TCR_Public/140102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, January 2, 2014, Vol. 18, No. 1

                            Headlines

AFFINION GROUP: S&P Hikes CCR to 'CCC+' on Completed Debt Exchange
ALION SCIENCE: ASOF Supports Refinancing of Existing Debt
ALLIED DEFENSE: Makes Initial Distribution of $5.11 Per Share
AVANTAIR INC: Hound Partners Held 28.3% Equity Stake at March 31
AMERICAN LIFE AMBULANCE: Voluntary Chapter 11 Case Summary

APOLLO MEDICAL: Doubles Size of NNA Credit Facility to $4 Million
ARINC INC: S&P Withdraws 'BB-' Corporate Credit Rating
ARKANOVA ENERGY: Incurs $2.7 Million Net Loss in Fiscal 2013
ARXX CORP: Files Under Chapter 15 for Airlite Plastics Sale
ASPEN GROUP: Grants Directors 100,000 5-Year Stock Options

BEECHCRAFT HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Positive
BEECHCRAFT CORP: Textron to Buy Reorganized Company for $1.4-Bil.
BERNARD L. MADOFF: Victims Learn Chances of Payment Jan. 10
BERNARD L. MADOFF: Suits Against ABN, Citibank Mostly Survive
BIOSCRIP INC: Moody's Lowers Corp. Family Rating to 'B3'

BOULDER BRANDS: EVOL Deal Weakens Credit Metrics, Moody's Says
BRICKMAN GROUP: S&P Withdraws 'B' Corporate Credit Rating
CAESARS ENTERTAINMENT: Changes to 2012 Performance Plan Okayed
CAMPUS HABITAT: Voluntary Chapter 11 Case Summary
CAPITAL GROUP: Involuntary Chapter 11 Case Summary

CASH STORE: Moody's Lowers CFR & Sr. Secured Debt Ratings to Caa2
CHRYSLER GROUP: Fiat to Get Full Control of U.S. Automaker
CLEAR CHANNEL: Completes Final Settlement of Exchange Offer
CLI HOLDINGS: Bitcoin Miner Alydian to Be Sold This Month
COOPER TIRE: Ends Merger Pact With Apollo Tyres

CORNERSTONE HOMES: Panel Taps Getzler Henrich as Financial Advisor
CORUS ENTERTAINMENT: DBRS Lowers Unsecured Notes Rating to 'BB'
COTTONWOOD ESTATES: Case Summary & 13 Largest Unsecured Creditors
DC DEVELOPMENT: Former Wisp Ski Resort Owner Confirms Ch. 11 Plan
DEWEY & LEBOEUF: Former Head to Advise Middle Eastern Emirate

DJH GP: Voluntary Chapter 11 Case Summary
DYNASIL CORP: Sells Navigator Product Line to Dilon
EAGLE ROCK: S&P Affirms 'B' CCR & Revises Outlook to Negative
ECOSPHERE TECHNOLOGIES: Sells $1.7 Million Convertible Notes
ECOTALITY INC: Wins Approval for $125,000 Bonuses to 2 Workers

EFUSION SERVICES: Section 341(a) Meeting Set for Jan. 28
ENERGETIC INC: Involuntary Chapter 11 Case Summary
FIRST NIAGARA: Moody's Puts Ba2 Pref. Stock Shelf Rating on Review
FOX & HOUND: Taps Imperial Capital as Financial Advisor
FOX & HOUND: Employs Epiq as Administrative Advisor

FOX & HOUND:: Enters Into Insurance Agreements
FOX TROT: Court Approves Hiring of David Beck as Accountant
FRIEDMAN'S INC: Circuit Ct. Rules on New Value Preference Defense
GASCO ENERGY: Deregisters Common Stock
GELT PROPERTIES: Plan Confirmation Hearing Set for Jan. 29

GELT PROPERTIES: VIST Bank Drops Bid for Stay Relief
GELT PROPERTIES: Wants to Foreclose Riverton, NJ Property
GLOBAL AVIATION: Sec. 341(a) Meeting of Creditors Set for Jan. 8
GLOBAL AVIATION: Schedules Filing Deadline Extended to Jan. 11
GLOBAL AVIATION: US Trustee Appoints 3-Member Creditors Committee

GREEN FIELD ENERGY: Sec. 341(a) Meeting of Creditors on Jan. 7
GREEN FIELD ENERGY: Files Schedules of Assets & Liabilities
GREEN FIELD ENERGY: Court OKs Carl Marks as Investment Banker
GREEN FIELD ENERGY: Latham & Watkins OK'd as Bankruptcy Counsel
GREEN FIELD ENERGY: May Hire Young Conaway as Delaware Counsel

HERTZ GLOBAL: Enacts Poison Pill Following "Unusual" Trading
HOME BRANDS: Moody's Raises Corp. Family Rating to 'Caa1'
IGLESIA PUERTA: US Trustee Unable to Appoint Creditors' Committee
ISC8 INC: Incurs $28 Million Net Loss in Fiscal 2013
JAZZ PHARMACEUTICALS: Moody's Says Gentium Deal is Credit Negative

JEH COMPANY: May Use Frost Bank's Cash Collateral Until Feb. 28
JEH COMPANY: Court Extends Plan Filing Deadline to Jan. 24
JONES GROUP: Moody's Puts 'Ba3' CFR on Review for Downgrade
KIDSPEACE CORP: Negotiates Plan With PBGC and Bondholders
KIDSPEACE CORP: Has Until Jan. 30 to Decide on Leases

LCI HOLDING: Wants Case Dismissed; Hearing Set for Jan. 28
LIGHTSQUARED INC: Court Approves Revisions to Harbinger Plan
LIGHTSQUARED INC: Has Access to Cash Collateral Until Jan. 31
LILY GROUP: Coal Mine in Indiana Will Be Sold at Jan. 14 Auction
LIONS GATE: New Dividend Program No Impact on Moody's Ratings

