TCR_Public/131230.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 30, 2013, Vol. 17, No. 360

                            Headlines

1800 W. LAKE STREET: Case Summary & 2 Unsecured Creditors
ACTIVECARE INC: Sells $3.1 Million Convertible Pref. Shares
ADAMIS PHARMACEUTICALS: Sells $22.1-Mil. Worth of Common Shares
AHN PROPERTIES: Voluntary Chapter 11 Case Summary
ALION SCIENCE: Incurs $36.6 Million Net Loss in Fiscal 2013

ALLY FINANCIAL: Issues Statement on Auto Financing Consent Orders
ANDALAY SOLAR: Inks $250,000 Note Purchase Agreement
APPLIED MINERALS: Amends Prospectus Over Resale of 19.9MM Shares
APPLIED MINERALS: Amends 19.9 Million Resale Prospectus
ARXX CORPORATION: Chapter 15 Case Summary

ASR CONSTRUCTORS: Affiliates Hire Rogers Anderson as Accountant
ASR CONSTRUCTORS: Rodgers Anderson Approved as Accountant
BEACON AT BRICKELL VILLAGE: Claims Bar Date Set for Jan. 2
BG MEDICINE: Stephane Bancel Now Serves as Chairman
BONDS.COM GROUP: Former CEO Serving as Senior Advisor

BRIGHTER CHOICE: Fitch Affirms BB- Rating on $15MM Revenue Bonds
BUCK LTD: Foreclosure Sale Tomorrow
CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
CASH STORE: Responds to New Ontario Regulations
CELL THERAPEUTICS: Obtains Add'l $5 Million Funding From Hercules

CHA CHA ENTERPRISES: Has Nod to Use Cash Collateral Until Jan. 12
CHESTERFIELD VALLEY: Fitch Affirms 'BB' Rating on Sales Tax Bonds
CITYCENTER HOLDINGS: Fitch Affirms & Withdraws 'B' IDR
CLEAR CHANNEL: Lenders Extend Credit Facility Until 2019
CLEAR CHANNEL: Bank Debt Trades at 3% Off

COMMUNITY FIRST: Ruskin Vest Appointed to Board of Directors
COMSTOCK MINING: Eliminates $2-Mil. of Debt & Future Royalties
CUBIC ENERGY: Hikes Salaries of Executive Officers
CUMULUS MEDIA: Extends Senior Credit Facilities to 2018 and 2020
DREIER LLP: Scam Victims Face a Cold New Year

DUNE ENERGY: Amends Credit Agreement with Bank of Montreal
ECOTALITY INC: Bankruptcy Judge Blocks Employee Bonuses
EDENOR SA: Files Special Merger Financial Statements
ELEPHANT TALK: Unit Signs New Agreement with Vodafone
EMPIRE RESORTS: Maturity of Kien Huat Loan Extended to 2015

ENERGY SERVICES: Posts $3.6 Million Net Income in Fiscal 2013
ENGLOBAL CORP: Stockholders Elect Four Directors
ERF WIRELESS: Implements Reverse Stock Split of Common Stock
ERROL WALTERS: Property to Be Auctioned Off Jan. 22
FIRST PHYSICIANS: Files Pref. Stock Certificate of Designation

FIRST QUANTUM: Fitch Retains 'BB' IDR on Watch Negative
FOOTHILL/EASTERN TRANSPO: Fitch Rates 2013C Revenue Bonds 'BB+'
FOWLERVILLE TRUE VALUE: Store Closes After 122 Years
FOX & HOUND: Has Interim Authority to Obtain DIP Loans
FOX & HOUND: Employs Olshan Frome as Bankruptcy Attorneys

FOX & HOUND: Hires Young Conaway as Local Delaware Counsel
FREDERICK'S OF HOLLYWOOD: Inks Merger Agreement with Harbinger
FREDERICK'S OF HOLLYWOOD: TTG Apparel Holds 85.9% Equity Stake
FREDERICK'S OF HOLLYWOOD: Harbinger Holds 85.9% Equity Stake
FREESEAS INC: Incurs $17 Million Net Loss in H1 2013

FREESEAS INC: Amends Prospectus Over Resale of 5.5 Million Shares
FUSION TELECOMMUNICATIONS: Amends BroadvoxGo! Purchase Pact Anew
GENIUS BRANDS: Files Corrected Copy of Letter to Shareholders
GETTY IMAGES: Bank Debt Trades at 7% Off
GLOBAL AVIATION: Court Okays Hiring of Haynes & Boone as Attorneys

GLOBAL AVIATION: Hires Imperial Capital as Financial Advisor
GLOBAL AVIATION: Court Approves Hiring of Polsinelli as Co-Counsel
GLOBAL AVIATION: Taps WorldWide Aero as Consultants
GREEN FIELD ENERGY: Panel Hires Brown Rudnick as Co-Counsel
GREEN FIELD ENERGY: Panel Taps Conway MacKenzie as Advisor

GREEN FIELD ENERGY: Panel Hires Womble Carlyle as Co-Counsel
HAWKER BEECHCRAFT: Textron in $1.4 Billion Deal to Acquire Firm
HERCULES OFFSHORE: Files Fleet Status Report as of Dec. 18
HERCULES OFFSHORE: Receives $50 Million From Insurers
HERON LAKE: Issues Newsletter to Shareholders

ICTS INTERNATIONAL: Incurs $1.8 Million Net Loss in H1 2013
IMPULSE LLC: Case Summary & Unsecured Creditor
INDIGO-ENERGY INC: Court OKs Settlement in "Miller" Litigation
INFINITY ENERGY: Amegy to Swap Pref. Shares for Common Shares
INTELLICELL BIOSCIENCES: Issues 27 Million Shares to Hanover

INT'L FOREIGN EXCHANGE: Claims Bar Date Set for Jan. 31
JEFFERSON COUNTY, AL: Admin. Claims Bar Date Set for Jan. 31
JEFFERSON COUNTY, AL: S&P Raises School Warrants Rating From 'D'
KIDSPEACE CORP: Files Plan to Settle $100 Million in Claims
LDK SOLAR: Submits Proposals to Offshore Creditors

LEHMAN BROTHERS: MSHDA Lauds Ruling on Interest Rate Swaps
LEHR CONSULTANTS: Jan. 31 Set as Claims Bar Date
LEVEL 3: Fidelity Exempt From Common Stock Acquisition Regulation
LIGHTSQUARED INC: New Plan Has Support From Fortress, Melody
LIME ENERGY: To Issue 42,858 Common Shares Under 2013 Plan

M*MODAL INC: Bank Debt Trades at 15% Off
MGM RESORTS: Sells $500 Million of Senior Notes
MI PUEBLO: Court Okays Cash Collateral Use Until Jan. 12
MI PUEBLO: Hires GA Keen as Real Estate Advisor
MICHAELS STORES: Completes Sale of $260 Million Senior Notes

MSI CORP: Hires Parente Beard as Accountant
NAVISTAR INTERNATIONAL: Amends Retirement and Savings Plans
NEW ENGLAND COMPOUNDING: Claims Bar Date Set for Jan. 15
NEW YORK CITY OPERA: Aim to Refund Tickets, Pay Severance Denied
NEWLEAD HOLDINGS: Acquires Coal Wash Plant for $30 Million

NPS PHARMACEUTICALS: Edward Stratemeier to Retire From Board
NPS PHARMACEUTICALS: DRLP3 Approves Sale of PTH
NV ENERGY: Fitch Raises IDR From 'BB+' on MEHC Merger Close
OGX PETROLEO: Need Cash to Meet 2014 Operating Expenses
ORAGENICS INC: Issues 698,241 Common Shares to Intrexon

OXYSURE SYSTEMS: Expands to Hong Kong and Macau
PACIFIC GOLD: Amends Report to Correct No. of Outstanding Shares
PALM BEACH: Has Court's Nod to Hire Furr and Cohen as Attorney
PALM BEACH: Has Okay to Hire SmartPlan Financial as Accountant
PALM BEACH: U.S. Trustee Won't Appoint Creditors Committee

PATRIOT COAL: Administrative Claims Bar Date Set for Jan. 17
PETRON ENERGY: Stockholders Elect Three Directors
PLUG POWER: Regains Compliance With NASDAQ Listing Rules
POSITIVEID CORP: Ironridge May Sell 9 Million Common Shares
POWERHOUSE USA: Files for Chapter 7 Bankruptcy

PRESIDENTIAL REALTY: Inks Settlement Agreement With U.S. Bank
PRESSURE BIOSCIENCES: Stockholders Elect 2 Class II Directors
PROVIDENT COMMUNITY: Cancels Registration of Common Stock
RADIOSHACK CORP: Fitch Assigns 'CCC' Issuer Default Rating
REGIONAL INTEGRATED: Case Summary & 20 Top Unsecured Creditors

RESIDENTIAL CAPITAL: Admin. Claims Bar Date Set for Jan. 16
RGR WATKINS: Reaches Settlement With CJUF, Wants Case Dismissed
RICEBRAN TECHNOLOGIES: Closes $9 Million Public Offering
RITE AID: Posts $71.5 Million Net Income in Third Quarter
RURAL/METRO CORP: To Pay $2.8MM to Settle Medicare Fraud Claims

SEARS HOLDINGS: Greenberg Traurig Co-Chairman Named as Director
SHREE ARIHANT: Case Summary & 17 Largest Unsecured Creditors
SIMPLY WHEELZ: Taps Butler Snow as Legal Counsel
SCICOM DATA: May Hire George McGunnigle as Mediator
SCICOM DATA: Court Okays HLB Tautges as Accountant

SHILO INN, TWIN FALLS: Can Use CBT's Cash Collateral Until June 30
SJ TRADEMARK: Trademarks, Domain Names to Be Auctioned Off Jan. 3
SOUND SHORE: Exclusive Plan Filing Deadline Moved to Jan. 24
SOUTHERN TITLE: Headed for Liquidation
SUDDENLY BEAUTIFUL: Involuntary Chapter 11 Case Summary

STANS ENERGY: Provides Update on Management Cease Trade Order
SULLIVAN KEATING: Case Summary & 2 Unsecured Creditors
SURTRONICS INC: Can Continue Cash Collateral Use Until Dec. 31
SURTRONICS INC: May Hire Keith Johnson to as Special Counsel
SURTRONICS INC: Amends Schedules of Assets & Liabilities

SURTONICS INC: No Creditors' Committee Appointed
T-L BRYWOOD: Has Access to RCG-KC Cash Collateral in December
TEXTRON FINANCIAL: Fitch Affirms 'BB' Rating on Jr. Sub. Notes
THERAPEUTICSMD INC: Names Randall Stanicky to Board of Directors
THOMAS PROPERTIES: Terminates Offerings of Securities

THOMAS PROPERTIES: Common Stock Delisted From NYSE
TRANS ENERGY: Closes Sale Agreement with Antero for $36.3-Mil.
TRIBUNE CO: To Meet With Lawmaker on Spinoff
TXU CORP: Bank Debt Trades at 31% Off
URBAN AG: Dismisses Harris F. Rattray CPA as Accountants

VERTICAL COMPUTER: Settles Infringement Claim vs. LG Electronics
VISION INDUSTRIES: Reexamines Accounting Treatment of Grants
WAFERGEN BIO-SYSTEMS: Amends Form S-1 Registration Statements
WATERSIDE CAPITAL: Provides Update on SBA's Receivership Complaint
WHEATLAND MARKETPLACE: Can Use Cash Collateral Until Jan. 31

WINECARE STORAGE: NY Judge to Hold Hearing on Possible Liquidation
WOLF CREEK INDUSTRIES: 16 Units at Baldwin Condo to Be Sold Jan. 7
WOUND MANAGEMENT: Obtains $2.4 Million Funding Commitment
WPCS INTERNATIONAL: Amends SPA to Clarify Trading Restrictions
YRC WORLDWIDE: Reaches Agreement to Reduce Debt by $300 Million

YRC WORLDWIDE: HG Vora Held 3.6% Equity Stake at Dec. 12
YRC WORLDWIDE: Carlyle Group Lowers Equity Stake to 13.3%
YRC WORLDWIDE: Marc Lasry Held 13.7% Equity Stake at Dec. 19
YUKOS OIL: Russia Frees Tycoon Mikhail Khodorkovsky
ZOGENIX INC: Appoints EVP and Chief Medical Officer

* 5 Companies May Not Survive Past 2014, Report Says
* Fitch: US Repo Market Declines Underscore Possible Policy Risks

* Dechert Lawyer Helped Keep Mergers on Track

* BOND PRICING -- For Week From Dec. 23 to 27, 2013


                            *********

1800 W. LAKE STREET: Case Summary & 2 Unsecured Creditors
---------------------------------------------------------
Debtor: 1800 W. Lake Street LLC
        6315 N. Lacrosse
        Chicago, IL 60646

Case No.: 13-49049

Chapter 11 Petition Date: December 27, 2013

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

Judge: Hon. Benjamin A. Goldgar

Debtor's Counsel: David P Lloyd, Esq.
                  DAVID P. LLOYD, LTD.
                  615B S. LaGrange Rd.
                  LaGrange, IL 60525
                  Tel: 708 937-1264
                  Fax: 708 937-1265
                  Email: courtdocs@davidlloydlaw.com

Total Assets: $2.40 million

Total Liabilities: $1.70 million

The petition was signed by Chris Bambulas, member/manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb13-49049.pdf


ACTIVECARE INC: Sells $3.1 Million Convertible Pref. Shares
-----------------------------------------------------------
ActiveCare, Inc., completed the sale of $3,120,000 in 8 percent
Original Issue Discount Senior Convertible Series F Preferred in a
private placement.  Under the terms of the securities purchase
agreement with Hillair Capital Investments L.P.  and other
investors, ActiveCare has authorized the sale of up to a total of
$6,000,000 of its Series F Preferred shares.  The Series F
Preferred shares are convertible into shares of ActiveCare common
stock at a $1.00 per share.  The Investors have also been issued a
Warrant to purchase 3,120,000 shares of the Company's common
stock.  The Warrants have an exercise price of $1.10 per share.

                          About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss of $12.36 million for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million
during the prior year.  The Company's balance sheet at June 30,
2013, showed $13.21 million in total assets, $20.33 million in
total liabilities and a $7.11 million total stockholders' deficit.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012, citing recurring
operating losses and an accumulated deficit which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


ADAMIS PHARMACEUTICALS: Sells $22.1-Mil. Worth of Common Shares
---------------------------------------------------------------
Adamis Pharmaceuticals Corporation closed its previously announced
underwritten public offering of 3,720,000 shares of common stock
at a public offering price of $5.95 per share.  The gross proceeds
to Adamis from the offering are $22,134,0000, before deducting
underwriting discounts and commissions and other estimated
offering expenses payable by Adamis.

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

CRT Capital Group, LLC, acted as sole book-running manager for the
offering, and Newport Coast Securities, Inc., acted as co-manager
of the offering.

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

                           About Adamis

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

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.

The Company's balance sheet at Sept. 30, 2013, showed $3.52
million in total assets, $8.45 million in total liabilities and a
$4.93 million total stockholders' deficit.

                        Bankruptcy Warning

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


AHN PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ahn Properties, LLC
        13 Edelweiss Lane
        Voorhees, NJ 08043

Case No.: 13-37874

Chapter 11 Petition Date: December 27, 2013

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

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Matteo Samuel Weiner, Esq.
                  BAIK AND ASSOCIATES, P.C.
                  2333 Fairmount Avenue
                  Philadelphia, PA 19130
                  Tel: 215-232-5000
                  Email: matteoweiner.esq@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Young Gene Ahn, managing member.

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


ALION SCIENCE: Incurs $36.6 Million Net Loss in Fiscal 2013
-----------------------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $36.59 million on $848.97 million of
contract revenue for the year ended Sept. 30, 2013, as compared
with a net loss of $41.44 million on $817.20 million of contract
revenue during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $624.62
million in total assets, $793.86 million in total liabilities,
$61.89 million in redeemable common stock, $20.78 million in
common stock warrants, $130,000 in accumulated other comprehensive
loss and a $252.05 million accumulated deficit.

Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities.  The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.

                         Bankruptcy Warning

The Company said in the Annual Report, "Management's cash flow
projections indicate that absent a refinancing transaction or
series of transactions, the Company will be unable to pay the
principal and accumulated unpaid interest on its Secured Notes and
Unsecured Notes when those instruments mature in November 2014 and
February 2015, respectively.  Our liabilities exceed our assets
and we do not have sufficient cash flow from operating activities
to repay the Secured and Unsecured Notes at maturity.  Our history
of continuing losses, our financial position, and the substantial
liquidity needs we face, could make refinancing our debt more
difficult and expensive and raises substantial doubt about the
Company's ability to continue as a going concern.  Management is
actively engaged in the process of refinancing our existing
indebtedness, including identifying additional potential sources
of cash to refinance, retire or amend Alion's existing long term
debt agreements."

"We have reached a preliminary understanding with the holders of a
majority of our outstanding Unsecured Notes regarding potential
refinancing transactions involving our outstanding indebtedness
and are negotiating a definitive agreement.  However, management
can provide no assurance that Alion will be able to enter into a
definitive agreement or conclude a refinancing of its Unsecured
Notes or that additional financing will be available to retire or
replace its Secured Notes, and if available, that the terms of any
transaction would be favorable.  Default under the Unsecured Note
Indenture or the Secured Note Indenture could allow our debt
holders to declare all amounts outstanding under the revolving
credit facility, the Secured Notes and the Unsecured Notes to be
immediately due and payable.  Any event of default could have a
material adverse effect on our business, financial condition and
operating results if creditors were to exercise their rights,
including proceeding against substantially all of our assets that
secure the Credit Agreement and the Secured Notes, and possibly
cause us to invoke insolvency proceedings including, but not
limited to, a voluntary case under the U.S. Bankruptcy Code."

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

                         http://is.gd/vv9Fnl

                         About Alion Science

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


ALLY FINANCIAL: Issues Statement on Auto Financing Consent Orders
-----------------------------------------------------------------
Ally Financial Inc. and certain of its subsidiaries have executed
Consent Orders issued by the Consumer Financial Protection Bureau
(CFPB) and the U.S. Department of Justice (DOJ) pertaining to the
allegation of disparate impact in the auto finance business.

Ally does not make loans directly to consumers, but rather, it
purchases installment contracts originated by auto dealers.
Ally's long-time process for evaluating auto installment contracts
from dealers does not include information on a consumer's race or
ethnicity.  Ally assesses these contracts and sets pricing based
solely on a consumer's creditworthiness and contract
characteristics.  The CFPB and DOJ assert that pricing disparity
has occurred for certain protected classes of consumers as a
result of the auto dealer's ability to mark-up Ally's rate at
which it buys a retail installment contract.  The CFPB and DOJ
also assert that Ally has responsibility for the conduct of its
dealer customers and allege that Ally has not sufficiently
monitored the pricing practices of its dealer customers.

Ally said it does not engage in or condone violations of law or
discriminatory practices, and based on the company's analysis of
its business, it does not believe that there is measurable
discrimination by auto dealers.

Regardless, Ally takes the assertions by the CFPB and DOJ very
seriously and has agreed to the terms in the orders, which include
enhancing dealer monitoring, reducing the perceived disparity for
the protected classes outlined in the order, paying a civil money
penalty of $18 million and contributing $80 million toward a
settlement fund to be managed by an independent settlement
administrator.  Ally expects to take a $98 million charge in the
fourth quarter related to these matters.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company 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 Inc. 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.

                            *   *    *

As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings
Services said it raised its issuer credit rating on Ally Financial
Inc. to 'BB' from 'B+'.  "The upgrade reflects the company's
release from potential legal and financial liabilities stemming
from its ownership of ResCap," said Standard & Poor's credit
analyst Tom Connell.

In the Dec. 17, 2013, edition of the TCR, Fitch Ratings upgraded
Ally Financial's long-term Issuer Default Rating (IDR) and senior
unsecured debt rating to 'BB' from 'BB-'.  The upgrade of Ally's
ratings follows the approval of Residential Capital LLC's
(ResCap's) bankruptcy plan by the Bankruptcy Court releasing Ally
from all ResCap related claims, which combined with the recent
mortgage settlements with the FHFA and the FDIC, essentially
removes any mortgage-related contingent liability to Ally.


ANDALAY SOLAR: Inks $250,000 Note Purchase Agreement
----------------------------------------------------
Andalay Solar, Inc., entered into a securities purchase agreement
with certain institutional accredited investors relating to the
sale and issuance of a (i) convertible note in the principal
amount of $250,000 that matures Dec. 19, 2015, and (ii) five- year
warrant to purchase 6,250,000 shares of common stock of the
Company at an exercise price of $0.02, subject to adjustment under
certain circumstances.

The Convertible Note bears interest at the rate of 8 percent per
annum compounded annually, is payable at maturity and the
principal and interest outstanding under the Convertible Note are
convertible into shares of the common stock of the Company, at any
time after issuance, at the option of the Purchaser, at a
conversion price equal to $0.02, subject to adjustment upon the
happening of certain events, including stock dividends, stock
splits and the issuance of Common Stock Equivalents at a price
below the conversion price.  Subject to the Company fulfilling
certain conditions, including beneficial ownership limits, the
Convertible Note is subject to a mandatory conversion if the
closing price of the Company's common stock for any 20 consecutive
days commencing six months after the issue date of the Convertible
Note equals or exceeds $0.04.  Unless waived in writing by the
Purchaser, no conversion of the Convertible Note can be effected
to the extent that as a result of such conversion the Purchaser
would beneficially own more than 9.99 percent in the aggregate of
our issued and outstanding common stock immediately after giving
effect to the issuance of common stock upon conversion.

The Company has the option of repaying the outstanding principal
amount of the Convertible Note, in whole or in part, by paying the
Purchaser a sum of money equal to 120 percent of the principal
together with accrued but unpaid interest upon 30 days notice,
subject to certain beneficial ownership limits.

For so long as the Company has any obligation under the
Convertible Note, the Company agreed to certain restrictions
regarding, among other things, incurrence of additional debt,
liens, amendments to charter documents, repurchase of stock,
payment of cash dividends, affiliated transactions.  The Company
is also prohibited from entering into certain variable priced
agreements until the Convertible Note is repaid in full.

For a period of two years after the initial issuance of the
Convertible Note, the Purchase Agreement also provides the
Purchaser a right to participate in any future debt and equity
offerings of Company securities.  The Purchaser also has a
piggyback registration right.

The Convertible Note contains events of default which, if
triggered, will result in the requirement to pay a default amount
(up to 24 percent) as specified in the Convertible Note.

A copy of the Securities Purchase Agreement is available at:

                         http://is.gd/8VJQ4s

                         About Andalay Solar

Founded in 2001, Andalay Solar, Inc., is a provider of innovative
solar power systems.  In 2007, the Company pioneered the concept
of integrating the racking, wiring and grounding directly into the
solar panel.  This revolutionary solar panel, branded "Andalay",
quickly won industry acclaim.  In 2009, the Company again broke
new ground with the first integrated AC solar panel, reducing the
number of components for a rooftop solar installation by
approximately 80 percent and lowering labor costs by approximately
50 percent.  This AC panel, which won the 2009 Popular Mechanics
Breakthrough Award, has become the industry's most widely
installed AC solar panel.  A new generation of products named
"Instant Connect" was introduced in 2012 and is expected to
achieve even greater market acceptance.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

Westinghouse Solar disclosed a net loss of $8.62 million on
$5.22 million of net revenue in 2012, as compared with a net loss
of $4.63 million on $11.42 million of net revenue in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $3.34
million in total assets, $6.24 million in total liabilities,
$180,468 in series A convertible redeemable preferred stock, $1.02
million in series D convertible preferred stock, and a $4.11
million total stockholders' deficit.


APPLIED MINERALS: Amends Prospectus Over Resale of 19.9MM Shares
----------------------------------------------------------------
Applied Minerals, Inc., amended its registration statement on Form
S-1 relating to the offer and sale by Berylson Master Fund, L.P.,
Kingdon Associates, Kingdon Family Partnership, L.P., M. Kingdon
Offshore Master Fund, L.P., and Athelas Investment Limited, of up
to 19,899,733 shares of the Company's common stock with par value
of $0.001.

Although the Company will incur expenses in connection with the
registration of the shares of Common Stock offered under the
prospectus, the Company will not receive any proceeds from the
sale of the shares of Common Stock by the Selling Stockholders.

The Company's Common Stock is quoted on the OTCQB under the symbol
"AMNL."  On Dec. 17, 2013, the closing bid quotation of the
Company's Common Stock was $1.08.

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

                        http://is.gd/GiG8E6

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

Applied Minerals incurred a net loss of $9.73 million in 2012 as
compared with a net loss of $7.43 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $16.90 million in total
assets, $13.25 million in total liabilities and $3.64 million in
total stockholders' equity.

                         Bankruptcy Warning

"The Company has had to rely mainly on cash flow generated from
the sale of stock and convertible debt to fund its operations.  If
the Company is unable to fund its operations through the
commercialization of its minerals at the Dragon Mine, it may have
to file bankruptcy, as there is no assurance of the foregoing,"
the company said in its annual report for the year ended Dec. 31,
2012.


APPLIED MINERALS: Amends 19.9 Million Resale Prospectus
-------------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its Form S-1 registration
statement relating to the offer and sale, from time to time, of up
to 19,899,733 shares of the Company's common stock with par value
of $0.001 by Berylson Master Fund, L.P., Kingdon Associates,
Kingdon Family Partnership, L.P., M. Kingdon Offshore Master Fund,
L.P., and Athelas Investment Limited.

About 7,500,000 shares are issuable on conversion of the 10
percent PIK-Election Convertible Notes due 2023 that were issued
on Aug. 2, 2013.  The interest rate on the PIK Notes is 10 percent
per year and at the Company's election, interest may be paid in
cash or in PIK Notes.  If all interest is paid in cash, this
prospectus will relate only to the 7,500,000 shares of common
stock that the Company may be required to issue on conversion of
the PIK Notes it has sold.  If the Company issues additional PIK
Notes in payment of interest, the number of shares to which this
Prospectus relates will increase, and if the Company makes all the
interest payments by issuing additional PIK Notes and all the PIK
Notes (including all the PIK Notes issued as interest) remain
outstanding until 2023, the additional shares issuable on
conversion of the PIK Notes issued in payment of interest could
increase the number of shares to which this Prospectus relates to
19,899,733 shares.

The Company's Common Stock is quoted on the OTCQB under the symbol
"AMNL."  On Dec. 17 , 2013, the closing bid quotation of the
Company's Common Stock was $1.08.

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

                        http://is.gd/LPIUJJ

                       About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

Applied Minerals incurred a net loss of $9.73 million in 2012 as
compared with a net loss of $7.43 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $16.90 million in total
assets, $13.25 million in total liabilities and $3.64 million in
total stockholders' equity.

                         Bankruptcy Warning

"The Company has had to rely mainly on cash flow generated from
the sale of stock and convertible debt to fund its operations.  If
the Company is unable to fund its operations through the
commercialization of its minerals at the Dragon Mine, it may have
to file bankruptcy, as there is no assurance of the foregoing,"
the company said in its annual report for the year ended Dec. 31,
2012.


ARXX CORPORATION: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Debtors:

   Debtor                                       Case No.
   ------                                       --------
   ARXX Corporation                             13-13313
   800 Division Street
   Cobourg ON K9A 5V2

   ARXX Building Products Inc.                  13-13314
   800 Division Street
   Cobourg, ON K9A 5V2

   ARXX Building Products U.S.A. Inc.           13-13315

   ECB Holdings, LLC                            13-13316

   APS Holdings, LLC                            13-13317

   Unisas Holdings, LLC                         13-13318

   Eco-Block International, LLC                 13-13319

Chapter 15 Petition Date: December 27, 2013

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

Judge: Hon. Kevin J. Carey

Chapter 15 Debtors' Counsel: Matthew Barry Lunn, Esq.
                             YOUNG, CONAWAY, STARGATT & TAYLOR
                             1000 North King Street
                             Wilmington, DE 19809
                             Tel: 302-571-6600
                             Email: bankfilings@ycst.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million


ASR CONSTRUCTORS: Affiliates Hire Rogers Anderson as Accountant
---------------------------------------------------------------
Another Meridian Company, LLC and Inland Machinery, Inc., debtor-
affiliates of ASR Constructors, Inc., seek authorization from the
Hon. Mark Houle of the U.S. Bankruptcy Court for the Central
District of California to employ Rogers, Anderson, Malody & Scott,
LLP CPAs as their accountant.

The two Debtors require Rogers Anderson to:

   (a) prepare the Debtors' annual federal and state income tax
       returns and if necessary, assist the Debtor in resolution
       of tax matters;

   (b) assist the Debtors in the preparation of quarterly
       financial statements as necessary in the ordinary course of
       the Debtors' financial affairs;

   (c) provide the Debtors with accounting consulting services as
       necessary in the ordinary course of the Debtors' financial
       affairs; and

   (d) perform any and all other accounting, tax and business
       advice and services incident and necessary as the Debtor
       may require of the Firm in ordinary course of the Debtors'
       financial affairs.

Rogers Anderson will be paid at these hourly rates:

       Matthew Wilson              $240
       Jenny Liu                   $200
       Maya Ivanova                $145
       Daniel Turner               $100

Rogers Anderson will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Matthew Wilson, member of Rogers Anderson, 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.

Rogers Anderson can be reached at:

       Matthew Wilson
       ROGERS, ANDERSON, MALODY & SCOTT, LLP CPAs
       735 East Carnegie Driver, Suite 100
       San Bernardino, CA 92408
       Tel: (909) 889-0871
       E-mail: mwilson@ramscpa.net

                     About ASR Constructors

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


ASR CONSTRUCTORS: Rodgers Anderson Approved as Accountant
---------------------------------------------------------
ASR Constructors, Inc., has obtained authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Rodgers, Anderson, Malody & Scott LLP CPAs as accountant.

As reported by the Troubled Company Reporter on Nov. 19, 2013,
Rodgers Anderson will, among other things, prepare the Debtor's
annual federal and state income tax returns and if necessary,
assist the Debtor in resolution of tax matters.  Peter C.
Anderson, the U.S. Trustee for Region 16, said that because the
firm is a prepetition creditor, it is not disinterested and is
ineligible to be employed by the estate.  The employment
application states the firm is owed $40,126 for prepetition
services.

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.


BEACON AT BRICKELL VILLAGE: Claims Bar Date Set for Jan. 2
----------------------------------------------------------
Pursuant to the Order Granting Trustee's Second Ex Parte Motion to
Extend Claims Bar Date dated Oct. 2, 2013, the deadline for
parties to file proofs of claim in the Chapter 7 bankruptcy case
of Beacon at Brickell Village, LLC, is Jan. 2, 2014.  Claims must
be filed with the U.S. Bankruptcy Court for the Southern District
of Florida in Miami at the following address:

         United States Bankruptcy Court
         Attn: Clerk of Court
         Claude Pepper Federal Building
         51 S.W. 1st Avenue, Room 1510
         Miami, FL 33130
         http://www.flsb.uscourts.gov

The Chapter 7 trustee for Beacon at Brickell Village is
represented by:

         Brian G. Rich, Esq.
         Isaac M. Marcushamer, Esq.
         BERGER SINGERMAN LLP,
         125 South Gadsden Street, Suite 300
         Tallahassee, FL 32301,
         Tel: (850) 561-3010,
         Fax: (850) 561-3013,
         E-mail: brich@bergersingerman.com
                 imarcushamer@bergersingerman.com


BG MEDICINE: Stephane Bancel Now Serves as Chairman
---------------------------------------------------
The Board of Directors of BG Medicine, Inc., approved a change to
Stephane Bancel's position within the Company from executive
chairman to Chairman, effective as of Nov. 1, 2013.  In connection
with this change, the Compensation Committee of the Board of the
Company terminated Mr. Bancel's consulting agreement with the
Company, pursuant to which Mr. Bancel had been entitled to receive
the equivalent of up to $150,000 per year in stock options for his
service as executive chairman.

Accordingly, as of Nov. 1, 2013, Mr. Bancel (i) ceased vesting in
the stock option that was granted to him on July 25, 2011, when he
became Executive Chairman, the vesting of which was contingent
upon him serving as Executive Chairman, and (ii) ceased receiving
all other compensation set forth in his consulting agreement.  In
lieu thereof, effective as of Nov. 1, 2013, Mr. Bancel became
eligible to receive compensation under the Company's non-employee
director compensation policy.

                         About BG Medicine

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

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

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


BONDS.COM GROUP: Former CEO Serving as Senior Advisor
-----------------------------------------------------
Bonds.com Group, Inc., entered into a Consulting Agreement with
Thomas Thees.  Pursuant to the Consulting Agreement, Mr. Thees
ceased serving as the Company's chief executive officer as of
Dec. 17, 2013, and commenced serving as senior advisor to the
Company.  As Senior Advisor to the Company, Mr. Thees will provide
consulting services to the Company as directed by the Company's
Board of Directors.  Subject to the terms of the Consulting
Agreement, Mr. Thees will continue to serve in that capacity until
his consulting term expires on Feb. 1, 2014.

Pursuant to the Consulting Agreement, the Company will pay Mr.
Thees a consulting fee of $12,500 per month (or a pro-rated amount
for any portion of a month) for his services.  Further, the
Company will reimburse Mr. Thees for his health insurance premiums
through July 31, 2014, and for certain pre-approved expenses
incurred by him in connection with his services to the Company, in
each case subject to certain conditions.  Under the Consulting
Agreement, Mr. Thees will be entitled to a bonus upon the
occurrence of a Liquidity Event (as defined in the Consulting
Agreement) by the Company.  The amount of that bonus, if any, will
be determined based on the amount of proceeds certain holders of
shares of the Company's preferred stock and common stock would
receive upon a Liquidity Event.  The Company has no obligation
under the Consulting Agreement to solicit, engage in, or effect a
Liquidity Event.  Additionally, the Consulting Agreement provides
that Mr. Thees will continue to vest in his stock options until
Feb. 1, 2014, at which time his continuous service status will be
deemed terminated without cause by the Company for purposes of
determining the vesting period and exercise period of his stock
options.

Under the Consulting Agreement, Mr. Thees will be subject to
certain restrictive covenants in favor of the Company through the
consulting term.  Additionally, the Consulting Agreement provides
for a mutual release of any and all claims through Dec. 17, 2013.

Except with respect to Mr. Thees right to indemnification under
the Employment Agreement, dated May 16, 2012, between the Company
and Mr. Thees as a former officer of the Company, the Consulting
Agreement terminates the Employment Agreement and the terms of the
Employment Agreement do not survive such termination.

Mr. Thees continues to serve as a director on the Company's Board
of Directors.

Effective Dec. 17, 2013, George O'Krepkie, the Company's
president, and John Ryan, the Company's chief financial officer
and chief administrative officer, have jointly assumed the
responsibilities of the Company's chief executive officer on an
interim basis until the Company's Board of Directors appoints a
new chief executive officer.

Mr. O'Krepkie was appointed as the Company's President on Feb. 2,
2011.  Prior to being appointed as president, Mr. O'Krepkie was
employed as the Company's Head of Sales since December 2009.
Prior to joining the Company, Mr. O'Krepkie was Director of Fixed
Income for BTIG LLC, an institutional brokerage and fund services
company that provides order execution, ECN services, outsource
trading and brokerage services, from January 2009 to December
2009.  From July 1999 until September 2008, Mr. O'Krepkie was
employed with MarketAxess Holdings, Inc., which operates an
electronic trading platform, most recently as its Head of Dealer
Relationship Management.  Mr. O'Krepkie graduated from the
University of Maryland.

Mr. Ryan was appointed as the Company's chief administrative
officer on Feb. 2, 2011, and to the additional post of chief
financial officer in September 2011.  Prior to that Mr. Ryan was
employed by the Company in various capacities since approximately
January 2010.  Prior to joining the Company, Mr. Ryan served as
CFO and a Board Member of Shortridge Academy Ltd., a therapeutic
boarding school.  From 2002 to 2003, Mr. Ryan was a Managing
Director, CFO and CAO of Zurich Capital Markets, Inc.  While at
Zurich Capital Markets, Mr. Ryan served as a Director and Chair of
the Audit Committee of Zurich Bank (Ireland).  Mr. Ryan was
previously with Greenwich Capital Markets from 1985 to 2001 in
various senior management roles and was CFO when he left.  He is a
graduate of Trinity College Dublin and is a Chartered Accountant
having started his career at PricewaterhouseCoopers.

Mr. O'Krepkie and Mr. Ryan have certain compensatory arrangements
which have been previously disclosed by the Company, and their
assumption of the responsibilities of chief executive officer does
not change the terms of those arrangements.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.

EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BRIGHTER CHOICE: Fitch Affirms BB- Rating on $15MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings affirms its 'BB-' rating on approximately $15.1
million in project education revenue bonds (the bonds), series
2012 for the Industrial Development Authority of the City of
Phoenix, Arizona. The bonds were issued on behalf of Brighter
Choice Charter Middle School for Boys and Brighter Choice Charter
Middle School for Girls (BCCMS, the schools).

