13-46492) in Chicago on
Dec. 3, 2013.

Judge Pamela S. Hollis presides over the case.  Thomas W Toolis,
Esq., at Jahnke, Sullivan & Toolis, LLC, serves as the Debtor's
bankruptcy counsel.

In its schedules, the Debtor disclosed $10.99 million in total
assets and $7.05 million in total liabilities.


YRC WORLDWIDE: Nears Deal to Raise Financing
--------------------------------------------
Emily Glazer, writing for Daily Bankruptcy Review, reported that
YRC Worldwide Inc. is close to raising funds to cover upcoming
debt payments as the trucking company works to persuade employees
to extend their labor contracts for five years, people familiar
with the matter said.

According to the report, the company was expected to make a
securities filing Monday morning detailing the financing, which
comprises $250 million in equity and at least $25 million in debt
committed to become equity and was being provided by several
investment firms, the people said. Talks on Dec. 22 weren't final
and could still fall apart, they said, the report related.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


YRC WORLDWIDE: Moves to Cut $300 Million in Debt
------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
YRC Worldwide Inc. said on Dec. 20 it has reached an agreement to
raise funds that will allow the trucking company to reduce its
debt by about $300 million.

According to the report, the company, which trying to persuade
employees to extend their labor contracts for five years, said the
financing comprises $250 million in equity and $50 million in debt
committed to become equity.

YRC separately is seeking to push back the due date on $124
million of debt due in March 2015, the report related.

The new financing and a deal to extend the due date should smooth
the path for YRC to refinance debt maturing in 2014 and 2015,
people familiar with the matter said, the report added.

But those are conditioned on the company's completion of a deal to
extend by five years its existing collective-bargaining agreement
with its 26,000 Teamsters, the report further related.  The
current contract is set to expire in March 2015. The proposal
would extend a 15% pay cut that workers agreed to in earlier
contract negotiations.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* Inexperienced Lawyer Tossed Out of Chapter 11 Case
----------------------------------------------------
"The court should have listened to the U.S. Trustee," Bankruptcy
Judge Alan Jaroslovsky in San Francisco said this month, when the
Justice Department's bankruptcy watchdog said a particular lawyer
"was not qualified to represent" debtors in Chapter 11, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reports.

According to the report, Judge Jaroslovsky cited rules of
bankruptcy procedure prescribing that a draft disclosure statement
is only sent to the creditors'committee, the Securities and
Exchange Commission, the U.S. Trustee, and parties who
specifically request copies.

Instead, the lawyer for an individual in Chapter 11 sent the draft
to all creditors.

When called to court to explain why he violated the rules, Judge
Jaroslovsky said the lawyer "did not seem to understand his
violation of bankruptcy law" and exhibited a "complete lack of
comprehension of the seriousness of his acts."

Judge Jaroslovsky said the proper remedy was to terminate the
lawyer's right to represent the client.

In the only other case where the lawyer had a client in Chapter
11, it "ended badly," judge said, when he failed to comply with a
deadline and then sought to substitute another lawyer without the
court's permission.

The case is In re Wilson, 13-11374, U.S. Bankruptcy Court,
Northern District California (San Francisco).


* Ability to Strip Off in Chapter 13 Lost on Confirmation
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if a bankrupt's lawyer forgets to strip off a wholly
unsecured mortgage before confirmation of a Chapter 13 plan, it
can't be done later, U.S. District Judge R. Brooke Jackson in
Denver ruled on Dec. 17.

According to the report, a couple filed in Chapter 11 owning a
home they said to be worth $145,000. There was a $187,000 first
mortgage and a second mortgage for $33,500.

Although the plan said they filed a motion under Section 506 of
the Bankruptcy Code to declare that the second mortgage should be
treated as a wholly unsecured claim, the motion was never filed.

The plan was confirmed. It listed the second mortgage as a secured
claim.

After confirmation, the bankrupts' lawyer discovered the omission
and filed a motion to strip off the second mortgage.  The
bankruptcy court denied the motion. Judge Jackson upheld the
ruling on appeal, even though the holder of the second mortgage
never appeared and never objected to a multitude of proceedings to
strip off the mortgage.

Judge Jackson said that the ability to strip off the mortgage was
lost when the plan was confirmed.

The case is McPherson v. Green Tree Servicing LLC (In re
McPherson), 13-00436, U.S. District Court, District of Colorado
(Denver).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re William Thompson
   Bankr. D. Ariz. Case No. 13-21488
      Chapter 11 Petition filed December 17, 2013

In re Ilhami Tekmen
   Bankr. D. Del. Case No. 13-13271
      Chapter 11 Petition filed December 17, 2013

In re James T. Kellie Plumbing, Inc.
   Bankr. S.D. Ind. Case No. 13-12997
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/insb13-12997.pdf
         represented by: David R. Krebs, Esq.
                         TUCKER, HESTER, BAKER & KREBS
                         E-mail: dkrebs@thbklaw.com

In re Kellie Properties, LLC
   Bankr. S.D. Ind. Case No. 13-13000
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/insb13-13000.pdf
         represented by: David R. Krebs, Esq.
                         TUCKER, HESTER, BAKER & KREBS
                         E-mail: dkrebs@thbklaw.com

In re Stokes Construction Company
   Bankr. D. Nebr. Case No. 13-82582
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/neb13-82582.pdf
         represented by: Bruce C. Barnhart, Esq.
                         BARNHART LAW OFFICE
                         E-mail: bruce@barnhart-law.com