LOEHMANN'S HOLDINGS: Proposes Bonuses for Two Top Officers
LOFINO PROPERTIES: Henry E. Menninger, Jr. Named as Ch. 11 Trustee
LONE PINE: Reorganization Set for January Approvals
LOUISVILLE ARENA: S&P Lowers Rating on Revenue Bonds to 'BB'
MACCO PROPERTIES: Court Converts Case to Chapter 7 Liquidation

MILAGRO OIL: Moody's Affirms 'Caa3' CFR & 'Ca' Sr. Secured Rating
MOXIE PATRIOT: S&P Rates New $368 Milion Debt 'B+', Outlook Stable
MSR HOTELS: Plan Scheduled for Feb. 6 Confirmation
NEWLEAD HOLDINGS: Signs $1 Million Securities Purchase Agreement
NEXTAG INC: Moody's Lowers CFR to 'Caa2', Outlook Negative

NNN PARKWAY: Court Allows Secured Creditor's $26.6MM Claim
NNN PARKWAY: Weiland Golden Substitutes Baur Firm as Counsel
NPC INTERNATIONAL: Moody's Assigns 'Ba3' Rating to New $478MM Loan
PACIFIC FUNDING: Case Dismissed on Lack of Petition Documents
PERRY ELLIS: Moody's Changes Ratings Outlook to Negative

PEM THISTLE: Employs Cross & Simon as Local Delaware Counsel
PEM THISTLE: Taps Freeborn & Peters as Lead Bankruptcy Counsel
PHYSIOTHERAPY HOLDINGS: May Hire Kurtzman Carson as Admin. Agent
PHYSIOTHERAPY HOLDINGS: Kirkland & Ellis Okayed as Attorneys
PHYSIOTHERAPY HOLDINGS: Rothschild Okayed as Investment Banker

PHYSIOTHERAPY HOLDINGS: Hires Klehr Harrison as Co-Counsel
PUTNAM AT TINTON: Section 341(a) Meeting Scheduled for Feb. 20
QUEENS BALLPARK: S&P Affirms 'BB' Rating on $547.6MM PILOT Bonds
REGENCY ENERGY: S&P Affirms 'BB' CCR & Maintains Stable Outlook
RESIDENTIAL CAPITAL: Makes First Payment to Unsecured Creditors

RG STEEL: Seeks to Provide Sec. 363(m) Protections to Siemens
RG STEEL: Sues 3 Companies to Seek Payment of $239,250
RIH ACQUISITIONS: Sales to Caesars and Tropicana Approved
ROBINSON MEMORIAL: Moody's Lowers $3MM Bonds Rating to 'B3'
ROSEVILLE SENIOR LIVING: Hires Friedman LLP as Accountant

ROSEVILLE SENIOR LIVING: Wants Plan Filing Deadline Moved to May
SAINT FRANCIS' HOSPITAL: Names 5 Members to Creditors' Committee
SAINT FRANCIS' HOSPITAL: Has Interim OK to Obtain $5MM DIP Loan
SAINT FRANCIS' HOSPITAL: Can Use Cash Collateral in the Interim
SARKIS INVESTMENTS: Has Court OK to Hire Hahn Fife as Accountants

SERVICE CORP: Moody's Says Stewart Enterprises Deal is Credit Neg.
SEVEN GENERATIONS: Moody's Cuts Unsecured Notes Rating to 'Caa1'
SIMPLY WHEELZ: Epiq Bankruptcy Solutions Approved as Claims Agent
SIMPLY WHEELZ: Files Schedules of Assets and Liabilities
SHERRITT INTERNATIONAL: DBRS Puts 'BB' Issuer Rating on Review

SPARKS REGIONAL: Moody's Affirms B2 Rating on Term Certs Due 2022
SPENDSMART PAYMENTS: Amends Purchase Pact with SMS Masterminds
ST. PETER'S UNIVERSITY: Moody's Rates $165MM Debt 'Ba1'
SUNEDISON INC: Moody's Withdraws 'B3' Corp. Family Rating
TLC HEALTH: Has Interim Authority to Obtain DIP Loans

TLC HEALTH: Obtains Interim Authority to Use Cash Collateral
TLC HEALTH: Employs Menter Rudin as Bankruptcy Attorneys
TLC HEALTH: U.S. Trustee Objects to Continued Use of Bank Accounts
TRANSFIRST HOLDINGS: Moody's Hikes Corp. Family Rating to 'B2'
TRIGEANT LTD: Has OK to Borrow $268K From Harry Sargeant

TRT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
UNITED BANK: Moody's Confirms 'C' Bank Financial Strength Rating
UPPER VALLEY: Section 341(a) Meeting Scheduled for Feb. 6
VALASSIS COMMUNICATIONS: S&P Puts 'BB-' CCR on Watch Negative
VITESSE SEMICONDUCTOR: Board Adopts 2014 Executive Bonus Plan

WESTMORELAND COAL: S&P Puts 'B-' CCR on CreditWatch Developing
YRC WORLDWIDE: Solus Alternative Held 8.4% Stake at Dec. 23
YRC WORLDWIDE: Marc Lasry Held 13.7% Equity Stake at Dec. 22

* Moody's Says Private Student Loan Defaults Continue to Improve
* Junk Defaults Will Remain Benign in 2014, Fitch Ratings Says

* Huron Named 2013 Outstanding Turnaround Firm

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********

AFFINION GROUP: S&P Hikes CCR to 'CCC+' on Completed Debt Exchange
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Affinion Group Holdings Inc. to 'CCC+' from 'SD'.
The rating outlook is negative.