SECURITY:

Project education revenue bonds are a general obligation of BCCMS,
with the Brighter Choice Foundation (BCF, the foundation)
providing a guarantee for debt service. A custody agreement is in
place that directs state of New York (general obligation bonds
rated 'AA' by Fitch) educational aid funding received by Albany
City School District (the district) to the bond trustee for the
payment of debt service. Other security provisions include a debt
service reserve funded to maximum annual debt service (MADS) on
the bonds and a first mortgage lien on the campus.

The Rating Outlook is revised to Negative.

KEY RATING DRIVERS

NEGATIVE OUTLOOK: The Outlook reflects BCCMS fiscal 2013
operations which resulted in a negative margin due to rising
operating expenses which were not offset by the growth in student
enrollment. Further concerns include the ability of BCCMS to meet
scheduled debt service through normal operating net income.

LIMITED OPERATING HISTORY: The rating reflects BCCMS' three-year
operating history. The schools are in their fourth year of
operations. Accompanying this limited operating history are
weakened operating margins, and a very high debt burden.
Notwithstanding the weaker resource base and operations, Fitch's
analytical methodology constrains any charter with less than five
years of operating history to a speculative grade rating.

DEMAND ON-TARGET: BCCMS enrolled 438 students in fall of 2013,
close to full capacity of 444 students which was previously
expected only in fall of 2014. Fitch expects fiscal 2014
operations to reflect the benefit of a fully enrolled complement
of students.

WEAK LIQUIDITY AND HIGH DEBT BURDEN: Liquid resources held by
BCCMS provide a very minimal cushion while the relatively small
revenue base results in an extremely high pro-forma debt burden.

NO RENEWAL HISTORY: BCCMS is in the fourth year of operations on a
five-year charter. Fitch expects the authorizer, The Charter
School Institute (CSI) of the State University of New York (SUNY)
to consider BCCMS' charter renewal as early as summer of 2014.
However, with less than one charter renewal and limited operating
history, BCCMS, as per Fitch criteria, is under the threshold for
an investment grade rating.

RATING SENSITIVITIES:

IMPROVED ACADEMICS AND OPERATIONS: BCCMS' inability to balance
fully-enrolled middle school operations and demonstrably improve
academic performance as measured by the authorizer, could pose
negative rating pressure.

CHARTER SCHOOL SECTOR RISKS: A limited financial cushion;
substantial reliance on enrollment-driven, per pupil funding; and
charter renewal risk are credit concerns common among all charter
school transactions that, if pressured, could negatively impact
the rating over time.

CREDIT PROFILE:

WEAK MARGINS AND HIGH DEBT BURDEN
The operating margin for audited fiscal 2013, audited was a very
weak negative 28%, down from a positive 18% margin in fiscal 2012.
This decline was the result of expensing the interest portion of
debt service that BCCMS had capitalized at bond issuance. Fitch
calculated the adjusted margin (accounting for capitalized
interest) at an improved but still negative at 11.3%. As fiscal
2014 will be the first year with a nearly fully enrolled school at
438 students, Fitch expects operations to stabilize and BCCMS to
have the ability to cover its $1.286 million debt service payment
in calendar 2014.

BCCMS' MADS, including subordinate loan payments, totals $1.41
million in 2043 and constitutes a high 27.4% of 2013 revenues.
Weakened 2013 operations generated income available for debt
service (DS) of $953,000, covering MADS by just 0.68x. However,
Fitch expects BCCMS' debt burden to decline as the schools operate
at full capacity starting fiscal year 2014. The inability for the
schools to generate DS coverage from regularly recurring net
income could further constrain BCCMS' credit rating.

DEMAND STABLE
BCCMS is located in the city of Albany and is authorized by CSI.
Initiating operations in fall 2010 with 92 students, BCCMS has
grown as planned and had a combined enrollment of 438 students, as
of fall 2013. Final enrollment at BCCMS was forecasted at 444
students within its first five years of operations; Fitch
considers the schools fully enrolled for fiscal 2014. The middle
schools are located directly across the street from the Brighter
Choice Charter Boys Elementary School and the nearby Brighter
Choice Charter Girls Elementary School (the elementary schools,
revenue bonds rated 'BB+, Stable Outlook' by Fitch). BCCMS is part
of the Albany Charter Schools Network and is one of ten schools
who have an agreement with the foundation. BCF charter schools
serve over 3,000 children accounting for roughly 25% of all
students within the city.

ACADEMIC PERFORMANCE COULD AFFECT RENEWAL
Fitch notes that academic performance as measured by the CSI was
weaker than expected for both schools. Additionally, Fitch notes
that charter renewal expectancy is highly correlated to meeting
academic benchmarks consistently. The ability for the schools to
achieve sufficient improvement and prevent a limitation to a full
charter renewal is a real concern. Fitch expects to review the
schools' academic scorecard in the 2014 review period and could
take rating action at that time.

OBLIGOR AND GUARANTOR RESOURCES LIMITED
In fiscal 2013, BCCMS' available funds, or cash and investments
not permanently restricted, grew to $366,000 from $134,000
registered the prior year. As a percentage of fiscal 2013
operating expenditures and pro-forma leverage, available funds
comprised approximately 5.6% and 2.3%, respectively. These limited
balance sheet resources are expected to be supported marginally by
the foundation, represented by the guarantee of debt service on
the bonds. However, foundation assets are limited and are not
prohibited from supporting, as needed, other affiliated charter
schools. Hence, Fitch does not include the potential BCF support
as a rating factor.

BCF's fiscal 2012 available funds (defined as unrestricted cash
and investments) totaled approximately $718 thousand,
approximately 12% of fiscal 2012 expenditures and 1.7% of the
foundation's outstanding debt (including mortgages). As the
foundation continues to participate in New Market Tax Credit
transactions, management expects a forgiveness of roughly $7.3
million in debt by June of 2017, including a transaction completed
in December 2013 which netted $1.1 million in cash. These amounts
which may be a combination of cash and non-cash revenue are
expected to strengthen BCF's credit position incrementally over
time.

REGULATORY FRAMEWORK

Bondholder security is enhanced by various security provisions and
the generally supportive operating environment for charter schools
in the city of Albany (the city). Under the custody agreement
mentioned earlier per pupil education aid funding, receivable from
the state and paid to the district, is remitted directly by the
district to the custodian/bond trustee for debt service and
associated expenses. Remaining education aid funding is then
remitted to BCCMS to be used for general operating purposes. BCCMS
can appeal to the state in case of non-payment or delay of
education aid from the district to the trustee and have funds
remitted directly from the state to the trustee.


BUCK LTD: Foreclosure Sale Tomorrow
-----------------------------------
Branch Banking and Trust Company, successor in interest to
Colonial Bank, by asset acquisition from the Federal Deposit
Insurance Corporation, as receiver for Colonial Bank, successor by
conversion to Colonial Bank, N.A., will sell at public outcry to
the highest bidder for cash at the main entrance of the Courthouse
in the City of Columbiana, Alabama, during the legal hours of sale
on Dec. 31, 2013, the real property of Buck, Ltd., an Alabama
limited partnership.

The real property is situated in Shelby County, Alabama.  Buck has
defaulted on its debt to Colonial Bank.

The sale is made for the purpose of paying the debt secured by the
Mortgage, as well as the expenses of foreclosure.  At the sale,
the Real Property may be offered for sale and sold (i) as a whole,
(ii) as individual tracts or (iii) in any other manner Holder may
elect.

Attorney for Branch Banking & Trust:

     Donald M. Warren, Esq.
     BURR & FORMAN LLP
     420 N 20th Street, Suite 3400
     Birmingham, Alabama 35203
     Tel: (205) 251-3000
     E-mail: dwarren@burr.com



CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
95.36 cents-on-the-dollar during the week ended Friday, December
27, 2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.23 percentage points from the previous week, The
Journal relates.  Caesars Entertainment pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018 and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


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

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

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

                    Meeting Set on February 3

An annual and special meeting of shareholders of The Cash Store
Financial Services Inc. will be held at the Sheraton Gateway Hotel
in the Toronto Pearson International Airport, Montreux Room,
Terminal 3, Toronto, Ontario, L5P 1C4, on Monday, Feb. 3, 2014, at
9:00 a.m. (Toronto time).  At the Meeting, Shareholders will be
considering and voting upon annual and special business for Cash
Store Financial, being:

    (i) the reduction of the number and election of directors;

   (ii) the appointment of auditors;

  (iii) the consideration, and, if deemed appropriate, passing of
        a resolution confirming By-Law No. 4 and the Repeal of By-
        Law No. 3;

   (iv) the consideration, and, if deemed appropriate, passing of
        a resolution confirming and approving the renewal of the
        Company's share option plan; and

    (v) the consideration, and, if deemed appropriate, passing of
        an ordinary resolution of the disinterested Shareholders
        of the Company authorizing and approving the value of the
        interest received by 424187 Alberta Ltd. and Coliseum
        Capital Management LLC.  under a credit facility in
        aggregate above 10 percent of the market capitalization of
        the Company in order to enable further draws under the
        credit facility.

A copy of the Notice is available at http://is.gd/wpU06w

                    About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

The Cash Store incurred a net loss and comprehensive loss of
C$35.53 million on C$190.76 million of revenue for the year ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of C$43.52 million on C$187.41 million of revenue for the year
ended Sept. 30, 2012.  As of Sept. 30, 2013, the Company had
C$164.58 million in total assets, C$165.90 million in total
liabilities and a C$1.32 million shareholders' deficit.

                          *     *     *

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

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

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


CELL THERAPEUTICS: Obtains Add'l $5 Million Funding From Hercules
-----------------------------------------------------------------
Cell Therapeutics, Inc., previously entered into a Loan and
Security Agreement with Hercules Technology Growth Capital, Inc.,
effective March 26, 2013.  The Agreement provided for an initial
loan to the Borrower of $10 million and the ability for the
Borrower to request up to an additional $5 million any time from
Nov. 30, 2013, through Dec. 15, 2013.

On Dec. 16, 2013, pursuant to an advance request by the Company,
the Lender funded the Company with the additional $5 million under
the Agreement.  As a result, the Company presently has an
outstanding loan balance of $15 million under the Agreement.  The
Advance bears interest at a rate equal to 12.25 percent plus any
amount by which the prime rate exceeds 3.25 percent.

Due to the Advance and in accordance with the terms of the
Agreement, the number of shares of the Company's common stock
underlying that certain warrant originally issued to the Lender on
March 26, 2013, increased by 135,808.

                       About Cell Therapeutics

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

The Company's balance sheet at Sept. 30, 2013, showed
$47.23 million in total assets, $33.39 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$387,000 in total shareholders' equity.

                           Going Concern

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

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in its quarterly report for the period ended Sept. 30, 2013.

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

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for pacritinib, PIXUVRI, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company said in its Form 10-Q for the period ended Sept. 30, 2013.


CHA CHA ENTERPRISES: Has Nod to Use Cash Collateral Until Jan. 12
------------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California, in an eight interim order, has
authorized Cha Cha Enterprises, LLC, to use cash collateral of
Wells Fargo Bank, N.A., until Jan. 12, 2014.

As adequate protection for the Debtor's use of cash collateral,
the Debtor will make these adequate protection payments to the
Bank:

      (1) on Jan. 2, 2014, the amount equal to the sum of (i) the
          monthly payment of principal and interest at the non-
          default rate that will be due and owing by the Debtor to
          the Bank pursuant to (a) the term note dated May 15,
          2006, in the original principal amount of $10 million;
          (b) the term note dated April 1, 2009, in the original
          principal amount of $3.26 million; (c) the term note
          dated Jan. 22, 2010, in the original principal amount of
          $3.37 million; and (d) the term note dated Jan. 22,
          2010, in the original principal amount of $1.06 million,
          each made by the Debtor to the order of the Bank, on
          that payment date; and (ii) monthly payment required to
          be paid by the Debtor to the Bank pursuant to the swap
          documents executed by the Debtor in favor of the Bank
          for Trade Nos. 89372, 518708, 611495, and 611496, on
          that payment date; and

      (2) on the dates and in the amounts specified therein, any
          further adequate protection payments required to be made
          pursuant to any further interim cash collateral order.

As further adequate protection, the Bank has been granted a valid,
non-avoidable, and fully perfected replacement lien in the
replacement collateral, or all property of the same type as the
prepetition collateral acquired by the Debtor on or after the
Petition Date, to secure any diminution in value of any of the
prepetition collateral.  In addition to the continuation of the
replacement lien, the Bank will continue to be entitled to an
administrative expense claim with a superpriority status.

A copy of the budget is available for free at:

         http://bankrupt.com/misc/CHACHAcashcoll8budget.pdf

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHESTERFIELD VALLEY: Fitch Affirms 'BB' Rating on Sales Tax Bonds
-----------------------------------------------------------------
Fitch Ratings has taken the following action on Chesterfield
Valley Transportation Development District, MO's (the district)
bonds:

-- $14.665 million series 2006 transportation sales tax revenue
    bonds affirmed at 'BB'.

The Rating Outlook remains Positive.

SECURITY

The bonds are limited obligations payable solely from the net
revenues of a 0.375% tax on retail sales within the district,
subject to annual appropriation by the district. The sales tax
expires February 2031, five years after the final maturity of the
bonds. There is also a cash-funded debt service reserve fund
(DSRF) with a $2.03 million funding requirement; the DSRF is
currently fully funded.

KEY RATING DRIVERS

RECENT SALES TAX IMPROVEMENT: The sales tax base has noticeably
improved with the opening of two sizeable outlet centers within
the district in August 2013.

IMPROVING BUT VOLATILE REVENUE: Sales tax collections for 2011,
2012 and 2013 were up considerably versus prior years, reflecting
an improved local economy, but inherently remain subject to
cyclical volatility.

REVENUE UNDERPERFORMANCE & DSRF RELIANCE: Revenue performance
remains consistently below expectations at the time of issuance,
triggering an intra-year reliance on the cash funded DSRF for the
past four years. Strong revenue performance of late and an
expanded base should aid the district in eliminating its
dependence on the DSRF over the near term.

BULLET MATURITY & REQUIRED TURBO: Fitch views the debt structure
as generally weak with interest-only payment requirements between
2017 and 2025 and a bullet maturity in 2026. In the event excess
revenues start flowing, the structure does require early
redemption. However, subordinate notes issued in 2012 divert funds
from early redemptions that are critical to ultimate payoff.

ACCESSIBLE LOCATION: The district encompasses a five-mile
commercially attractive retail corridor along Interstate 64 which
caters to the affluent St. Louis County region.

RATING SENSITIVITIES

SALES TAX BASE EXPANSION: The expansion of the sales tax revenue
base from the recent opening of two outlet malls and further
expansion of these malls will likely enhance pledged revenues,
debt service coverage and overall credit quality.

ADDITIONAL LEVERAGING OF REVENUE SOURCE: If the district issues
more subordinate notes similar to the 2012 notes that delay pre-
payment of the 2006 bonds, the district's ability to pay the 2026
maturity will be reduced, creating downward rating pressure.

CREDIT PROFILE

The district encompasses a sizable 7.43 square mile area located
along a five-mile corridor of Interstate-64 in western St. Louis
County. As of November 2013, there were 664 retail establishments
located within the district.

NEW OUTLET MALLS EXPAND TAX BASE

The district comprises one of the largest concentrations of big
box retailers in the region. There is point-of-sale concentration
with the top 15 payers in 2012 accounting for 52% of total sales
tax collections.

Concentration in the district is expected to materially diversify
with the August 2013 opening of two large outlet malls operated by
Simon Property Group and Taubman. In the first two months of
reported sales from these malls, sales tax revenues were up 34%
over the prior year. The Simon-operated mall is adding an
additional 80,000 square feet of fully leased space to open in
late 2014 to its existing 300,000 square feet, likely further
improving revenues.

SALES TAX REBOUND

Sales tax revenues for the first nine months of 2013 increased by
a robust 5.9% over same period collections in 2012. This period
includes two months of revenues from the new outlet malls. This
growth follows a 7.3% increase in 2012 and an 8.5% increase in
sales tax revenues in 2011 compared to 2010. Between fiscals 2007
and 2010, sales tax collections in the district fell by nearly
16%. The decline was mostly attributable to the recession but also
due partly to a one-month payment lag in 2010, created when the
state assumed sales tax collection responsibilities from the city
of Chesterfield (the city) in early 2010. In addition, the 2006
issue was structured based on over-optimistic sales tax
projections, leading to marginal debt service coverage from the
onset.

Sales tax revenues were insufficient to meet debt service
requirements as a result of these declines, forcing the district
to draw upon the DSRF annually beginning in 2010. Draw-downs
totaled $183,000 in 2010, $399,000 in 2011, $404,000 in 2012 and
$372,000 in 2013 to cover 11%, 24%, 24% and 22%, respectively, of
the larger April principal and interest payments in those years.
In all three years, the DSRF requirement was restored before the
end of the year as sales taxes were received and deposits were
made per the flow of funds. Management is projecting either a
minimal draw or no draw in April 2014 and going forward,
reflecting improved collections. After 2015, debt service drops
significantly until 2026.

WEAK LEGAL PROVISIONS

Fitch views the bond structure as weak with a large bullet
maturity in 2026 and interest payments only from 2017 through
2025. In the event revenues exceed debt service requirements, the
first $500,000 a year of excess sales tax revenues up to a total
of $2 million goes into a future projects account. Excess sales
tax revenues beyond those deposited to the future projects account
are to be used to redeem the 2026 bullet via a mandatory
redemption feature. Pre-payment of the 2026 bullet is critical to
its ultimate repayment, as annual revenues are well below the
bullet payment.

The bond documents are permissive, allowing for liberal issuance
of additional parity and subordinate debt. In late 2012 the
district issued $353,000 of subordinate notes that are repaid
using funds from the future projects account, which will delay
pre-payment of the 2026 bullet. There is no limitation to the
amount of similar subordinate bonds that the district can issue,
so repayment of the 2026 bullet could be materially impaired,
though management states that it is not planning to issue
additional similar notes. Management is currently planning to
issue about $5.3 million of additional subordinate notes, though
there is no debt service on these notes until the 2006 bonds are
fully amortized, so they will not delay or impair the repayment of
the 2006 bonds. The additional notes are financing road projects
in the district.

HEALTHY COVERAGE LEVELS

Assuming sales tax levels for the last 12 months (reflecting two
months of outlet mall revenues) and no subsequent growth, Fitch's
analyses indicate that pledged revenues and DSRF monies should be
more than adequate to cover all debt service requirements assuming
no further issuance of subordinate debt, with full payoff in
approximately 2022. Under Fitch's stress scenario, sales tax
collections could decline by 7.4% annually over the life of the
issue and, with remaining DSRF monies, still meet all debt service
requirements. The largest revenue decline to date was 7.6% in
2010. Conservatively assuming the first $500,000 a year of excess
revenues is diverted to outside projects similar to the
subordinate notes, collections could still sustain a 4.2% annual
decline and meet all debt service requirements.

WEALTHY, GROWING SERVICE AREA

Wealth levels in the city and county are well above state and
national averages, and unemployment rates are below comparable
levels for the state and country, rebounding from increases during
the recent economic downturn. The county supports a diverse
economic base, which includes Monsanto and Washington University.

The city has several major economic development projects underway,
highlighted by significant growth at Mercy, a large health care
system headquartered in the city, the relocation of the
headquarters of Reinsurance Group of America to Chesterfield, and
a major expansion by Monsanto. These projects will bring a sizable
number of workers to the area, increasing the population of
potential shoppers within the district.

APPROPRIATION RISK

The district is managed by a four-member board consisting of
representatives of the city and county. The pledged sales tax is
subject to annual appropriation by the district. However, non-
appropriation is unlikely as the pledged sales tax cannot be used
for non-district purposes. Furthermore, if the district fails to
adopt a budget in any year, the prior year's budget will remain in
effect.


CITYCENTER HOLDINGS: Fitch Affirms & Withdraws 'B' IDR
------------------------------------------------------
Fitch Ratings has affirmed CityCenter Holdings, LLC's Issuer
Default Rating (IDR) at 'B' and the company's senior secured
credit facility at 'BB-/RR2' and has simultaneously withdrawn the
ratings.

The ratings have been withdrawn because the issuer has chosen not
to provide Fitch with ongoing disclosure. Therefore, Fitch will no
longer have sufficient information to maintain the ratings and
will no longer provide ratings for CityCenter.


CLEAR CHANNEL: Lenders Extend Credit Facility Until 2019
--------------------------------------------------------
Clear Channel Communications, Inc., closed on Dec. 18, 2013, its
previously announced offer to amend the Company's senior secured
credit facility pursuant to which Term Loan B lenders and Term
Loan C lenders agreed to extend the maturity of a portion of their
loans due 2016 through the creation of a new $1.3 billion Term
Loan E due July 30, 2019.  The aggregate principal amount of term
loans submitted for extension in the offer exceeded $1.3 billion
and, accordingly, the amount of each lender's term loans that was
accepted for extension was reduced by a proration factor of
approximately 94.8632 percent.  Upon the closing of the offer, the
Company's senior secured credit facility consisted of an
approximately $1.89 billion Term Loan B which matures on Jan. 30,
2016, an approximately $36.5 million Term Loan C which matures on
Jan. 30, 2016, a $5.0 billion Term Loan D which matures on
Jan. 30, 2019, and a $1.3 billion Term Loan E which matures on
July 30, 2019.

The new Term Loan E has the same security and guarantee package as
the outstanding Term Loans B, C and D and borrowings under the new
Term Loan E bear interest at a rate equal to, at the Company's
option, adjusted LIBOR plus 7.50 percent or a base rate plus 6.50
percent.

The Company also announced the early settlement on Dec. 16, 2013,
of its previously announced private offer to holders of the
Company's 10.75 percent Senior Cash Pay Notes due 2016 and 11.00
percent/11.75 percent Senior Toggle Notes due 2016 to exchange any
and all Outstanding Notes for newly issued Senior Notes due 2021
of the Company.  On the Initial Settlement Date, the Company (x)
issued $388,621,200 of New Notes and paid approximately $10.9
million of cash in exchange for $353,292,000 aggregate principal
amount of Outstanding Cash Pay Notes and (y) issued $233,274,429
of New Notes and paid approximately $6.7 million of cash in
exchange for $212,067,672 aggregate principal amount of
Outstanding Toggle Notes.  Participating holders were also
eligible to receive, with respect to their Outstanding Notes
accepted for exchange, accrued and unpaid interest, in cash, from
the last applicable interest payment date up to, but not
including, the Initial Settlement Date.  However, because interest
on the New Notes accrues from Aug. 1, 2013, the last interest
payment date of the Company's existing senior notes due 2021, the
cash portion (but not the PIK portion) of the interest accrued on
the New Notes from such last interest payment date up to, but not
including, the Initial Settlement Date was deducted from the
interest payable by the Company on the Outstanding Notes.  The New
Notes issued on the Initial Settlement Date are fungible with the
Existing 2021 Notes for all purposes, including for U.S. federal
income tax purposes.

Eligible Holders who have not already tendered their Outstanding
Notes may continue to do so at any time prior to 11:59 p.m., New
York City time, on Dec. 23, 2013, unless extended by the Company.
Eligible Holders who tender their Outstanding Notes after the
early tender date will receive $1,050 principal amount of New
Notes and $40 of cash in exchange for each $1,000 principal amount
of Outstanding Notes validly tendered and accepted for exchange.
Settlement for those New Notes, if any, will be on or about
Dec. 24, 2013.  Withdrawal rights for the Exchange Offer expired
at 5:00 p.m., New York City time, on Dec. 9, 2013.

The complete terms and conditions of the Exchange Offer are set
forth in the Offering Circular and in the accompanying letter of
transmittal, which were only distributed to holders of the
Outstanding Notes that completed and returned a letter of
eligibility confirming that they are Eligible Holders.  Holders of
the Outstanding Notes that desire a copy of the eligibility letter
may contact Global Bondholder Services Corporation, the exchange
agent and information agent for the Exchange Offer, by calling
toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage
firms).

Additional information is available for free at:

                        http://is.gd/7lpA3a

                 About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

As of June 30, 2013, the Company had $15.29 billion in total
assets, $23.58 billion in total liabilities and a $8.28 billion
total shareholders' deficit.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


CLEAR CHANNEL: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
96.73 cents-on-the-dollar during the week ended Friday, December
27, 2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.59 percentage points from the previous week, The
Journal relates.  Clear Channel pays 365 basis points above LIBOR
to borrow under the facility.  The bank loan matures on Jan. 30,
2016.  The bank debt carries Moody's Caa1 and Standard & Poor's
CCC+ rating.  The loan is one of the biggest gainers and losers
among 204 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


COMMUNITY FIRST: Ruskin Vest Appointed to Board of Directors
------------------------------------------------------------
The boards of directors of Community First, Inc., and Community
First Bank & Trust, the Company's wholly owned bank subsidiary,
met and appointed Ruskin A. Vest to fill a vacancy existing on
each of the boards of directors of the Company and the Bank.  In
accordance with the bylaws of the Company and the bylaws of the
Bank, Mr. Vest will serve as a director until the next annual
meeting of shareholders or until his successor is elected and
qualified.  Mr. Vest was also appointed to the Compensation
Committee of the Company and several other committees of the Bank.

There are no arrangements or understandings between Mr. Vest and
any other persons pursuant to which he was selected as a director.
Mr. Vest will receive compensation in accordance with the
Company's existing compensation arrangements for non-employee
directors.

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.

The Company's balance sheet at Sept. 30, 2013, showed $450.51
million in total assets, $442.26 million in total liabilities and
$8.25 million in total shareholders' equity.


COMSTOCK MINING: Eliminates $2-Mil. of Debt & Future Royalties
--------------------------------------------------------------
Comstock Mining Inc. announced a positive restructuring of four
patented mining lode claims totaling 95 acres in the Company's
overall Dayton Resource Area.  These claims represent the
Company's second largest, classified gold and silver resources and
include the historic Dayton, Alhambra and Kossuth mining claims.
The restructured transaction eliminates $2 million of debt and
cancels all future royalties payable with respect to the relevant
mining claims in exchange for the issuance of one million shares
of the Company's common stock.

The Company acquired the Dayton from the Golden Goose Mine in
January 2012.  The purchase price for the Dayton was $3,000,000,
plus a 3 percent net smelter royalty payable to the seller.  In
connection with the purchase in 2012, the Company made a $500,000
cash down payment and then issued a $2.5 million note to the
seller, payable in quarterly installments of $50,000 (increasing
to $125,000 in October 2013) with a balloon payment for the
remaining principal due on or before Aug. 1, 2017.  In accordance
with the terms of the new agreement, the seller will accept shares
of common stock to satisfy the principal amount of the note
payable and will also relinquish all rights to the net smelter
royalty.  The note was secured by a first deed of trust on the
land, which will be released after a six-month holding period for
the shares.

"We welcome fellow Nevadan and long time partner, Mr. Allan
Fiegehen, as a strategic investor in the Company," stated Corrado
De Gasperis, the Company's president and chief executive officer.
"This transaction strengthens our balance sheet by extinguishing
debt, increasing our free cash flow, and significantly enhancing
future shareholder value by eliminating the 3% NSR."

The Dayton Resource Area, approximately one mile south of the
Lucerne resource area, along State Routes 341 & 342, is contiguous
with the Company's Spring Valley and Oest target areas, comprising
over 1,600 acres of land holdings in Lyon County alone.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining incurred a net loss of $30.76 million in 2012, a
net loss of $11.60 million in 2011 and a net loss of
$60.32 million in 2010.  The Company's balance sheet at Sept. 30,
2013, showed $46.49 million in total assets, $24.78 million in
total liabilities and $21.70 million in total stockholders'
equity.


CUBIC ENERGY: Hikes Salaries of Executive Officers
--------------------------------------------------
The Compensation Committee of the Board of Directors of Cubic
Energy, Inc., authorized the following increases in the annual
base salaries of the Company's executive officers:

    Calvin A. Wallen, III, Chairman, president and chief executive
    officer - $400,000;

    Jon S. Ross, secretary - $300,000; and

    Larry G. Badgley - $250,000.

The Compensation Committee also authorized the reimbursement of
expenses incurred by the Company's executive officers in
connection with their personal health insurance premiums, in an
amount not to exceed $1,500 per month, beginning on Jan. 1, 2014.

Also on Dec. 12, 2013, the Board of Directors elected Mr. Ross as
its executive vice president, in addition to his current role as
Secretary.

On Dec. 16, 2013, the Company entered into amendments to the
employment agreements of Messrs. Wallen and Ross.

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, as compared with a net loss of $12.49 million
during the prior fiscal year.  The Company's balance sheet at
Sept. 30, 2013, showed $19.51 million in total assets, $35.27
million in total liabilities and a $15.76 million total
stockholders' deficit.


CUMULUS MEDIA: Extends Senior Credit Facilities to 2018 and 2020
----------------------------------------------------------------
Cumulus Media Inc. has entered into an Amended and Restated Credit
Agreement, consisting of a $2.025 billion term loan maturing in
December 2020 and a $200 million revolving credit facility
maturing in December 2018.

The proceeds from the Term Loan along with cash on hand have been
used to repay in full all amounts outstanding under the first and
second lien term loans under Cumulus' pre-existing credit
agreements.  Amounts outstanding under the Term Loan and the
Revolver, which is currently undrawn, will bear interest at LIBOR
plus 325 bps, subject to a 1.00 percent LIBOR floor.

The refinancing follows the entry into a $50 million, 5-year
revolving accounts receivables securitization facility, which
Cumulus entered into on Dec. 6, 2013.  Advances under the
securitization facility, which are subject to a borrowing base
calculation, bear interest at LIBOR plus 250 bps with no LIBOR
floor.

"This highly successful refinancing transaction is expected to
increase our free cash flow by greater than $30 million annually,
extends our maturities through 2020 and simplifies our capital
structure," said Lew Dickey, CEO of Cumulus.  "We believe our
balance sheet has now placed us at a competitive advantage that
positions us well for future growth opportunities."

A copy of the AMENDED AND RESTATED CREDIT AGREEMENT among CUMULUS
MEDIA INC., CUMULUS MEDIA HOLDINGS INC., as Borrower, CERTAIN
LENDERS, JPMORGAN CHASE BANK, N.A. as Administrative Agent, ROYAL
BANK OF CANADA, and MACQUARIE CAPITAL (USA) INC., as Co-
Syndication Agents, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
FIFTH THIRD BANK, GOLDMAN SACHS BANK USA and ING CAPITAL LLC, as
Co-Documentation Agents, dated as of December 23, 2013; and
J.P. MORGAN SECURITIES LLC, RBC CAPITAL MARKETS*, and MACQUARIE
CAPITAL (USA) INC., as Joint Lead Arrangers and Joint Bookrunners;
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, FIFTH THIRD BANK, GOLDMAN
SACHS BANK USA and ING CAPITAL LLC, as Joint Bookrunners, is
available for free at:

                       http://is.gd/SwAhSu

The Borrower is represented by:

     Jones Day
     1420 Peachtree Street, N.E., Suite 800
     Atlanta, Georgia 30309
     Attention: John E. Zamer, Esq.
     Telecopy: (404) 581-8330
     E-mail: jzamer@jonesday.com

The Administrative Agent may be reached at:

     JPMorgan Chase Bank, N.A.
     Loan and Agency Services Group
     500 Stanton Christiana Road, Ops 2, Floor 2
     Newark, DE 19713-2107
     Attention: Jonathan Krepol
     Telecopy: (302) 634-3301

          - and -

     JPMorgan Chase Bank, N.A.
     383 Madison Avenue, 24th Floor
     New York, NY 10179
     Telecopy: (212) 270-5127

                       About Cumulus Media

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

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

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

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

                           *     *     *

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

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

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


DREIER LLP: Scam Victims Face a Cold New Year
---------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that five years after lawyer Marc Dreier's arrest for running a
multimillion-dollar investment fraud, investors and creditors of
his defunct law firm are poised to recover 13 cents or less for
each dollar of the more than $375 million owed.

According to the report, Sheila M. Gowan, the trustee overseeing
the bankruptcy liquidation of Dreier LLP, has proposed a plan to
repay creditors of the law firm using recoveries and proceeds from
the sale of the firm's assets, including office furniture and art.

The expected payout in the Dreier LLP bankruptcy is dwarfed by
what victims of Bernard Madoff's multibillion-dollar Ponzi scheme
are likely to collect, the report related.  As of Dec. 6, the
trustee unwinding Mr. Madoff's firm had recovered about 54%, or
$9.5 billion, of the estimated $17.5 billion investors lost in the
fraud, which came to light just days after Mr. Dreier was arrested
in December 2008.

Documents filed in federal bankruptcy court in New York last week
show high-ranking creditor claims, including $3.85 million in tax
claims and about $9 million owed to secured creditors, would be
paid in full, the report said.  Holders of about $375.4 million in
unsecured claims, however, will recover between 4.9% and 12.6%,
according to court papers.

The law firm's unsecured creditors include suppliers, other
business creditors and cheated investors, the report further
related.  Mr. Dreier, who pleaded guilty to fraud and other
charges, used his law firm's funds to pay investors who purchased
$700 million worth of what ultimately turned out to be bogus
promissory notes.

              About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier
pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DUNE ENERGY: Amends Credit Agreement with Bank of Montreal
----------------------------------------------------------
Dune Energy, Inc., entered into a Third Amendment to Amended and
Restated Credit Agreement among the Company, certain of the
lenders party to the Amended and Restated Credit Agreement dated
as of Dec. 22, 2011, and Bank of Montreal as administrative agent
for the lenders.

Prior to the Amendment, the Credit Agreement, as amended, provided
that the Company would not, as of the last day of any fiscal
quarter, beginning on Sept. 30, 2013, and thereafter, permit its
ratio of Total Debt (as that term is defined in the Credit
Agreement) as of such day to EBITDAX for the immediately preceding
four fiscal quarters ending on such day to be greater than 4.0 to
1.0.  Among other items, the Amendment provides that (i) the
Company will not, as of the last day of the fiscal quarter ending
Dec. 31, 2013, permit its ratio of Total Debt as of such day to
EBITDAX for the immediately preceding four fiscal quarters ending
on such day to be greater than 5.0 to 1.0 and (ii) the Company
will not, as of the last day of the fiscal quarter ending
March 31, 2014, permit its ratio of Total Debt as of such day to
EBITDAX for the immediately preceding four fiscal quarters ending
on such day to be greater than 5.0 to 1.0. On June 30, 2013, and
thereafter, the Company will not, as of the last day of the fiscal
quarter, permit its ratio of Total Debt as of such day to EBITDAX
for the immediately preceding four fiscal quarters ending on such
day to be greater than 4.0 to 1.0.

The Amendment also states that the Company's Borrowing Base is
$47.5 million.

In addition, the Amendment includes a "change of management"
provision that specifies that should either the Company's chief
executive officer, James A. Watt or the Company's chief financial
officer, Frank T. Smith, Jr. die, become incompetent or disabled
for 120 consecutive days or cease to be active in the Company's
affairs, an Event of Default (as that term is defined in the
Credit Agreement) will be deemed to have occurred unless Mr. Watt
or Mr. Smith is replaced within 120 days by an individual
acceptable to the Administrative Agent.

                         About Dune Energy

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

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


ECOTALITY INC: Bankruptcy Judge Blocks Employee Bonuses
-------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that a judge
blocked up to $125,000 in bonuses for remaining Ecotality Inc.
workers who are handling what remains of the electric-car
charger's business after buyers purchased its divisions out of
bankruptcy earlier this year.

                        About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
its assets after three separate bidders offered $4.3 million in
total for the company's assets at an auction.


EDENOR SA: Files Special Merger Financial Statements
----------------------------------------------------
Edenor SA filed with the U.S. Securities and Exchange Commission
special financial statements as of Sept. 30, 2013, by virtue of
the preliminary merger agreement entered into by and between the
companies, and in compliance with the provisions of section 83 of
Argentine Business Organizations Law No. 19,550, section 165 of
General Resolution 7/05 of the Regulatory Agency of Corporations
(Inspeccion General de Justicia), and other applicable legal
regulations.

On Oct. 7, 2013, the Company Board of Directors approved the
proposal for the merger of EMDERSA Holding with and into EDENOR,
concluding that the merger into one single company, given the tax
neutrality of the transaction, would be beneficial for both
companies in order to optimize their resources, simplifying the
administrative and operating structure.  The reorganization would
be effective as from Oct. 1, 2013.

As of Sept. 30, 2013, the accumulated deficit recorded by the
Company consumes the reserves and 50 percent of capital stock;
consequently, it is subject to compliance with the mandatory
capital stock reduction established by section 206 of the
Argentine Business Organizations Law.