In re Werner Koller
   Bankr. D.N.J. Case No. 13-37262
      Chapter 11 Petition filed December 17, 2013

In re Hart & Myrtle Auto, Ltd.
   Bankr. E.D.N.Y. Case No. 13-47486
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/nyeb13-47486.pdf
         represented by: Lawrence F. Morrison, Esq.
                         E-mail: morrlaw@aol.com

In re Farid Saker Rodriguez
   Bankr. D.P.R. Case No. 13-10487
      Chapter 11 Petition filed December 17, 2013

In re Jose Gonzalez Rosario
   Bankr. D.P.R. Case No. 13-10482
      Chapter 11 Petition filed December 17, 2013

In re James Quarles
   Bankr. M.D. Tenn. Case No. 13-10679
      Chapter 11 Petition filed December 17, 2013

In re Enterprise Business Corporation
   Bankr. D.P.R. Case No. 13-10452
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/prb13-10452.pdf
         represented by: Nydia Gonzalez Ortiz, Esq.
                         SANTIAGO & GONZALEZ
                         E-mail: bufetesg@gmail.com

In re Builder Ventures, LLC
   Bankr. M.D. Tenn. Case No. 13-10674
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/tnmb13-10674.pdf
         represented by: Joseph P. Rusnak, Esq.
                         TUNE ENTREKIN & WHITE, P.C.
                         E-mail: JRUSNAK@TEWLAWFIRM.com

In re La Finca Cinco III, Inc.
   Bankr. S.D. Tex. Case No. 13-37727
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/txsb13-37727.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re La Finca Cinco Ranch, Inc.
        dba La Finca Mexican Restaurant
   Bankr. S.D. Tex. Case No. 13-37728
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/txsb13-37728.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re La Finca Cinco Uno, Inc.
        dba La Finca Mexican Restaurant
   Bankr. S.D. Tex. Case No. 13-37729
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/txsb13-37729.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re Hacienda Guanajuato, Inc.
        dba Hacienda Guanajuato Mexican Restaurant
   Bankr. S.D. Tex. Case No. 13-37730
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/txsb13-37730.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re Kraftsmen Bakers I, Ltd.
   Bankr. S.D. Tex. Case No. 13-37736
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/txsb13-37736.pdf
         represented by: Karen R. Emmott, Esq.
                         E-mail: karen.emmott@sbcglobal.net

In re Group 3 Contractors, Inc.
        aka Group 3
   Bankr. E.D. Va. Case No. 13-15597
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/vaeb13-15597.pdf
         represented by: Alisa Lachow-Thurston, Esq.
                         ABOGADOS LAW, PLC
                         E-mail: alisa@abogadoslaw.com

In re Kraze Bethesda, LLC
   Bankr. E.D. Va. Case No. 13-15602
     Chapter 11 Petition filed December 17, 2013
         See http://bankrupt.com/misc/vaeb13-15602.pdf
         represented by: Bhavik Dalpat Patel, Esq.
                         MACDOWELL & ASSOCIATES, P.C.
                         E-mail: bdp@macdowelllaw.com
In re Sergio Gonzalez
   Bankr. C.D. Cal. Case No. 13-17768
      Chapter 11 Petition filed December 18, 2013

In re Sylvester Enea
   Bankr. N.D. Cal. Case No. 13-46682
      Chapter 11 Petition filed December 18, 2013

In re Nova Group (Nevada)
        aka Nova Group
   Bankr. N.D. Cal. Case No. 13-46694
     Chapter 11 Petition filed December 18, 2013
         See http://bankrupt.com/misc/canb13-46694.pdf
         Filed as Pro Se

In re River Recycling, Co.
   Bankr. S.D. Fla. Case No. 13-39913
     Chapter 11 Petition filed December 18, 2013
         See http://bankrupt.com/misc/flsb13-39913.pdf
         represented by: Gary M. Murphree, Esq.
                         AM LAW
                         E-mail: gmm@amlaw-miami.com

In re Francisco Rodriguez
   Bankr. D. Md. Case No. 13-31164
      Chapter 11 Petition filed December 18, 2013

In re Jason Kronick
   Bankr. D.N.J. Case No. 13-37367
      Chapter 11 Petition filed December 18, 2013

In re Paolo Secondo
   Bankr. S.D.N.Y. Case No. 13-14099
      Chapter 11 Petition filed December 18, 2013

In re Academy Eye Center Optometry of Albemarle, P.A.
        aka Academy Eye Center Optometry, P.A.
   Bankr. M.D.N.C. Case No. 13-51550
     Chapter 11 Petition filed December 18, 2013
         See http://bankrupt.com/misc/ncmb13-51550.pdf
         represented by: Dirk W. Siegmund, Esq.
                         IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP
                         E-mail: dws@imgt-law.com

In re Jorge Rosal
   Bankr. S.D. Ohio Case No. 13-35034
      Chapter 11 Petition filed December 18, 2013

In re Rhonda Rosal
   Bankr. S.D. Ohio Case No. 13-35034
      Chapter 11 Petition filed December 18, 2013

In re Julie O'Malley
   Bankr. D. S.D. Case No. 13-30035
      Chapter 11 Petition filed December 18, 2013

In re Scott Nandory
   Bankr. W.D. Wis. Case No. 13-15969
      Chapter 11 Petition filed December 18, 2013


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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