In addition, S&P raised its issue-level ratings on Affinion Group
Holdings Inc.'s 11.625% senior notes due 2015 and Affinion Group
Inc.'s 11.5% senior subordinated notes due 2015 to 'CCC-' from
'D'.  The recovery rating on this debt is '6', indicating S&P's
expectation for negligible recovery in the event of a payment
default.

At the same time, S&P affirmed its issue-level ratings on Affinion
Group Inc.'s senior secured credit facility and 7.875% senior
notes due 2018, which were not affected by the exchange, and
removed them from CreditWatch with negative implications.  The
recovery rating on the company's credit facility remains '2',
indicating S&P's expectation for satisfactory recovery in the
event of a payment default.  The recovery rating on the company's
7.875% senior notes remains '6', indicating S&P's expectation for
negligible recovery in the event of a payment default.

Lastly, S&P assigned the 13.5% notes due 2018 (issued by newly
created holding company Affinion Investments LLC) and Affinion
Group Holdings' new 14.5% pay-in-kind notes due 2018 S&P's 'CCC-'
issue-level rating, with a recovery rating of '6', indicating
S&P's expectation for negligible recovery in the event of a
default.

"The upgrade reflects the completion of the selective default.
About $292.8 million of the existing holding company notes
(approximately 90.1%) and about $352.9 million of the existing
operating company notes (approximately 99.3%) were tendered in the
exchange offers," said credit analyst Elton Cerda.  "About
$32.2 million of the existing holding company notes and
$2.6 million of the existing operating company notes remain
outstanding."

The negative outlook reflects S&P's expectation for weak operating
performance and its view that the capital structure is
unsustainable absent a turnaround in operating performance.

                         Downside scenario

S&P could lower the rating if operating performance deteriorates
faster than anticipated and S&P become convinced that the company
will have a payment default.

                          Upside scenario

S&P could raise the rating if the company achieves consistent
improvement in operating performance, a reduction in leverage, a
reversal of negative discretionary cash flow, and restoration of a
healthy margin of compliance with financial covenants.


ALION SCIENCE: ASOF Supports Refinancing of Existing Debt
---------------------------------------------------------
Alion Science and Technology Corporation entered into an agreement
with ASOF II Investments, LLC, and Phoenix Investment Adviser LLC
on Dec. 24, 2013.  The Supporting Noteholders and their respective
affiliates, including certain private funds and accounts they
manage, hold, in the aggregate, 65.7 percent of the principal
amount of Alion's outstanding 10.25 percent senior notes due 2015
issued pursuant to that certain indenture, dated as of Feb. 8,
2007, among the Company, Wilmington Trust Company, as trustee, and
the subsidiary guarantors.

Pursuant to the terms and conditions of the Refinancing Support
Agreement, the Supporting Noteholders have agreed to support the
refinancing of the Company's existing indebtedness in the manner
contemplated by the Refinancing Support Agreement.

The Refinancing Support Agreement contemplates the Company
pursuing the following transactions:

  * replacing the Company's existing $35 million revolving credit
    facility with a new $45 million super-priority revolving
    credit facility having no less than a five year term;

  * entering into a new $300 million first lien term loan facility
    having a term no less than five years;

  * entering into a new $50 million second lien term loan
    facility having a term of five and one-half years, which ASOF
    has agreed to fund in full at the request of Alion in order
    to facilitate the implementation of the New First Lien Term
    Facility, which New Second Lien Term Facility will, unless
    otherwise agreed by ASOF, include the terms set forth in
    Exhibit C to the Refinancing Support Agreement and will be
    in form and substance acceptable to ASOF in its sole
    discretion;

  * redeeming and/or purchasing pursuant to a tender offer all of
    the Company's existing 12 percent senior secured notes due
    2014 issued pursuant to that certain indenture, dated as of
    March 22, 2010, among Alion, Wilmington Trust Company, as
    trustee, and the subsidiary guarantors;

  * commencing a tender and exchange offer for the Existing
    Unsecured Notes;

  * in conjunction with the Tender/Exchange Offer, soliciting
    consents in a consent solicitation from holders of the
    Existing Unsecured Notes to eliminate substantially all of
    the covenants and events of default in the Existing Unsecured
    Notes Indenture; and

  * offering to all holders of Existing Unsecured Notes who
    validly tender all of such holder's Existing Unsecured Notes
    in the Exchange Option on or before the early tender date an
    opportunity to purchase, for $600 in cash for each $1,000 of
    principal amount of New Third Lien Notes, additional New
    Third Lien Notes in a registered offering pursuant to the
    Securities Act of 1933, as amended, the proceeds of which
    will be used solely to fund up to the first $10 million of
    the Cash Tender Price.  ASOF has committed to purchase from
    Alion, in a private offering pursuant to Section 4(a)(2) of
    the Securities Act of 1933, at the same price any New Third
    Lien Notes (and a proportionate amount of New Warrants,
    that are not subscribed for in the CTO Funding.

Pursuant to the terms of the Refinancing Support Agreement,
subject to certain conditions, the Supporting Noteholders have
agreed (i) to tender all of the Existing Unsecured Notes held by
them in the contemplated Tender/Exchange Offer and elect the
Exchange Option by the early tender deadline, (ii) to consent to
the proposed amendments to the Existing Unsecured Notes Indenture
in the consent solicitation and (iii) if the Company elects to
make a tender offer for the Existing Secured Notes, to tender all
of the Existing Secured Notes held by them in that tender offer.

The Company has agreed to pay ASOF commitment fees as
consideration for ASOF's commitment under the New Second Lien Term
Facility and in connection with the CTO Commitment.

A copy of the Refinancing Support Agreement is available for free
at http://is.gd/hD1y7c

Alion Science also disclosed with the U.S. Securities and Exchange
Commission on Dec. 24, 2013, the following non-public information.