As of Sept. 30, 2013, EMDERSA Holding S.A. had ARS33.03 million in
total assets, ARS1.48 million in total liabilities and ARS31.55
million in shareholders' equity.  A copy of EMDERSA's Special
Financial Statements is available for free at:

                        http://is.gd/oo8Foz

A copy of Edenor's separate merger financial statement as of
Sept. 30, 2013, is available for free at http://is.gd/ehdDQ8

A copy of a special consolidated financial statement prepared in
respect of the merger is available for free at:

                         http://is.gd/KAOJCl

A copy of the Merger Prospectus is available for free at:

                         http://is.gd/PEk7Uu

A copy of the Plan of Merger is available for free at:

                         http://is.gd/msm3Az

                           About Edenor SA

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

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

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


ELEPHANT TALK: Unit Signs New Agreement with Vodafone
-----------------------------------------------------
Elephant Talk Europe Holding, BV., a wholly owned subsidiary of
Elephant Talk Communications Corp., entered into a new agreement
with Vodafone Enabler Espana, S.L., for the exclusive supply of
operational and technical services through a comprehensive
technological platform, with an effective date of Nov. 1, 2013.
The Agreement has a term of five years and will renew
automatically for successive one year terms unless either party
provides notice six months' prior to the expiration of the then-
current term.

The Agreement provides for certain financial penalties if it is
terminated unilaterally for certain circumstances.  In most
circumstances, the Company will be obligated to continue to
provide the Services for a minimum term of 24 months following the
termination of the Agreement.  In addition, upon the expiration of
the initial term or any renewal term, the Company will continue
Services for Vodafone's then-customers for a minimum period of 18
months.  The Agreement also contains provisions with respect to
limitations on damages, assignment and confidentiality.

Meanwhile, Elephant Talk will hold upcoming presentations relating
to the Company and its recent developments. The form of slide show
presentation used by management of the Company to describe the
business is available for free at http://is.gd/6seLPi

                         About Elephant Talk

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

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

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


EMPIRE RESORTS: Maturity of Kien Huat Loan Extended to 2015
-----------------------------------------------------------
Empire Resorts, Inc., and Kien Huat Realty III Limited entered
into Amendment No. 2 to the Loan Agreement, dated Nov. 17, 2010,
as amended.  Pursuant to the Second Amendment, the maturity date
of the loan made pursuant to the Loan Agreement was extended from
Dec. 31, 2014, to March 15, 2015.

In consideration of the extension of the maturity date of the
Loan, the Company agreed to pay Kien Huat a one-time fee of
$25,000.  In addition, the Company agreed to pay the out-of-pocket
legal fees and expenses incurred by Kien Huat in an amount not to
exceed $20,000.  Except for these amendments, the Loan Agreement
remains unchanged and in full force and effect.

A copy of the Second Amendment is available for free at:

                        http://is.gd/D5WyjV

                       About Empire Resorts

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

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

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


ENERGY SERVICES: Posts $3.6 Million Net Income in Fiscal 2013
-------------------------------------------------------------
Energy Services of America Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing net income of $3.57 million on $108.82 million of
revenue for the year ended Sept. 30, 2013, as compared with a net
loss of $48.52 million on $109.01 million of revenue during the
prior year.

As of Sept. 30, 2013, the Company had $50.69 million in total
assets, $35.75 million in total liabilities and $14.94 million in
total stockholders' equity.

Arnett Foster Toothman PLLC, in Charleston, West Virginia, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2013.  The indepdendent
auditors noted that the Company has suffered recurring losses from
operations.  This raises substantial doubt about the Company's
ability to continue as a going concern.

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

                         http://is.gd/8rJ1MH

                        About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.


ENGLOBAL CORP: Stockholders Elect Four Directors
------------------------------------------------
ENGlobal announced the results of its 2013 annual stockholders'
meeting recently held in North Houston.

The formal business of the meeting included the election of the
following directors to a one-year term: William A. Coskey, P.E.,
David W. Gent, P.E., Randall B. Hale, and David C. Roussel.  In
addition, ENGlobal's stockholders approved: (1) the amendment to
the ENGlobal 2009 Equity Incentive Plan to increase the number of
shares of common stock reserved for issuance thereunder from
980,000 shares to 1,830,000 shares; (2) the ratification of the
appointment of Hein & Associates LLP as the independent auditors
of ENGlobal for fiscal year 2013; (3) approved the compensation of
our named executive officers; and (4) approved "three years" as to
the frequency of the occurrence of future advisory votes on
executive compensation.

                          COO Appointment

Mr. Robert Bruce Williams, age 61, was appointed the chief
operating officer of the Company on Dec. 20, 2013.  He served as
senior vice president, Midwest/Southwest Operations of ENGlobal's
Engineering and Construction segment from September 2012 to
December 2013.  He initially joined ENGlobal in 2004, and from
November 2010 until September of 2012, he served in various roles
at ENGlobal, including general manager of the Tulsa Office, vice
president of Midwest and Southwest Operations, senior project
manager of Engineering/ Projects, and acting general manager of
ENGlobal Government Services, Inc.  Prior to joining ENGlobal, Mr.
Williams served as Vice President - Engineering for U.S.
Transcarbon LLC, a petroleum coke gasification project developer,
from April 2008 until October 2010.  In total, he has over 35
years of domestic and international experience in engineering and
project management, including several project management positions
of increasing responsibility in the U.S., Middle East, Papua New
Guinea, Asia, Mexico and Brazil.  Mr. Williams has an
undergraduate degree in Chemistry from the University of Northern
Iowa, with post graduate studies in Environmental Management from
the University of Houston and MBA studies at Incarnate Word
University.

Mr. J. Michael Harrison, age 56, was appointed the senior vice
president, business development of the Company on Dec. 20, 2013,
and previously served in various Business Development/ Operational
capacities since joining the Company in 2009.  He has over 20
years of Business Development experience in the engineering and
construction industries.  Mr. Harrison was previously Vice
President, Business Development for Commonwealth Engineering and
Construction, LLC from 2006 to 2009.  Prior to his tenure at
Commonwealth, Mr. Harrison worked for Jacobs Engineering from 1996
to 2005 in progressively higher levels of Business Development
responsibility in Houston and Baton Rouge.

                           About Englobal

Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of
engineering and related project services primarily to the energy
sector throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and
Engineering.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of advanced
automation, control, instrumentation and process analytical
systems.  The Engineering segment provides consulting services for
the development, management and execution of projects requiring
professional engineering, construction management, and related
support services.

"For most of 2012, the Company had operated under difficult
circumstances.  For the year ended Dec. 29, 2012, the Company
reported a net loss of approximately $33.6 million that included a
non-cash charge of approximately $16.9 million related to a
goodwill impairment and a non-cash charge of approximately
$6.8 million related to a valuation allowance established in
connection with the Company's deferred tax assets.  During 2012,
its net borrowings under its revolving credit facilities increased
approximately $10.5 million to fund its operations.  Due to
challenging market conditions, its revenues and profitability
declined during 2012.  Although the Company implemented a profit
improvement plan in the fourth quarter of 2012, the results of
that plan are not expected to be fully realized until later this
year.  These circumstances raised substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 29, 2013.

The Company's balance sheet at Sept. 28, 2013, showed
$46.08 million in total assets, $20.39 million in total
liabilities and $25.69 million in total stockholders' equity.


ERF WIRELESS: Implements Reverse Stock Split of Common Stock
------------------------------------------------------------
ERF Wireless, having received all required FINRA and stockholder
approvals, and having been approved by the Board of Directors on
Dec. 2, 2013, has filed a Certificate of Amendment with the
Secretary of State of Nevada and implemented a reverse stock split
of its outstanding common stock in the ratio of 1 for 400
effective Dec. 18, 2013.

The Company's stockholders holding a majority of the Company's
voting power previously approved an amendment to the Company's
Articles of Incorporation to effect one or a series of forward or
reverse splits of the Company's common stock only for the express
purpose, if required, in connection with attempting to obtain a
listing on a national securities exchange.  The stock splits were
required to be at a ratio of not less than 2 and not greater than
400 with the exact ratio to be set within such range at the
discretion of the Board of Directors, without further approval or
authorization of the company's shareholders no later than Oct. 1,
2014.  The Board of Directors approved the final reverse split
ratio of 1 for 400 on Dec. 2, 2013, and also approved the rounding
of fractional shares remaining after the reverse stock split to
the nearest whole common share on a per shareholder basis,
provided that any shareholders holding over 10 shares, but less
than 99 shares after the reverse stock split will have their
shares automatically rounded up to 100 shares.

The purpose of any reverse stock split is to attempt to increase
the individual per share trading value of the company's common
stock and reduce the number of shares issued and outstanding.  The
Board believes that a decrease in the number of shares outstanding
is likely to improve the trading price of the common stock, to
make future access to a national market listing more likely
attainable, to increase the marketability of its stock to
potential new investors, and to improve its ability to attract
institutional investors to hold company shares while decreasing
the volatility of the stock price.  These factors, as well as the
extreme difficulty and expense that many of the company's
stockholders are having at the current price in their attempt to
comply with the penny stock rules at their brokerages, convinced
the board that it was in the best interests of the company and its
stockholders to implement the reverse split.

This reverse split will be effective with FINRA and in the
marketplace at the open of business Dec. 18, 2013.  The company's
trading symbol on Dec. 18, 2013, will change to "ERFBD".  The "D"
will be removed 20 business days from that date and the symbol
will revert to the original symbol of "ERFB."  As a result of the
reverse stock split, the company's issued and outstanding shares
of common stock decrease from approximately 34.2 million pre-stock
split shares to approximately 0.085 million post-split shares
(prior to effecting the rounding described above).

Stockholders who are holding their shares in electronic form at
their brokerage do not have to take any action as the effects of
the reverse stock split will automatically be reflected in their
brokerage accounts.  Stockholders holding paper certificates are
requested to send the certificates to the company's transfer
agent.  The transfer agent will issue a new share certificate
reflecting the terms of the reverse stock split to each requesting
shareholder.

The Company's transfer agent can be reached at:

Olde Monmouth Stock Transfer Co., Inc.
Attention: Matthew J. Troster
200 Memorial Parkway
Atlantic Highlands, NJ 07716

                        About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

The Company incurred a consolidated net loss of $3.75 million for
the nine months ended Sept. 30, 2012, as compared with a
consolidated net loss of $2.32 million for the same period a year
ago.  The Company's balance sheet at June 30, 2013, showed $6.80
million in total assets, $10.69 million in total liabilities and a
$3.88 million total shareholders' deficit.


ERROL WALTERS: Property to Be Auctioned Off Jan. 22
---------------------------------------------------
Lora Tell, Esq., as referee, will sell at public auction at the
Rotunda of the New York County Courthouse, 60 Centre Street, New
York, NY, on Jan. 22, 2014, at 2:00 p.m. the premises known as 551
West 161st Street, New York, NY 10032.

Wells Fargo Bank N.A. -- as trustee for the benefit of the
certificate holders, Park Place Securities Inc., asset-backed
pass-through certificates series 2005-WCW2 -- asserts an $812,207
lien plus interest and costs against the property.

Wells Fargo filed a foreclosure action against Errol Walters et
al. in Supreme Court for the County of New York.  A Judgment of
Foreclosure and Sale was entered on June 4, 2008.

The Referee may be reached at:

         Lora Tell, Esq.
         Attorney for Plaintiff
         ECKERT SEAMANS CHERIN & MELLOTT, LLC
         10 Bank Street, Suite 700
         White Plains, NY 10606


FIRST PHYSICIANS: Files Pref. Stock Certificate of Designation
--------------------------------------------------------------
Pursuant to duly adopted resolutions by the Board of Directors of
First Physician's Capital Group, Inc., on Dec. 12, 2013, the
Company filed a Certificate of Designation of Rights and
Preferences of Series 7-A Convertible Preferred Stock with the
Secretary of State of the State of Delaware.  The Certificate of
Designation sets forth the rights and preferences of the Company's
Series 7-A Convertible Preferred Stock, par value $0.01 per share
and authorizes 7,000 shares of Series 7-A Preferred Stock for
issuance.

A copy of the Certificate of Designation is available at:

                         http://is.gd/6JvtAE

                        About First Physicians

Beverly Hills, Calif.-based First Physicians Capital Group, Inc.
(OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator
of healthcare services firms in the U.S.

The Company's balance sheet at Dec. 31, 2010, showed $24.6 million
in total assets, $28.9 million in total liabilities, $191,000 in
non-redeemable preferred stock, $12.2 million in redeemable
preferred stock, and a stockholders' deficit of $16.7 million.

As reported in the Troubled Company Reporter on Feb. 21, 2011,
Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt
about First Physicians Capital Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Sept. 30, 2010.  The independent auditors noted that the
Company has experienced recurring losses from operations.

The Company has not filed any periodic report after its quarterly
report for the period ended Dec. 31, 2010.


FIRST QUANTUM: Fitch Retains 'BB' IDR on Watch Negative
-------------------------------------------------------
Fitch Ratings is maintaining Canada-based First Quantum Minerals'
(FQM) Issuer Default Rating and senior unsecured rating of 'BB' on
Rating Watch Negative (RWN).

The RWN reflects the risks associated with the notice of default
served by some bondholders of Inmet Mining Corporation (Inmet)
that was recently acquired by FQM. Although Fitch currently
believes it unlikely, FQM could be called on to repay USD1,990m
outstanding under Inmet's bonds, which could materially affect its
liquidity profile, and its funding and refinancing capacity at a
time when the group is engaged in a large investment programme.

Investors in Inmet's 8.75% senior notes due 2020 and 7.5% senior
notes due 2021 have served a notice to FQM's wholly-owned
subsidiary, FQM (Akubra) Inc. (Akubra), purporting to call a
technical default on those bonds. These noteholders, which include
CI investments, Barometer Capital and funds managed by the Capital
Group, allege that Inmet violated the terms of indentures of its
bonds when it amalgamated Inmet with Akubra and the amalgamated
entity subsequently repaid an acquisition loan facility originally
incurred by Akubra. FQM disputes this claim.

KEY RATING DRIVERS

Low Probability of Acceleration
Fitch understands that if an event of default is confirmed, the
only remedy available to the noteholders would be the acceleration
of the bonds and repayment at par. This would represent a discount
to the notes' current trading prices and is therefore unlikely, in
the agency's view, to be the course chosen by a rational investor.
A resolution of the dispute with minimal impact on FQM's cash
flows and progress on the refinancing of the USD2.5bn revolving
credit facility (RCF) maturing in June 2014 could result in the
ratings being affirmed at 'BB'.

Potential Pressure on Liquidity
FQM's facility agreements contain cross default or cross
acceleration clauses which could be invoked if a default is
declared under Inmet's bonds. Fitch understands that FQM has
notified its existing lenders of its dispute with Inmet
bondholders. In the event of an acceleration of the Inmet notes,
FQM's liquidity and ratings could come under pressure if it fails
to obtain waivers from its lender and access its unused committed
facilities. At end-3Q13, FQM had cash balances of USD617m, USD915m
available under committed facilities with maturities out to 2017
and USD2bn available under the USD2.5bn RCF maturing in June 2014.

Capex Spending and Timing
With six major projects targeted for completion from mid-2014 to
2017, FQM's development pipeline is large and challenging for its
size and extends to regions in which the company has not
previously operated. The associated execution risks are partly
mitigated by the progress to date on the group's projects in
Zambia (Kansanshi and Sentinel). The group is expected by Fitch to
provide details on its spending plans for Cobre Panama (CP) in
1Q14. The project, which belonged to Inmet, is one of the world's
largest undeveloped deposits and the open pit mine is expected to
produce 300,000T of copper per annum from 2016.

Refinancing of the Acquisition Facility
The USD2.5bn bridge loan which financed the Inmet acquisition was
replaced by an RCF of the same size from Standard Chartered Bank.
The loan, which was originally due to mature in two tranches at
end-2013 and end-Q114, was extended to end-2Q14. Fitch understands
that FQM is in the process of securing long-term debt to refinance
it, some of which will be earmarked for the development of CP.

Potential Subordination Risk
In resolving the RWN Fitch will also assess the potential
subordination risk for FQM's 7.25% USD350m senior unsecured bonds
once long-term debt is secured to refinance the USD2.5bn RCF.
Post-acquisition, FQM launched a tender offer for Inmet's
outstanding USD2bn bonds after the change of control clause was
triggered and USD10m of bonds were tendered. The group's capital
structure now includes a mix of senior secured and unsecured debt
at operating and holding company level.

Cobre Panama Principal Attraction
Fitch views the Inmet acquisition positively as it will ultimately
improve FQM's operational and geographic diversification and
simultaneously reduce its large exposure to Zambia. The combined
group forecasts pro-forma sales of USD3.5bn in 2013 and is
expected to rank among the world's largest copper mining producers
with a projected 1.3mt output by 2018 based on its current project
pipeline (Brook Hunt's estimate). Inmet has existing producing
assets in Turkey, Finland and Spain but its main attraction is its
80% interest in CP, one of the world's largest undeveloped copper
resources.

Large Zambian Exposure
FQM's large operational exposure to the higher-risk Zambian
operating environment represents a key rating constraint. On 28
October 2013, Fitch downgraded Zambia's Long-term foreign and
local currency IDRs to 'B' from 'B+' with a Stable Outlook and its
Country Ceiling to 'B+' from 'BB-'. Although there is no apparent
deterioration in FQM's operating environment, the sovereign's
expected budget deficit could translate into pressure on the
mining sector, given its importance for the country. The widening
in the notching differential between FQM and Zambia is partly
mitigated by the acquisition of Inmet which has resulted in a
slight improvement in the group's geographical diversification.

RATING SENSITIVITIES

Fitch's resolution of the RWN is contingent on the outcome of the
event of default notice.

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

- Sustained (two consecutive years) funds from operations (FFO)
   gross leverage in excess of 2.5x due to the Inmet acquisition
   (FY12: 0.6x), indicating a move away from the company's
   conservative historical financial approach

- Significant problems or delays at key development projects
   resulting in a material weakening of credit metrics

- Failure to reach an agreement with Inmet bondholders resulting
   in deteriorating liquidity

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

- Increased diversification from new projects


FOOTHILL/EASTERN TRANSPO: Fitch Rates 2013C Revenue Bonds 'BB+'
---------------------------------------------------------------
Fitch Ratings has assigned the following ratings to the
Foothill/Eastern Transportation Corridor Agency (F/ETCA, or the
agency), CA revenue bonds:

-- Second senior lien toll road refunding revenue bonds, series
    2013A and 2013B 'BBB-'; Outlook Stable;

-- Junior lien toll road refunding revenue bonds, series 2013C
    'BB+'; Outlook Stable.

The series 2013 bonds, which priced on Dec. 12, 2013, are expected
to refund all of the outstanding series 1999 bonds and the
transaction will close on Jan. 2, 2014.

Since the restructuring excludes the outstanding $179.99 million
senior lien series 1995 bonds, Fitch expects to affirm the 'BBB-'
rating, remove them from Rating Watch Negative, and assign a
Stable Outlook if the transaction closes successfully.

Key Rating Drivers:

-- Traffic Susceptible to Economic Downturns: The facility serves
    as a highway connection for commuters in Orange and Riverside
    Counties. Traffic volume has grown marginally over the last
    decade, partly due to seven mostly above-inflation toll
    increases since fiscal 2000. Future growth potential, reliant
    on residential development activity, is limited in part by the
    narrow corridor in which development can take place. Revenue
    Risk Volume: Midrange.

-- Price-Sensitive Commuter Traffic: F/ETCA has limited economic
    rate-making flexibility with an average toll rate that is now
    close to the revenue maximization point. Nevertheless, it is
    Fitch's view that inflationary increases will become
    achievable once again over time. A history of proactive
    decisions by management to raise rates is considered a credit
    strength. Revenue Risk Price: Midrange.

-- Back-Loaded and Long-Dated Debt: The project's debt burden is
    high. Nevertheless, the restructuring extends final maturity
    by 13 years and debt service will now grow at a CAGR of 3.56%
    (fiscal 2015-2039, the year in which maximum annual debt
    service [MADS] occurs at $226.7 million). The agency has a
    fully funded debt service reserve and an additional reserve
    mechanism that provides some mitigation against the sharply
    escalating debt service profile. It also provides for further
    enhancement should traffic or revenue underperform. There are
    no cross default or acceleration provisions between the senior
    and junior liens, which protects the senior debt. Debt
    Structure Risk: Weaker (senior lien) / Weaker (junior lien).

-- Stable Financial Flexibility: F/ETCA is dependent on continued
    revenue growth throughout the life of the debt to maintain
    coverage levels at or above 1.30x. In fiscal 2013, the debt
    service coverage ratio (DSCR) was 1.17x ignoring the effect of
    the escrow defeasance fund (EDF). The Fitch base case minimum
    combined senior/junior lien DSCR is 1.17x in fiscal 2014 and
    averages 1.37x through 2053 ignoring the use of the EDF. Total
    leverage is high at 17x.

-- Relatively New Asset: The F/ETC is less than 15 years old and
    does not currently have any material state of good repair
    needs. The state of California's Department of Transportation
    (Caltrans) has an obligation to maintain the physical assets
    and a covenant to budget for capital expenditures annually
    which provides some protection. Importantly, as part of the
    agreement with Caltrans, the agency is not authorized to toll
    or operate any segment of the corridor south of the existing
    terminus (Oso Parkway) beyond Jan. 1, 2040. Infrastructure
    Development/Renewal Risk: Stronger.

Rating Sensitivities:

-- Weaker traffic growth than projected by the traffic and
    revenue consultant over a sustained period;

-- Toll rate increases that are materially below inflation for a
    sustained period;

-- A decision to increase leverage or reduce liquidity to support
    any extension projects without commensurate financial
    mitigants;

-- Dependence on the EDF for a prolonged period of time to meet
    the 1.30x/1.15x rate covenants.

SECURITY:

The bonds are secured by a pledge of net toll revenues derived
from the operation of the project and certain other pledged
revenues such as development impact fees (DIF). F/ETCA has the
right to withdraw the first $5 million of DIF amounts collected
annually to be used for any lawful purpose, including debt
service.

TRANSACTION SUMMARY:

The agency issued $2.08 billion of second senior series 2013A and
2013B term-rate bonds and $198.1 million of junior lien series
2013C bonds with respective 1.3x and 1.15x rate covenants. These
bonds refinanced $2.2 billion in outstanding series 1999 bonds;
however, the outstanding senior series 1995 bonds will remain in
place.

Final pricing for the bonds provided an all-in interest cost of
6.07%, which was lower than expected resulting in slightly lower
average annual debt service and MADS costs. These factors result
in slightly higher coverage levels, consistent with the rating
levels.

Of note, a default on the junior lien bonds shall not cause an
event of default on the second senior lien bonds. The differential
between the second senior and junior lien ratings reflects that
while the junior lien debt is a small portion of aggregate debt at
9%, it provides meaningful cushion to the second senior bonds.


FOWLERVILLE TRUE VALUE: Store Closes After 122 Years
----------------------------------------------------
The Associated Press reports that a hardware store in Fowlerville
is closing after 122 years in business.

The owners told Livingston County Daily Press & Argus of Howell
that economy and competition with big-box stores were too much for
Fowlerville True Value Hardware to overcome, according to The
Associated Press.

The business owned by the Burnie family for the past 69 years
closed Dec. 7 to prepare for liquidation sales starting Dec. 16,
said Doug Burnie, who owned the store from 1974 to 2008.

The report notes that current owner Jim Burnie signed a purchase
agreement with the Fowlerville Downtown Development Authority in
2007 to expand the store, but he withdrew it the next year when
Wal-Mart opened a 184,000-square-foot store in the village.

"We never really recovered so it was profitable," Doug Burnie told
the newspaper.  "The bottom line is that customer bases dwindled
simply because they are deciding to go to one-stop big-box
stores," the report relates.

Doug Burnie, who acquired the store from his father in 1974, said
he always looked forward to going in to work.

The report adds that the store will permanently close once nearly
everything is sold.


FOX & HOUND: Has Interim Authority to Obtain DIP Loans
------------------------------------------------------
Judge Kevin Gross of U.S. Bankruptcy Court for the District of
Delaware gave F&H Acquisition Corp., et al., interim authority to
obtain senior secured priming and superpriority postpetition
financing consisting of (i) a letter of credit facility comprised
of all existing prepetition letters of credit in the aggregate
face amount not to exceed $2,269,000; (ii) a revolving credit for
up to $9,600,000 in principal, which would include a sublimit of
$1,000,000 for Letters of Credit from General Electric Capital
Corporation, as administrative agent for a consortium of lenders.

The interim order will terminate the earliest to occur of (i) the
entry of the final order, (ii) Jan. 14, 2014, and (iii) the
termination date.

A hearing to consider final approval of the motion is scheduled
for Jan. 7, 2014, at 12:00 p.m. (prevailing Eastern time).
Objections are due Dec. 30.

Counsel for the DIP Agent and the Prepetition First Lien Secured
Agent is Peter P. Knight, Esq. -- peter.knight@lw.com -- and James
Ktsanes, Esq. -- james.ktsanes@lw.com -- at Latham & Watkins LLP,
in Chicago, Illinois; and Kurt Gwynne, Esq., at Reed Smith LLP, in
Wilmington, Delaware.

Counsel to the Prepetition Secured Second Lien Secured Agent is
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

                        About Fox and Hound

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

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

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.


FOX & HOUND: Employs Olshan Frome as Bankruptcy Attorneys
---------------------------------------------------------
F&H Acquisition Corp., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Olshan
Frome Wolosky LLP as their attorneys to advise the Debtors of
their rights and their powers and duties as debtors continuing to
operate and to manage their business under Chapter 11.

Olshan's current hourly rates for matters related to the Chapter
11 cases range as follows:

   Partners                            $425 to $760
   Of Counsel                          $510 to $970
   Associates                          $290 to $525
   Paraprofessionals:                  $160 to $270

These professionals presently are expected to have primary
responsibility for providing services to the Debtors:

   Steve Wolosky, Esq. -- swolosky@olshanlaw.com             $740
   Adam H. Friedman, Esq. -- afriedman@olshanlaw.com         $630
   Jordanna L. Nadritch, Esq. -- jnadritch@olshanlaw.com     $550
   Fredrick J. Levy, Esq. -- flevy@olshanlaw.com             $520
   Jonathan H. Deblinger, Esq. -- jdeblinger@olshanlaw.com   $495
   Jonathan T. Koevary, Esq. -- jkoevary@olshanlaw.com       $490

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

During 2013, Olshan has been providing restructuring and other
advice to the Debtors and assisted the Debtors in the preparation
of their Chapter 11 filings.  On account of those services, as of
the Petition Date, Olshan has received approximately $511,839 from
the Debtors on account of services rendered with regard to the
Debtors' restructuring.  In addition, pursuant to the Engagement
Letter, on December 3, 2013, the Debtors paid Olshan $175,000 as a
Chapter 11 retainer.  After applying a portion of the retainer to
the outstanding balance as of the Petition Date, including fees
and expenses associated with the filing of these cases, Olshan
continues to hold a retainer in the amount of $59,467 as security
for postpetition services and expenses in connection with the
Chapter 11 cases.

A hearing to consider approval of the employment application is
scheduled for Jan. 7, 2014, at 12:00 p.m. (ET).  Objections are
due Dec. 30.

                        About Fox and Hound

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

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

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.


FOX & HOUND: Hires Young Conaway as Local Delaware Counsel
----------------------------------------------------------
F&H Acquisition Corp., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Young
Conaway Stargatt & Taylor, LLP, as local Delaware attorneys.

The principal attorneys and paralegal presently designated to
represent the Debtors and their current standard hourly rates
are:

     Robert S. Brady, Esq. -- rbrady@ycst.com             $730
     Robert F. Poppiti, Jr., Esq. -- rpoppiti@ycst.com    $355
     Michelle Smith, Paralegal                            $185

The firm will be reimbursed for any necessary out-of-pocket
expenses.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

Young Conaway was retained by the Debtors pursuant to an
engagement agreement dated as of Aug. 30, 2013.  On Sept. 26,
2013, Young Conaway received a retainer in the amount of $25,000
in connection with the planning and preparation of the Chapter 11
filings and the postpetition representation of the Debtors.

On Dec. 4, 2013, the firm received a payment of: (a) $22,466 on
account of fees and expenses incurred through and including
Nov. 10, 2013; and (b) $43,668 on account of anticipated filing
fees for the Chapter 11 cases.  In addition, on Dec. 13, 2013,
Young Conway received a payment of: (a) $21,409 on account of fees
and expenses incurred through and including Dec. 10, 2013; and (b)
$7,278 on account of additional anticipated filing fees for the
Chapter 11 cases.  After applying a portion of the Retainer to the
outstanding balance as of the Petition Date, Young Conaway
continues to hold a Retainer in the amount of $1,762 as security
for postpetition services and expenses in connection with the
Chapter 11 cases.

A hearing to consider approval of the employment application is
scheduled for Jan. 7, 2014, at 12:00 p.m. (ET).  Objections are
due Dec. 30.

                        About Fox and Hound

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

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

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
local counsel, Olshan Frome Wolosky LLP as general counsel,
Imperial Capital LLC as financial advisor, and Epiq Bankruptcy
Solutions as claims and noticing agent.


FREDERICK'S OF HOLLYWOOD: Inks Merger Agreement with Harbinger
--------------------------------------------------------------
Frederick's of Hollywood Group Inc. has entered into a definitive
merger agreement that provides for the acquisition of the Company
by a group consisting of HGI Funding LLC, a wholly owned
subsidiary of Harbinger Group Inc., and certain of the Company's
other common and preferred shareholders.  The members of the
Consortium as a group beneficially own approximately 88.6 percent
of the Company's common stock.  The acquisition will be
accomplished through FOHG Holdings, LLC, an entity controlled by
the Consortium that was formed for the purpose of the transaction.

Under the merger agreement, the Company's shareholders who are not
members of the Consortium will receive $0.27 per share in cash
upon completion of the transaction.  The price represents a
premium of 50 percent to the closing price of the Company's shares
on Sept. 27, 2013, the last trading day before the announcement by
the Consortium of its proposal, and a premium of 46 percent over
the average closing price of the Company's common stock for the 45
trading days prior to that date.

The Company's board of directors delegated to its lead
independent, disinterested director the authority to review the
initial transaction proposal from, and negotiate terms of the
proposal with, the Consortium, with the assistance of legal and
financial advisors.  The lead director completed a thorough review
of the proposal, considered alternatives, negotiated improved
terms of the Consortium's proposal and concluded that the
transaction with the Consortium was fair to and in the best
interests of the Company's shareholders other than the members of
the Consortium.  Based on the recommendation of the lead director,
the merger agreement was also approved by the full board other
than William Harley and Thomas Lynch, who recused themselves from
the deliberations.

In addition, in connection with the execution of the merger
agreement, the Company and Holdings entered into a new employment
agreement with Thomas Lynch, chief executive officer of the
Company, which will take effect only upon the consummation of the
merger.  Under the new employment agreement, Mr. Lynch agreed to
continue to serve as chief executive officer for three years
following the merger.

Completion of the transaction is subject to certain customary
conditions, including receipt of shareholder approval.  The merger
agreement must be approved by the affirmative vote of the holders
of at least two-thirds of all outstanding shares of the Company's
common stock.  If completed, the transaction will result in the
Company becoming privately-held and its common stock will no
longer be quoted on the OTCQB.

Further details concerning the merger agreement and related
documents, including the employment agreement with Mr. Lynch (the
Company's chief executive officer), is available at:

                        http://is.gd/lZ2KVi

Cassel Salpeter & Co., LLC, is acting as financial advisor to the
lead director in connection with the transaction.  Graubard Miller
is acting as legal advisor to the Company.  Milbank, Tweed, Hadley
& McCloy LLP is acting as legal advisor to HGI Funding LLC.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/F0PGgE

                 About Frederick's of Hollywood

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

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

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

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

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


FREDERICK'S OF HOLLYWOOD: TTG Apparel Holds 85.9% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, TTG Apparel, LLC, and its affiliates
disclosed that as of Dec. 18, 2013, they beneficially owned
89,682,683 shares of common stock of Frederick's of Hollywood
Group Inc. representing 85.9 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                      http://is.gd/YFKpKm

                  About Frederick's of Hollywood

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

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

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

The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.
The Company's balance sheet at Oct. 26, 2013, showed
$38.78 million in total assets, $63.42 million in total
liabilities, and a $24.64 million total shareholders' deficiency.


FREDERICK'S OF HOLLYWOOD: Harbinger Holds 85.9% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Harbinger Group Inc. and its affiliates
disclosed that as of Dec. 18, 2013, they beneficially owned
89,682,683 shares of common stock of Frederick's of Hollywood
Group Inc. representing 85.9 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                         http://is.gd/a2jiV1

                    About Frederick's of Hollywood

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

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

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

The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.
The Company's balance sheet at Oct. 26, 2013, showed
$38.78 million in total assets, $63.42 million in total
liabilities, and a $24.64 million total shareholders' deficiency.


FREESEAS INC: Incurs $17 Million Net Loss in H1 2013
----------------------------------------------------
Freeseas Inc. reported a net loss of $17.05 million on $2.69
million of operating revenues for the six months ended June 30,
2013, as compared with a net loss of $20.78 million on $8.86
million of operating revenues for the same period a year ago.

As of June 30, 2013, the Company had $108.81 million in total
assets, $104.23 million in total liabilities, all current, and
$4.57 million in total shareholders' equity.

A copy of the Form 6-K is available for free at:

                        http://is.gd/ddRqL3

                         About FreeSeas Inc.

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

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

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

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


FREESEAS INC: Amends Prospectus Over Resale of 5.5 Million Shares
-----------------------------------------------------------------
FreeSeas Inc. amended its registration statement relating to the
resale of up to 5,485,534 shares of the Company's common stock,
$.001 par value, by Crede CG III, Ltd.  These shares of Common
Stock are issuable upon conversion of Series B Convertible
Preferred Stock or Series C Convertible Preferred Stock.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of Common
Stock by the selling stockholder except for funds received from
the exercise of warrants held by the selling stockholder, if and
when exercised for cash.  The Company will pay the expenses of
registering these shares, including legal and accounting fees.

The Company's common stock is currently quoted on The NASDAQ
Capital Market under the symbol "FREE."  On Dec. 19, 2013, the
closing price of the Company's common stock was $1.21 per share.

A copy of the amended Form F-1 is available for free at:

                        http://is.gd/pu1I4X

                        About FreeSeas Inc.

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

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

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

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


FUSION TELECOMMUNICATIONS: Amends BroadvoxGo! Purchase Pact Anew
----------------------------------------------------------------
Fusion Telecommunications International, Inc., and its recently-
formed indirect subsidiary, Fusion BVX LLC, on Aug. 30, 2013,
entered into an Asset Purchase and Sale Agreement to acquire
specified assets owned by BroadvoxGo! LLC and Cypress
Communications, LLC, and used in the operation of the cloud
communications services segment of Sellers' business.  The Company
also agreed to assume substantially all of the on-going
liabilities of the Acquired Business incurred in the ordinary
course of business.

Effective as of Dec. 16, 2013, the Company and Sellers entered
into a further amendment to the Agreement, primarily to (i)
increase the amount of the good faith deposit, which is being held
by the Sellers for refund to the Company only under certain
limited circumstances, from $300,000 to $1,000,000; and (ii)
change the Outside Closing Date, as defined in the Second
Amendment, from Dec. 16, 2013, to Dec. 31, 2013.  The Company also
agreed with Sellers (iii) to remove certain of the conditions
precedent to closing contained in the Agreement that have been
complied with to the Company's satisfaction; and (iv) to recognize
the conversion of Fusion Broadvox Acquisition Corp., a Delaware
corporation, into Fusion BVX LLC, a Delaware limited liability
company, and the succession of Fusion BVX LLC to the rights and
obligations of Fusion Broadvox Acquisition Corp. under the
Agreement.

Consummation of the transactions contemplated by the Agreement
remains subject to the satisfaction of certain conditions
precedent, including, but not limited to, receipt by the Company
of sufficient funding to pay the purchase price and provide for
reasonable post-acquisition working capital requirements, as well
as other negotiated and customary conditions of closing.
Consummation also remains subject to mutual agreement of the
parties to the terms of a series of agreements relating to post-
closing matters such as (a) certain transition services to be
provided to the Company by Sellers, (b) the shared use of certain
equipment and systems of Sellers on a transition basis and (c) the
Company's use of certain intellectual property of Sellers on a
transition basis.

While the Agreement, as amended, contemplates that a closing of
the sale of the Acquired Business will take place no later than
Dec. 31, 2013, the conditions precedent to closing are such that
there can be no assurance that the Company will complete its
acquisition of the Acquired Business in that time or at all.

A copy of the Second Amendment is available for free at:

                         http://is.gd/shG6x1

                   Amends SPA with with Praesidian

On Dec. 16, 2013, the Company and its subsidiaries entered into a
Third Amendment to the Securities Purchase Agreement and Security
Agreement with Praesidian Capital Opportunity Fund III, L.P.,
Praesidian Capital Opportunity Fund III-A, L.P. and Plexus Fund
II, LP.  Under the Amendment, the Company sold senior secured
Series C Notes in the aggregate principal amount of $500,000 to
the Lenders, and paid the Lenders a transaction fee of $10,000.

The Series C Notes bear interest, payable monthly, at a rate of
11.15 percent per annum and mature on Sept. 30, 2017.  In
addition, the Amendment requires the Company to (a) make
additional principal payments on the Series A Notes that were
previously sold to the Lenders under the SPA in the amount of
$250,000 on each of Jan. 31, 2014, and Feb. 28, 2014; and (b)
receive net proceeds from the sale of its equity securities of at
least $500,000 no later than Jan. 31, 2014.