   "Consolidated EBITDA (as defined in the Company's Credit
    Agreement dated as of March 22, 2010, as amended) for the
    twelve months ended September 30, 2013, was approximately
    $71.0 million, and for the three months ended September 30,
    2013, was approximately $16.9 million."

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

                        http://is.gd/4xuenn

                        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.

Alion Science incurred a net loss of $41.44 million for the year
ended Sept. 30, 2012, a net loss of $44.38 million for the year
ended Sept. 30, 2011, and a net loss of $15.23 million for the
year ended Sept. 30, 2010.  As of June 30, 2013, the Company had
$632.86 million in total assets, $799.58 million in total
liabilities, $111.01 million in redeemable common stock, $20.78
million in common stock warrants, $149,000 in accumulated other
comprehensive loss and a $298.37 million accumulated deficit.

                         Bankruptcy Warning

The Company said in its annual report for the fiscal year ended
Sept. 30, 2012, "Our credit arrangements, including our unsecured
and secured note indentures and our revolving credit facility
include a number of covenants.  We expect to be able to comply
with our indenture covenants and our credit facility financial
covenants for at least the next twenty-one months.  If we were
unable to meet financial covenants in our revolving credit
facility in the future, we might need to amend the revolving
credit facility on less favourable terms.  If we were to default
under any of the revolving credit facility covenants, we could
pursue an amendment or waiver with our existing lenders, but there
can be no assurance that lenders would grant an amendment or
waiver.  In light of current credit market conditions, any such
amendment or waiver might be on terms, including additional fees,
increased interest rates and other more stringent terms and
conditions materially disadvantageous to us.  If we were unable to
meet these financial covenants in the future and unable to obtain
future covenant relief or an appropriate waiver, we could be in
default under the revolving credit facility.  This could cause all
amounts borrowed under it and all underlying letters of credit to
become immediately due and payable, expose our assets to seizure,
cause a potential cross-default under our indentures and possibly
require us to invoke insolvency proceedings including, but not
limited to, a voluntary case under the U.S. Bankruptcy Code."


ALLIED DEFENSE: Makes Initial Distribution of $5.11 Per Share
-------------------------------------------------------------
The Allied Defense Group, Inc., on Dec. 23, 2013, made an initial
distribution of $5.11 per share pursuant to its plan of
liquidation.  Allied anticipates making a final distribution in
early September 2014 of approximately $0.06 to $0.10 per share.
The amount of this final distribution will depend on satisfying
Allied's remaining obligations, principally those relating to
dissolving its foreign subsidiaries.

                   About The Allied Defense Group

The Allied Defense Group, Inc., based in Baltimore, Maryland,
previously conducted a multinational defense business focused on
the manufacture and sale of ammunition and ammunition related
products for use by the U.S. and foreign governments.  Allied's
business was conducted by two wholly owned subsidiaries: MECAR
sprl, formerly MECAR S.A., and ADG Sub USA, Inc., formerly MECAR
USA, Inc.

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds of the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company agreed to delay the filing of
a certificate of dissolution with the Delaware Secretary of State.
The Company filed a certificate of dissolution with the Delaware
Secretary of State on Aug. 31, 2011.  In connection with this
filing, the Company's stock transfer agent has ceased recording
transfers of the Company's stock and the Company's stock is no
longer publicly traded.


AVANTAIR INC: Hound Partners Held 28.3% Equity Stake at March 31
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Hound Partners, LLC, and its affiliates
disclosed that as of March 31, 2013, they beneficially owned
15,993,421 shares of common stock of Avantair, Inc., representing
28.3 percent of the shares outstanding.  Hound Partners previously
reported beneficial ownership of 3,977,714 common shares or 13.62
percent equity stake as of Nov. 19, 2011.  A copy of the
regulatory filing is available at http://is.gd/WgV9Dj

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

For the nine months ended March 31, 2013, the Company incurred a
net loss attributable to common stockholders of $11.56 million on
$113.02 million of total operating revenue, as compared with a net
loss attributable to common stockholders of $5.43 million on
$131.51 million of total operating revenue for the same period a
year ago.

As of March 31, 2013, the Company had $78.25 million in total
assets, $125.11 million in total liabilities, $14.86 million in
series A convertible preferred stock, and a $61.72 million total
stockholders' deficit.

"If we cannot generate the required revenues and gross margin to
achieve profitability or obtain additional capital on acceptable
terms, we will need to substantially revise our business plan in
order to continue operations and an investor could suffer the loss
of a significant portion or all of his investment in our Company.
The factors described herein raise substantial doubt about our
ability to continue as a going concern," according to the
Company's quarterly report for the period ended March 31, 2013.

As reported by the TCR on Aug. 2, 2013, certain creditors of
Avantair filed on July 25, 2013, an involuntary petition in the
United States Bankruptcy Court, Middle District of Florida,
pursuant to Chapter 7 of Title 11 of the United States Code.


AMERICAN LIFE AMBULANCE: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: American Life Ambulance, LLC
        5213 Windward Lane
        Bensalem, PA 19020

Case No.: 13-21078

Chapter 11 Petition Date: December 30, 2013

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Bruce I. Fox

Debtor's Counsel: Douglas R. Lally, Esq.
                  DOUGLAS R. LALLY
                  261 Old York Road, Suite 524
                  The Pavilion, P.O. Box 703
                  Jenkintown, PA 19046-0703
                  Tel: (215) 886-6350
                  Fax: 215-754-4959
                  Email: drlally@hotmail.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael J. Burns, president/CEO.

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


APOLLO MEDICAL: Doubles Size of NNA Credit Facility to $4 Million
-----------------------------------------------------------------
Apollo Medical Holdings, Inc., entered into a First Amendment to
Credit Agreement with NNA of Nevada, Inc., as lender to amend
various provisions of its secured revolving credit facility with
the Lender, dated Oct. 15, 2013.  The amendments include
increasing the size of the facility from $2 million under the
Original Credit Agreement to $4 million under the Credit Agreement
and permitting the Company to pay or repay the Company's 10
percent Notes pursuant to settlement agreements with the holders
of the Notes.  The Company has drawn down the following amounts
under the Credit Agreement: $811,878 on Oct. 15, 2013; $500,000 on
Nov. 26, 2013; and $1,000,000 on Dec. 20, 2013, making a total
drawn down by the Company of $2,311,878 under the Credit Agreement
as of Dec. 20, 2013.

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

                         http://is.gd/OeEX8t

On Dec. 20, 2013, the Company entered into a Settlement Agreement
and Release with each of the holders of 10 percent Notes, some or
all of whom also hold other securities of the Company.  Under the
Settlement Agreements, the Company agreed to redeem for cash
and/or convert into shares of the Company's Common Stock the 10
percent Notes of the Holders, and the Holders released the Company
from all claims, excluding those arising from the Holders'
ownership of or transactions relating to any securities of the
Company other than the 10 percent Notes.  Under the Settlement
Agreements, in the aggregate, the Company redeemed and converted
$1,250,000 in original principal amount of the 10 percent Notes,
plus accrued interest thereon, for total cash payments of
$728,792, and total issuances of 8,812,362 shares of the Company's
Common Stock.

The Company issued 8,812,362 shares of its Common Stock on
conversion of specific 10 percent Notes of the Holders pursuant to
the Settlement Agreements.  The consideration received by the
Company for the Conversion Shares was the conversion of the
outstanding principal of and accrued interest on specific 10
percent Notes of the Holders as described on Exhibit A to the
First Amendment.

                        About Apollo Medical

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

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

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


ARINC INC: S&P Withdraws 'BB-' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on U.S.-based ARINC Inc., including the 'BB-' corporate
credit rating, following Rockwell Collins Inc.'s acquisition of
the company.


ARKANOVA ENERGY: Incurs $2.7 Million Net Loss in Fiscal 2013
------------------------------------------------------------
Arkanova Energy Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.73 million on $849,916 of total revenue for the
year ended Sept. 30, 2013, as compared with net income of $3.84
million on $980,052 of total revenue during the prior year.

As of Sept. 30, 2013, the Company had $2.42 million in total
assets, $11.61 million in total liabilities and a $9.19 million
total stockholders' deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred cumulative losses since inception and has
negative working capital, which raises substantial doubt about its
ability to continue as a going concern..

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

                         http://is.gd/QAf2aY

                            About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.


ARXX CORP: Files Under Chapter 15 for Airlite Plastics Sale
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ARXX Corp., a producer of insulating concrete forms
used in construction, filed a petition for Chapter 15 protection
on Dec. 27 in Delaware to facilitate the sale of the business to
Airlite Plastics Co.

According to the report, Cobourg, Ontario-based ARXX initiated
proceedings in the Ontario Superior Court of Justice under
Canada's Bankruptcy and Insolvency Act on Dec. 5. Two weeks later,
the Canadian receiver signed Omaha, Nebraska-based Airlite to a
contract.

The Canadian court approved procedures where competing bids will
be due Jan. 22, in advance of an auction on Jan. 24.

The company said it's been in default under the bank-loan
agreement since May. The secured lender is Comerica Bank.

For the 10 months ended Oct. 31, the operating loss was $2.3
million and the net loss was $2.7 million, according to a court
filing.

If the U.S. court decides that Canada is home to the so-called
foreign main bankruptcy proceeding, creditors' actions in the U.S.
will be halted automatically. The U.S. court can also provide
assistance in effecting a sale and collecting assets in the U.S.
for administration and distribution to creditors through the
Canadian court.

The case is In re ARXX Corp., 13-bk-13313, U.S. Bankruptcy Court,
District of Delaware (Wilmington).  Judge Kevin J. Carey presides
over the Chapter 15 case.  The Debtor is represented by Matthew
Barry Lunn, Esq., at YOUNG, CONAWAY, STARGATT & TAYLOR, in
Wilmington, Delaware.


ASPEN GROUP: Grants Directors 100,000 5-Year Stock Options
----------------------------------------------------------
Aspen Group, Inc., granted to each of its non-employee directors
100,000 five-year stock options exercisable at $0.17 per share.
The options vest in four equal annual increments over a four year
period with the first vesting date being Dec. 20, 2014, subject to
continued service as a director on each applicable vesting date.

                          About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.  The Company's balance sheet at Oct. 31, 2013, showed
$4.49 million in total assets, $5.45 million in total liabilities
and a $957,652 total stockholders' deficiency.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


BEECHCRAFT HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Beechcraft Holdings LLC, including the 'B+' corporate credit
rating, on CreditWatch with positive implications.

The CreditWatch placement follows the announcement that higher-
rated Textron Inc. (BBB-/Stable/A-3) plans to buy Beechcraft for
$1.4 billion.  "We expect that all of Beechcraft's outstanding
debt will be repaid as part of the transaction," said credit
analyst Christopher Denicolo.  The transaction is subject to the
customary regulatory approvals and we expect it will close by
early 2014.

"We view Beechcraft's business risk profile as "weak" based on its
position as a well-established manufacturer of turboprops and
piston aircraft, the business aviation market's cyclical and
competitive nature, Beechcraft's limited end-market diversity, and
the uncertain long-term prospects for its military trainers and
attack aircraft.  We assess Beechcraft's financial risk profile as
"aggressive" based on the company's reduced leverage after
emerging from bankruptcy earlier this year, its "adequate"
liquidity, and its limited free cash flow in the next two years
due to high capital expenditure and working capital requirements,"
S&P added.