                 About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $5.20 million in 2012, as
compared with a net loss of $4.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $26.67 million in total
assets, $29.71 million in total liabilities and a $3.03 million
total stockholders' deficit.

Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


GENIUS BRANDS: Files Corrected Copy of Letter to Shareholders
-------------------------------------------------------------
Genius Brands International, Inc., distributed a letter to
shareholders on Dec. 17, 2013.  The original letter that was
distributed contained an erroneous reference to "Captain America"
and should have referenced "Fantastic Four."  The reference has
been corrected.  Additionally, the letter includes the following
link:

https://share.mediasilo.com/#quicklink/FDBCA62FB08B6C089D22ECB594E
D2963

A copy of the Letter, as corrected, is available for free at:

                         http://is.gd/hKqIPQ

                         About Genius Brands

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

As of Sept. 30, 2013, the Company had $1.55 million in total
assets, $4.96 million in total liabilities and a $3.41 million
total stockholders' deficit.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $4.28 million on $1.56 million of total revenues as
compared with a net loss of $1.89 million on $4.30 million of
total revenues for the same period a year ago.


GETTY IMAGES: Bank Debt Trades at 7% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 93.23 cents-on-
the-dollar during the week ended Friday, December 27, 2013,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.64 percentage points from the previous week, The Journal
relates.  Getty Images pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 14, 2019.  The
bank debt carries Moody's B2 and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 204 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


GLOBAL AVIATION: Court Okays Hiring of Haynes & Boone as Attorneys
------------------------------------------------------------------
Global Aviation Holdings Inc. and its debtor-affiliates sought and
obtained permission from the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to employ Haynes and
Boone LLP as attorneys, nunc pro tunc to Nov. 12, 2013 petition
date.

The Debtors require Haynes and Boone to:

   (a) advise the Debtors of their rights, powers, and duties as a
       debtors-in-possession under the Bankruptcy Court;

   (b) perform all legal services for an on behalf of the Debtors
       that may be necessary or appropriate in the administration
       of this bankruptcy case and the Debtors' business;

   (c) advise the Debtors concerning, and assisting in, the
       negotiation and documentation of financing agreements and
       debt restructurings;

   (d) review the nature and validity of agreements relating to
       the Debtors' interests in real and personal property and
       advising the Debtors of their corresponding rights and
      obligations;

   (e) advise the Debtors concerning preference, avoidance,
       recovery or other actions that it may take to collect and
       to recover property for the benefit of the estate and its
       creditors, whether or not arising under Chapter 5 of the
       Bankruptcy Code;

   (f) prepare on behalf of the Debtors all necessary and
       appropriate applications, motions, pleadings, draft orders,
       notices, schedules, and other documents and reviewing all
       financial and other reports to be filed in this bankruptcy
       case;

   (g) advise the Debtors concerning, and preparing responses to,
       applications, motions, complaints, pleadings, notices, and
       other papers that may be filed and served in this
       bankruptcy case;

   (h) counsel the Debtors in connection with the formulation,
       negotiation, and promulgation of a plan of reorganization
       or liquidation and related documents;

   (i) work with and coordinate efforts among other professionals
       to attempt to preclude any duplication of effort among
       those professionals and to gude their efforts in the
       overall framework of Debtors' reorganization or
       liquidation;

   (j) work with professionals retained by other parties-in-
       interest in these bankruptcy cases to attempt to structure
       a consensual plan of reorganization, or other resolution
       for Debtors; and

   (k) perform additional legal services as may be required by the
       Debtors.

Haynes and Boone will be paid at these hourly rates:

       Kenric Kattner, Partner              $742.50
       Henry Flore, Partner                   $630
       Steven Buxbaum, Partner                $711
       Arthur Carter, Partner               $634.50
       Kourtney Lyda, Sr. Attorney            $540
       Abigail Ottmers, Of Counsel            $477
       Kelly Stephenson, Associate            $360
       Arsalan Muhammad, Associate            $333
       Ken Rusinko, Paralegal                 $243

Haynes and Boone will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Haynes and Boone has been paid $775,436.15 through the day prior
to the petition date as compensation for services rendered and
costs incurred for the one year period prior to the petition date.

Prior to the petition date, Haynes and Boone was paid $660,000 as
retainer by the Debtors for work to be performed in connection
with preparing to file the Chapter 11 cases.  Haynes and Boone
offset $234,531.85 against the retainer prior to the petition
date, leaving a balance of $425,468.15 (the "retainer").  Haynes
and Boone will hold the retainer in trust for th Debtors pending
furthr order of the Court.  Haynes and Boone was retained to
represent the Debtors on Aug. 30, 2013, as its restructuring and
bankruptcy counsel.

Kenric Kattner, Esq., partner of Haynes and Boone, 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.

Haynes and Boone can be reached at:

       Kenric Kattner, Esq.
       HAYNES AND BOONE LLP
       1221 McKinney St., Ste 2100
       Houston, TX 77010
       Tel: (713) 547-2000
       Fax: (713) 547-2600
       E-mail: kenric.kattner@haynesboone.com

                 About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.


GLOBAL AVIATION: Hires Imperial Capital as Financial Advisor
------------------------------------------------------------
Global Aviation Holdings Inc. and its debtor-affiliates ask for
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to employ Imperial Capital, LLC
as investment banker and financial advisor, nunc pro tunc to
Nov. 12, 2013, petition date.

The Debtors require Imperial Capital to:

   (a) analyze the Debtors' business, operations, properties
       Financial condition, competition, forecast, prospects and
       management;

   (b) assist in developing, evaluating, structuring and
       negotiating terms and conditions of a potential
       restructuring;

   (c) assist in the preparation of solicitation materials with
       respect to the existing claims and interest and any
       securities to be issued in connection with the
       restructuring;

   (d) advise on a proposed purchase price and form of
       consideration of a potential transaction;

   (e) assist in developing, evaluating, structuring and
       negotiating the terms and conditions of a potential
       transaction;

   (f) assist in the preparation of solicitation materials with
       respect to a potential transaction;

   (g) identification of and contacting selected buyers for a
       potential transaction;

   (h) assist in arranging for potential Buyers to conduct due
       diligence;

   (i) assist in developing, evaluating, structuring and
       negotiating the terms and conditions of a potential
       financing;

   (j) assist in the preparation of solicitation materials with
       respect to a potential financing;

   (k) identify and contact selected purchasers to participate in
       a potential financing;

   (l) assist in developing, evaluating, structuring and
       negotiating the terms and conditions of a potential
       financing; and

   (m) provide other services that may be requested by the Debtor
       from time to time.

Pursuant to the Engagement Agreement, Imperial Capital is entitled
to a monthly fee, starting in November, of $125,000 (the "Monthly
Advisory Fee").  The Monthly Advisory Fee for August, September
and October was $150,000 per month.

Pursuant to the Engagement Agreement, Imperial Capital is also
entitled to the following potential fees:

   (a) A fee of $1,250,000 at the closing of the Restructuring
       (the "Restructuring Transaction Fee").  The Debtors are
       entitled to a credit of 50% for the Monthly Advisory Fees,
       starting in November 2013, towards the Restructuring
       Transaction Fee.

   (b) A fee equal to the greater of $1,500,000 or 3% of the
       Transaction Consideration received by the Debtors pursuant
       to a Transaction, less $250,000 (the "M&A Transaction
       Fee").  The Debtors are entitled to a credit of 50% for the
       Monthly Advisory Fees, starting in November 2013, towards
       the M&A Transaction Fee.

   (c) A fee equal to two and 2.5% of the face or commitment
       amount of any Financing, excluding debtor-in-possession
       financing (the "Financing Fee").  The Debtors are entitled
       to a credit of 50% of the Financing Fee against either a
       Restructuring Transaction Fee or an M&A Transaction Fee, as
       and if applicable.

Imperial Capital will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Imperial Capital has previously received a general retainer of
$200,000 from the Debtors.  Prepetition, Imperial received
$575,000 in monthly advisory fees, covering the four months from
Jul. 26, 2103 through Nov. 26, 2013, and $22,574.98 in expense
reimbursement. Imperial Capital estimates it incurred an
additional $26,000 in out-of-pocket expenses prepetition that it
will apply against the retainer.

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

Imperial Capital can be reached at:

       Beau Roy
       IMPERIAL CAPITAL, LLC
       2000 Avenue of the Stars
       9th Floor, South Tower
       Los Angeles, CA 90067
       Tel: (310) 246-3700
       Fax: (310) 777-3000

                 About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.


GLOBAL AVIATION: Court Approves Hiring of Polsinelli as Co-Counsel
------------------------------------------------------------------
Global Aviation Holdings Inc. and its debtor-affiliates sought and
obtained authorization from the Hon. Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware to employ Polsinelli
PC as co-counsel, nunc pro tunc to Nov. 12, 2013 petition date.

The services of Polsinelli PC are necessary to enable the Debtors
to execute faithfully their duties as debtors and debtors in
possession.  The Debtors require Polsinelli PC to:

   (a) take all necessary action to protect and preserve the
       estates of the Debtors, including the prosecution of
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of disputes
       in which the Debtors are involved, and the preparation of
       objections to claims filed against the Debtors' estates;

   (b) provide legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their businesses and management of their
       properties;

   (c) negotiate, prepare, and pursue confirmation of a plan and
       approval of a disclosure statement;

   (d) prepare on behalf of the Debtors, as debtors in possession,
       necessary motions, applications, answers, orders, reports,
       and other legal papers in connection with the
       administration of the Debtors' estates;

   (e) appear in court and to protect the interests of the Debtors
       before this Court;

   (f) assist with any disposition of the Debtors' assets, by sale
       or otherwise;

   (g) review all pleadings filed in these cases; and

   (h) perform all other legal services in connection with these
       cases as may reasonably be required.

Polsinelli PC will be paid at these hourly rates:

       Christopher A. Ward, shareholder     $520
       Justin K. Edelson, associate         $320
       Jarrett K. Vine, associate           $285
       Lindsey M. Suprum, paralegal         $205
       Shareholder                        $250-$525
       Associates and Sr. Counsel         $175-$325
       Paraprofessionals                  $75-$205

Polsinelli PC will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the petition date, Polsinelli PC received a $50,000
retainer from the Debtors.  Polsinelli PC received the retainer as
payment in advance for services to be performed by Polsinelli PC.
On the petition date, Polsinelli PC issued a final prepetition
invoice to the Debtors and drew down the retainer amount of
$23,404.50 for services rendered on behalf of the Debtors.
Polsinelli PC currently retains an evergreen retainer in the
amount of $26,595.50.

Christopher A. Ward, Esq., managing shareholder of Polsinelli PC,
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.

Polsinelli PC can be reached at:

       Christopher A. Ward, Esq.
       POLSINELLI PC
       222 Delaware Avenue, Suite 1101
       Wilmington, DE 19801
       Tel: (302) 252-0920
       Fax: (302) 252-0921
       E-mail: cward@polsinelli.com

                 About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.


GLOBAL AVIATION: Taps WorldWide Aero as Consultants
---------------------------------------------------
Global Aviation Holdings Inc. and its debtor-affiliates seek
permission from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to employ WorldWide Aero
Consulting Services as consultants, nunc pro tunc to
Nov. 12, 2013, petition date.

The Debtors requires WorldWide Aero to render specialized
consulting services as needed throughout the Chapter 11 cases.
Generally, the consulting services that WorldWide Aero will render
may be summarized, in part, as follows:

   (a) provide input and assist in the Debtors' efforts to
       restructure and renegotiate the terms associated with the
       Debtors' aircraft leases.  Such services may include
       assisting in analyzing existing rent requirements and
       underlying financial structure associated with each lease,
       assisting the Debtors in developing proposals and other
       solutions to seek relief from or deferral of rent or
       maintenance supplemental rent obligations, security
       deposits, return conditions and other lease terms, and
       assisting the Debtors with the documentation of such
       restructuring of the Debtors' aircraft leases;

   (b) assist the Debtors with developing and executing an
       optimized engine shop visit plan to take advantage of
       maintenance reserve amounts and to potentially accelerate
       the return of spare engines currently under lease;

   (c) investigate the Debtors' aircraft leases, maintenance
       reserve balances and maintenance agreements to assist the
       Debtors with initiating discussions with the lessors to
       return any overage in the current maintenance reserves to
       the Debtors and reduce the amount of the maintenance
       reserve contribution on a going forward basis;

   (d) assist the Debtors with reducing or eliminating redelivery
       costs on any aircraft that will be returned to the relevant
       aircraft lessors as a result of rejection of the aircraft
       leases;

   (e) assist the Debtors, as needed, with renegotiating or
       replacing certain maintenance agreements; and

   (f) assist the Debtors with consolidation, restructuring and
       outsourcing of certain maintenance and operations services.

The Debtors have agreed to compensate WorldWide Aero with a flat
fee of $90,000 per month.

WorldWide Aero will also be reimbursed for reasonable out-of-
pocket expenses incurred.

WorldWide Aero has been paid $265,000 through the day prior to the
petition date as compensation for services rendered and costs
incurred for the one year period prior to the petition date.
WorldWide Aero has not received a retainer by the Debtors.

Michael Bata, chief executive officer of WorldWide Aero, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
hiring on Jan. 7, 2014, at 10:30 a.m.  Objections, if any, are due
Dec. 30, 2013, at 4:00 p.m.

WorldWide Aero can be reached at:

       Michael Bata
       WORLDWIDE AERO CONSULTING SERVICES
       Walker House 87 Mary St. George Town
       Grand Cayman, KY1-9002 Cayman Islands

                 About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.


GREEN FIELD ENERGY: Panel Hires Brown Rudnick as Co-Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Green Field
Energy Services, Inc. and its debtor-affiliates seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Brown Rudnick LLP as co-counsel to the
Committee, nunc pro tunc to Nov. 7, 2013.

The professional services to be rendered by Brown Rudnick to the
Committee will include:

   (a) assisting and advising the Committee in its discussions
       with the Debtors and other parties-in-interest regarding
       the overall administration of these cases;

   (b) representing the Committee at hearings to be held before
       this Court and communicating with the Committee regarding
       the matters heard and the issues raised as well as the
       decisions and considerations of this Court;

   (c) assisting and advising the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) reviewing and analyzing pleadings, orders, schedules, and
       other documents filed and to be filed with this Court by
       parties-in-interest in these cases; advising the Committee
       as to the necessity, propriety, and impact of the foregoing
       upon the Debtors' Chapter 11 cases; and consenting or
       objecting to pleadings or orders on behalf of the
       Committee, as appropriate;

   (e) assisting the Committee in preparing such applications,
       motions, memoranda, proposed orders, and other pleadings as
       may be required in support of positions taken by the
       Committee, including all trial preparation as may be
       necessary;

   (f) conferring with the professionals retained by the Debtors
       and other parties-in-interest, as well as with such other
       professionals as may be selected and employed by the
       Committee;

   (g) coordinating the receipt and dissemination of information
       prepared by and received from the Debtors' professionals,
       as well as such information as may be received from
       professionals engaged by the Committee or other parties-in-
       interest in these cases;

   (h) participating in such examinations of the Debtors and other
       witnesses as may be necessary in order to analyze and
       determine, among other things, the Debtors' assets and
       financial condition, whether the Debtors have made any
        avoidable transfers of property, or whether causes of
       action exist on behalf of the Debtors' estates;

   (i) negotiating and formulating a plan of reorganization for
       the Debtors or other resolution of these Chapter 11 cases;
       and

   (j) assisting the Committee generally in performing such other
       services as may be desirable or required for the discharge
       of the Committee's duties pursuant to Bankruptcy Code
       Section 1103.

Brown Rudnick will be paid at these hourly rates:

       Robert J. Stark               $1,155
       Howard L. Siegel              $1,060
       Sunni P. Beville              $790
       Attorney                      $400-$1,190
       Paraprofessional              $315-$370

Brown Rudnick will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Robert J. Stark, Esq., member of Brown Rudnick, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Jan. 7, 2014, at 3:00 p.m.  Objections, if any, are
due Dec. 30, 2013, at 4:00 p.m.

Brown Rudnick can be reached at:

       Robert J. Stark, Esq.
       BROWN RUDNICK LLP
       Seven Times Square
       New York, NY 10036
       Tel: (212) 209-4800
       Fax: (212) 209-4801
       E-mail: rstark@brownrudnick.com

                    About Green Field Energy

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

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

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

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

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

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


GREEN FIELD ENERGY: Panel Taps Conway MacKenzie as Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Green Field
Energy Services, Inc. and its debtor-affiliates, seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Conway MacKenzie, Inc. as financial advisor to
the Committee, nunc pro tunc to Nov. 11, 2013.

The Committee requires Conway MacKenzie to:

   (a) assist in the analysis, review and monitoring of the
       restructuring process, including, but not limited to an
       assessment of potential recoveries for general unsecured
       creditors;

   (b) assist in the review of financial information prepared by
       the Debtors, including, but not limited to, cash flow
       projections and budgets, business plans, cash receipts and
       disbursement analysis, asset and liability analysis, and
       the economic analysis of proposed transactions for which
       Court approval is sought;

   (c) assist with the review of the Debtors' analysis of core and
       non-core business assets and the potential disposition or
       liquidation of the same;

   (d) assist with review of any tax issues associated with, but
       not limited to, preservation of net operating losses,
       refunds due to the Debtors, plans of reorganization and
       asset sales;

   (e) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan and
       related disclosure statement in these Chapter 11
       proceedings;

   (f) attend meetings and assist in discussions with the Debtors,
       potential investors, banks, other secured lenders, the
       Committee and any other official committees organized in
       these Chapter 11 proceedings, the U.S. Trustee, other
       parties in interest and professionals hired by the same, as
       requested;

   (g) assist in the review of financial related disclosures
       required by the Court, including the Schedules of Assets
       and Liabilities, the Statement of Financial Affairs and
       Monthly Operating Reports;

   (h) assist with the review of the Debtors' cost/benefit
       analysis with respect to the affirmation or rejection of
       various executory contracts and leases;

   (i) assist in the evaluation, analysis, and forensic
       investigation of avoidance actions, including fraudulent
       conveyances and preferential transfers and certain
       transactions between the Debtors and affiliated entities;

   (j) assist in the prosecution of Committee responses/objections
       to the Debtors' motions, including attendance at
       depositions and provision of expert reports/testimony on
       case issues as required by the Committee; and

   (k) render other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in this proceeding.

Conway MacKenzie will be paid at these hourly rates:

       John T. Young, Jr., Sr. Managing Director   $695
       Paraprofessional                            $200
       Senior managing Director                    $695

Conway MacKenzie will also be reimbursed for reasonable out-of-
pocket expenses incurred.

John T. Young, Jr., senior managing director of Conway MacKenzie,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Court for the District of Delaware will hold a hearing on the
application on Jan. 7, 2014, at 3:00 p.m.  Objections, if any, are
due Dec. 30, 2013, at 4:00 p.m.

Conway MacKenzie can be reached at:

       John T. Young, Jr.
       CONWAY MACKENZIE, INC.
       1301 McKinney, Suite 2025
       Houston, TX 77010
       Tel: (713) 650-0500
       Fax: (713) 650-0502
       E-mail: JYoung@ConwayMacKenzie.com

                    About Green Field Energy

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

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

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

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

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

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


GREEN FIELD ENERGY: Panel Hires Womble Carlyle as Co-Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Green Field
Energy Services, Inc. and its debtor-affiliates asks for
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Womble Carlyle Sandridge & Rice, LLP as
Delaware co-counsel to the Committee, nunc pro tunc to Nov. 12,
2013.

The Committee requires Womble Carlyle to:

   (a) assist and advise the Committee in its discussions with the
       Debtors and other parties-in-interest regarding the overall
       administration of these cases;

   (b) represent the Committee at hearings to be held before this
       Court and communicate with the Committee regarding the
       matters heard and the issues raised as well as the
       decisions and considerations of this Court;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) review and analyze pleadings, orders, schedules, and other
       documents filed and to be filed with this Court by parties-
       in-interest in these cases; advise the Committee as to the
       necessity, propriety, and impact of the foregoing upon the
       Debtors' Chapter 11 cases; and consenting or objecting to
       pleadings or orders on behalf of the Committee, as
       appropriate;

   (e) assist the Committee in preparing such applications,
       motions, memoranda, proposed orders, and other pleadings as
       may be required in support of positions taken by the
       Committee, including all trial preparation as may be
       necessary;

   (f) confer with the professionals retained by the Debtors and
       other parties-in-interest, as well as with such other
       professionals as may be selected adn employed by the
       Committee;

   (g) coordinate the receipt and dissemination of information
       prepared by and received from the Debtors' professionals,
       as well as such information as may be received from
       professionals engaged by the Committee or other parties-in-
       interest in these cases;

   (h) participate in such examinations of the Debtors adn other
       witnesses as may be necessary in order to analyze and
       determine, among other things, the Debtors' assets and
       financial condition, whether the Debtors have made any
       avoidable transfers of property, or whether causes of
       action exist on behalf of the Debtors' estates;

   (i) negotiate and formulate a plan of reorganization for the
       Debtors or other resolution of these Chapter 11 cases; and

   (j) assist the Committee generally in performing other services
       as may be desirable or required for the discharge of the
       Committee's duties pursuant to Bankruptcy Code Section
       1103.

Womble Carlyle will be paid at these hourly rates:

       Steven K. Kortanek               $655
       Kevin J. Mangan                  $525
       Morgan Seward                    $325
       Members of the Firm           $315-$675
       Of Counsel                    $300-$500
       Associates                    $200-$445
       Senior Counsel                $350-$375
       Counsel                       $250-$430
       Paralegals                    $100-$270

Womble Carlyle will also be reimbursed for reasonable out-of-
pocket expenses incurred.

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

The Court for the District of Delaware will hold a hearing on the
application on Jan. 7, 2014, at 3:00 p.m.  Objections, if any, are
due Dec. 30, 2013, at 4:00 p.m.

Womble Carlyle can be reached at:

       Steven K. Kortanek, Esq.
       WOMBLE CARLYLE SANDRIDGE & RICE, LLP
       222 Delaware Avenue, Suite 1501
       Wilmington, DE 19801
       Tel: (302) 252-4363
       Fax: (302) 661-7728
       E-mail: skortanek@wcsr.com

                    About Green Field Energy

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

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

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

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

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

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


HAWKER BEECHCRAFT: Textron in $1.4 Billion Deal to Acquire Firm
---------------------------------------------------------------
Jon Ostrower and John Kell, writing for The Wall Street Journal,
reported that Textron Inc. agreed to pay $1.4 billion to acquire
Beechcraft Corp., a deal that would combine the small U.S. plane
maker into an industrial conglomerate that also produces Cessna
planes and Bell helicopters.

According to the report, the planned acquisition comes 10 months
after Beechcraft exited Chapter 11 bankruptcy protection under the
control of several hedge funds that converted their debt into
equity, including Bain Capital's Sankaty Advisors, Angelo Gordon &
Co. and Centerbridge Partners.  The bankruptcy filing last year
was prompted by a prolonged slump in sales and a heavy debt load
following a leveraged buyout in 2007.

The deal unites two of the best-known makers of small business
aircraft, demand for which collapsed in the global recession, the
report related.  Textron's Cessna unit and Beechcraft, both based
in Wichita, Kan., each have made deep job cuts and shrunk
production in recent years in response to the slump.

In 2012, an attempted buyout in bankruptcy of Beechcraft by
Superior Aviation Beijing Co. of China for $1.79 billion collapsed
amid concern the deal wouldn't pass a review by a U.S. government
panel, the report said.  After that, Beechcraft ceased production
of its jet models to focus on smaller propeller-driven aircraft
used for private use, defense applications and special missions
like search-and-rescue.  The company, formerly known as Hawker
Beechcraft Inc., also began trying to sell assets?including its
Hawker business jet unit and the Hawker brand.

Providence, R.I.-based Textron, which had $12.2 billion in revenue
last year, has been strengthening its balance sheet, reducing its
exposure to deals not tied to its core industrial businesses, the
report further related.  The high-margin Bell Helicopter unit has
been buoying earnings, helped by a strong commercial market and
fresh orders for the V-22 military helicopter produced in
cooperation with Boeing Co.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HERCULES OFFSHORE: Files Fleet Status Report as of Dec. 18
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site its fleet status
report as of Dec. 18, 2013.  A copy of the Fleet Status Report is
available for free at http://is.gd/RrLHVf

                       About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at Sept. 30, 2013, showed $2.40
billion in total assets, $1.48 billion in total liabilities and
$922.37 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HERCULES OFFSHORE: Receives $50 Million From Insurers
-----------------------------------------------------
Hercules Offshore, Inc., received payment from its insurance
underwriters for a previously-disclosed damage to its Hercules 265
jackup drilling rig.  The Company's insurance underwriters
determined that the Rig is a constructive total loss, and the
Company received gross insurance proceeds of $50 million.  As a
result of this insurance collection, the Company anticipates
recording an insurance gain of approximately $31 million in the
fourth quarter 2013.  The Company and its insurance underwriters
continue to negotiate the insurance recovery amounts for costs
related to the salvage of the Rig and certain other insured
losses.

On Dec. 20, 2013, the Company closed the sale of its Hercules 170
jackup drilling rig for a purchase price of $8.3 million.  As a
result of the sale, the Company expects to record an impairment
charge of approximately $12 million in the fourth quarter 2013.

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $127 million in 2012, a net loss
of $76.12 million in 2011, and a net loss of $134.59 million in
2010.  The Company's balance sheet at Sept. 30, 2013, showed $2.40
billion in total assets, $1.48 billion in total liabilities and
$922.37 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HERON LAKE: Issues Newsletter to Shareholders
---------------------------------------------
Heron Lake BioEnergy, LLC, published and sent a newsletter to its
unit holders on or about Dec. 20, 2013.  The newsletter includes
the Company's estimate of tax liability of the Company's members
for the Company's tax year ending Dec. 31, 2013.  The newsletter
is available for free at http://is.gd/PT6f5T

                          About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

In its report on the Company's financial statements for the fiscal
year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co.
P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses due to difficult market conditions and the
impairment of long-lived assets.  "The Company is out of
compliance with its master loan agreement and is operating under a
forbearance agreement whereby the Company agreed to sell
substantially all of its assets."

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, as compared with net income of $543,017 for
the year ended Oct. 31, 2011.  The Company's balance sheet at
July 31, 2013, showed $60.75 million in total assets, $35.47
million in total liabilities and $25.27 million total members'
equity.

                         Bankruptcy Warning

At Jan. 31, 2013, the Company's total indebtedness to AgStar was
approximately $41.1 million.  All of the Company's assets and real
property are subject to security interests and mortgages in favor
of AgStar as security for the obligations of the master loan
agreement.  The Company's failure to pay any required installment
of principal or interest or any other amounts payable under the
Company's Term Loan or Term Revolving Loan or the Company's
failure to perform or observe any covenant under the Sixth Amended
and Restated Master Loan Agreement would result in an event of
default, entitling AgStar to accelerate and declare due all
amounts outstanding under the Company's Term Loan and its Term
Revolving Loan.

"Upon the occurrence of any one or more Events of Default, as
defined under the Sixth Amended and Restated Forbearance
Agreement, including failure to observe any of the financial or
affirmative covenants...AgStar may accelerate all of our
indebtedness and may seize the assets that secure our
indebtedness, causing us to lose control of our business.  We may
also be forced to sell our assets, restructure our indebtedness,
submit to foreclosure proceedings, cease operations or seek
bankruptcy or reorganization protection," according to the
Company's quarterly report for the three months ended Jan. 31,
2013.


ICTS INTERNATIONAL: Incurs $1.8 Million Net Loss in H1 2013
-----------------------------------------------------------
ICTS International N.V. reported a net loss of $1.88 million on
$57.27 million of revenue for the six months ended June 30, 2013,
sa compared with a net loss of $4.27 million on $47.14 million of
revenue for the same period a year ago.

As of June 30, 2013, the Company had $26.33 million in total
assets, $64.99 million in total liabilities and a $38.65 million
total shareholders' deficit.

"The Company has a working capital deficit and a history of
recurring losses from continuing operations and negative cash
flows from continuing operations.  As of June 30, 2013 and
December 31, 2012, the Company has a working capital deficit of
$8,985 and $10,307, respectively.  During the periods ended June
30, 2013 and 2012, the Company incurred losses from continuing
operations of $3,871 and $3,291, respectively.  Collectively,
these factors raise substantial doubt about the Company's ability
to continue as a going concern," the Company said in the Report.

A copy of the Form 6-K is available for free at:

                        http://is.gd/Ge4Udy

                     About ICTS International

ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.

ICTS specializes in the provision of aviation security and other
aviation services.  Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.

ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.

In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.

ICTS International incurred a net loss of US$9.01 million in 2012,
a net loss of US$2.14 million in 2011 and a net loss of US$8.12
million in 2010.

Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has a history of recurring losses from continuing
operations, negative cash flows from operations, working capital
deficit, and is in default on its line of credit arrangement in
the United States as a result of the violation of certain
financial and non-financial covenants.  Collectively, these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


IMPULSE LLC: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Impulse, LLC
        1634 Independence Avenue, SE
        Washington, DC 20003

Case No.: 13-00791

Chapter 11 Petition Date: December 27, 2013

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: Hon. Martin S. Teel, Jr.

Debtor's Counsel: Kim Yvette Johnson, Esq.
                  LAW OFFICES OF KIM Y. JOHNSON
                  P.O. Box 643
                  Laurel, MD 20725
                  Tel: (443) 838-3614
                  Fax: 410-332-8033
                  Email: kimyjcounsel@aol.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dean Smothers, authorized individual.

The Debtor listed Eagle Bank as its largest unsecured creditor
holding a claim of $6,800,000.


INDIGO-ENERGY INC: Court OKs Settlement in "Miller" Litigation
--------------------------------------------------------------
As previously disclosed, the Superior Court of the State of New
Jersey, Chancery Division-General Equity, for the County of Essex,
issued an order in the matter of Jeffrey S. Chiesa, Attorney
General of New Jersey on behalf of Abbe R. Tiger, Chief of the New
Jersey Bureau of Securities, v. Everett Charles Ford Miller, et
al., and Carr Miller Care Limited Liability Company, et al.,
appointing Richard W. Barry as receiver for Indigo-Energy, Inc.

On July 29, 2013, Indigo, the Indigo Receiver, Carr Miller
Capital, LLC, Michael P. Pompeo, the Court appointed Receiver for
Carr Miller, New Hope Partners, LLC, and certain of Indigo's
shareholders entered into a settlement agreement which was subject
to court approval.  The Settlement Agreement was presented to the
Court on July 31, 2013.  On Oct. 3, 2013, the Court issued an
order approving the Settlement Agreement.

Pursuant to the Order:

   (a) the Newco Payment will be paid to and held by the Carr
       Miller Receiver in the receivership estate of Carr Miller
       Capital LLC, pending further order of the Court;

   (b) the Carr Miller Receiver and the Indigo Receiver are
       authorized to exchange the Releases as set forth in
       Paragraph 9 of the Master Settlement Agreement;

   (c) the transfer and assignment of the Assigned Claims from the
       Indigo Receiver to the Carr Miller Receiver is authorized
       and approved;

   (d) the Carr Miller Receiver is authorized, but not directed,
       to prosecute the Assigned Claims;

   (e) Indigo's transfer agent, Continental Stock Transfer & Trust
       Company, is authorized and directed to transfer and/or
       reissue the Carr Miller Shares in accordance with Schedule
       A annexed to the Order;

   (f) the Nov. 1, 2012, order appointing a Receiver for Indigo is
       vacated;

   (g) the Indigo Receiver is discharged as a Receiver for Indigo;

   (h) the Indigo Receiver is awarded fees and reimbursement of
       expenses in the amount of $25,000 for the period of Feb. 4,
       2011, to the close of the Indigo receivership; and

   (i) the Carr Miller receiver is authorized to pay the sum of
       $25,000 to the Indigo Receiver, Richard W. Barry.

                        President Appointment

James C. Walter Sr., age 70, was appointed by the sole remaining
Director of Indigo-Energy, Inc. (IDGG) on Oct. 18, 2013, to the
offices of president, secretary, and sole director, all of which
to serve until replaced by the Board of Directors.  Mr. Walter has
had a 30 year career as an independent insurance broker and is a
shareholder of IDGG.  Walter Insurance Agency, Inc., was owned and
operated by Mr. Walter for 30 years before the company was sold in
2001. Since 2001, Mr. Walter has served as a business consultant.
Additionally, Mr. Walter is a member of New Hope Partners LLC,
also a shareholder of IDGG.  Mr. Walter has assumed the duties as
identified primarily in an interim capacity while the company goes
through a restructuring and efforts to become filing and reporting
current.  In these capacities he has agreed to serve without
remuneration or compensation of any kind other than reimbursement
of out-of-pocket expenses relating to the execution of his duties.

On Oct. 18, 2013, Indigo-Energy accepted the resignation of Brad
Hoffman from the Company's Board of Directors.  The resignation of
Mr. Hoffman did not involve a disagreement with the Company or any
matter relating to the Company's operations, policies or
practices.

                        About Indigo-Energy

Henderson, Nev.-based Indigo-Energy, Inc., is an independent
energy company, currently engaged in the exploration of natural
gas and oil.

The Company's balance sheet at Sept. 30, 2010, showed
$5.05 million in total assets, $11.35 million in total
liabilities, and a stockholders' deficit of $6.30 million.

Mark Bailey & Company, Ltd., in Reno, Nevada, expressed
substantial doubt about Indigo-Energy's ability to continue as a
going concern, following the Company's 2009 results.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a net capital deficiency.

Indigo-Energy previously notified the U.S. Securities and
Exchange Commission that it could not file its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2010, within the time
prescribed.  On April 14, 2011, the Company informed the SEC that
it was unable to file its annual report within the extension
period due to financial constraints that prohibit the Company from
completing that Report.


INFINITY ENERGY: Amegy to Swap Pref. Shares for Common Shares
-------------------------------------------------------------
Infinity Energy Resources, Inc., entered into a Stock Exchange
Agreement with Amegy Bank, N.A., under which Amegy will exchange
130,000 shares of Series A Preferred Stock of the Company that it
owns for 3,250,000 shares of Common Stock of the Company.  Each
share of Series A Preferred had a price of $100.  Amegy also
agreed to receive an additional 341,250 shares of Common Stock for
$1,365,000, the amount of the accrued and unpaid dividends on the
Series A Preferred.  As a result the Company will issue a total of
3,591,250 new shares of Common Stock.  The Common Stock to be
issued in these transactions is valued at $4.00 per share.  The
transactions are expected to close before the end of December.

The exchange of the Series A Preferred for Common Stock will
cancel the Series A Preferred and thus eliminate any future
dividend accrual and liquidation preferences that the Series A
Preferred had over the outstanding shares of Common Stock.  In
addition, all super majority voting rights that were attributable
to the Series A Preferred will be terminated in connection with
the cancellation of the Series A Preferred.  Amegy will retain
certain registration rights under the Investor Rights Agreement
between the parties.

                      About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $4.77 million in total assets, $5.74 million in total
liabilities, $15.17 million in redeemable, convertible preferred
stock, and stockholders' deficit of $16.15 million.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


INTELLICELL BIOSCIENCES: Issues 27 Million Shares to Hanover
------------------------------------------------------------
Intellicell Biosciences, Inc., issued and delivered to Hanover
another 27,000,000 additional settlement shares pursuant to the
terms of the Settlement Agreement approved by the Supreme Court of
the State of New York, County of New York, in the matter entitled
Hanover Holdings I, LLC, v. Intellicell Biosciences, Inc., Case
No. 651709/2013.

On May 21, 2013, the Supreme Court of the State of New York,
County of New York, entered an order approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement between
Intellicell and Hanover.  Hanover commenced the Action against the
Company on May 10, 2013, to recover an aggregate of $706,765 of
past-due accounts payable of the Company, plus fees and costs.
The Order provides for the full and final settlement of the Claim
and the Action.

As previously disclosed, on May 23, 2013, the Company issued and
delivered to Hanover 8,500,000 shares of the Company's common
stock, $0.001 par value.

As previously disclosed, between June 17, 2013, and Aug. 7, 2013,
the Company issued and delivered to Hanover an aggregate of
43,466,171 Additional Settlement Shares pursuant to the terms of
the Settlement Agreement approved by the Order.

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell disclosed a net loss of $4.15 million on $534,942 of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $32.83 million on $99,192 of revenues during the prior
year.  The Company's balance sheet at June 30, 2013, showed $3.70
million in total assets, $10.57 million in total liabilities and a
$6.86 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP stated in their report
that the Company's financial statements for the fiscal years ended
Dec. 31, 2012, and 2011, were prepared assuming that the Company
would continue as a going concern.  The Company's ability to
continue as a going concern is an issue raised as a result of the
Company's recurring losses from operations and its net capital
deficiency.  The Company continues to experience net operating
losses.  The Company's ability to continue as a going concern is
subject to its ability to generate a profit.