S&P plans to resolve the CreditWatch placement after the
transaction closes.  At that time, S&P expects to withdraw all
ratings on the company if its rated debt is repaid, as expected.


BEECHCRAFT CORP: Textron to Buy Reorganized Company for $1.4-Bil.
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beechcraft Corp., the aircraft maker that emerged
from bankruptcy reorganization in February, is to be acquired for
$1.4 billion by Textron Inc.

According to the report, the sale is to be completed in the first
half of 2014, according to a statement on Dec. 26.

The company, formerly named Hawker Beechcraft Inc., left Chapter
11 81.9 percent-owned by senior secured lenders.

Originally, China's Superior Aviation Beijing Co. was to be the
sponsor of the Chapter 11 plan by purchasing the business for
$1.79 billion. The deal fell apart in October 2012.

Hawker's plan gave unsecured creditors the remaining 18.1 percent
of the new stock.

                      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%.


BERNARD L. MADOFF: Victims Learn Chances of Payment Jan. 10
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bernard Madoff's victims may find out if they stand a
chance of being paid in full on Jan. 10, when the U.S. Supreme
Court considers whether to hear an appeal in the Madoff trustee's
attempt to sue JPMorgan Chase & Co. and other banks accused of
aiding the Ponzi scheme.

According to the report, supported by the Securities Investor
Protection Corp., Madoff trustee Irving Picard filed papers with
the high court in October asking permission to appeal a June
ruling by the U.S. Court of Appeals in New York that said the
trustee is tainted by Madoff's fraud and therefore barred from
suing banks that enabled theft.

Justices of the Supreme Court will hold a conference on Jan. 10 to
decide on allowing an appeal. If they take the case, the
announcement may come that day.

If there is no announcement on Jan. 10, the justices might say on
Jan. 13 that they won't allow another appeal. Or, they could delay
making a decision and request the views of the U.S. Solicitor
General, the arm of the Justice Department that appears for the
government in the Supreme Court.

The Supreme Court by tradition doesn't say why it decides to hear
a case, instead only laying out the issues to be argued. Even if
the high court allows an appeal, the justices probably won't say
whether they were persuaded by news this month that JPMorgan
tentatively agreed to pay about $2 billion to settle a criminal
investigation into whether the bank turned a blind eye to the
Ponzi scheme.

As trustee for Bernard L. Madoff Investment Securities Inc.,
Picard seeks to revive his lawsuits seeking $30.6 billion from the
banks. Unless the Supreme Court sets aside the New York court's
ruling, Picard is unlikely to pay off the entire $17.3 billion in
claims resulting from Madoff's fraud. So far, he has made
recoveries equaling about 54 percent of their claims, calculated
as the difference between what customers invested and what they
withdrew.

Opposing Supreme Court review, the banks said Picard is bringing
up an "arcane question" where there is no disagreement among the
federal circuit courts of appeal. They see the case as having been
decided by the Supreme Court in a 1972 opinion called Caplin v.
Marine Midland Grace Trust Co.

The banks interpret Caplin as meaning that a bankruptcy trustee
cannot assert claims belonging to individual creditors.

Picard has filed his last set of papers, explaining how federal
appeals courts are split on two distinct questions.  He argued
that several appeals courts interpret Caplin to mean that a
bankruptcy trustee can sue when a claim is common to all
creditors, not just a few.

Other banks that got Picard's cases dismissed include HSBC
Holdings Plc, UBS AG and UniCredit SpA.

If the Supreme Court allows the Madoff appeal, there will be four
bankruptcy cases in the term that began in October. On Jan. 13,
the court will hear Law v. Siegel and decide whether bankruptcy
courts have general equity power to take otherwise exempt property
away from individual bankrupts.

On Jan. 14, the high court will hear arguments in Executive
Benefits Insurance Agency v. Arkison, a case to decide whether
someone can waive the constitutional right for some bankruptcy
lawsuits to be finally decided in district court.

In November, the high court agreed to hear Clark v. Rameker to
decide if an inherited individual retirement account is an exempt
asset a person can retain even in bankruptcy.

The case in the Supreme Court is Picard v. JPMorgan Chase & Co.,
13-448, U.S. Supreme Court (Washington).

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BERNARD L. MADOFF: Suits Against ABN, Citibank Mostly Survive
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ABN Amro Bank NV and an affiliate in Ireland were
told by a U.S. judge last week why the law protecting swaps isn't
sufficient to knock out a $505.2 million lawsuit filed by the
trustee for Bernard L. Madoff Investment Securities Inc.

On the other hand, Citibank NA learned why $30 million of the
trustee's $130 million in swap-related claims fall by the wayside.

According to the report, in a 33-page opinion on Dec. 26, U.S.
District Judge Jed Rakoff supplied the legal rationale explaining
what he called a "bottom-line" ruling dated Feb. 15 that was filed
publicly on March 14. Rakoff's ruling was a split decision on
esoteric questions involving swaps, Ponzi schemes, and the so-
called safe harbor in bankruptcy.

The judge was called on to say whether the safe harbor protecting
swaps stretches to shield financial institutions from suits by
bankruptcy trustees when the bankrupt wasn't a party to the swap.
Judge Rakoff found that banks involved in swaps have some,
although not total, immunity from being sued for receipt of money
stolen from Madoff customers.

Judge Rakoff dismissed the suits to the extent that they sought
recovery for reductions in collateral supporting swaps the banks
had with Madoff feeder funds. He allowed the suits to continue for
withdrawals the feeder funds subsequently used to provide
collateral for swaps with the banks.