INT'L FOREIGN EXCHANGE: Claims Bar Date Set for Jan. 31
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set Jan. 31, 2014, at 5:00 p.m. as the deadline for parties,
excluding governmental units, to file proofs of claim against
International Foreign Exchange Concepts Holdings Inc.

The Court set April 21, 2014, at 5:00 p.m. as the deadline for
governmental units to file a proof of claim.

               About International Foreign Exchange

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

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

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

International Foreign Exchange Concepts Holdings Inc., the parent
of investment adviser FX Concepts LLC, sold assets for
$7.48 million to Ruby Commodities Inc., at an auction held
Nov. 25, 2013.  The sale was an old-fashioned auction with the
assets first offered in six lots and then in bulk.  The piecemeal
auction fetched combined bids of $3.38 million.  When the assets
were offered in bulk, Ruby came out on top with an offer of $7.48
million, which the bankruptcy court in New York approved Nov. 26.


JEFFERSON COUNTY, AL: Admin. Claims Bar Date Set for Jan. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama,
Southern Division, confirmed the Chapter 9 Plan of Adjustment for
Jefferson County, Alabama, in an order dated Nov. 22, 2013.  The
Plan was declared effective Dec. 3, 2013.

Pursuant to the Plan and the Confirmation Order, motions for
payment of Administrative Claims, except with respect to
Professional Fee Claims or as otherwise agreed in writing by the
County, must be filed with the Bankruptcy Court and served on the
County no later than Jan. 31, 2014.

The County or any other party in interest may file an objection to
any such motion for payment of Administrative Claims within 60
calendar days after the expiration of the Administrative Claims
Bar Date, unless such time period for filing such objection is
extended by the Bankruptcy Court.

All executory contracts and unexpired leases that the County
entered into on or before the Petition Date that (i) have not been
previously assumed or rejected by the County and (ii) are not set
forth on the Schedule of Assumed Agreements pursuant to the
confirmed Plan, have been rejected on and as of the Effective
Date.  Any Rejection Damage Claim or other Claim for damages
solely arising from the rejection under the Plan of an executory
contract or unexpired lease must be Filed and served on the County
no later than Jan. 2, 2014.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of
78 percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid
$1.84 billion through a refinancing, according to a term sheet.
The settlement calls for JPMorgan Chase & Co., the owner of
$1.22 billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash.  If they elect to waive claims against
JPMorgan and bond insurers, they receive 80 percent in cash.
Bondholders supporting the plan already agreed to waive claims and
receive the larger recovery.  Existing sewer bonds will be
canceled in exchange for payments under the plan.  The county will
fund plan distributions by selling new sewer bonds calculated to
generate $1.96 billion to cover the $1.84 billion earmarked for
existing sewer bondholders.  JPMorgan has agreed to waive $842
million of the sewer debt and a $657 million swap debt, resulting
in an 88 percent overall write off by JPMorgan.  To finance the
new sewer bonds, there will be 7.4 percent in rate increases for
sewer customers in each of the first four years.  In later years,
rate increases will be 3.5 percent.

On Aug. 7, 2013, the Court approved the disclosure statement
explaining the Chapter 9 Plan of Adjustment for Jefferson County,
Alabama (Dated July 29, 2013).


JEFFERSON COUNTY, AL: S&P Raises School Warrants Rating From 'D'
----------------------------------------------------------------
Standard & Poor's Ratings Services, on Dec. 20, 2013, raised its
rating on Jefferson County, Ala.'s series 2004A, 2005A-1, 2005A-2,
2005A-3, 2005A-4, and 2005B limited obligation school warrants to
'BBB' from 'D'.  The outlook is stable. "Our rating action is
based on our revised view of amendments to documents governing the
warrants as the county emerged from bankruptcy," said Standard &
Poor's credit analyst Brian Marshall.  "We believe that the
document amendments did not result in a distressed exchange
between the county and its creditors for these warrants. Moreover,
the county has honored and continues to honor its obligation to
warrant holders," added Mr. Marshall.

S&P's 'BBB' rating reflects its view of the following credit
factors:

   -- The region's broad and diverse economy, with the county
      participating in the Birmingham-Hoover metropolitan
      statistical area;

   -- Sales tax revenue growth of 6.9% for fiscal 2012 and a
      combined 14.4% since 2010, after revenues declined by 11.9%
      in fiscal 2009;

   -- Coverage of maximum annual debt service, which occurs in
      2017, of 1.2x by 2012 revenues;

   -- Variable-rate debt of approximately $246.6 million
      accounting for about 34% of total outstanding parity debt;
      and

   -- A closed lien precluding the issuance of additional debt, a
      debt service reserve that has been fully funded with cash,
      and a closed flow of funds with excess revenues required to
      be used for mandatory redemptions.

The stable outlook reflects S&P's expectation that neither sales
tax revenue declines, nor changes in the interest rate on the
2005A-1, 2005A-2, 2005A-3, 2005A-4, and 2005B limited obligation
school warrants will cause a material decline in coverage from
current levels.  For this reason, S&P do not expect to change the
rating within the one year outlook horizon.  However, if
increasing interest rates or tax revenue declines materially
decrease coverage levels, the rating could be lowered.
Conversely, if future mandatory redemptions reduce the outstanding
warrant's variable-rate exposure, or if coverage increases
significantly, S&P could raise the rating.

S&P previously lowered its ratings on the six series of warrants
to 'D' from 'B.'  On that rating action, Standard & Poor's credit
analyst Brian Marshall said, "We believe there was a distressed
exchange between the county and its creditors for these warrants
and that the county did not honor its original agreement to
warrant holders.  In our view, the distressed exchange occurred
when the county emerged from bankruptcy on Dec. 3, 2013.  At that
time, the series 2004A and multiple series 2005A and 2005B
warrants became governed by a materially different indenture, with
reduced payments to bondholders."

In S&P's opinion, the modifications made to the indenture create
materially different obligations from the debt S&P rated under the
prior indenture.  The county's current 2004A, 2005A1-4, and 2005B
warrants under the post-bankruptcy indenture are not currently
rated by Standard & Poor's.


KIDSPEACE CORP: Files Plan to Settle $100 Million in Claims
-----------------------------------------------------------
Stephanie Gleason, writing for DBR Small Cap, reported that
KidsPeace Corp., the operator of a psychiatric hospital and
residential treatment centers for children, filed a plan of
reorganization that includes a settlement of $100 million in
potential liability owed to the Pension Benefit Guarantee Corp.

According to the proposed plan of reorganization, filed with the
U.S. Bankruptcy Court in Philadelphia, KidsPeace would pay the
PBGC $13.5 million to settle what the federal agency claims is a
$100 million shortfall in its terminated pension plan, the report
related.  KidsPeace won a "distress termination" agreement from
PBGC, which will move the duty to pay retirees off its balance
sheet.

The settlement pays $450,000 in cash up front to the PBGC, the
report said.  The remaining $13.05 million will be paid with an
interest-free note, under which KidsPeace will make $225,000
payments quarterly.

According to the report, KidsPeace negotiated the terms of a deal
with bondholders, owed $56.7 million, prior to filing for
bankruptcy.  Under KidsPeace's plan, bondholders would receive
roughly $4.5 million in cash and 30-year bonds worth $25.1
million. It is also issuing an additional $15 million in interest-
free bonds to bondholders, due in 30 years.

Unsecured creditors, owed $2.5 million, can take either a 15%
payment made in three installments or up to $1,000 in cash
immediately, the report added.

                       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.


LDK SOLAR: Submits Proposals to Offshore Creditors
--------------------------------------------------
LDK Solar Co., Ltd. on Dec. 27 disclosed that it executed
confidentiality agreements in December 2013 with certain
unaffiliated holders of the Renminbi-denominated US$-settled 10%
Senior Notes due 2014 issued by LDK Solar, to facilitate
discussions with the Holders concerning LDK Solar's potential
restructuring of its offshore liabilities.  Pursuant to the terms
of the Confidentiality Agreements, LDK Solar agreed that it would,
immediately following the expiry of a period of time agreed with
the Holders, disclose publicly the discussions between LDK Solar
and the Holders and other confidential information concerning LDK
Solar that was disclosed to the Holders.  The information included
in this announcement is being furnished to satisfy LDK Solar's
public disclosure obligations under the Confidentiality
Agreements.

                    Discussions with Holders

As a part of an ongoing liability management program commenced in
September 2013, LDK Solar has explored ways to restructure its
highly leveraged balance sheet and reduce its significant cash
flow requirements.  Following execution of the Confidentiality
Agreements, LDK Solar and the Holders have further discussed LDK
Solar's capital structure and various restructuring options
proposed by LDK Solar in an effort to achieve a consensual
restructuring and to prevent or forestall a liquidity crisis.  For
the purpose of these discussions, LDK Solar has provided the
Holders with the following draft restructuring proposal setting
out two options for the Holders, an exchange of securities or a
cash-out:

Exchange of Securities

Claim: Senior Notes principal plus accrued interest through
June 3, 2013

Equity: 8.736% of the claim to be paid in LDK Solar ordinary
shares at US$1.586 per share, subject to lock-up

Convertible Bonds: Remaining 91.264% of the claim to be paid in
convertible bonds to be issued by LDK Solar with the following
principal terms, subjectto feasibility discussions among advisors:

                           - Rate. 90% of Shanghai Inter-Bank
Offered Rate ("SHIBOR") fixed at issuance; payable-in-kind ("PIK")
by crediting or adding the interest installment to the then
outstanding principal amount or in LDK Solar ordinary shares at
option of bondholders

                           - Term. December 31, 2018, to be cross-
defaulted if holders of convertible notes exchanged by holders of
Series A Redeemable Convertible Preferred Shares of LDK Silicon &
Chemical Technology Co., Ltd. fail to elect at maturity on June 3,
2016 to either extend their convertible notes, or receive LDK
Solar ordinary shares in lieu thereof, or a combination of both

                           - Conversion Feature. Exercise price of
the convertible bonds will be (i) US$20 per share through the
earlier of March 31, 2015 or one year from the issuance, (ii) the
volume weighted average price ("VWAP") for the 20-trading-day
period prior to conversion during the first one-year period
thereafter, with the conversion limited to 25% of the aggregate
principal amount of the convertible bonds during the year and to
10% of the aggregate principal amount of the convertible bonds
during any quarter in the year, and (iii) thereafter, the VWAP for
the 20-trading-day period prior to conversion without any
limitation on the amount of conversion

Cash-out
Claim: Senior Notes principal plus accrued interest through
December 31, 2013
Cash-out: US$.20 per each US$1.00 of claim

LDK Solar has discussed the terms of the Proposal with holders of
approximately 40% in aggregate principal amount of the outstanding
Senior Notes and their financial and legal advisors.  But the
Holders have not signed any agreement with LDK Solar to
memorialize any agreed restructuring terms, and the negotiations
are continuing.  Unless and until the Holders execute a
restructuring support agreement with LDK Solar incorporating the
terms of the Proposal, they are not contractually bound to support
and consummate the Proposal and may continue trading in the Senior
Notes, subject to applicable laws.

LDK Solar intends to continue discussions with the Holders on the
terms of the restructuring support agreement.  There can be no
guarantee, however, that LDK Solar will successfully negotiate any
restructuring support agreement or, if a restructuring support
agreement has been reached, that it will reflect the terms of the
Proposal, or achieve all or any of the stated objectives of the
proposed restructuring.

                         About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LEHMAN BROTHERS: MSHDA Lauds Ruling on Interest Rate Swaps
----------------------------------------------------------
The Michigan State Housing Development Authority (MSHDA) on
Dec. 27 issued a statement regarding the recent court decision in
the Lehman Brothers Holdings Inc. Et Al vs. MSHDA case presently
being litigated in the United States Bankruptcy Court for the
Southern District of New York:

"We are pleased with the conclusions reached by the bankruptcy
court and look forward to resolving the remaining few issues with
Lehman," stated Scott Woosley, executive director of MSHDA.

In his decision to grant MSHDA partial summary judgment, U.S.
Bankruptcy Judge James M. Peck held, as MSHDA has maintained
throughout the dispute, that the Bankruptcy Code's "safe harbor"
provisions apply to the procedures MSHDA followed in closing out
various interest rate swap agreements it had entered with Lehman
Brothers.  "I especially want to acknowledge the work of several
MSHDA staff members, including Jeff Sykes, Director of Finance,
Clarence Stone, Director of Legal Affairs and Chris LaGrand, Chief
Housing Investment Officer," Mr. Woosley said.  "I also greatly
appreciate the advice of the Special Assistant Attorney Generals
of the WilmerHale law firm and the Michigan Department of Attorney
General.  Their collective understanding of not only a complex
financial tool but also the labyrinth of the bankruptcy law was
instrumental in resolving this case."

The bankruptcy court's decision validates the position to which
MSHDA has adhered since the onset of the dispute between the
parties.  Namely, MSHDA believes that following Lehman's
bankruptcy, it properly calculated the settlement amount and made
appropriate payments to the Lehman parties.

A copy of the full decision is available at http://is.gd/yOVDzC

                      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).


LEHR CONSULTANTS: Jan. 31 Set as Claims Bar Date
------------------------------------------------
The Bankruptcy Court set Jan. 31, 2014, at 5:00 p.m. as the
deadline for creditors other than a governmental entity to file
proofs of claim against Lehr Consultants International LLC.

The Court set May 6, 2014, at 5:00 p.m., as the deadline for
government entities to file proofs of claim against the Debtor.

Lehr Consultants International LLC, based in New York, filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-13651) on
Nov. 7, 2013.  Tracy L. Klestadt, Esq., and Maeghan J. McLoughlin,
Esq., at Klestadt & Winters LLP, serve as counsel to Lehr.  The
Company disclosed total assets of $6.4 million and total
liabilities of $1.6 million.  The petition was signed by Valentine
A. Lehr, managing member.  A list of the 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/nysb13-13651.pdf


LEVEL 3: Fidelity Exempt From Common Stock Acquisition Regulation
-----------------------------------------------------------------
The Board of Directors of Level 3 Communications, Inc., determined
that Fidelity Management & Research Company and certain of its
subsidiaries and affiliates, and FIL Limited and certain of its
subsidiaries and affiliates, as the manager and/or investment
advisor of various investment funds and separately managed
accounts are "Exempt Persons" pursuant to clause (iv) of the
definition of that term in the Company's Rights Agreement, dated
as of April 10, 2011, between the Company and Wells Fargo Bank,
N.A., as rights agent.

The Rights Agreement is in place to deter acquisitions of the
Company's common stock, par value $.01 per share, that would
potentially limit the Company's ability to use its built-in losses
and any resulting net loss carryforwards to reduce potential
future federal income tax obligations.  In general terms, the
rights issued under the Rights Agreement impose a significant
penalty to any person, together with its affiliates, that acquires
4.9 percent or more of the Common Stock.

The Board's determination will include the Fidelity Investors
within the definition of "Exempt Person," so long as (i) no
individual Fidelity Advisor will make any acquisition of Common
Stock for its own account or on behalf of an individual Fund if on
the date of that purchase such Fidelity Advisor or such Fund is or
would become, as a result of such purchase, a "5 percent
shareholder" of the Company within the meaning of Section 382 of
the Internal Revenue Code of 1986, as amended, and (ii) the Board
continues to conclude that none of the Funds have any formal or
informal understanding among themselves, including through any
Fidelity Advisor, to make "coordinated acquisitions" of Common
Stock, and therefore be treated as a single "entity" within the
meaning of Section 1.382-3(a)(1) of the Treasury Regulations.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company's balance sheet at Sept. 30, 2013, showed $12.85
billion in total assets, $11.70 billion in total liabilities and
$1.14 billion in total stockholders' equity.

In October 2013, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIGHTSQUARED INC: New Plan Has Support From Fortress, Melody
------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that wireless venture LightSquared Inc. is seeking to exit
bankruptcy protection with backing from private-equity firms
Fortress Investment Group LLC and Melody Capital Advisors LLC.

According to the report, LightSquared, which has been at the
center of a fight for control between hedge fund manager Phil
Falcone and Dish Network Corp. Chairman Charlie Ergen, filed a new
plan to exit Chapter 11, with more than $4 billion in debt and
equity backing from Fortress, Melody and existing investors J.P.
Morgan Chase & Co. and Mr. Falcone's Harbinger Capital Partners.

The Fortress-led investors would pump at least $1.25 billion in
new equity into a reorganized LightSquared, according to papers
filed in U.S. Bankruptcy Court in New York, the report related.

The new plan includes $2.5 billion in so-called exit financing,
plus a $250 million loan earmarked for a reorganized LightSquared,
the report said. Melody, a New York private-equity firm co-founded
by former UBS investment banker Cesar Gueikian, has agreed to
provide LightSquared with a bankruptcy loan of at least $285
million.

The combination of more than $4 billion in new debt and equity
will be enough to meet in full the allowed claims of creditors and
equity investors, court papers said, the report further related.

                      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.


LIME ENERGY: To Issue 42,858 Common Shares Under 2013 Plan
----------------------------------------------------------
Lime Energy Co. filed a Form S-8 registration statement with the
U.S. Securities and Exchange Commission to register 42,858 shares
of common stock issuable under the Company's 2013 Employee Stock
Purchase Plan.  The proposed maximum offering price is $129,431.
A copy of the Form S-8 is available for free at:

                        http://is.gd/KxzjGF

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy disclosed in regulatory filings in July 2013, it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.

As of Sept. 30, 2013, the Company had $33.15 million in total
assets, $26.70 million in total liabilities and $6.45 million in
total stockholders' equity.


M*MODAL INC: Bank Debt Trades at 15% Off
----------------------------------------
Participations in a syndicated loan under which M*Modal Inc. is a
borrower traded in the secondary market at 85.50 cents-on-the-
dollar during the week ended Friday, December 27, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.42
percentage points from the previous week, The Journal relates.
M*Modal Inc. pays 550 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 20, 2019 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


MGM RESORTS: Sells $500 Million of Senior Notes
-----------------------------------------------
MGM Resorts International issued $500 million in aggregate
principal amount of its 5.250 percent Senior Notes due 2020
pursuant to the Indenture, dated as of March 22, 2012, between the
Company and U.S. Bank National Association, as trustee.

The Notes were offered and sold pursuant to the Company's
automatic shelf registration statement on Form S-3 filed with the
U.S. Securities and Exchange Commission on March 15, 2012, as
amended.

The notes will be guaranteed, jointly and severally, on a senior
basis by the Company's subsidiaries that guarantee its senior
secured credit facility and the Company's existing notes, except
for Nevada Landing Partnership, unless and until the Company
obtains Illinois gaming approval.  The Notes will not be
guaranteed by the Company's foreign subsidiaries and certain
domestic subsidiaries, including MGM Grand Detroit, LLC, which is
a borrower under the Company's senior secured credit facility and
MGM China Holdings Limited and its subsidiaries.

The Company plans to use the net proceeds of the offering for
general corporate purposes, which may include repaying a portion
of its outstanding 5.875 percent senior notes due February 2014 at
maturity.

In connection with the offering of the Notes, on Dec. 16, 2013,
the Company entered into an underwriting agreement among the
Company, the guarantors named therein and Deutsche Bank
Securities, Inc., as representative of the several underwriters
named therein.  Pursuant to the Underwriting Agreement and subject
to the terms and conditions expressed therein, the Company agreed
to sell the Notes and the Underwriters agreed to purchase the
Notes for resale to the public.

                         About MGM Resorts

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

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

                        Bankruptcy Warning

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

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

                           *     *     *

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

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

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

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


MI PUEBLO: Court Okays Cash Collateral Use Until Jan. 12
--------------------------------------------------------
The Hon. Arthur S. Weissbrodt, in a ninth interim order, has
granted Mi Pueblo San Jose, Inc., permission to use Wells Fargo
Bank, N.A.'s cash collateral until Jan. 12, 2014.

As adequate protection, the Debtor will make these adequate
protection payments to the Bank:

      (1) on Dec. 30, 2013, the amount equal to the sum of (i) the
          monthly payment of principal and interest at the non-
          default rate that will be due and owing by the Debtor to
          the Bank pursuant to the Term Note dated May 15, 2012,
          in the original principal amount of $12.50 million, made
          by the Debtor to the order of the Bank, on that payment
          date; (ii) the monthly payment of interest at the non-
          default rate that will be due and owing by the Debtor to
          the Bank pursuant the revolving reducing note dated
          May 15, 2012, in the original principal amount of
          $12.50 million, made by the Debtor to the order of the
          Bank, on that payment date; and (iii) the monthly
          payment required to be paid by the Debtor to the Bank
          pursuant to the swap documents executed by the Debtor in
          favor of the Bank for Trade No. 9285392, on that payment
          date; and

      (2) on the dates and in the amounts specified therein, any
          Further adequate protection payments required to be made
          pursuant to any further interim cash collateral order.

As further adequate protection for the Debtor's use of cash
collateral, the Bank has been granted a valid, non-avoidable, and
fully perfected replacement lien in the replacement collateral, or
all property of the same type as the pre-petition collateral
acquired by the Debtor on or after the Petition Date, to secure
any diminution in value of any of the pre-petition collateral.  In
addition to the continuation of the replacement lien, the Bank
will continue to be entitled to an administrative expense claim
with a superpriority status.

A copy of the budget is available for free at:

       http://bankrupt.com/misc/MIPUEBLOcashcoll9budget.pdf

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013.
An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MI PUEBLO: Hires GA Keen as Real Estate Advisor
-----------------------------------------------
Mi Pueblo San Jose, Inc. seeks authorization from the U.S.
Bankruptcy Court for the Northern District of California to employ
GA Keen Realty Advisors LLC as real estate advisor.

The Debtor requires GA Keen to:

   (a) organize the lease information for each property and,
       jointly with the Debtor, establish negotiating goals and
       parameters, such as rent reductions, lease term
       modifications, extensions and other lease concessions;

   (b) contact the landlord for each property and seek to
       negotiate for modifications in accordance with the
       parameters established by the Debtor; and

   (c) work with the landlords, the Debtor, and the Debtor's
       counsel to document all lease modification proposals.

Pursuant to the Agreement between the Debtor and GA Keen, upon
execution of a lease modification agreement between the Debtor and
a landlord, GA Keen will earn and the Debtor will pay GA Keen, on
a per property basis, the base fee of $5,000 or 5% of any savings
the Debtor achieved through the lease modification agreement.  If
the lease modification agreement creates non-monetary value but
does not generate savings, then GA Keen will be paid, on a per
property basis, the base fee.

The Debtor agrees to reimburse GA Keen all reasonable out-of-
pocket costs and expenses incurred by GA Keen in connection with
performing the services required under the Agreement.  Upon Court
approval of the Agreement, the Debtor shall pay GA Keen a $10,000
advance against out-of-pocket expenses.  GA Keen shall on a
regular basis provide the Debtor with an accounting of its
expenses and the Debtor agrees to reimburse GA Keen promptly upon
request from time to time for all out-of-pocket expenses so that
GA Keen shall maintain on account the $10,000 advance.  At the
conclusion of the engagement, GA Keen shall promptly return to the
Debtor the remaining balance of the expense account following
payment to GA Keen of all fees due and owing.

Mark Naughton, general counsel for GA Keen, 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 California will hold a
hearing on the firm's hiring on Jan. 16, 2014, at 2:15 p.m.

GA Keen can be reached at:

       Mark Naughton, Esq.
       GA KEEN REALTY ADVISORS, LLC
       420 Lexington Ave., Suite 3001
       New York, NY 10170

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MICHAELS STORES: Completes Sale of $260 Million Senior Notes
------------------------------------------------------------
Michaels Stores, Inc., closed its $260 million aggregate principal
amount of 5 7/8 percent senior subordinated notes due Dec. 15,
2020.  Interest on the notes is payable semi-annually in arrears
on each June 15 and December 15, commencing on June 15, 2014.

The Company intends to use the net proceeds from this offering,
along with cash on hand, to redeem its outstanding 11 3/8 percent
senior subordinated notes due 2016 and to pay the applicable
redemption premium, accrued and unpaid interest and related fees
and expenses.  As of Nov. 2, 2013, an aggregate amount of $255
million was outstanding under the 2016 senior subordinated notes.

The Notes were offered and sold in a private placement to
qualified institutional buyers in the United States pursuant to
Rule 144A under the Securities Act of 1933, as amended, and to
non-U.S. persons in transactions outside the United States
pursuant to Regulation S under the Securities Act.  The notes have
not been registered under the Securities Act or applicable state
securities laws and may not be offered or sold absent registration
under the Securities Act or applicable state securities laws or
applicable exemptions from registration requirements.

Additional information is available for free at:

                       http://is.gd/hSNJOr

                      About Michaels Stores

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.

As of Nov. 2, 2013, the Company had $1.86 billion in total assets,
$4.03 billion in total liabilities and a $2.17 billion total
stockholders' deficit.

                           *     *     *

Michaels Stores carries a 'B2' corporate family rating from
Moody's Investors Service and 'B' corporate credit rating from
Standard & Poor's Ratings Services.


MSI CORP: Hires Parente Beard as Accountant
-------------------------------------------
MSI Corporation asks for permission from the Hon. Jeffery A.
Deller of the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Parente Beard LLC as accountant, nunc pro
tunc to Dec. 1, 2013.

The Debtor requires Parente Beard to render services in connection
with the Chapter 11 case including, but not limited to, reviewing
the Debtor's financial records and issuing reports thereon.  These
reports will be used, inter alia, to assist the Debtor in its
reorganization efforts.

Parente Beard will be paid at these hourly rates:

       Senior Accountants        $285
       Staff                     $140

Parente Beard will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Thomas W. Walenchok, shareholder of Parente Beard, 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.

Parente Beard can be reached at:

       Thomas W. Walenchok
       PARENTE BEARD LLC
       20 Stanwix St., Ste 800
       Pittsburgh, PA 15222
       Tel: (412) 697-6487
       Fax: (888) 264-9617
       E-mail: Thomas.Walenchok@ParenteBeard.com

                       About MSI Corp.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.

Albert's Capital Services LLC is the Debtor's chief restructuring
officer.  Michael J. Roeschenthaler, Esq., and Scott E. Schuster,
Esq., at McGuireWoods LLP, in Pittsburgh, serve as the Debtor's
counsel.  Geary & Loperfito, LLC serves as special counsel.

No unsecured creditors was formed because no one responded to the
U.S. Trustee's communication for service on the committee.


NAVISTAR INTERNATIONAL: Amends Retirement and Savings Plans
-----------------------------------------------------------
Navistar, Inc.'s Board of Directors approved amendments to certain
employee benefit plans in which certain named executive officers
participate.  Specifically, amendments were approved to the
Navistar, Inc. Managerial Retirement Objective, the Navistar, Inc.
Supplement Retirement Accumulation Plan, and to the Navistar, Inc.
Supplemental Executive Retirement Plan.

The Amendments include:

   * Benefits under the Navistar, Inc., Managerial Retirement
     Objective will be frozen, effective Dec. 31, 2013

   * Eligibility to participate in the Supplement Retirement
     Accumulation Plan will be expanded to cover participants in
     the Navistar, Inc. Managerial Retirement Objective whose
     benefits are frozen, effective Dec. 31, 2013

   * Changes to the Supplemental Executive Retirement Plan that
     are intended to have that plan conform with changes made to
     the Navistar, Inc., Managerial Retirement Objective and the
     Supplement Retirement Accumulation Plan

In addition to the Amendments, on Dec. 16, 2013, the Compensation
Committee of Navistar International Corporation approved the
Annual Incentive Plan Criteria for fiscal year 2014 for certain
employees, including its principal executive officer, principal
financial officer and other named executive officers.

The Annual Incentive Plan rewards performance based upon the
following three financial metrics: 1) market share, weighted at 20
percent 2) EBITDA, weighted at 40 percent, and 3) total
manufacturing cash, weighted at 40 percent.

Copies of the amended Plans are available for free at:

                        http://is.gd/Vdmz55
                        http://is.gd/tBdzsz
                        http://is.gd/91yGMX

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  The Company's balance sheet at July 31, 2013, the Company
had $8.24 billion in total assets, $12.17 billion in total
liabilities and a $3.93 billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEW ENGLAND COMPOUNDING: Claims Bar Date Set for Jan. 15
--------------------------------------------------------
Parties who had or have physical injuries, distress, personal
losses or treatment costs caused by drugs from New England
Compounding Pharmacy, Inc., d/b/a New England Compounding Center,
may file a proof of claim by Jan. 15, 2014 at 4:00 p.m.
(prevailing Eastern Time).

NECC drugs allegedly have caused death, serious injury, infections
or other medical conditions requiring treatment.  The federal
government has identified 750 meningitis and infection cases and
64 deaths resulting from certain contaminated products compounded
by NECC.

Any person claiming a right to payment from NECC for any reason;
any person who suffered any injury from exposure to any NECC
product; family and beneficiaries of anyone who died or has been
injured as a result of exposure to NECC products; and any person
or family member who suffered any distress, personal or non-
personal injury as a result of exposure to NECC products may file
a proof of claim.

The list of facilities that received certain contaminated NECC
drugs is available at

  http://www.cdc.gov/hai/outbreaks/meningitis-facilities-map.html

More information and copies of required claim forms are available
at http://www.donlinrecano.com/necp

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by:

         Jeffrey D. Sternklar, Esq.
         DUANE MORRIS LLP
         Suite 2400
         100 High Street
         Boston, MA 02110-1724
         Tel: 857-488-4216
         Fax: 857-401-3034
         E-mail: JDSternklar@duanemorris.com

An Official Committee of Unsecured Creditors appointed in the case
has been represented by:

         BROWN RUDNICK LLP
         William R. Baldiga, Esq.
         Rebecca L. Fordon, Esq.
         Jessica L. Conte, Esq.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 856-8200
         E-mail: wbaldiga@brownrudnick.com
                 rfordon@brownrudnick.com

              - and -

         David J. Molton, Esq.
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800
         E-mail: dmolton@brownrudnick.com


NEW YORK CITY OPERA: Aim to Refund Tickets, Pay Severance Denied
----------------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that New York City Opera will not be allowed to immediately return
ticket fees to customers who paid for canceled performances or
provide severance to full-time employees who lost their jobs,
according to a bankruptcy court ruling on Dec. 18.

According to the report, Judge Sean Lane of the U.S. Bankruptcy
Court in Manhattan called the opera's efforts "laudable" but not
permitted by the Bankruptcy Code.

"I often have to hand out bad news; this is one of those times,"
he said, the report cited.

Still, the customers and employees could eventually be paid some
or all of what they are owed, the report related.  The ruling
means that they will have to file claims with bankruptcy court to
be paid. Those claims will be put in a pool with all the other
money that is owed to various creditors and paid out when City
Opera exits bankruptcy.

Nicole Stefanelli of Lowenstein Sandler LLP, which is representing
the opera, said the payments were necessary to maintain the
goodwill of former employees and patrons as the opera continued
talks with three parties that might "continue the mission of the
debtor," the report added.

Judge Lane said that while he hopes the opera is ultimately able
to reorganize and continue in some fashion, there is no evidence
that the case is anything but a liquidation at this time, the
report further related.

                    About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013, estimating
between $1 million and $10 million in both assets and debts.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NEWLEAD HOLDINGS: Acquires Coal Wash Plant for $30 Million
----------------------------------------------------------
NewLead Holdings Ltd. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it completed the
acquisition of a coal wash plant in Kentucky, USA, for a purchase
price of $30 million, pursuant to that certain Unit Purchase
Agreement, dated as of Dec. 9, 2013.  The purchase price was paid
through:

    (i) the cash payment of a previously delivered $6 million
        note, which note was paid as a result of the transactions
        described in the Current Report on Form 6-K filed on
        Dec. 2, 2013; and

   (ii) the issuance of a $24 million note, $10 million of which,
        pursuant to the terms of the note, was immediately
        converted into 5,154,639 shares of the Company's common
        stock.

Accordingly, immediately following closing, the remaining balance
on the only outstanding note for the acquisition was $14 million.
The outstanding note is a senior secured convertible note issued
with a 3.9 percent coupon, maturing on Dec. 31, 2014, and
convertible into equity at the average of the ten trading days
immediately prior to that payment date at the sole discretion of
the Company, subject to a true up based on the subsequent sales of
those shares.

                    About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

Newlead Holdings incurred a net loss of $403.92 million on
$8.92 million of operating revenues for the year ended Dec. 31,
2012, as compared with a net loss of $290.39 million on $12.22
million of operating revenues for the year ended Dec. 31, 2011.
The Company incurred a net loss of $86.34 million on $17.43
million of operating revenues in 2010.

As of June 30, 2013, the Company had $84.27 million in total
assets, $166.18 million in total liabilities, and a $81.91 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NPS PHARMACEUTICALS: Edward Stratemeier to Retire From Board
------------------------------------------------------------
Edward Stratemeier, NPS Pharmaceuticals, Inc.'s senior vice
president, legal affairs, general counsel and corporate secretary,
notified the Company that he intends to retire on the earlier of
March 31, 2014, or the date that the Company has named an
acceptable replacement to assume Mr. Stratemeier's
responsibilities.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS has been in the red since 2009.  It posted a net loss of
$36.26 million in 2011, a net loss of $31.44 million in 2010, and
a net loss of $17.86 million in 2009.

The Company's balance sheet at Sept. 30, 2013, showed $277.01
million in total assets, $185.18 million in total liabilities and
$91.83 million in total stockholders' equity.


NPS PHARMACEUTICALS: DRLP3 Approves Sale of PTH
-----------------------------------------------
NPS Pharmaceuticals, Inc., entered into an amendment and
restatement to its Agreement for the Sale and Assignment of
Rights, dated as of July 16, 2007, between NPS Allelix Corp., Drug
Royalty L.P. 3, an investment fund managed by DRI Capital Inc.,
and the Company.

Under the 2007 Agreement, the Company sold to DRLP3 its rights to
receive future royalty payments arising from the sale of
recombinant human parathyroid hormone 1-84 [rDNA origin] under its
license agreement with Takeda Pharma A/S, formerly Nycomed Danmark
ApS.  On March 18, 2013, pursuant to a Termination and Transition
Agreement between NPS and Takeda, NPS' license agreement with
Takeda was terminated and NPS re-acquired exclusive rights
worldwide to develop and commercialize PTH. Preotact is the brand
name that Takeda had used to market PTH for the treatment of
osteoporosis in certain of its licensed territories.  NPS is
developing PTH in the U.S. under the trade name Natpara for the
treatment of hypoparathyroidism.  NPS filed a BLA for Natpara with
the FDA in October 2013.

Pursuant to the Amendment and Restatement, (i) DRLP3 has consented
to the commercialization of PTH by the Company, (ii) the terms of
the 2007 Agreement are tolled, and (iii) the parties rights' and
obligations regarding PTH and related technology are governed by
the Amendment and Restatement.

The Company will be required to pay royalties in the mid single
digits to DRLP3 based upon sales of PTH by the Company and its
licensees (if any) worldwide, excluding Israel.  The Company has
agreed to undertake certain efforts to commercialize PTH.  If the
Company does not submit a Marketing Authorization Application to
the European Medicines Agency for PTH in the European Union by an
agreed upon date, DRLP3 will have the right to revoke the consent
granted in the Amendment and Restatement, reinstate the 2007
Agreement, and either cause the Company to enter into a new
license agreement with a third party with respect to PTH on terms
that are substantially similar and no more extensive (when taken
as a whole) than the terms contained in the terminated Takeda
License Agreement, or negotiate such an agreement on NPS' behalf.

The Company's obligation to pay royalties to DRLP3 under the
Amendment and Restatement will expire on a country-by-country
basis upon the later of (i) the last to expire patent controlled
by the Company with claims covering PTH in that country or (ii)
the expiration of any period of regulatory exclusivity applicable
to PTH in such country.  The Company's obligation to pay royalties
to DRLP3 under the Amendment and Restatement shall terminate in
its entirety once cumulative royalty payments made to DRLP3 by
Takeda and the Company total $125 million.  As of Sept. 30, 2013,
$45.5 million in royalties had been paid to DRLP3.

DRLP3 continues to maintain a security interest in NPS patents
that contain claims covering PTH and certain other NPS
intellectual property related to PTH.  In the event of a default
by NPS under the Amendment and Restatement, DRLP3 would be
entitled to enforce its security interest against NPS and such
intellectual property.

                     About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS has been in the red since 2009.  It posted a net loss of
$36.26 million in 2011, a net loss of $31.44 million in 2010, and
a net loss of $17.86 million in 2009.

The Company's balance sheet at Sept. 30, 2013, showed $277.01
million in total assets, $185.18 million in total liabilities and
$91.83 million in total stockholders' equity.


NV ENERGY: Fitch Raises IDR From 'BB+' on MEHC Merger Close
-----------------------------------------------------------
Fitch Ratings has upgraded NV Energy, Inc.'s (NVE) Issuer Default
Rating (IDR) to 'BBB-' from 'BB+' following the completion of the
acquisition of NVE and its subsidiaries by MidAmerican Energy
Holdings Company (MEHC; IDR 'BBB+'; Rating Outlook Stable).
At the same time, Fitch has upgraded the ratings for both Nevada
Power Company d/b/a/ NV Energy (NPC) and Sierra Pacific Power
Company's d/b/a/ NV Energy (SPPC) to 'BBB' from 'BBB-'.

Fitch has removed the ratings of NVE, NPC and SPPC from Rating
Watch Positive where they were placed May 30, 2013, following the
announcement of the merger agreement between NVE and MEHC.
The Rating Outlook for NVE, NPC and SPPC is Stable.

Approximately $5 billion of debt is affected by the rating action.

KEY RATING DRIVERS

-- Greater financial flexibility as a subsidiary of a
    financially robust ultimate corporate parent;

-- A balanced regulatory environment in Nevada;

-- Improving financial profile due to significant debt
    reduction, higher earnings and lower interest expense;

-- Relatively low capex following completion of NVE's major
    generation build cycle.

The one-notch upgrade of NVE and its utility operating
subsidiaries ratings and the Stable Outlook is supported by the
increased financial flexibility and lower funding costs afforded
NVE and its subsidiaries by association with a larger, financially
strong parent company. The acquisition of NVE by MEHC augments an
already improving stand-alone credit profile at NVE and its
subsidiaries. MEHC is owned by Berkshire Hathaway Inc. (IDR 'AA-';
Outlook Stable).

On an acquisition-adjusted-basis, Fitch estimates NVE will be free
cash flow positive during 2013 - 2015, due in large part to higher
rates granted by the PUC to NPC effective Jan. 1, 2012 and
manageable capex levels. Fitch estimates EBITDA-to-interest will
improve from 3.9X in 2013 to 4.7X and debt-to-EBITDA from 4.0x to
3.5X. Fitch believes these credit metrics are supportive of NVE's
'BBB-'rating for a utility holding company with its business risk
profile.

The ratings and Stable Outlook reflect strengthening consolidated
credit metrics at NVE due to historic and anticipated debt
reduction, a balanced regulatory environment in Nevada, slowly
improving regional economic conditions and management's strategic
focus on utility operations in Nevada.

Fitch does not expect NVE's strategic focus to change under MEHC
ownership. The ratings also consider the balanced outcome in NPC's
last general rate case (GRC) and positive effect on its credit
metrics. The recent Nevada Public Utilities Commission (PUC) net
$31 million rate reduction in SPPC's general rate case was
somewhat greater than Fitch's expectations.

MEHC and NVE announced the completion of their proposed merger on
Dec. 19, 2013, following receipt of regulatory approvals from the
Federal Energy Regulatory Commission and the PUC. With completion
of the proposed transaction, NVE becomes a wholly-owned subsidiary
of MEHC and will remain the intermediate corporate parent of NPC
and SPPC.

MEHC paid approximately $5.6 billion of cash for NVE's outstanding
equity, resulting in a transaction enterprise value of $10
billion. On May 30, 2013, Fitch affirmed the ratings of MEHC with
a Stable Outlook following the announcement of the then proposed
acquisition.

Fitch recognizes that on a secular basis, the greater financial
flexibility to retain earnings within the NVE corporate complex
could result in meaningful debt reduction. Significant de-levering
of NVE's balance sheet beyond stand-alone expectations could lead
to future credit rating upgrades in the intermediate-to-longer
term.

Rating Sensitivities

-- An adverse change to the regulatory compact in Nevada could
    trigger future negative rating actions.

-- Greater than anticipated debt reduction and/or a better-than-
    expected economic recovery in Nevada could result in positive
    rating actions.

Fitch has taken the following rating actions:

NVE
--Long-term IDR upgraded to 'BBB-' from 'BB+';
--Senior unsecured debt upgraded to 'BBB-' from 'BB+'.

NPC
--Long-term IDR upgraded to 'BBB' from 'BBB-';
--Senior secured debt upgraded to 'A-' from 'BBB+';
--Short-term IDR affirmed at 'F3'.

SPPC
--Long-term IDR upgraded to 'BBB' from 'BBB-';
--Senior secured debt upgraded to 'A-' from 'BBB+';
--Short-term IDR affirmed at 'F3'.


OGX PETROLEO: Need Cash to Meet 2014 Operating Expenses
-------------------------------------------------------
Luciana Magalhaes and Emily Glazer, writing for Daily Bankruptcy
Review, reported that creditors owed $5.8 billion by Oleo e Gas
Participacoes SA, formerly known as OGX Petroleo e Gas
Participacoes SA -- the distressed oil company of Brazilian
entrepreneur Eike Batista -- are facing up to another tough
decision: whether to provide some short-term cash to keep the
company afloat for the next year, knowing it will still need much
more money later.

According to the report, Oleo e Gas filed for bankruptcy
protection in October and earlier last week struck a preliminary
deal with a major creditor group that would wipe out its debts. In
exchange, creditors would receive shares in the company.  But the
company said Tuesday that although it "firmly believes that the
implementation of the transaction is feasible, there is no
assurance that the parties will conclude it."

Meanwhile, Oleo e Gas has also said it will need fresh cash to
meet 2014 operating expenses, and it is unclear how it can survive
otherwise, the report said.  Under last week's accord, creditors
involved indicated they may be prepared to contribute up to $215
million by the end of January, though there is no obligation.

A person familiar with the continuing creditor talks said there
haven't been any firm commitments from creditors to provide new
funding, the report added.  In part, that is because they are
trying to weigh whether Oleo e Gas will be able to raise the extra
capital needed from 2015 to develop oil fields, especially as the
company moves into a heavier phase of investment in 2016 and 2017.
Otherwise it will have to seek strategic partners.

                        About OGX Petroleo

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.

OGX filed for bankruptcy in a business tribunal in Rio de Janeiro
on Oct. 30, 2013, case number 0377620-56.2013.8.19.0001.  The
bankruptcy filing puts $3.6 billion of dollar bonds into default
in the largest corporate debt debacle on record in Latin America.
The filing by the oil company that transformed Eike Batista into
Brazil's richest man followed a 16-month decline that wiped out
more than $30 billion of his personal fortune.

The filing, which in Brazil is called a judicial recovery, follows
months of negotiations to restructure the dollar bonds, in which
OGX sought to convert debt to equity and secure as much as $500
million in new funds. OGX said Oct. 29 that the talks concluded
without an agreement. The company's cash fell to about $82 million
at the end of September, not enough to sustain operations further
than December.


ORAGENICS INC: Issues 698,241 Common Shares to Intrexon
-------------------------------------------------------
Oragenics, Inc., issued to Intrexon Corporation 698,241 shares of
common stock in connection with the conversion of the Convertible
Promissory Note previously issued by the Company to Intrexon on
Sept. 30, 2013, as partial consideration for the Technology Access
Fee required by the Exclusive Channel Collaboration Agreement
entered into with respect to the Company's probiotics research and
development.  The Note was payable to Intrexon, at the Company's
option, in cash or shares of Company common stock prior to the
maturity date of Dec. 31, 2013, and the conversion price was equal
to the closing price on the NYSE MKT of the Company's common stock
on the last trading day immediately prior to the date of
conversion which was $2.82 per share.

                       About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $8.81 million in total
assets, $4.45 million in total liabilities, all current, and $4.36
million in total shareholders' equity.


OXYSURE SYSTEMS: Expands to Hong Kong and Macau
-----------------------------------------------
OxySure(R) Systems, Inc., said Pacific Medical Systems, Ltd., has
signed an agreement to be the Company's exclusive distributor for
OxySure's products in Hong Kong and Macau.

"We are pleased to add Pacific Medical Systems to our growing list
of global distribution partners," stated Mr. Julian Ross, CEO of
OxySure.  "Pacific Medical Systems has been a trailblazer in the
sale of AEDs in Hong Kong and we look forward to working with
Jules Flach and his team to establish a strong presence in Hong
Kong and Macau for OxySure.  What is unique about Hong Kong in
particular is that there is currently no mandatory medical device
registration or approval process which means we can get down to
business right away."

Based in North Point, Hong Kong, Pacific Medical Systems focuses
on the marketing, sales and after sales support of innovative
medical products in the Asia Pacific region.  Members of the
Pacific team are highly skilful and experienced professionals with
track records from multinational companies in the medical field.

The distribution agreement between the Company and Pacific is for
an initial term of three years, renewable thereafter.  The minimum
sales order commitment required by the agreement comprises a total
of 11,800 units of the OxySure Model 615 and OxySure Replacement
Cartrdges over the initial three year period.

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

The Company's balance sheet at Sept. 30, 2013, showed $1.20
million in total assets, $1.51 million in total liabilities and a
$310,451 total stockholders' deficit.

                           Going Concern

"Our financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a
going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
While we have turned a profit during the three months ended
September 30, 2013, historically we have been suffering from
recurring loss from operations.  We have an accumulated deficit of
$14,703,693 and $14,258,667 at September 30, 2013 and December 31,
2012, respectively, and stockholders' deficits of $310,451 and
$652,125 as of September 30, 2013 and December 31, 2012,
respectively.  We require substantial additional funds to
manufacture and commercialize our products.  Our management is
actively seeking additional sources of equity and/or debt
financing; however, there is no assurance that any additional
funding will be available," the Company said the Quarterly Report.

"In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the accompanying
September 30, 2013 balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financing requirements on a
continuing basis, to maintain present financing, and to generate
cash from future operations.  These factors, among others, raise
substantial doubt about our ability to continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2013.


PACIFIC GOLD: Amends Report to Correct No. of Outstanding Shares
----------------------------------------------------------------
Pacific Gold Corp. amended its current report on Form 8-K
originally filed with the U.S. Securities and Exchange Commission
on Dec. 16, 2013, to correct the number of shares issued and
outstanding as of Dec. 16, 2013.

Pacific Gold Corp. entered into a modification of one of its
outstanding notes that it has with Asher Enterprises, Inc., as of
Nov. 26, 2013.  The current principal amount of the note is
approximately $44,200, reflecting conversions of approximately
$5,800 during the month on November, 2013.

The modification provides for a limitation on the amount of
principal that may be converted each week to a maximum of $1,000
between now and April 10, 2014, at which time the full amount of
the note principal and interest then outstanding will be due and
payable in cash.  If the Company fails to pay the amount due on
April 10, 2014, then the note will revert to its original terms
and the conversions may be as determined by the note holder.
Additionally, if there is a breach of the amendment by the
Company, the limitation on conversions terminates.

The Company has agreed to take steps to promptly authorize
additional shares should there be projected insufficient shares to
permit conversion of the note in the future.

There are issued and outstanding 114,498,030 shares of common
stock as of Dec. 16, 2013.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold disclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $2.02 million in total
assets, $4.07 million in total liabilities, and stockholders'
deficit of $2.05 million.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PALM BEACH: Has Court's Nod to Hire Furr and Cohen as Attorney
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
granted Palm Beach Community Church, Inc., permission to employ
Robert C. Furr and the law firm of Furr and Cohen, P.A., as
attorney, nunc pro tunc to Oct. 20, 2013.

The Debtor requires Furr and Cohen to, among other things, advise
the Debtor with respect to its responsibilities in complying with
the U.S. Trustee's operating guidelines and reporting requirements
and with the rules of the court.

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
disclosed total assets of $15.55 million and total liabilities of
$11.43 million.


PALM BEACH: Has Okay to Hire SmartPlan Financial as Accountant
--------------------------------------------------------------
Palm Beach Community Church, Inc., has obtained authorization from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Roy Wiley and Covenant Financial, Inc. dba SmartPlan
Financial Services as accountants, nunc pro tunc to the Petition
Date.

As reported by the Troubled Company Reporter on Nov. 29, 2013,
SmartPlan Financial will, among other things, prepare required
Federal, State and local tax returns with supporting schedules for
the tax year ended, Dec. 31, 2013 and subsequent years.

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
disclosed total assets of $15.55 million and total liabilities of
$11.43 million.


PALM BEACH: U.S. Trustee Won't Appoint Creditors Committee
----------------------------------------------------------
The U.S. Trustee has informed the U.S. Bankruptcy Court for the
Southern District of Florida that it will not appoint a committee
of creditors in the Palm Beach Community Church, Inc. Chapter 11
case, until further notice.

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
disclosed total assets of $15.55 million and total liabilities of
$11.43 million.


PATRIOT COAL: Administrative Claims Bar Date Set for Jan. 17
------------------------------------------------------------
Patriot Coal Corporation on Dec. 18 announced its emergence from
the 18-month restructuring process with "a strong balance sheet,
competitive cost structure, and streamlined operating profile
focused on market opportunities that create value."

The Bankruptcy Court approved the Plan on Dec. 17.

All requests for payment of so-called "other administrative
claims" that accrued on or before the Plan effective date -- other
than claims for professional fees -- are due Jan. 17, 2014.

All final requests for payment of professional fee claims are due
Jan. 31, 2014.

Any claims for damages related to rejection of contracts and
unexpired leases are due Jan. 10.

                        About Patriot Coal

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

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

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

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

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

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


PETRON ENERGY: Stockholders Elect Three Directors
-------------------------------------------------
At the annual meeting of stockholders of Petron Energy II, Inc.,
held on Dec. 16, 2013, the stockholders:

   (1) elected Floyd Smith, David Knepper and Judson Hoover to the
       Board of Directors, and will serve as directors until the
       Company's next annual meeting or until their successors are
       elected and qualified; and

   (2) ratified the appointment of KWCO PC as the Company's
       independent registered accounting firm.

                        About Petron Energy

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.

KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $3.27
million in total assets, $4.79 million in total liabilities and a
$1.51 million total stockholders' deficit.


PLUG POWER: Regains Compliance With NASDAQ Listing Rules
--------------------------------------------------------
Plug Power Inc. has received a letter from The NASDAQ Stock Market
advising that the Company has regained compliance with NASDAQ's
minimum bid price listing requirement.

The Company has satisfied the terms of the NASDAQ Listing
Qualifications Panel by complying with the minimum bid price
requirement of $1.00 per share under NASDAQ Listing Rule
5550(a)(2), and all other criteria for continued listing on The
NASDAQ Capital Market.  Accordingly, NASDAQ has advised that the
matter is now closed.

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of Sept. 30, 2013, the Company had $40.03 million in total
assets, $35.36 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock, and $2.21 million
in total stockholders' equity.

                         Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


POSITIVEID CORP: Ironridge May Sell 9 Million Common Shares
-----------------------------------------------------------
PositiveID Corporation filed a Form S-1 registration statement
with the U.S. Securities and Exchange Commission relating to the
resale of up to 9,000,000 shares of common stock of the Company,
par value $0.01 per share, consisting of 9,000,000 shares of
Common Stock issuable to Ironridge Global IV, Ltd., upon
conversion of up to 600 shares of Series F Preferred Stock held by
Ironridge pursuant to a stock purchase agreement, dated Aug. 26,
2013, between Ironridge and the Company, or that the Company may
choose to issue in lieu of cash as payment of the 7.65 percent
dividends on the Series F.  The Company will not receive any
proceeds from the resale of these shares of common stock.  The
total amount of shares of common stock which may be sold pursuant
to this Prospectus would constitute approximately 17.7 percent of
the Company's issued and outstanding common stock as of Dec. 13,
2013, assuming that the selling stockholder will sell all of the
shares offered for sale.

The Company's common stock is quoted on the OTC Markets, under the
ticker symbol "PSID."  On Dec. 13, 2013, the closing price of the
Company's common stock was $0.027 per share.

A copy of the Form S-1 is available at http://is.gd/7odPZd

           Amends Pref. Stock Certificate of Designation

PositiveID, in accordance with Section 151(g) of the Delaware
General Corporation Law, filed an Amended and Restated Certificate
of Designation of Series F Preferred Stock.

The Amended Certificate of Designation was filed to clarify and
revise the mechanics of conversion of the Series F Preferred
Stock.  No other rights were modified or amended in the Amended
Certificate of Designation.

A copy of the Amended Certificate of Designation is available for
free at http://is.gd/y804b2

                           About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at Sept. 30, 2013, showed $2.09
million in total assets, $7.18 million in total liabilities and a
$5.09 million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


POWERHOUSE USA: Files for Chapter 7 Bankruptcy
----------------------------------------------
Orlando Sentinel reports that Powerhouse USA Inc., in 745
Hempstead Ave., Orlando, filed for liquidation under Chapter 7 of
the U.S. Bankruptcy Code on Dec. 10.  It posted assets of $290 and
liabilities of $353,000.

Its major creditors are:

   -- Hudson's Furniture Showroom Inc., care of Steven Garthe,
      Esq.,

   -- Daytona Beach, $350,000; care of David I. Robold, Esq., and

   -- Roberts & Robold, PA, Orlando, $3,000.

A meeting of the Debtor's creditors is set for Jan. 15.


PRESIDENTIAL REALTY: Inks Settlement Agreement With U.S. Bank
-------------------------------------------------------------
A mortgage foreclosure action was filed in the Court of First
Instance, San Juan Superior Part, in the Commonwealth of Puerto
Rico to foreclose on Presidential Realty Corporation's Hato Rey
property on April 4, 2012.  The Company's wholly owned subsidiary,
PDL, Inc., is the general partner of PDL, Inc., & Associates,
Limited Co-partnership, the owner of the property, and the
Company's wholly owned subsidiary, Presidential Matmor
Corporation., is a limited partner of the partnership.

The action also sought judgments against PDL, Inc., the Company,
Lester Cohen and F.D. Rich Company of Puerto Rico, Inc., under the
terms of certain guarantees issued by them in connection with the
mortgage loans, for alleged physical waste to the property and,
the costs of certain repairs to the property of not less than
$1,100,000 and the reasonable legal costs and expenses in
connection with the enforcement of the loan documents.

On Sept. 23, 2013, U.S. Bank National Association, as trustee, as
successor-in-interest to Bank of America, National Association, as
trustee for the Registered Holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 1998-C1, acting by and through Berkadia Commercial Mortgage
LLC in its capacity as special servicer pursuant to the pooling
and servicing agreement dated Oct. 11, 1998, took possession of
the Hato Rey property pursuant to a foreclosure judgment and
subsequently sold the property.

On Dec. 18, 2013, GS II SERIES 1998 C-1 HOME MORTGAGE PLAZA HATO
REY LLC, a Delaware corporation, represented by U.S. Bank National
Association, as Successor Trustee, successor-in-interest to Bank
of America, N.A. (successor-by-merger to LaSalle National Bank
Association, f/k/a LaSalle National Bank), as Trustee for the
Registered Certificateholders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 1998-C1, its  Sole Member, represented in turn by Key Bank
National Association, and Presidential Realty Corporation, entered
into a Settlement and Release Agreement.  Pursuant to the
Settlement Agreement, GS II, the owner of the claims in the
litigation and under the guarantees, PDL, Inc., and Presidential
released each other and their respective officers, directors and
affiliates from any claims each may have against the other,
including any liability under the litigation and the guarantees.
GS II also agreed to release the other guarantors from any claims
GS II may have against those guarantors, including any liability
under the litigation and the guarantees.  GS II agreed to
terminate the action against the guarantors, with prejudice, and
in turn, Presidential Realty Corporation made a one-time payment
of $200,000 to GS II.

A copy of the Settlement Agreement is available for free at:

                        http://is.gd/tbAg7l

                     About Presidential Realty

Headquartered in White Plains, New York, Presidential Realty
Corporation, a real estate investment trust, is engaged
principally in the ownership of income-producing real estate and
in the holding of notes and mortgages secured by real estate or
interests in real estate.  On Jan. 20, 2011, Presidential
stockholders approved a plan of liquidation, which provides for
the sale of all of the Company's assets over time and the
distribution of the net proceeds of sale to the stockholders after
satisfaction of the Company's liabilities.

Following the 2011 results, Holtz, Rubenstein Reminick LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has a working capital deficiency.

The Company reported a net loss of $6.16 million in 2011,
compared with a net loss of $2.57 million in 2010.  The Company's
balance sheet at Sept. 30, 2013, showed $1.58 million in total
assets, $1.92 million in total liabilities and a $339,314 total
deficit.


PRESSURE BIOSCIENCES: Stockholders Elect 2 Class II Directors
-------------------------------------------------------------
At the special meeting of stockholders of Pressure Biosciences,
Inc., held on Dec. 12, 2013, the stockholders:

   1) elected Vito J. Mangiardi and Kevin A. Pollack as Class II
      Directors to hold office until the 2016 Annual Meeting of
      Stockholders and until their successors are duly elected and
      qualified;

   2) ratified the appointment of Marcum LLP as the Company's
      independent registered public accounting firm for 2013;

   3) approved the Company's 2013 Equity Incentive Plan;

   4) approved the compensation of the Company's named executive
      officers, on an advisory basis; and

   5) selected three years as the rate of frequency of the holding
      of an advisory vote on executive compensation.

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences disclosed a net loss applicable to common
shareholders of $4.40 million on $1.23 million of total revenue
for the year ended Dec. 31, 2012, as compared with a net loss
applicable to common shareholders of $5.10 million on $987,729 of
total revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $1.29
million in total assets, $2.96 million in total liabilities and a
$1.67 million total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


PROVIDENT COMMUNITY: Cancels Registration of Common Stock
---------------------------------------------------------
Provident Community Bancshares, Inc., filed with the U.S.
Securities and Exchange Commission a Form 15 to voluntarily
terminate the registration of its common stock, par value $0.01
per share.  As of Dec. 23, 2013, there were 652 holders of the
common shares.

                      About Provident Community

Rock Hill, South Carolina-based Provident Community Bancshares,
Inc., is the bank holding company for Provident Community Bank,
N.A.  Provident Community Bancshares has no material assets or
liabilities other than its investment in the Bank.  Provident
Community Bancshares' business activity primarily consists of
directing the activities of the Bank.

The Bank's operations are conducted through its main office in
Rock Hill, South Carolina and seven full-service banking centers,
all of which are located in the upstate area of South Carolina.
The Bank is regulated by the Office of the Comptroller of the
Currency, is a member of the Federal Home Loan Bank of Atlanta and
its deposits are insured up to applicable limits by the Federal
Deposit Insurance Corporation.  Provident Community Bancshares is
subject to regulation by the Federal Reserve Board.

Provident Community disclosed a net loss to common shareholders of
$598,000 in 2012, as compared with a net loss of $665,000 in 2011.
The Company's balance sheet at Sept. 30, 2013, showed $332.63
million in total assets, $329.61 million in total liabilities and
$3.02 million in total shareholders' equity.

                           Consent Order

On Dec. 21, 2010, Provident Community Bank, N.A. entered into a
stipulation and consent to the issuance of a consent order with
the Office of the Comptroller of the Currency.

At Dec. 31, 2011, the Bank met each of the capital requirements
required by regulations, but was not in compliance with the
capital requirements imposed by the OCC in its Consent order.

The Bank is required by the consent order to maintain Tier 1
capital at least equal to 8% of adjusted total assets and total
capital of at least 12% of risk-weighted assets.  However, so long
as the Bank is subject to the enforcement action executed with the
OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized
even if it maintains the minimum capital ratios to be well-
capitalized.  At Dec. 31, 2011, the Bank did not meet the higher
capital requirements required by the consent order and is
evaluating alternatives to increase capital.

At December 31, 2012, the Bank met each of the capital
requirements required by regulations, but was not in compliance
with the capital requirements imposed by the OCC in its Consent
order.


RADIOSHACK CORP: Fitch Assigns 'CCC' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed its 'CCC' Long-term Issuer Default
Rating (IDR) on RadioShack Corporation.  Fitch has also assigned
ratings to the company's new credit facilities.

Key Rating Drivers:

The IDR reflects the significant decline in RadioShack's
profitability and cash flow, which has become progressively more
pronounced over the past two years. Weak results have been due in
particular to the gross margin pressure in the company's mobility
segment (around 50% of sales), and have led to a marked
deterioration in the company's credit profile. There is a lack of
stability in the business and no apparent catalyst to stabilize or
improve operations.

EBITDA was negative $69 million in the 12 months ended Sept. 30,
2013, and Fitch estimates it will be in the negative $80 million-
$100 million range in 2013, with no improvement expected in
2014/2015. Fitch expects capex to run at $50 million annually,
while interest expense is expected to be around $50 million in
2013 and closer to $55 million in 2014/2015. Free cash flow (FCF)
is expected to be in the negative $100 million range for 2013,
assuming some benefit to working capital from planned inventory
reductions this year.

Fitch expects RadioShack to end 2013 with about $250 million-$300
million in cash and full availability on its $535 million
revolving credit facility. Beyond 2013, FCF could track at
negative $175 million to $200 million annually, and RadioShack
will have to fund its fourth-quarter seasonal working capital
swing estimated at $150 million-$250 million. This will drain the
company's liquidity position materially over the next 24 months.

New Credit Facilities:

On Dec. 10, 2013, RadioShack entered into new five-year credit
facilities, composed of a $585 million senior secured asset-based
lending (ABL) credit facility, and a $250 million secured term
loan. This represents an incremental $200 million of gross
liquidity (before significant upfront financing costs), including
an $85 million increase in the size of the revolver and $125
million of additional term loans. There are no financial
maintenance covenants in either of the new facilities.

The ABL credit facility includes a $535 million revolver at a
borrowing rate of LIBOR plus 2.0%-2.5%, and a $50 million first-
in-last-out term loan at LIBOR plus 4%. The facility is secured by
a first lien on current assets and a second lien on fixed assets,
intellectual property and stock of subsidiaries. The $250 million
term loan is secured by a first lien on fixed assets, intellectual
property and stock of subsidiaries, and a second lien on current
assets, and is at a borrowing rate of LIBOR plus 11%.

Recovery Analysis:

The ratings on the various securities reflect Fitch's recovery
analysis, which is based on a liquidation value of RadioShack in a
distressed scenario of $576 million as of Sept. 30, 2013. Most of
the value comes from inventories, of which half are assumed to be
mobile phones which are assigned a liquidation value of 85%, and
the balance are other inventories at a liquidation value of 50%.
Fitch uses a liquidation value of 30% for receivables to reflect
the netting out of estimated payables to the wireless carriers.

The ABL facility, including both the $535 million revolver and a
$50 million term loan, has outstanding recovery prospects (91%-
100%), and a rating of 'B/RR1'. The $250 million term loan is
rated two notches below the asset-based facility, at 'CCC+/RR3',
implying good recovery prospects of 51%-70%. The $325 million of
senior unsecured notes due in May 2019 are rated 'CC/RR6',
reflecting poor recovery prospects (0%-10%).

Rating Sensitivities:

Stabilization in the business leading to a sustainable recovery in
operating trends and financial flexibility could lead to an
upgrade. EBITDA would have to reach at least a cash flow breakeven
level of $100 million (capex of $50 million and interest expense
of at least $50 million), which is not expected in the near- to
intermediate-term.

Continued deterioration in EBITDA that further constrains cash
flow and liquidity, and impedes the company's day-to-day
operations would lead to a downgrade.

Fitch has taken the following rating actions:

RadioShack Corporation

-- Long-term IDR affirmed at 'CCC'
-- $535 million senior secured ABL revolver rated 'B/RR1';
-- $50 million senior secured ABL term loan rated 'B/RR1'
-- $250 million secured term loan rated 'CCC+/RR3'
-- Senior unsecured notes affirmed at 'CC/RR6'.


REGIONAL INTEGRATED: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Regional Integrated Logistics, Inc.
        2321 Kenmore Avenue
        Buffalo, NY 14207

Case No.: 13-13371

Chapter 11 Petition Date: December 26, 2013

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Hon. Carl L. Bucki

Debtor's Counsel: Arthur G. Baumeister, Jr., Esq.
                  AMIGONE, SANCHEZ, ET AL
                  1300 Main Place Tower
                  350 Main Street
                  Buffalo, NY 14202
                  Tel: (716) 852-1300
                  Email: abaumeister@amigonesanchez.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert E. Bingel, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nywb13-13371.pdf


RESIDENTIAL CAPITAL: Admin. Claims Bar Date Set for Jan. 16
-----------------------------------------------------------
Residential Capital LLC obtained confirmation of its Second
Amended Joint Chapter 11 Plan on Dec. 11, 2013.  The Plan was co-
proposed with the Official Committee of Unsecured Creditors.  The
Plan was declared effective on Dec. 17.

All requests for payment of an administrative claim accrued on or
before the Plan effective are due Jan. 16, 2014.

All final requests for payment of professional claims and expenses
for services rendered before the effective date, including any
holdback amounts, are due March 3, 2014.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RGR WATKINS: Reaches Settlement With CJUF, Wants Case Dismissed
---------------------------------------------------------------
RGR Watkins, LLC, asks Hon. K. Rodney May of the U.S. Bankruptcy
Court for the Middle District of Florida to dismiss its Chapter 11
case.

The Debtor has reached a mediated settlement agreement with CJUF
III Atlas Portfolio, LLC, as successor in interest to CSMI
Investors LLC, as successor in interest to Bank of America, N.A,
the Debtor's major secured creditor.  CJUF has been the sole
active creditor in the bankruptcy case.

Elena Paras Ketchum, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., the attorney for the Debtor, says that the Debtor intends to
negotiate with its four unsecured creditors outside of court.
Ms. Ketchum adds that dismissal is in the best interest of
creditors as it effectuates the settlement agreement with CJUF and
obviates the need for further litigation and administrative costs,
which would be to the detriment of all creditors.

Ms. Ketchum has consulted with Denise Barnett, attorney for the
U.S. Trustee, and Denise Dell-Powell, counsel for CJUF, regarding
the relief requested by this motion.  Both the U.S. Trustee and
CJUF consent to the dismissal of this Bankruptcy Case.

Ms. Dell-Powell can be reached at:

         BURR & FORMAN LLP
         200 South Orange Avenue, Suite 800
         Orlando, Florida  32801
         Phone: (407) 540-6607
         Fax: (407) 264-6466
         E-mail: denise.dell-powell@burr.com

                         About RGR Watkins

RGR Watkins, LLC, owns Watkins Business Center, which is comprised
of 25 one-story office/flex buildings in Norcross, Gwinnett
County, Georgia.  The site is comprised of eight parcels toaling
41 acres or 1,778,147 square feet.

RGR Watkins filed a petition for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 13-12147) on Sept. 12, 2013, in Tampa,
Florida.  The petition was signed by Robert G. Roskamp as manager.
The Debtor estimated assets and debts of at least $10 million.
The Debtor is represented by Elena P. Ketchum, Esq., and Amy
Denton Harris, Esq., at Stichter, Riedel, Blain & Prosser, P.A.,
in Tampa, FL, as counsel.


RICEBRAN TECHNOLOGIES: Closes $9 Million Public Offering
--------------------------------------------------------
RiceBran Technologies has completed a public offering of 1,714,286
shares of Common Stock at a price per share of $5.24, together
with Warrants to purchase 1,714,286 shares of its Common Stock at
$0.01 per share for gross proceeds to the company of $9 million.
The Company's Securities are now listed on the NASDAQ Capital
Market under the symbols "RIBT" for its Common Stock and "RIBTW"
for its Warrants.

RBT intends to use the net proceeds from the offering of $7.8
million to complete its recently announced planned acquisition of
H&N Distribution, Inc., to fund expansion of its plant operations
in Brazil, to upgrade US plants and for general working capital
purposes.

Maxim Group LLC acted as the Sole Book Running Manager and Chardan
Capital Markets, LLC, and Dawson James Securities, Inc., acted as
Co-Managers in the offering.

A registration statement relating to the Common Stock and Warrants
was declared effective by the Securities and Exchange Commission
on Dec. 12, 2013.

This offering was made by means of prospectus, copies of which may
be obtained from Maxim Group LLC at 405 Lexington Ave, New York,
New York 10174, (800)-724-0761.

Additional information is available for free at:

                        http://is.gd/aLrVPg

                          About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

As reported in the TCR on April 15, 2013, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about RiceBran
Technologies' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$204.4 million at Dec. 31, 2012.  "Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."

The Company's balance sheet at Sept. 30, 2013, showed $41.82
million in total assets, $38.16 million in total liabilities,
$7.86 million in temporary equity and a $4.22 million total
deficit attributable to the Company's shareholders.


RITE AID: Posts $71.5 Million Net Income in Third Quarter
---------------------------------------------------------
Rite Aid Corporation reported net income of $71.54 million on
$6.35 billion of revenues for the 13 weeks ended Nov. 30, 2013, as
compared with net income of $61.87 million on $6.23 billion of
revenues for the 13 weeks ended Dec. 1, 2012.

For the 39 weeks ended Nov. 30, 2013, Rite Aid reported net income
of $194.03 million on $18.92 billion of revenues as compared with
a net loss of $4.98 million on $18.93 billion of revenues for the
39 weeks ended Dec. 1, 2012.

As of Nov. 30, 2013, the Company had $7.13 billion in total
assets, $9.36 billion in total liabilities and a $2.22 billion
total stockholders' deficit.

"Our solid third quarter results were driven by the continued
success of our key wellness initiatives, specifically the strong
start to our flu immunization campaign, and the completion of
additional Wellness stores, which now represent nearly a quarter
of all Rite Aid stores," said Rite Aid Chairman and CEO John
Standley.

"Our team of dedicated Rite Aid associates worked together to
execute our strategy and deliver growth in same-store prescription
counts, increased same-store sales and net income of more than $71
million," he added.  "These results reflect our continued progress
in building our unique brand of health, wellness and customer
engagement."

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

                         http://is.gd/AfH9cL

                         About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


RURAL/METRO CORP: To Pay $2.8MM to Settle Medicare Fraud Claims
---------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that ambulance operator Rural/Metro Corp., which is poised to
emerge from Chapter 11 bankruptcy protection in the coming weeks,
has agreed to pay $2.8 million to the federal government to settle
civil allegations of Medicare fraud.

According to the report, John S. Leonardo, the U.S. Attorney for
Arizona, said his office has agreed to a deal with Rural/Metro to
settle allegations that the company violated the federal False
Claims Act by submitting false bills to Medicare between 2007 and
2011.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.

The Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent. There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.

Interested parties can also contact Rural/Metro's claims agent,
Donlin, Recano & Company, Inc. directly by calling Rural/Metro's
restructuring hotline at 212-771-1128.

Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is
serving as investment banker, and Alvarez & Marsal and FTI
Consulting, Inc. are serving as financial advisors to Rural/Metro.


SCICOM DATA: May Hire George McGunnigle as Mediator
---------------------------------------------------
Scicom Data Services, Ltd., obtained authorization from the U.S.
Bankruptcy Court for the District of Minnesota to employ George F.
McGunnigle, an attorney and senior judge for the Hennepin County
District Court, to mediate a claim objection.

The Troubled Company Reporter reported on Dec. 19, 2013, that
prior to the filing date, the Debtor and Actuate Corporation were
involved in litigation in the U.S. District Court for the District
of Minnesota regarding a software license.  To compensate Judge
McGunnigle for his mediation services, the Debtor and Actuate
would each pay half of Judge McGunnigle's hourly rate of $400,
plus expenses.  Thus, the Debtor proposes to pay Judge McGunnigle
$200 per hour, plus half of any expenses.

                          About SCICOM

Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time.  SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.

SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.

Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.

Judge Michael E. Ridgway presides over the case.  The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.

The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Timothy L. Johnson, senior vice president and CFO.

Daniel M. McDermott, the U.S. Trustee for Region 12, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Scicom Data Services, Ltd.


SCICOM DATA: Court Okays HLB Tautges as Accountant
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota has
granted SCICOM Data Services, Ltd., permission to employ HLB
Tautges Redpath, Ltd., to perform various accounting services,
consisting of: (a) preparing federal and state tax returns for the
Debtor's 2013 fiscal year (ended June 30, 2013) and preparing
final federal and state tax returns; (b) conducting ERISA-required
audits for both the 2013 plan year (ended June 30, 2013) and 2014
plan year for the Debtor's defined benefit pension plan, employee
stock ownership plan, and 401(k) plan; and (c) preparing Form 5500
for the Pension Plan for the 2013 and 2014 plan years.

As reported by the Troubled Company Reporter on Nov. 18, 2013, the
Debtor proposed that: (a) the flat fees totaling $42,300 ($9,000
for the tax return preparation and $33,300 for the audits and Form
5500 preparation) paid to HLB Tautges prior to the Filing Date for
the Accounting Services be approved, without need for a fee
application by HLB Tautges upon completion of the Accounting
Services; and (b) in accordance with paragraph 9 of the Court's
Instructions for Filing a Chapter 11 Case, if any Potential
Additional Services become necessary (i) HLB Tautges be authorized
to schedule a hearing on its applications for allowance of fees
and reimbursement of expenses for the Potential Additional
Services not more than once every 90 days; (ii) HLB Tautges be
allowed to submit bills to the Debtor for Potential Additional
Services provided, with copies to the Committee of Unsecured
Creditors and the Office of the United States Trustee; and
(iii) the Debtor be authorized to pay up to 80% of fees and 100%
of costs on a monthly basis for Potential Additional Services
provided by HLB Tautges, subject to later court approval under
Section 330 of the Bankruptcy Code.

                          About SCICOM

Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time.  SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.

SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.

Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.

Judge Michael E. Ridgway presides over the case.  The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.

The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Timothy L. Johnson, senior vice president and CFO.

Daniel M. McDermott, the U.S. Trustee for Region 12, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Scicom Data Services, Ltd.