To the extent that suits by Madoff trustee Irving Picard survive,
Judge Rakoff sent them back to bankruptcy court for further
processing.

Picard sued in bankruptcy court, contending ABN's affiliate in
Ireland was the subsequent recipient of $265.5 million initially
paid out by the Madoff firm to a feeder fund. Picard also sued ABN
for $237 million and Citibank for $130 million. At the banks'
request, Judge Rakoff removed the suits from bankruptcy court to
decide threshold questions that might result in dismissal of part
or all of the suits.

The banks argued that they were parties to swap transactions with
feeder funds and that the money traceable to Madoff was paid
pursuant to the swaps.  The banks contended that the safe harbor
requires dismissal because Section 546(g) of the Bankruptcy Code
precludes a trustee from suing to recover any payment received in
a swap, even if the money initially was stolen.

Picard argued that the safe harbor for swaps only protects an
initial recipient, not banks that were subsequent recipients.  The
banks, which are being sued as subsequent recipients of stolen
money, argued that the distinction didn't matter because Congress,
in their view, intended to give the widest possible protection to
parties involved in swaps.

Judge Rakoff came down between the two extremes in last week's
opinion.  In technical terms, he said that withdrawals from Madoff
to provide collateral for swaps weren't protected by the safe
harbor because the initial transfers to the feeder funds weren't
for the banks' benefit.

The opinion afforded swap protection to $236 million in claims
against the banks.  However, only $30 million of those claims,
against Citibank, related to claims more than two years before
bankruptcy.

As a consequence of Judge Rakoff's other rulings, Picard can still
sue for $206 million received within two years of bankruptcy, when
the initial recipients allegedly knew there was fraud.

Picard's suit against Citibank included claims unrelated to swaps.
Those claims weren't dealt with in Judge Rakoff's opinion and
remain.

Because Judge Rakoff's rulings didn't completely dispose of the
suits, the trustee and the banks don't yet have a right to appeal.
They can appeal Judge Rakoff's Dec. 26 opinion when the lawsuits
are entirely finished.  Or they could ask Judge Rakoff to certify
the importance of the issue and request that the Court of Appeals
allow what's called an interlocutory appeal to dispose of pivotal
legal issues.

The case involving ABN Amro, Citibank and swaps is part of
Securities Investor Protection Corp. v. Bernard L. Madoff
Investment Securities LLC, 12-mc-00115, U.S. District Court,
Southern District of New York (Manhattan).

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid about 58 percent of customer claims totaling
$17.3 billion.  The most recent distribution was in March 2013.

Mr. Picard has collected about $9.35 billion, not including an
additional $2.2 billion that was forfeit to the government and
likewise will go to customers.  Picard is holding almost
$4.4 billion he can't distribute on account of outstanding
appeals and disputes.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BIOSCRIP INC: Moody's Lowers Corp. Family Rating to 'B3'
--------------------------------------------------------
Moody's Investors Service downgraded BioScrip, Inc.'s ("BioScrip")
Corporate Family Rating to B3 from B2, its Probability of Default
Rating to B3-PD from B2-PD, and its senior secured bank credit
facility ratings to B3 from B2. At the same time, Moody's
downgraded the company's Speculative Grade Liquidity Rating (SGL),
to SGL-3 from SGL-2. The rating outlook remains stable.

The downgrade of the Corporate Family Rating reflects Moody's
expectation that financial leverage will remain higher than
previously anticipated, due to challenges within the PBM Services
business and slower than expected earnings realization from recent
acquisitions. The downgrade of the SGL rating reflects the
company's reduced availability under both internal and external
liquidity sources relative to Moody's previous expectations, and
Moody's expectation that covenant cushion would be limited if the
leverage test is triggered over the next twelve months.

Ratings downgraded:

BioScrip, Inc.

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3-PD from B2-PD

$75 million senior secured revolving credit facility, to B3 (LGD
4, 51%) from B2 (LGD 4, 52%)

$250 million senior secured first lien term loan, to B3 (LGD 4,
51%) from B2 (LGD 4, 52%)

$150 million senior secured delayed draw term loan, to B3 (LGD 4,
51%) from B2 (LGD 4, 52%)

Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

The rating outlook is stable.

Ratings Rationale

BioScrip's B3 Corporate Family Rating reflects the company's high
financial leverage, aggressive acquisition growth strategy, and
small absolute size based on revenue and earnings. The ratings
also reflect the portion of BioScrip's revenue derived from
Medicare, Medicaid and other government-sponsored healthcare
programs, representing roughly one-third of BioScrip's revenue
base. However, despite the company's small absolute size, the
ratings are supported by BioScrip's solid scale and market
position within the highly fragmented market for home infusion
services. While we expect the company to realize additional
earnings from acquisitions and the opening of new infusion
pharmacies, the company is likely to face significant challenges
within its non-core segments, including PBM Services and Home
Health Services.

The rating outlook is stable, and incorporates Moody's expectation
that the company will maintain a disciplined growth strategy and
financial policy. The stable outlook also reflects Moody's
expectation that BioScrip will achieve margin expansion as a
result of savings from eliminating cost redundancies and focusing
on higher margin therapies, and that the company's liquidity
profile strengthens over the near-term.

The ratings could be downgraded if the company's key credit
metrics or liquidity profile further weakens. In addition, the
ratings could be downgraded if financial policies become more
aggressive or if free cash flow remains negative on a sustained
basis.

The ratings could be upgraded if the company achieves margin
expansion and EBITDA growth alongside a disciplined growth
strategy and financial policy. From a credit metrics perspective,
we would need to see financial leverage (debt to EBITDA)
approaching 5.0 times and free cash flow to debt above 5% for an
upgrade to be considered. In addition, Moody's would need to see
an improvement in the company's available sources of liquidity.