SEARS HOLDINGS: Greenberg Traurig Co-Chairman Named as Director
---------------------------------------------------------------
Cesar L. Alvarez, co-chairman of the Board of the international
law firm of Greenberg Traurig, LLP, was elected to the Board of
Directors of Sears Holdings Corporation on Dec. 18, 2013.

Mr. Alvarez will hold office until the 2014 annual meeting of
stockholders of the Company, or until his successor is duly
elected and qualified.  The Board has determined that Mr. Alvarez
meets the standards of independence under the Company's Corporate
Governance Guidelines and the applicable NASDAQ listing rules.  As
of the date of, and in connection with, his election, Mr. Alvarez
has not yet been named to any committees of the Board.

There is no arrangement or understanding between Mr. Alvarez and
any other person pursuant to which he was selected as a director.

                             About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Nov. 2, 2013, showed $20.20 billion
in total assets, $17.88 billion in total liabilities and $2.32
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SHREE ARIHANT: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Shree Arihant of Richmond, Inc.
        1600 Robin Hood Road
        Richmond, VA 23220

Case No.: 13-36917

Chapter 11 Petition Date: December 27, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Hon. Keith L. Phillips

Debtor's Counsel: Graham Thornton Jennings, Jr., Esq.
                  GRAHAM T. JENNINGS, JR., P.C.
                  P. O. Box 426
                  Powhatan, VA 23139
                  Tel: (804) 598-7912
                  Email: powlaw@verizon.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Yunus Vohra, president.

A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb13-36917.pdf


SIMPLY WHEELZ: Taps Butler Snow as Legal Counsel
------------------------------------------------
Simply Wheelz LLC, dba Advantage Rent-A-Car, seeks authorization
from the U.S. Bankruptcy Court for the Southern District of
Mississippi to employ Butler Snow LLP as attorneys and legal
counsel, nunc pro tunc to Nov. 5, 2013.

The Debtor requires Butler Snow to:

   (a) prepare and file the Debtor's Schedules and Statement of
       Financial Affairs;

   (b) advise the Debtor with respect to its powers and duties as
       debtor-in-possession in the continued management and
       operation of its business;

   (c) attend meetings and negotiate with representatives of
       creditors and other parties in interest and advise and
       consult on the conduct of the case, including all of the
       legal and administrative requirements of operating in
       Chapter 11;

   (d) take all necessary action to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       its behalf, the defense of any actions commenced against
       it, negotiations concerning contracts to which the Debtor
       is a party, negotiations concerning all litigation in which
       the Debtor is involved, evaluations of claims and liens of
       various creditors, and, where appropriate, to object to
       such claims or liens against the estate or its property;

   (e) prepare on behalf of the Debtor all motions, applications,
       answers, orders, contracts, reports, accounts, documents
       and papers necessary to the administration of the estate;

   (f) advise and consult with the Debtor and its other
       professionals in connection with any sale of its assets, as
       well as with any disclosure statement and plan of
       reorganization, and to represent the Debtor in any matter
       arising out of, related to or in connection with such plan
       of reorganization, disclosure statement, and all related
       agreements or documents, as well as any matters that are
       necessary for the confirmation, implementation or
       consummation of such plan; and

   (g) perform all other necessary legal services and provide all
       other necessary legal advice to the Debtor in connection
       with all aspects of this Chapter 11 case.

Butler Snow will be paid at these hourly rates:

       Stephen W. Rosenblatt, Partner         $420
       Christopher R. Maddux, Partner         $310
       James E. Bailey III, Partner           $335
       R. Campbell Hillyer, Partner           $235
       J. Mitchell Carrington II, Associate   $170
       Thomas Hewitt, Associate               $160
       Velvet Johnson, Paralegal              $140
       Marcie Davant, Paralegal               $140

Butler Snow will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Within one year prior to the Debtor's petition date, Butler Snow
received $600,000 in the aggregate for prepetition work in
connection with an attempted out-of-court restructuring of Simply
Wheelz; for post-petition retainer; and for the chapter 11 filing
fee of $1,213.  The initial payment was a condition to Butler
Snow's being retained as counsel for the Debtor.  Of the total
retainer it received, Butler Snow was paid $150,000 on Oct. 3,
2013; $100,000 on Oct. 22, and $350,000 on Oct. 25.  Of these
amounts, Butler Snow is presently holding $252,680.19 in its trust
account for its post-petition retainer.

Stephen W. Rosenblatt, Esq., partner of Butler Snow, 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.

Butler Snow can be reached at:

       Stephen W. Rosenblatt, Esq.
       BUTLER SNOW LLP
       1020 Highland Colony Parkway, Suite 1400
       Ridgeland, MS 39157
       Tel: (601) 985-4504
       Fax: (601) 985-4500
       E-mail: steve.rosenblatt@butlersnow.com

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
estimated assets and debt in excess of $100 million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SHILO INN, TWIN FALLS: Can Use CBT's Cash Collateral Until June 30
------------------------------------------------------------------
The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California has entered a final order
authorizing Shilo Inn, Twin Falls, LLC, et al., to use California
Bank & Trust's cash collateral through June 30, 2014.

The Debtors will provide adequate protection by making these
monthly payments to CBT on the first day of the month, commencing
on Feb. 1, 2014, and ending on July 1, 2014, with payments to be
applied in arrears:

      Shilo Inn, Boise Airport, LLC               $15,458
      Shilo Inn, Moses Lake Inc.                  $11,811
      Shilo Inn, Nampa Blvd, LLC                   $5,217
      Shilo Inn, Newberg, LLC                      $6,570
      Shilo Inn, Rose Garden, LLC                  $5,975
      Shilo Inn, Seaside East, LLC                 $7,729
      Shilo Inn, Twin Falls, LLC                  $23,188

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls, estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles,
represent the Debtors in their restructuring effort.

The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013,
provides for payment of all claims in full, unless otherwise
agreed with the claimholder, with unsecured claims to be paid over
a three-month period from the Plan Effective Date.


SJ TRADEMARK: Trademarks, Domain Names to Be Auctioned Off Jan. 3
-----------------------------------------------------------------
Hampshire Group Limited, as secured creditor, will sell assets of
SJ Trademark LLC to the highest qualified bidder in a public sale
on Jan. 3, 2014, at 9:30 a.m. at the offices of Blank Rome LLP,
One Logan Sq., 130 N. 18th Street, Philadelphia, PA 19103.

The collateral being sold consists of the registered trademark
"Scott James" trademark applications for "Scott James", the
unregistered trademark "SJ by Scott James, and these domain names:
http://www.scottjamesonline.com/and http://www.skuhlman.com/

The sale will be on an "as is, where is" basis.  All bids will be
for cash or cash equivalents, or subject to financing in
Hampshire's sole discretion.  Hampshire will determine the
successful bidder or bidders.

The successful bidder or bidders will be required to post with
Hampshire a non-refundable deposit in an amount equal to 25% of
the purchase price in cash or cash equivalents.  Hampshire serves
the right to credit bid.

Inquiries concerning the sale may be made to:

         Kevin O'Malley, Esq.
         BLANK ROME LLP
         2029 Century Park East 6th Floor
         Los Angeles, CA 90067
         Tel: 424-239-3482
         E-mail: OMalley@BlankRome.com


SOUND SHORE: Exclusive Plan Filing Deadline Moved to Jan. 24
-------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has granted debtors Sound Shore
Medical Center of Westchester, et al., an extension of the
exclusive periods within which they may file a Chapter 11 plan
through and including Jan. 24, 2014, and the exclusive period
within which the Debtors may solicit acceptances to the plan
through and including March 25, 2014.

As reported by the Troubled Company Reporter on Sept. 23, 2013,
the Debtors asked the Bankruptcy Court to extend the exclusive
periods, saying that the filing of a plan of reorganization would
be premature at this time, as the Debtors' efforts have been
focused on addressing immediate concerns stemming from these
filings and the anticipated sale of substantially all assets to
Montefiore Medical Center's designees, many of must be resolved
prior to the formulation of a plan.  Among other things, the
Debtors must attend not only to the administration of the estates
and these cases, but cash management and the continued viability
of operations, the myriad of information requests from the
creditor constituencies, and the legal, operational and
transitional issues relating to the sale and post closing process.

                 About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

The Debtors are seeking to sell their assets to the Montefiore
health system.  In June 2013, Montefiore added $4.75 million to
its purchase offer for Sound Shore Medical Center and Mount Vernon
Hospital to speed up the sale.  Montefiore raised its bid to
$58.75 million plus furniture and equipment as part of a request
for a private sale of the bankrupt New Rochelle and Mount Vernon
hospitals, which the Bronx-based health system would like to buy
by August 2.  Montefiore is represented by Togut, Segal & Segal
LLP.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as its
as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.


SOUTHERN TITLE: Headed for Liquidation
--------------------------------------
Nate Delesline III at The Daily Progress reports that Southern
Title Insurance Corp., a Richmond-based company that issued a
substantial number of policies in Central Virginia and beyond, is
headed for liquidation, state records show.

The State Corporation Commission's move to liquidate comes after a
Richmond circuit judge placed Southern Title in receivership in
late 2011, according to The Daily Progress.  The company had
ceased writing policies in September of that year.

In October, the report relates, the SCC filed notice that it plans
to enter an order declaring Southern Title insolvent following a
hearing on the matter that is set for 10:00 a.m. on Feb. 4 at the
commission's headquarters in Richmond.

In an April financial statement, Southern Title said its
liabilities exceeded its assets by $30.4 million, the report
relates.

The report notes that Southern Title's troubles were precipitated
by agent misuse of funds in Texas and a corresponding rise in
claims, according to a 2011 SCC news release.

The report relates the SCC planned to notify policyholders,
claimants and creditors of the liquidation hearing by Dec. 6.
Notices of objection to the liquidation proceedings and related
deadlines must be filed with the commission by Jan. 6.

Southern Title has about $10 million in unearned premiums.  A six-
month claim filing deadline begins from the date the order is
entered at the liquidation hearing.

The remaining reserve funds are to be distributed equally to cover
losses sustained by policyholders, and those who filed a claim
before the deadline will be paid first, the report says.

"The application for liquidation requests a claim bar date of
Aug. 4, 2014," Katha Treanor, a spokeswoman for the State
Corporation Commission, said in an email obtained by the news
agency.  "If a claim is filed after the bar date, it will not be
paid," she added.


SUDDENLY BEAUTIFUL: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: Suddenly Beautiful, Inc.
                8539 S California Ave
                Whittier, CA 90605

Case Number: 13-39976

Involuntary Chapter 11 Petition Date: December 26, 2013

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

Judge: Hon. Ernest M. Robles

Petitioner's Counsel: not indicated

Petitioning creditor:

  Petitioner                Nature of Claim  Claim Amount
  ----------                ---------------  ------------
  Timothy Anders            Unpaid Fees        $16,000
  1119 S Mission Rd #102
  Fallbrook, CA 92028
  760-728-3161


STANS ENERGY: Provides Update on Management Cease Trade Order
-------------------------------------------------------------
Stans Energy Corp. on Dec. 27 disclosed that further to its
application dated November 28, 2013 for a Management Cease Trade
Order (MCTO), a temporary MCTO of the Ontario Securities
Commission was issued on Dec. 9, 2013.  This MCTO prohibits all
trading in and all acquisitions of the securities of the Company
for a period of 15 days from the date of the temporary MCTO.  A
copy of the MCTO will be posted to the Company's website.

Until the MCTO is lifted, Stans will comply with the alternative
information guidelines set out in National Policy 12-203 - Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require the Company to
issue bi-weekly default status reports by way of a news release,
and one will be forthcoming in the prescribed time frame.

Rodney Irwin, Interim CEO and President, reports that the Company
is continuing to work on evaluating potential impairment
considerations of both exploration and evaluation costs on mineral
properties in Kyrgyzstan and on the Company's Kashka Rare Earth
Processing Facility ("KRP").  Furthermore, the review of corporate
records to determine the date from which impairment of assets
ought to have been reflected in the Company's financial
statements, continues.

On Dec. 13, 2013 a hearing was held in the arbitration proceedings
brought by the Company against the Government of Kyrgyzstan.  An
adjournment was issued to provide more preparation time for the
Government of Kyrgyzstan to present their defense.  The next
hearing is currently scheduled for Feb. 6, 2014.

The Company anticipates that it will be in a position to remedy
the default by filing the Required Filings by Jan. 28, 2014. The
MCTO will be in effect until after the Required Filings are filed.

                       About Stans Energy

Stans Energy Corp. is a resource development company focused on
progressing Heavy Rare Earth (HRE) properties in areas of the
Former Soviet Union.  In December 2009, Stans acquired a 20-year
mining license for the past-producing Kutessay II rare earth mine
from the Kyrgyz Republic.  On May 26, 2011 Stans completed the
purchase of the Kashka Rare Earth Processing Plant (KRP) the same
plant that previously refined REEs historically from Kutessay II.
The KRP was the only hard rock plant to produce all rare earth
elements outside of China, producing 120 different metals, alloys,
and oxides.  For over 30 years, Kutessay II produced 80% of the
rare earth metals for the former Soviet Union.


SULLIVAN KEATING: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Sullivan, Keating & Johnson, LLC
        11700 Shannon Drive
        Fredericksburg, VA 22408

Case No.: 13-36916

Chapter 11 Petition Date: December 27, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Hon. Kevin R. Huennekens

Debtor's Counsel: Linda Dianne Regenhardt, Esq.
                  LINDA REGENHARDT, L.L.C.
                  100 N. Pitt Street, Suite 206
                  Alexandria, VA 22314
                  Tel: (703) 608-5634
                  Fax: (703) 518-9931
                  Email: regenhardtl@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb13-36916.pdf


SURTRONICS INC: Can Continue Cash Collateral Use Until Dec. 31
--------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina, in a second interim order,
authorized Surtronics, Inc., to use First Citizens Bank & Trust
Co.'s cash collateral until Dec. 31, 2013.  A copy of the budget
is available for free at:
http://bankrupt.com/misc/SURTRONICSINCcashcoll2budget.pdf

First Citizens will have a lien post-petition on the Debtor's cash
collateral, including insurance proceeds, to the same extent,
validity, and priority as existed pre-petition.

On Nov. 26, 2013, Judge Humrickhouse entered an order stating that
in addition to those uses approved, on an interim basis, in the
cash collateral order dated Oct. 29, 2013, the Debtor is
authorized to use cash collateral outside the ordinary scope of
business for the repair-related expenses generally set forth in
this budget:

    http://bankrupt.com/misc/SURTRONICSINCcashcoll2budgetb.pdf

In an agreed second motion dated Oct. 31, 2013, the Debtor stated
that in June 2013, a fire resulted in significant damage at the
Debtor's facility.  Through this case, the Debtor has and
continues to address its fire loss claims by rebuilding its
manufacturing facility and continuing negotiations with the
Debtor?s insurance provider for resolution of the full claim of
loss.  In the meantime, the Debtor is moving forward with
cleaning, repair and restoration of the fire-damaged area, and
removal of damaged equipment and other property.

According to David A. Matthews, Esq., at Shumaker Loop & Kendrick,
LLP, the attorney for the Debtor, the repair expenses are largely
one0time expenses not included in the Debtor's monthly operating
budget approved by the Bankruptcy Court in the previous order, or
in the subsequent budget for November and December 2013.  The
Debtor intends to use partial proceeds it has already received
from its insurance claim to pay the repair expenses, and has
sufficient cash-on-hand to make the payments without any
detrimental effect on operations or the budgets.

In the previous cash collateral order, the Bankruptcy Court ruled
that the Debtor "may spend no more than the budget, with a ten
percent variance allowance, without (i) advance consent of First
Citizens, or (ii) further order of this Court."  The Debtor
reviewed the repair expenses with counsel for First Citizens.
First Citizens approved payment of the repair expenses, and
counsel for First Citizens consents to the relief requested in
this motion.

First Citizens is represented by:

         WARD AND SMITH, P.A.
         Paul A. Fanning, Esq.
         P.O. Box 8088
         Greenville, NC 27835-8088
         E-mail: PAF@wardandsmith.com

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.


SURTRONICS INC: May Hire Keith Johnson to as Special Counsel
------------------------------------------------------------
The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for
the Eastern District of North Carolina entered a consent order
allowing Surtronics, Inc., to employ Keith Johnson, Esq., and
Poyner Spruill LLP as special counsel.

As reported by the Troubled Company Reporter on Oct. 21, 2013, the
Bankruptcy Administrator asked the Bankruptcy Court to deny the
Debtor's request to employ Mr. Johnson and Poyner Spruill to
provide legal advice about environmental conditions at the
Debtor's facility on Beryl Road in Raleigh, North Carolina, and to
represent the Debtor in pursuit of contributions to environmental
costs the Debtor has and will incur from potentially responsible
parties.  The Bankruptcy Administrator said that the attorney and
paralegal hourly rates sought by the firm appear to be excessive
for the district.  The engagement letter stated that Mr. Johnson's
hourly rate is $430 and that paralegals charge between $180 and
$220 per hour.

The Debtor, Mr. Johnson, and the Bankruptcy Administrator have
discussed the Bankruptcy Administrator's concerns and have agreed
that the attorney hourly rates won't exceed $425 and the paralegal
hourly rates won't exceed $135.

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.


SURTRONICS INC: Amends Schedules of Assets & Liabilities
--------------------------------------------------------
Surtronics, Inc., filed its amended schedules of assets and
liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,450,000
  B. Personal Property            14,850,878
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,843,448
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $19,740
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         1,643,900
                                 -----------      -----------
        TOTAL                    $16,300,878       $3,507,088

A copy of the amended schedules is available for free at:

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

In the prior iteration of the schedules, filed Nov. 7, 2013, the
Debtor disclosed that it owed $1,573,167 to creditors holding
unsecured non-priority claims and that its liabilities totaled
$3,436,355.

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.


SURTONICS INC: No Creditors' Committee Appointed
------------------------------------------------
The Bankruptcy Administrator for the Eastern District of North
Carolina is unable to organize and recommend to the Bankruptcy
Court the appointment of a committee of creditors holding
unsecured claims against Surtronics, Inc.  "Despite efforts by the
Bankruptcy Administrator to contact unsecured creditors, as of the
date of the Section 341 meeting of creditors, sufficient
indications of willingness to serve on a committee of unsecured
creditors were not received from persons eligible to serve on a
committee," the Bankruptcy Administrator said.

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.


T-L BRYWOOD: Has Access to RCG-KC Cash Collateral in December
-------------------------------------------------------------
T-L Brywood, LLC, obtained permission from the Hon. J. Philip
Klingeberger of the U.S. Bankruptcy Court for the Northern
District of Indiana to use the cash collateral of RCG-KC Brywood
LLC, successor to The Private Bank and Trust Company, until
Dec. 31, 2013.

As adequate protection, the lender will be granted valid,
perfected, enforceable security interests in and to the Debtor's
post-petition assets, to the extent and priority of its alleged
prepetition liens, to the extent of any diminution in the value of
the assets.

                       About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.
The case was transferred to the U.S. Bankruptcy Court for the
Northern District of Indiana (Case. 13-21804) on May 14, 2013.


TEXTRON FINANCIAL: Fitch Affirms 'BB' Rating on Jr. Sub. Notes
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and
long-term debt ratings for Textron Inc. (TXT) and Textron
Financial Corporation (TFC) at 'BBB-'. The Rating Outlooks are
Stable. TXT's short-term ratings have been affirmed at 'F3'.

Beechcraft Acquisition:

TXT announced on Dec. 26, 2013, an agreement to acquire Beechcraft
for approximately $1.4 billion which it plans to fund using cash
and up to $1.1 billion of debt. TXT is not assuming any debt but
will assume an estimated $80 million of net pension obligations.
The acquisition could close in the first half of 2014, pending
regulatory approval.

Fitch estimates new debt associated with the acquisition will
increase TXT's pro forma debt/EBITDA at Sept. 30, 2013 to nearly
2.5x compared to 1.8x prior to the acquisition, including
estimated EBITDA at Beechcraft. Fitch anticipates TXT will
generate sufficient free cash flow (FCF) to reduce debt to around
2.0x within one year based on modest debt reduction, margin
improvement at TXT on a standalone basis, and operating
improvements at Beechcraft as TXT integrates the business. Margin
improvements will be partly offset by restructuring costs in 2014
and inventory purchase price adjustments. Fitch anticipates
additional debt reduction in 2015 which could return leverage to
the current level or below.

The acquisition of Beechcraft provides TXT with an opportunity to
broaden its presence in piston-engine and turboprop aircraft and
realize operating efficiencies across the combined business with
Beechcraft. Beechcraft also makes light attack military aircraft
sold to U.S. and foreign military customers, and it continues to
provide service and support to its installed base of Hawker jets,
which were discontinued after the company filed bankruptcy in
2012. The transaction increases TXT's exposure to the aerospace
and defense business which represents approximately three-fourths
of TXT's manufacturing revenue.

Fitch believes much of the value of the acquisition to TXT is
concentrated in Beechcraft's customer support business. The
business represents nearly one-third of Beechcraft's revenue but
generates stronger margins than the general aviation and defense
businesses. The favorable margins and recurring nature of the
support business mitigate aircraft revenue, which is subject to
cyclical demand.

Key Rating Drivers:

The planned acquisition of Beechcraft occurs at a time when TXT's
FCF is weak, but Fitch believes this will improve significantly in
2014. Fitch estimates manufacturing FCF for all of 2013 will be
near break-even or slightly positive compared to FCF of negative
$310 million for the last 12 months ended Sept. 30, 2013 and in
excess of a positive $300 million during each of the past several
years.

Weak FCF includes the impact of higher inventory at Cessna and
Bell due to a ramp-up of production for certain aircraft and lower
than expected demand at Cessna. Some of the increase in inventory
is expected to reverse due to the timing of deliveries which could
increase in the fourth quarter. Also, the conversion to a new
enterprise resource planning (ERP) system at Bell created delays
in OEM and aftermarket parts shipments which are gradually being
caught up.

Fitch estimates FCF will recover in 2014 to approximately $500
million or more as a result of inventory reductions, stronger
operating margins, and lower pension contributions. Actual cash
flow will be sensitive to demand for business jets and TXT's
ability to realize operating improvements at Bell and Textron
Systems, and cost synergies at Beechcraft.

TXT's ratings incorporate the well-established market positions of
the company's aerospace, defense and industrial businesses;
significant progress toward exiting TFC's non-captive portfolio;
adequate liquidity; and disciplined cash deployment. Leverage
prior to the Beechcraft acquisition is low for the ratings, with
manufacturing debt/EBITDA of 1.8x at Sept. 28, 2013. Pro forma
leverage (including debt used to fund the acquisition) will be
somewhat weak, but should begin to decline during 2014. Other
credit measures, including FCF and operating margins, are not as
strong, but should begin to improve.

Rating concerns include weak FCF, pressure on the U.S. defense
budget that could limit military sales at the Bell and Textron
Systems businesses, and potential support required for TFC,
although this concern is substantially less than in the past. In
addition, TXT's financial performance is constrained by the lack
of a meaningful recovery in industry demand for business jets,
particularly at the light end of the market where TXT's Cessna
business is concentrated. As a result, Cessna currently provides
little support to TXT's overall profitability and cash flow.
Cessna's unit deliveries and revenue appear likely to decline in
2013, with a return to modestly higher industry demand possible in
2014.

Even if the market starts to recover, Cessna's volumes likely will
remain below peak levels for several years, partly reflecting the
trend toward larger jets. During 2013, Cessna reduced production
to match lower demand but reported a loss through the first three
quarters. The fourth quarter could improve, based on normal
seasonality and initial deliveries of the new Citation M2 and
upgraded Sovereign business jets, which may return Cessna close to
break-even profitability for the full year if higher deliveries
are realized.

At Sept. 28, 2013, liquidity at the manufacturing business
included cash of $444 million and a $1 billion five-year bank
facility that expires in 2018 and is available to back commercial
paper. The facility includes a maximum debt-to-capitalization
covenant of 65% and a requirement that TFC's leverage not exceed
9:1. Fitch calculates these covenants were well within compliance
at the end of the third quarter. Liquidity was offset by $104
million of debt due within one year. TXT's long-term debt is well
distributed; the earliest maturity is in 2015 and maturities in
any single year do not exceed $400 million. Liquidity can be
affected by TXT's support for TFC through capital contributions or
intercompany loans, but these have been immaterial in 2013. Fitch
expects future support for TFC will be minimal.

TXT plans to contribute approximately $200 million to its pension
plans for all of 2013, down from $405 million in 2012 and $642
million in 2011. An increase in discount rates during 2013 could
potentially reduce the net pension liability as well as future
contributions. At the end of 2012, the pension deficit was $1.3
billion (81% funded).

Other uses of cash include capital expenditures which TXT
estimates at approximately $500 million in 2013, slightly higher
than in 2012. Capex could stabilize and eventually begin to
decline as new aircraft enter production. Fitch expects
acquisitions to be limited in the near term while TXT integrates
Beechcraft.

At the manufacturing business, Bell's revenue and profitability
have been temporarily reduced by the implementation of a new ERP
system earlier in 2013 and by production delays ahead of a new
five-year UAW labor contract that was signed in October 2013. The
negative impact of these developments should decline gradually.
Stronger demand for commercial helicopters, including new-product
introductions, mitigates concerns about military revenue.
Deliveries of the H-1 and V-22 military aircraft programs should
be generally stable through 2014; a second multi-year contract to
deliver 99 V-22 units starting in late 2014 was recently awarded
which would mitigate, but not necessarily eliminate, a decline in
production after 2014. In addition, Bell has a substantial
installed base that could benefit from aftermarket spending and
modernization programs.

Textron Systems' revenue has increased modestly, reflecting
favorable volumes in programs for unmanned air systems and
precision munitions. The business provides a broad mix of products
that reduces its exposure to single programs. Revenue at Textron
Systems could be flat to slightly higher during the next several
years as foreign sales offset reduced defense spending. Margins
have been pressured in recent periods by delays in a UAS retrofit
development program and by execution problems on a fee-for-service
UAS contract which is effectively performing at a break-even
level.

Textron Financial Corporation:

The affirmation and equalization of TFC's ratings with those of
TXT reflects Fitch's view that TFC is a core subsidiary to its
parent, and Fitch's expectation that the acquisition will have a
minimal impact on TFC. It is possible that a portion of future
Beechcraft aircraft sales may be financed through TFC, although
Fitch believes any increase in originations at TFC will be managed
in the context of TFC's targeted overall size of approximately
$1.5 billion.

The equalization of the TXT and TFC ratings reflects the strong
operational and financial linkages between the two companies and
the strategic importance of TFC to its parent as illustrated
through a support agreement. The agreement requires TXT to
maintain full ownership in TFC and ensure TFC has a minimum net
worth of $200 million and fixed-charge coverage of 1.25x. Other
factors supporting the rating linkage include a shared corporate
identity, common management, and the extension of intercompany
loans to TFC.

While non-captive receivables remain in the portfolio, TFC is
prudently managing the timely liquidation and sale of the golf
mortgage and structured assets. The non-captive portfolio totaled
$210 million at Sept. 30, 2013, compared to $370 million at Dec.
31, 2012. Fitch views the progress TFC has made in liquidating the
non-captive portfolio favorably, and believes its liquidation has
significantly reduced credit risk in the portfolio. Asset quality
for the first nine months of 2013 improved as non-accrual finance
receivables declined 34.3% from Dec. 31, 2012. The structured
portfolio, which consists primarily of rail car leases, is the
largest portion of the non-captive segment. Fitch believes these
leases have lower credit risk given the strong credit quality of
the lessee.

Cash collections on liquidated receivables and repayments of
receivables have continued to reduce TFC's debt balance. Fitch
believes TFC has sufficient liquidity to repay its outstanding
debt obligations; however, if cash generated from operations and
receivable repayments and liquidations are less than expected, TXT
would need to provide further support to TFC. TFC's debt to equity
ratio was 1.9x at Sept. 30, 2013, as estimated by Fitch, compared
to 2.9x at the end of 2012 and 4.5x at the end of 2011.

The Finance group's captive portfolio totaled $1,379 million,
including $825 million at TFC as of Sept. 30, 2013, and consisted
primarily of aviation receivables. Non-accrual accounts were 10.7%
of TFC's total captive receivables at Sept. 30, 2013, compared to
8.3% at the end of fiscal 2012, due to a decline in the
receivables balance. Although the level of non-accrual accounts is
relatively high, potential concerns about credit quality in the
captive portfolio are mitigated by TFC's experience managing
aviation receivables.

Rating Sensitivities:

At TXT, the ratings are capped in the near term due to higher debt
and leverage associated with the Beechcraft acquisition.

Fitch could take a negative rating action if FCF fails to improve
to a substantially higher level in 2014, Cessna's business jet
market worsens, or margins remain at lower levels due to
additional operating challenges or unexpected difficulties
integrating Beechcraft. Any future unexpected material support for
TFC would be a negative consideration, but this concern is much
smaller than in the past due to the significant reduction of TFC's
non-captive portfolio in recent years.

At TFC, the Stable Rating Outlook is linked to that of its parent.
Positive ratings will be limited by Fitch's view of TXT's credit
profile. Fitch cannot envision a scenario where the captive would
be rated higher than its parent.

A negative rating action at TFC could be driven by a change in the
perceived relationship between the parent and subsidiary, such as
if Fitch believed that TFC had become less core to the parent's
strategic operations or adequate financial support was not
provided in a time of crisis. Additionally, deterioration in asset
quality, the generation of consistent operating losses, a material
increase in leverage beyond management's target of 7.0x, and/or a
reduction in the company's liquidity profile could also yield
negative rating actions.

Fitch has affirmed the ratings for TXT and TFC as follows:

Textron Inc.

-- IDR at 'BBB-';
-- Senior unsecured bank facilities at 'BBB-';
-- Senior unsecured debt at 'BBB-';
-- Short-term IDR at 'F3';
-- Commercial paper at 'F3'.

Textron Financial Corporation

-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB-';
-- Junior subordinated notes at 'BB'.

At Sept. 28, 2013, there was approximately $3.3 billion of debt
outstanding including $2 billion at the manufacturing business and
$1.3 billion in the Finance group of which $856 million was at
TFC.


THERAPEUTICSMD INC: Names Randall Stanicky to Board of Directors
----------------------------------------------------------------
Randall S. Stanicky, CFA, a highly-regarded senior equity analyst
with extensive experience in the specialty pharmaceutical and
healthcare services sectors, has been named to TherapeuticsMD,
Inc.'s Board of Directors, replacing Samuel A. Greco.

Mr. Stanicky currently serves as managing director, Global Equity
Research at RBC Capital Markets, focusing on the specialty
pharmaceuticals sector and has spent almost 15 years in equity
research covering healthcare stocks.  He previously served in
senior roles at Goldman Sachs and Canaccord Genuity on the sell
side.  His prior coverage experience within the healthcare sector
has been broad, spanning specialty pharmaceuticals, the healthcare
supply chain, contract research and healthcare technology.  Prior
to that, he followed healthcare stocks on the buy side at
Citigroup Global Asset Management.

"We are pleased to welcome Randall Stanicky to our Board of
Directors," said the Honorable Tommy G. Thompson, Chairman of
TherapeuticsMD.  "His extensive knowledge of the specialty
pharmaceuticals sector along with his analytical and financial
acumen will offer a welcome and broadened perspective to the
Company as we advance the development of our portfolio of hormone
therapy products.  We thank Samuel Greco for his valuable
contributions to the Board of Directors and extend our
appreciation for his service."

"Mr. Stanicky is a well-respected senior research analyst and we
are delighted to have him join our Board," said Robert Finizio,
chief executive officer and co-founder of TherapeuticsMD.  "The
insight and knowledge gained from his successful career as an
equity analyst covering specialty pharmaceuticals will be
important as we build the Company's leadership position in women's
healthcare.  We are grateful to have someone of his caliber on our
team and we look forward to his contributions," added Mr. Finizio.

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $68.47 million in total assets, $6.39
million in total liabilities and $62.08 million in total
stockholders' equity.


THOMAS PROPERTIES: Terminates Offerings of Securities
-----------------------------------------------------
Thomas Properties Group, Inc., filed with the U.S. Securities and
Exchange Commission a post-effective amendment to its Form S-8
registration statement relating to the registration of 2,071,906
shares of common stock, par value $0.01 per share, of the Company
under the Company's 2004 Equity Incentive Plan and 2004 Non-
Employee Directors Restricted Stock Plan.

The Company also filed post-effective amendments to these
prospectuses:

   -- registration statement on Form S-3 registering $250,000,000
      of shares of common stock, par value $0.01 per share,
      preferred stock, par value $0.01 per share, warrants and
      debt securities of the Company.

   -- registration statement on Form S-3 registering $150,000,000
      of shares of common stock, par value $0.01 per share,
      preferred stock, par value $0.01 per share, warrants and
      debt securities of the Company.

   -- Registration Statement on Form S-3 registering $200,000,000
      of shares of common stock, par value $0.01 per share,
      preferred stock, par value $0.01 per share, warrants and
      debt securities of the Company.

   -- Registration Statement on Form S-3 registering 2,815,050
      shares of common stock, par value $0.01 per share, of the
      Company.

Effective Dec. 19, 2013, pursuant to that certain Agreement and
Plan of Merger, dated Sept. 4, 2013, by and among Parkway
Properties, Inc., Parkway Properties LP, PKY Masters LP, the
Company and Thomas Properties Group, L.P., the Company merged with
and into Parkway with Parkway continuing as the surviving
corporation.  As a result of the merger, the Company has
terminated any and all offerings of its securities pursuant to the
Registration Statements.

                 About Thomas Properties Group

Thomas Properties Group, Inc., -- http://www.tpgre.com/-- is a
full-service real estate company that owns, acquires, develops and
manages primarily office, as well as mixed-use and residential
properties on a nationwide basis.  The company's primary areas of
focus are the acquisition and ownership of premier properties,
both on a consolidated basis and through its strategic joint
ventures, property development and redevelopment, and property
management and leasing activities.

The Company's balance sheet at Sept. 30, 2013, showed $1.12
billion in total assets, $773.33 million in total liabilities and
$355.92 million in total equity.

                            *   *    *

This concludes the Troubled Company Reporter's coverage of Thomas
Properties Group, Inc., until facts and circumstances, if any,
emerge that demonstrate financial or operational strain or
difficulty at a level sufficient to warrant renewed coverage.


THOMAS PROPERTIES: Common Stock Delisted From NYSE
--------------------------------------------------
A Form 25 was filed with the U.S. Securities and Exchange
Commission to remove Thomas Properties Group Inc.'s common stock,
$.01 par value, from listing or registration with The New York
Stock Exchange LLC.

                    About Thomas Properties Group

Thomas Properties Group, Inc., is a full-service real estate
company that owns, acquires, develops and manages primarily
office, as well as mixed-use and residential properties on a
nationwide basis.  The company's primary areas of focus are the
acquisition and ownership of premier properties, both on a
consolidated basis and through its strategic joint ventures,
property development and redevelopment, and property management
and leasing activities.  For more information about Thomas
Properties Group, Inc., please visit www.tpgre.com.

The Company's balance sheet at Sept. 30, 2013, showed $1.12
billion in total assets, $773.33 million in total liabilities and
$355.92 million in total equity.


TRANS ENERGY: Closes Sale Agreement with Antero for $36.3-Mil.
--------------------------------------------------------------
American Shale Development, Inc., and Prima Oil Company, Inc.,
wholly owned subsidiaries of Trans Energy Inc., Republic Energy
Ventures, LLC, and Sancho Oil and Gas Corporation, closed a
transaction that was previously announced pursuant to a Purchase
and Sale Agreement dated Sept. 30, 2013, with Antero Resources
Corporation.  Pursuant to the Purchase and Sale agreement, the
Sellers sold to Antero approximately 4,650 lease acres (net of
both curable and incurable title defects) and leasehold working
interests in certain existing wells, located in Tyler County, West
Virginia.  The Company owned 1,114.8 lease acres (net of curable
and incurable title defects) of the total 4,650 lease acres in the
Sold Assets.  Under the Purchase and Sales Agreement the purchase
price for the Sold Assets was $36.3 million, net of a holdback
amount of $4.1 million of which the Company received approximately
$10.6 million in cash at closing.  A total of 118.6 lease acres
were excluded from the sale (39.8 lease acres net to the Company)
due to incurable title defects.  An additional 135.5 lease acres
(30.7 lease acres net to the Company) were excluded from the sale
due to curable title defects.  The Company expects to cure these
title defects within the next 30 days, at which time an additional
$0.2 million will become due and payable to the Company per the
terms of the PSA.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $83.06
million in total assets, $85.46 million in total liabilities and a
$2.40 million total stockholders' deficit.


TRIBUNE CO: To Meet With Lawmaker on Spinoff
--------------------------------------------
Keach Hagey, writing for The Wall Street Journal, reported that
media company Tribune Co. said its management plans to meet with
Rep. Henry Waxman, a California Democrat, to discuss his concerns
about the impact on the Los Angeles Times of Tribune's proposed
newspaper spinoff.

According to the report, the congressman raised his concerns in a
letter to Tribune Chief Executive Peter Liguori.  Rep. Waxman
pointed to Tribune's disclosures in a regulatory filing this month
that the newspaper company created in the spinoff would take on
debt to finance a special dividend to Tribune. The newspaper
company would include the L.A. Times, along with other Tribune
papers, such as the Chicago Tribune and Baltimore Sun.

"The requirement that the newspaper unit go into debt to pay a
cash dividend to the Tribune Co. will undoubtedly enrich the
Tribune Co., but it may do so at the expense of the financial
health of the Los Angeles Times and the other papers in the
newspaper unit, all of which are already facing financial
strains," Rep. Waxman said in his letter, which was released to
the media, the report cited.

The size of the dividend, and the amount of debt to be taken on by
Tribune Publishing, as the new company will be called, weren't
disclosed in the filing, the report said.

In his letter, Rep. Waxman also noted that, after the split, the
L.A. Times would have to rent its historic headquarters from
Tribune Co., which would retain its newspapers' real-estate
holdings, the report related.

                        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.


TXU CORP: Bank Debt Trades at 31% Off
-------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 70.57 cents-on-the-
dollar during the week ended Friday, December 27, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.15
percentage points from the previous week, The Journal relates. TXU
Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


URBAN AG: Dismisses Harris F. Rattray CPA as Accountants
--------------------------------------------------------
Urban AG. Corp. received a letter from the U.S. Securities and
Exchange Commission informing the Company that effective Nov. 21,
2013, the Public Company Accounting Oversight Board revoked the
registration of the Company's independent auditor Harris F.
Rattray CPA.  As a result of the revocation, the Company can no
longer include the audit reports of Harris F. Rattray CPA in the
Company's filings with the SEC.  As a result, the Company will be
required to have its financial statements for the year ended Dec.
31, 2012, re-audited by a firm that is registered with the PCAOB.

The Company dismissed Harris F. Rattray CPA as its independent
auditor and is interviewing PCAOB accounting firms to serve as its
independent auditor for the fiscal year ending Dec. 31, 2013.

Harris F. Rattray CPA's reports on the Company's consolidated
financial statements for each of the fiscal years ended Dec. 31,
2012, and 2011 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.

During the years ended Dec. 31, 2012, and 2011 and through
Dec. 10, 2013, there were no disagreements with Harris F. Rattray
CPA on any matter of accounting principle or practice, financial
statement disclosure or auditing scope or procedure which, if not
resolved to Harris F. Rattray CPA's satisfaction, would have
caused them to make references to the subject matter in connection
with their reports of the Company's consolidated financial
statements for those years.

In addition, the Company believes there were no other reportable
events as defined in Item 304 of Regulation S-K.

                          About Urban AG

North Andover, Massachusetts-based Urban AG. Corp, through its
wholly-owned subsidiary CCS Environmental World Wide, Inc.,
provides hazardous material abatement and environment remediation
services.

The Company's balance sheet at Sept. 30, 2013, showed $3.33
million in total assets, $12.84 million in total liabilities and a
$9.50 million total stockholders' deficit.

                        Bankruptcy Warning

"Urban Ag is in the process of attempting to secure sufficient
financing to continue operations.  We have been working to obtain
financing from outside investors for more than 12 months, but have
not yet been successful.  In the interim, short-term debt
financing provided primarily by a corporate investor has secured
all of the company's assets, and is being utilized to support
governance and compliance activities.  Additionally, non-payment
of professional and other service providers and reduced general
spending have been instituted until such time as financing is
secured, if ever.  If we are unable to obtain financing, we will
be required to further curtail our operations or cease conducting
business.  Given our current level of debt, we do not expect that
our stockholders would receive any proceeds if we declare
bankruptcy or seek to liquidate the Company," the Company said in
its quarterly report for the period ended Sept. 30, 2013.


VERTICAL COMPUTER: Settles Infringement Claim vs. LG Electronics
----------------------------------------------------------------
Vertical Computer Systems, Inc., has settled the patent
infringement claim that the Company initiated in federal court
against LG Electronics MobileComm U.S.A., Inc., and LG
Electronics, Inc.

Pursuant to the confidential settlement agreement, the Company has
granted to LG a non-exclusive, fully paid-up license under the two
patents which were the subject of this litigation, together with
any continuation patents of the Patents-in-Suit and any other
patents with the same priority claim as the Patents-in-Suit.

                      About Vertical Computer

Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, MaloneBailey, LLP, in
Houston, Texas, noted that the Company suffered net losses and has
a working capital deficiency, which raises substantial doubt about
its ability to continue as a going concern.

Vertical Computer disclosed a net loss of $1.31 million on $5.47
million of total revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $167,588 on $6.27 million of total
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $1.32 million in total assets,
$15.22 million in total liabilities, $9.90 million in convertible
cumulative preferred stock, and a $23.80 million total
stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing net losses and a working capital
deficiency, which raises substantial doubt about the Company's
ability to continue as a going concern.


VISION INDUSTRIES: Reexamines Accounting Treatment of Grants
------------------------------------------------------------
Vision Industries retracted its Nov. 13, 2013, press release
regarding its anticipated profitability in 2014, as it seeks a
consensus concerning the accounting treatment of the Federal cost-
share grants.

                       About Vision Industries

Long Beach, Cal.-based Vision Industries Corp. focuses its
efforts in building Class 8 fuel cell electric vehicles (FCEV)
used in drayage transportation.

Vision Industries reported a net loss of $5.28 million on $26,545
of total revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $6.44 million on $764,157 of total revenue for
the year ended Dec. 31, 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $1.06 million in total assets, $2.89
million in total liabilities and a $1.82 million total
stockholders' deficit.

DKM Certified Public Accountants, in Clearwater, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company's cash and available credit are
not sufficient to support its operations for the next year.
Accordingly, management needs to seek additional financing that
raises substantial doubt about its ability to continue as a going
concern.


WAFERGEN BIO-SYSTEMS: Amends Form S-1 Registration Statements
-------------------------------------------------------------
Wafergen Bio-Systems, Inc., separately filed with the U.S.
Securities and Exchange Commission amendments to the following
propectuses:

   (a) Registration statement relating to the offering by
       Biomedical Value Fund, L.P., WS Investments II, LLC, Class
       D Series of GEF-PS, L.P., et al., of up to 10,949,689
       shares of common stock, par value $0.001 per share.

   (b) Registration statement relating to the offering by Neel B.
       Ackerman and Martha N. Ackerman, Jt. WROS; Applebaum Family
       Limited Partnership, The Bahr Family LP, et al., of up to
       11,278,129 shares of common stock, par value $0.001 per
       share.

The Company will not receive any proceeds from the sale of common
stock by the selling stockholders.

The Company's common stock is traded on the OTCQB Marketplace
under the symbol "WGBS."  On Dec. 17, 2013, the closing price of
the Company's common stock was $1.50 per share.

Copies of the Amendments are avaiable for free at:

                         http://is.gd/YiF8Gy
                         http://is.gd/dA8P7i

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

The Company reported a net loss of $8.2 million on $586,000 of
revenue in 2012, net loss of $13.1 million on $523,000 of revenue
in 2011.

As reported in the TCR on April 11, 2013, SingerLewak LLP, in San
Jose, California, expressed substantial doubt about WaferGen Bio-
systems' ability to continue as a going concern, citing the
Company's operating losses and negative cash flows since
inception.

The Company's balance sheet at Sept. 30, 2013, showed $15.75
million in total assets, $5.80 million in total liabilities, $4.02
million in series A and B convertible preference shares of
subsidiary, and $5.93 million in total stockholders' equity.


WATERSIDE CAPITAL: Provides Update on SBA's Receivership Complaint
------------------------------------------------------------------
Waterside Capital Corporation, a Small Business Investment
Company, is a party, as previously disclosed, to a Loan Agreement
with the United States Small Business Administration.  Under the
terms of the Loan Agreement, the Company's then existing
debentures were repurchased effective September 1, 2010 by the SBA
and a new debt instrument was put into place.  The Company's debt
to the SBA matured March 31, 2013.

As disclosed in the Company's Form 8-K filed with the U.S.
Securities and Exchange Commission on Nov. 29, 2013, the Company
learned on Nov. 28, 2013 that the SBA had filed a complaint in the
United States District Court for the Eastern District of Virginia
on November 20, 2013 seeking, among other things, receivership for
the Company and a judgment in the amount outstanding under the
Loan Agreement plus continuing interest.

In the Form 8-K, the Company stated that it did not intend to
contest the actions of the SBA.  The Board of Directors of the
Company has now further studied the Complaint.  Moreover, as a
result of discussions with the SBA, a review of the Company's
actions since 2010, and additional substantive discussions with
its advisors, the Company has re-evaluated its initial position.
As a result, the Company will take steps to contest the Complaint.
There can be no assurance that the Company will be successful in
contesting the Complaint or otherwise impacting the timing,
circumstances or consequences of the SBA's request that it be
named permanent receiver of the Company for the purpose of
liquidating all of the Company's assets and satisfying the claims
of its creditors.

               About Waterside Capital Corporation

Waterside Capital Corporation -- http://www.watersidecapital.com
-- is a Small Business Investment Company (SBIC) headquartered in
Virginia Beach, Virginia with a portfolio of approximately $11.8
million of loans and investments in 9 companies located primarily
in the Mid-Atlantic region.  Waterside Capital's individual
investments range from $500,000 to over $3 million.


WHEATLAND MARKETPLACE: Can Use Cash Collateral Until Jan. 31
-------------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, entered an interim order allowing
Wheatland MarketPlace, LLC, to use until Jan. 31, 2014, the cash
collateral of the U.S. Bank National Association, as Trustee for
Bear Stearns Commercial Mortgage Securities, Inc., Commercial
Mortgage Pass-Through Certificates, Series 2003-TOP12 acting by
and through C-III Asset Management LLC, in its capacity as special
servicer pursuant to that certain Oct. 1, 2003 pooling and
servicing agreement.

Use of cash collateral will be in accordance with a budget.  A
copy of the budget is available for free at:

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

The cash collateral includes any cash or cash equivalents, funds
or proceeds of or from that certain improved real property
described in the certain mortgage and security agreement dated
Aug. 27, 2003, executed by the Debtor for the benefit of Principal
Commercial Funding, LLC, to pay operating expenses of the
Property.

As adequate protection for the Debtor's use of cash collateral,
(a) the Debtor will make a $95,021 payment to U.S. Bank by
Jan. 15, 2014; provided, however, that the application of the
payment by U.S. Bank against any indebtedness owing in accordance
with the terms of the loan documents will be provisional only and
subject to further court order, and (b) U.S. Bank will have nunc
pro tunc as of the commencement of the Chapter 11 case, a
replacement lien and security interest on all property acquired or
generated postpetition by the Property, to the same extent and
priority and of the same kind and nature as U.S. Bank's
prepetition liens and security interests in the cash collateral.

A hearing on the Debtor's cash collateral use will be held on
Jan. 28, 2014.

                  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.


WINECARE STORAGE: NY Judge to Hold Hearing on Possible Liquidation
------------------------------------------------------------------
Charles V. Bagli at The New York Times reports that Derek L.
Limbocker, a onetime financial adviser, publisher of rare art
prints and society figure in Newport, Rhode Island, and New York,
has been stiff-arming his clients for the past 13 months.

Mr. Limbocker sought protection from creditors in bankruptcy
court, while he says he struggles to salvage his business and the
270,000 bottles of rare and valuable wine stored by financiers,
high-powered litigators and real estate investors in his cellars
in a West Chelsea warehouse, according to The New York Times.  The
problems began when water poured into the cellars during Hurricane
Sandy, the report relates.

Now Mr. Limbocker's law firm has quit.  Mr. Limbocker's company,
WineCare Storage, is insolvent.

Judge Robert E. Gerber of United States Bankruptcy Court in
Manhattan will hold a hearing on whether to liquidate WineCare,
the report notes.

"The time has come to shed some sunlight on the operations of this
business and return people's personal property to them,' said
Gregg L. Weiner, a lawyer who filed papers in bankruptcy court
supporting liquidation.  Mr. Weiner represents four clients who
collectively stored more than $1 million worth of wine at
WineCare:

   -- Philip M. Waterman III, a real estate investor;
   -- Lucio A. Noto, a former vice chairman of ExxonMobil;
   -- David R. Parker, a hedge fund manager; and
   -- Barry S. Volpert, a partner in a private equity firm.

The report notes that Donald Drapkin, a hedge fund manager who had
$5.3 million worth of wine at WineCare, also filed papers
supporting liquidation.  Mr. Drapkin said he had "lost faith in
Derek Limbocker's judgment, his management ability, and, most
importantly, his integrity."

During the summer Mr. Limbocker's bankruptcy lawyers, Schulte Roth
& Zabel, withdrew from the case, citing "irreconcilable views,'
the report discloses.

At the end of August, the report says Mr. Limbocker notified his
clients that they could file an application for their wine,
triggering more than 200 requests.  A fraction of the requests
have been filled, Mr. Limbocker said.

In November, the trustee in the case filed a motion asking the
judge to convert the case to Chapter 7 liquidation or dismiss the
case, which would probably trigger an avalanche of individual
lawsuits, the report notes.  WineCare, the trustee said, could not
pay its bills, was sinking into debt and had failed to file the
required reorganization plan, the report adds.


WOLF CREEK INDUSTRIES: 16 Units at Baldwin Condo to Be Sold Jan. 7
------------------------------------------------------------------
Hancock Bank, successor in interest to Peoples First Community
Bank, by asset acquisition from the FDIC as receiver for Peoples
First Community Bank, will sell, at public outcry to the highest
bidder for cash, in front of the main entrance to the Courthouse
in Bay Minette, Baldwin County, Alabama on Jan. 7, 2014, during
the legal hours of sale, Units D-1, D-2, 1, 3, 4, 5, 7, 9, 11, 13,
16, 18, 19, 41, 44 and 45 of The Commons, A Condominium situated
in Baldwin County, Alabama.

Peoples First Community Bank is the holder of the Mortgage
executed by Wolf Creek Industries, Inc., the owner of the condo
units.

The sale is made for the purpose of paying the debt secured by the
mortgage, as well as the expenses of foreclosure.  Wolf Creek is
in default under the Mortgage.

Each Unit will be first offered for sale separately and then en
masse and will be sold on an "as is" basis, subject to any unpaid
taxes.

Hancock Bank is represented by:

     Richard A. Wright, Esq.
     JONES, WALKER, LLP
     Battle House Tower 11
     N. Water Street, Suite 1200
     Mobile, AL 36602
     Tel: (251) 439-7573
     E-mail: rwright@joneswalker.com


WOUND MANAGEMENT: Obtains $2.4 Million Funding Commitment
---------------------------------------------------------
Wound Management Technologies, Inc., entered into a funding
agreement with certain of its existing shareholders or their
representatives, pursuant to which the Investors committed to
purchasing, at a price of $70.00 per share, an aggregate of
$2,400,000 of the Company's Series C Convertible Preferred Stock.
The closing of the transactions contemplated by the Funding
Agreement is subject to the entry by the Investors and the Company
into final subscription agreements.  No single Investor's
obligation to fund under the Funding Agreement is contingent upon
funding by any other Investor.

A copy of the Funding Agreement is available for free at:

                        http://is.gd/LYluS2

                       About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Wound Management disclosed a net loss of $1.84 million on $1.17
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $12.74 million on $2.21 million of revenue
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $1.18 million in total assets, $6.66 million in total
liabilities and a $5.48 million total stockholders' deficit.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit which factors raise substantial
doubt about the ability of the Company to continue as a going
concern.


WPCS INTERNATIONAL: Amends SPA to Clarify Trading Restrictions
--------------------------------------------------------------
WPCS International Incorporation entered into Amendment No. 1 to
the Securities Purchase Agreement with certain accredited
investors pursuant to which the parties amended the Securities
Purchase Agreement entered into on Dec. 17, 2013, by and among the
Company and the Investors.  The Amendment was effective upon
execution of the Amendment by all parties, which occurred at
approximately 2:46 p.m. on Dec. 19, 2013.

The amendment was to clarify Section 1(f) of the Purchase
Agreement relating to the trading restrictions on the Investors
relating to prior convertible notes and warrants issued in
December 2012 so that the limitations on their conversions,
exercises or sales are limited to a pro rata amount based on the
amount of Notes such Investor was issued compared to the total
amount of Notes issued.  The Investors are prohibited from
converting the Notes, exercising the Warrants or selling the
shares of common stock issued upon such conversion or exercise if:
(i) the bid price of the Company's common stock exceeds $3.00 and
the amount of stock being converted, exercised or sold, as
applicable, does not exceed a percentage of the aggregate trading
volume on such date, with such percentage based upon the Company's
stock price; or (ii) the aggregate trading volume exceeds $5
million, subject to the Restrictions being imposed on such
conversions, exercises and/or sales above the Threshold.

Meanwhile, on Dec. 19, 2013, WPCS International held an earnings
conference call to discuss its unaudited financial results for the
second fiscal quarter ended Oct. 31, 2013, and to discuss the
Company's recent acquisition of BTX Trader LLC.  The script of the
earnings conference call is available at http://is.gd/VTrWC6

                     About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

The Company's balance sheet at Oct. 31, 2013, showed
$18.41 million in total assets, $13.87 million in total
liabilities, and $4.54 million in total equity.


YRC WORLDWIDE: Reaches Agreement to Reduce Debt by $300 Million
---------------------------------------------------------------
YRC Worldwide, Inc., has reached an agreement with certain holders
of its Series A Convertible Notes, Series B Convertible Notes and
other institutional investors that will allow it to reduce debt by
approximately $300 million.  In doing so, the Company will meet a
primary requirement (retiring at least 90 percent of the company's
Series A and B Convertible Notes) needed to satisfy the
International Brotherhood of Teamsters' (IBT) conditionality of
ratifying the Memorandum of Understanding (MOU) proposal that is
currently out for ratification by the Company's employees who are
IBT members.  However, the agreement will still remain contingent
on getting the MOU proposal ratified by its members.  The vote on
the MOU is anticipated to be complete on Jan. 8, 2014, and results
will be available shortly thereafter.  In addition, the debt
reduction deal is contingent on getting holders of at least 90
percent of the $124 million of the Company's pension fund debt to
amend and extend the currently outstanding note.

"The agreement is a momentous step toward delevering the company's
balance sheet, significantly improving the company's credit
profile and is expected to secure some of the best paying jobs in
the LTL industry," said James Welch, chief executive officer of
YRC Worldwide and president of YRC Freight.  "The last two years
have been a long and hard fought journey in turning around one of
the largest trucking companies in America.  After shedding a
significant portion of our non-core assets and operations and with
the help of our unionized and non-unionized employees, we have
focused our attention back to what we do best - North American LTL
trucking."

Under the agreement, the investors will invest $250 million in
cash for newly-issued shares of common stock of YRC Worldwide at a
price of $15.00 per share.  The proceeds will be used to pay off
the existing 6 percent Convertible Notes due February 2014 and
defease and/or pay off the existing Series A Convertible Notes due
March 2015.  In addition, holders of approximately $50 million
principal amount of the existing Series B Convertible Notes due
March 2015 will convert those notes to common stock at a price of
$15.00 to $16.01 per share, further reducing debt.  The Series B
Note holders that participate in the proposed transaction will
also consent to amend the indenture to remove substantially all
covenants and release the collateral securing those notes.  The
remaining Series B Convertible Notes may continue to be
outstanding until their scheduled maturity of March 31, 2015.
Consummation of the agreement is subject to a number of other
customary conditions as well.

"These transactions will result in a substantial reduction of our
debt and will position the company to address impending
maturities, including the 6% Convertible Notes due in February
2014," said Jamie Pierson, YRC Worldwide chief financial officer.
"These transactions also clear the way for us to enter the senior
debt markets to refinance our current term and asset- based loans
at more favorable interest rates."

"We must now focus on the upcoming ratification vote and amendment
and extension of the pension note as the two final steps in
completing this major debt reduction transaction and
reestablishing YRCW as a leader in the LTL industry.  With a
positive ratification vote and an amended and extended pension
fund note, the improved financial picture will allow the company
to increase its investment in new tractors, trailers, technology
and equally if not more importantly training and developing its
people.  Alternatively, if we are not successful, it would
unfortunately mean some very difficult decisions for the company
and its employees," added Welch.

Additional information is available for free at:

                       http://is.gd/dmR6eS

                       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.

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.


YRC WORLDWIDE: HG Vora Held 3.6% Equity Stake at Dec. 12
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, HG Vora Special Opportunities Master Fund, Ltd., and
its affiliates disclosed that as of Dec. 12, 2013, they
beneficially owned 400,000 shares of common stock of YRC
Worldwide, Inc., representing 3.66 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/b6eMzi

                        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.

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.


YRC WORLDWIDE: Carlyle Group Lowers Equity Stake to 13.3%
---------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, The Carlyle Group L.P. and its affiliates
disclosed that as of Dec. 17, 2013, they beneficially owned
1,624,879 shares of common stock of YRC Worldwide Inc.
representing 13.3 percent of the shares outstanding.  Carlyle
Group previously reported beneficial ownership of 1,991,862 common
shares or 18.1 percent equity stake as of May 23, 2013.

On Dec. 17, 2013, Carlyle Strategic Partners II, L.P., and CSP II
Coinvestment, L.P., sold $12,659,402 and $440,026, respectively,
in aggregate principal amount of 10 percent Series A Convertible
Senior Secured Notes due 2015 for cash consideration of
$11,757,419 and $408,674, respectively.

A copy of the amended regulatory filing is available at:

                        http://is.gd/S1MQpJ

                        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: Marc Lasry Held 13.7% Equity Stake at Dec. 19
------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Marc Lasry and his affiliates disclosed that as of
Dec. 19, 2013, they beneficially owned 1,738,391 shares of common
stock of YRC Worldwide Inc. representing 13.71 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/rB097j

                        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."


YUKOS OIL: Russia Frees Tycoon Mikhail Khodorkovsky
---------------------------------------------------
Andrey Ostroukh and Lukas I. Alpert, writing for The Wall Street
Journal, reported that Mikhail Khodorkovsky, the founder of the
defunct Yukos oil empire and Russia's most famous prisoner, walked
free and left for Germany on Dec. 20, after President Vladimir
Putin signed an order pardoning him after more than a decade
behind bars.

According to the report, federal prison officials said in a
statement that Mr. Khodorkovsky had requested documents allowing
to him travel abroad and then flew to Germany to meet with his
ailing mother, who is being treated there.

Mr. Khodorkovsy's press service had earlier said the former oil
tycoon's lawyers had been informed hours after Mr. Putin had
issued the pardon that Mr. Khodorkovsky had been released from the
prison in northwestern Russia and had left, the report related.  A
helicopter from Russia's Emergency Situations Ministry was seen
landing and taking off from near the prison early Friday but it
was unclear if Mr. Khodorkovsky was aboard.

The presidential decree setting the 50-year-old Mr. Khodorkovsky
free marked the end of a striking turn of events in a politically
charged case that has been a watershed moment of Mr. Putin's rule,
turning what was once Russia's wealthiest man into a potent symbol
for what the president's critics called the arbitrary use of
Kremlin power, the report said.

The Kremlin said Mr. Putin's decision was "guided by humanitarian
principles," the report further related.  A day earlier, Mr. Putin
surprised reporters after his annual year-end news conference by
saying he decided to issue a pardon because Mr. Khodorkovsky's
mother was ill and the former Yukos chairman had sent a request
for leniency.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- was an
open joint stock company under the laws of the Russian Federation.
Yukos was involved in energy industry substantially through its
ownership of its various subsidiaries, which own or are otherwise
entitled to enjoy certain rights to oil and gas production,
refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Russian Government sold its main production unit Yugansk to a
little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000-2003.  Yugansk
eventually was bought by state-owned Rosneft, which is now
claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-0775),
in an attempt to halt the sale of Yukos' 53.7% ownership interest
in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

On Nov. 23, 2007, the Russian Trading System and Moscow
Interbank Currency Exchange stopped trading Yukos shares after
the company formally ceased to exist.  Mr. Rebgun completed the
company's liquidation process after Russia's Federal Tax Service
has entered Yukos' liquidation on the Uniform State Register of
Legal Entities.

As reported in the Troubled Company Reporter-Europe on Nov. 14,
2007, the Moscow Arbitration Court entered an order closing the
liquidation proceedings of Yukos, 15 months after it was declared
bankrupt on Aug. 1, 2006.


ZOGENIX INC: Appoints EVP and Chief Medical Officer
---------------------------------------------------
Zogenix, Inc., appointed Bradley S. Galer, M.D., as executive vice
president and chief medical officer, effective Dec. 17, 2013.

Dr. Galer, 52, served as president of the Pain Group at Nuvo
Research Inc., a specialty pharmaceutical company with three
commercialized topically delivered pain products, from December
2009 to December 2013.  In this position, he oversaw the strategy
and operations of the Pain Group, including its commercialization,
drug development activities, business development opportunities
and liaising with partners.  From November 2007 to November 2009,
Dr. Galer served as vice president and general manager of the Pain
Group at Nuvo Research.  Prior to joining Nuvo Research, Dr. Galer
was employed at Endo Pharmaceuticals Inc. as senior medical
officer and Group vice president, Scientific Affairs, where he was
responsible for the departments of Clinical Research and
Operations, Medical Affairs, Pharmacovigilance and Medical Liaison
from August 2000 to October 2005.  He and his team successfully
filed new drug applications for Opana ER/IR and Depodur and were
instrumental in the clinical and regulatory success of Lidoderm.
Dr. Galer has also held numerous other industry positions, along
with academic and clinical positions.  Dr. Galer received his
medical doctorate and a neurology residency at Albert Einstein in
New York and two Pain Fellowships, at Memorial Sloane-Kettering in
New York and University of California, San Francisco.  He also
attended the Executive Pharmaceutical Business Programs at both
Wharton and Harvard Business School.

Upon the commencement of Dr. Galer's employment with the Company,
he was granted options to purchase 425,000 shares of common stock
of the Company pursuant to Zogenix's Employment Inducement Equity
Incentive Award Plan, which provides for the granting of equity
awards to new employees of the Company.  The options have a ten-
year term and an exercise price equal to $3.02, the fair market
value of Zogenix common stock on the date of grant.  The options
vest over a four-year period, with 25 percent of the options
vesting on the first anniversary of the date of grant and the
remainder vesting in equal monthly installments over the three
years thereafter.  The award was approved by the independent
compensation committee of Zogenix's board of directors and was
granted as an inducement material to Dr. Galer entering into
employment with Zogenix in accordance with Nasdaq Marketplace Rule
5635(c)(4).

In connection with his appointment, the Company and Dr. Galer
entered into an employment agreement, effective as of Dec. 17,
2013.

Under the Employment Agreement, Dr. Galer's initial annual base
salary will be $335,000, which amount will be subject to increase
each year at the discretion of the board of directors of the
Company or an authorized committee thereof.  Commencing in 2014,
Dr. Galer will also be eligible to participate in an annual
incentive program established by the Board.  Dr. Galer's target
annual incentive compensation under such incentive program will be
45 percent of his then-applicable annual base salary.  The annual
bonus payable will be based on the achievement of individual and
Company performance goals to be determined in good faith by the
Board or an authorized committee of the Board.  Dr. Galer will
also receive a one-time signing bonus of $60,000, subject to a
right of repayment should he leave the Company prior to Dec. 17,
2014.  Dr. Galer is also entitled to reimbursement for relocation
expenses, up to a total of $100,000, subject to a right of
repayment should he leave the Company prior to June 30, 2015.

Pursuant to the Employment Agreement, if the Company terminates
Dr. Galer's employment without "cause" or if Dr. Galer resigns for
"good reason" or Dr. Galer's employment is terminated as a result
of his death or following his permanent disability, Dr. Galer or
his estate, as applicable, is entitled to the following payments
and benefits: (1) his fully earned but unpaid base salary through
the date of termination at the rate then in effect, plus all other
benefits, if any, under any group retirement plan, nonqualified
deferred compensation plan, equity award or agreement, health
benefits plan or other group benefit plan to which he may be
entitled to under the terms of such plans or agreements; (2) a
lump sum cash payment in an amount equal to 12 months of his base
salary as in effect immediately prior to the date of termination;
(3) continuation of health benefits for a period of 12 months
following the date of termination; and (4) the automatic
acceleration of the vesting and exercisability of outstanding
unvested stock awards as to the number of stock awards that would
have vested over the 12-month period following termination had Dr.
Galer remained continuously employed by the Company during such
period.

If Dr. Galer is terminated without cause or resigns for good
reason during the period commencing 60 days prior to a "change in
control" or 12 months following a change in control, Dr. Galer
shall be entitled to receive a lump sum cash payment in an amount
equal to his "annual bonus" for the year in which the termination
of employment occurs.  In addition, in the event of a change in
control, the vesting and exercisability of 50 percent of Dr.
Galer's outstanding unvested stock awards shall be automatically
accelerated and, in the event Dr. Galer is terminated without
cause or resigns for good reason within three months prior to or
12 months following a change in control, the vesting and
exercisability of 100 percent of Dr. Galer's outstanding unvested
stock awards shall be automatically accelerated.

The Employment Agreement also contains standard confidentiality,
non-competition and non-solicitation covenants.

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $54.63 million in total assets,
$68.52 million in total liabilities and a $13.88 million total
stockholders' deficit.


* 5 Companies May Not Survive Past 2014, Report Says
----------------------------------------------------
Jonathan Berr, writing for The Fiscal Times, reports that five
companies may not survive past 2014.  These companies are:

     1. Martha Stewart Living Omnimedia

        The report notes that revenues in Martha Stewart Living's
        publishing business have fallen year-over-year for seven
        straight quarters, and during the company's third quarter,
        its only profitable business was merchandising.

     2. Zynga

        Zynga, the creator of FarmVille and Words With Friends,
        has suffered a serious drought of follow-up hits,
        according to the report.

     3. Sears Holdings

        The report notes sales have fallen at the company for
        27 straight quarters.

     4. Radio Shack

        The report says Radio Shack has been struggling to keep
        pace with technology and stave off fiscal oblivion for
        years.  The report adds Radio Shack is in such poor shape
        that it's unlikely that a buyer would rescue it, at least
        before it shutters poorly performing stores.

     5. MySpace

        The report notes that under new management, MySpace has
        tried to reinvent itself as a social music service.
        Though it has attracted some 36 million users, profits
        haven't followed and the company announced in November
        that it had laid off 5 percent of its staff.  According to
        Business Insider, MySpace lost $43 million in 2012.  The
        report notes MySpace still must find a way to compete
        against a slew of larger, more popular music services such
        as those from Apple and Spotify.

"We're not predicting that they will go out of business tomorrow,
or anytime soon.  They will, however, continue to face a tough
road ahead -- and all will have to make significant changes if
they're to become Wall Street's darling comeback stories of future
years," Mr. Berr said.  A copy of the report is available at
http://is.gd/nqRkDW


* Fitch: US Repo Market Declines Underscore Possible Policy Risks
-----------------------------------------------------------------
The U.S. tri-party repo market declined during 2013 amid
regulatory developments and an uptick in interest rates last
spring, according to a Fitch Ratings' report.

Figures available through early November show the U.S. triparty
repo market declined $236 billion in 2013. A key driver was a 26%
decline ($208 billion) in repos backed by agency mortgage-backed
securities (MBS) and collateralized mortgage obligations (CMO).
Over the same period, equities and structured finance collateral
increased by approximately 21%, although this increase came from a
lower base percentage. Equities and structured finance are
generally lower quality but less interest rate-sensitive than
Treasury or agency securities.

The overall tri-party repo market represents approximately $1.63
trillion as of Nov. 12, according to figures recently released by
the Federal Reserve Bank of New York.

Fitch partially attributes the decline in agency MBS and Treasury
repo to the interest rate rises that began in early May. For some
fixed income investors, ensuing valuation losses on bond holdings
were magnified by the use of leverage, particularly repos. Fitch
notes that the future direction of U.S. monetary policy, including
the Federal Reserve's quantitative easing (QE) program, is an
important factor for agency MBS repo, influencing the amount of
these securities available in the market and their valuations.

Potential regulatory constraints include the Basel III leverage
ratio, which would increase repo capital charges relative to
current risk-based rules, and the focus on 'fire sale risks,' if
resulting in new regulations or supervisory limitations.

Haircuts, a measure of the degree of overcollateralization within
a repo transaction, were little changed for the tri-party market
in 2013. Median haircuts for both agency MBS and Treasurys
remained at 2% throughout 2013, implying no change in leverage
amid the uncertainties from interest rate volatility and October's
debt ceiling impasse.

As policymakers address risks emanating from the repo market, they
face a balance between mitigating the potential for 'fire sales'
versus the utility of repos in providing liquidity and funding
across a range of securities markets. Indeed, for repo market
participants, one of the main uncertainties is the evolving policy
environment.


* Dechert Lawyer Helped Keep Mergers on Track
---------------------------------------------
Brent Kendall, writing for The Wall Street Journal, reported that
top antitrust lawyers constantly juggle work for clients, but for
Dechert LLP lawyer Paul Denis, the art of multitasking crescendoed
over the summer.

According to the report, Mr. Denis was meeting with lawyers and
economists to put the final touches on a presentation in favor of
client OfficeMax Inc.'s proposed merger with Office Depot Inc.
when he got a morning phone call from Justice Department antitrust
chief Bill Baer.  The U.S. was suing to block the merger of
American Airlines parent AMR Corp. and US Airways Group Inc.,
another of Mr. Denis's clients.

Mr. Denis, 55 years old, alerted US Airways, read through the
government's lawsuit and began planning next steps in what was
shaping up as a blockbuster antitrust case, the report related.
He proceeded to the Federal Trade Commission for the day's
scheduled OfficeMax presentation.  "I've never had two deals track
each other so closely," he said.

In both cases, his clients ended up happy, the report said.  The
deals add to a 30-year list of highlights for Mr. Denis, a Detroit
native and veteran of four law firms who dove into antitrust law
straight out of University of Michigan Law School.  The father of
two hockey-crazed teenagers joined Dechert in 2005.  He also has
worked at the Justice Department, where he helped sue Ivy League
schools for alleged price fixing on student aid and was a
principal writer of government guidelines for evaluating proposed
mergers.

The FTC cleared the office-supply merger on Nov. 1, while the
airlines reached a settlement nearly two weeks later that allowed
them to complete their merger in exchange for giving up space at
some airports, the report further related.


* BOND PRICING -- For Week From Dec. 23 to 27, 2013
---------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670    4.1250       1/2/2029
AES Eastern Energy LP   AES      9.000    1.7500       1/2/2017
Alion Science &
  Technology Corp       ALISCI  10.250   73.2500       2/1/2015
Brookstone Co Inc       BKST    13.000   89.0000     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375   37.5000     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ   10.500   17.7500      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000   13.6250      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   10.500   17.7500      1/15/2015
Champion
  Enterprises Inc       CHB      2.750    0.3750      11/1/2037
Energy Conversion
  Devices Inc           ENER     3.000    7.8750      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175    8.3750      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550   36.1100     11/15/2014
FiberTower Corp         FTWR     9.000    0.6250       1/1/2016
James River Coal Co     JRCC     7.875   24.2000       4/1/2019
James River Coal Co     JRCC     4.500   33.0000      12/1/2015
James River Coal Co     JRCC    10.000   26.0000       6/1/2018
James River Coal Co     JRCC    10.000   52.5000       6/1/2018
James River Coal Co     JRCC     3.125   21.1250      3/15/2018
LBI Media Inc           LBIMED   8.500   30.0000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000   18.8750      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000   18.8750      8/17/2014
Lehman Brothers Inc     LEH      7.500   19.0000       8/1/2026
Mashantucket Western
  Pequot Tribe          MASHTU   6.500   14.1000       7/1/2036
MF Global Holdings Ltd  MF       1.875   49.0000       2/1/2016
NII Capital Corp        NIHD    10.000   53.5000      8/15/2016
Platinum Energy
  Solutions Inc         PLATEN  14.250   63.3750       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875    0.1250     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875    0.1250     11/15/2024
Pulse Electronics Corp  PULS     7.000   75.8420     12/15/2014
Residential
  Capital LLC           RESCAP   6.875   35.8750      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750    0.2480       2/1/2018
School Specialty
  Inc/Old               SCHS     3.750   37.8750     11/30/2026
Scotia Pacific Co LLC   MXM      6.550    0.8750      1/20/2007
Sorenson
  Communications Inc    SRNCOM  10.500   74.1250       2/1/2015
Sorenson
  Communications Inc    SRNCOM  10.500   74.1250       2/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    7.0000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000   29.0000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    6.6250      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    7.1710      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000   29.0000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    6.5000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    6.2500      11/1/2016
THQ Inc                 THQI     5.000   25.6880      8/15/2014
TMST Inc                THMR     8.000   16.1250      5/15/2013
USEC Inc                USU      3.000   32.9510      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750   35.0500       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375   44.5000       8/1/2016
WCI Communities
  Inc/Old               WCI      4.000    0.7500       8/5/2023
Western Express Inc     WSTEXP  12.500   61.2500      4/15/2015
Western Express Inc     WSTEXP  12.500   61.2500      4/15/2015
YRC Worldwide Inc       YRCW     6.000   94.4690      2/15/2014



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
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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.

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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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