The principal methodology used in this rating was the Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Elmsford, New York, BioScrip, Inc. is a national
provider of home infusion, home healthcare and pharmacy benefit
management ("PBM") services. The company's clinical management
programs and services provide access to prescription medications
and home health services for patients with chronic and acute
healthcare conditions, including gastrointestinal abnormalities,
infectious diseases, cancer, pain management, multiple sclerosis,
organ transplants, bleeding disorders, rheumatoid arthritis,
immune deficiencies and heart failure. As of November 12, 2013,
BioScrip had a total of 117 locations across 29 states,
encompassing 33 home nursing locations and 84 home infusion
locations, including two contract affiliated infusion pharmacies.
For the twelve months ended September 30, 2013, BioScrip generated
total revenues of approximately $779 million.


BOULDER BRANDS: EVOL Deal Weakens Credit Metrics, Moody's Says
--------------------------------------------------------------
Moody's Investors Service stated that Boulder Brands, Inc.'s
acquisition of EVOL for $48 million will weaken credit metrics in
the near term, as EVOL is not expected to be a meaningful source
of earnings over the next 12 to 18 months. Boulder-based EVOL
manufactures and markets a line of premium frozen convenience
foods including burritos, bowls, quesadillas and skillet meals and
posted sales of approximately $17 million in 2013 and an EBITDA
loss of approximately $0.5 million.


The B1 Corporate Family Rating reflects Boulder's limited scale,
moderately high leverage, and the niche nature of its product
offering. The rating also reflects the favorable growth prospects
of the functional food product category, which we believe will
result in strong organic growth, especially within the gluten free
segment. We also expect strong free cash flow, which should result
in a meaningful reduction in debt.

The outlook is stable based upon our expectation that the company
will continue to post robust organic revenue growth and generate
stable free cash flow to reduce debt over the next 12 to 18
months. The outlook also reflects the favorable growth prospects
for functional foods and health and wellness products, generally.
The outlook also reflects the company's small size and the niche
nature of its product offering.

Downward ratings pressure could build if the company's credit
metrics fundamentally weaken, if liquidity is constrained, or if
the company engages in any material debt funded acquisitions that
would increase leverage above 5.0 times for a sustained period.
Other considerations that could drive the rating down would be
EBIT margins deteriorating meaningfully for a sustained period or
any material product recalls or supply chain issues that
fundamentally weaken its brand equity. There is limited upward
pressure on the rating given the company's limited scale and niche
product offering and more recently, weakened credit metrics from
debt financed acquisitions. Factors that could drive an upgrade
include meaningful growth in size and scale, further product and
geographic diversification, and debt to EBITDA of 3.5 times or
less on a sustained basis.


BRICKMAN GROUP: S&P Withdraws 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including the 'B' corporate credit rating, on Maryland-based
Brickman Group Holdings Inc. at the company's request following
completion of its acquisition transaction.

"The rating action follows the closing of the company's
acquisition by Kohlberg Kravis Roberts & Co. L.P. on Dec. 18,
2013," said Standard & Poor's credit analyst Linda Phelps.

The transaction was completed in line with S&P's expectations.


CAESARS ENTERTAINMENT: Changes to 2012 Performance Plan Okayed
--------------------------------------------------------------
The Human Resources Committee of Caesars Entertainment Corporation
approved certain changes under the Company's 2012 Performance
Incentive Plan.

The vesting schedule for all outstanding performance-based stock
options to purchase shares, with a vesting trigger based on a
30-day trailing average stock price of $57.41 was amended such
that 50 percent of the shares underlying the option will vest on
March 15, 2014, and 50 percent of the shares underlying the option
shall vest on March 15, 2015, or all shares underlying the option
will vest if the current $57.41 30-day trailing stock price
average hurdle is met, whichever comes first.

These vesting changes will apply to all outstanding $57.41
Performance Options, including those held by the Company?s Named
Executive Officers:

                                    Total Number of
                                        $57.41
   Name                             Performance Options
   ----                            --------------------
   Gary Loveman                          768,709
   Donald Colvin                          28,125
   Thomas Jenkin                          35,947
   John Payne                             25,808
   Timothy Donovan                         9,737
   Diane Wilfong                           1,624

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CAMPUS HABITAT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Campus Habitat 15, LLC
           aka University Lodge
        1150 Canyon Trail
        Topanga, CA 90290

Case No.: 13-21179

Chapter 11 Petition Date: December 29, 2013

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Hon. Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: 307-637-0212
                  Fax: 307-637-0262
                  Email: attypaulhunter@prodigy.net

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Maximus A. Yaney, manager.

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


CAPITAL GROUP: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Capital Group Holdings, Inc.
                Suite 200, 16624 N. 90th Street
                Scottsdale, az 85260

Case Number: 13-21981

Type of Business: Health Care

Involuntary Chapter 11 Petition Date: December 30, 2013

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

Judge: Hon. George B. Nielsen Jr.

Petitioners' Counsel: Thomas E. Littler, Esq.
                      341 W SECRETARIAT DR
                      Tempe, AZ 85284
                      Tel: 480-248-9010
                      Email: telittler@gmail.com

Debtor's petitioners:

Petitioner                     Nature of Claim    Claim Amount
----------                     ---------------    ------------
Erik J Cooper                  Breach of contract    $37,499
18440 N. 68th Street                                 plus
Phoenix, AZ 85054                                    interest
Tel: 602-530-7764

Eric Click                     Breach of contract    $25,000
5010 East Robin Lane                                 plus
Phoenix, AZ 85054                                    interest
Tel: 602-571-2686

William Haigh                  Secured Note          $75,000
1605 Erin Avenue                                     plus
Upland, CA 91784                                     interest
Tel: 909-322-1160

Oracle Capital, LLC            Breach of Contract    $12,000
1985 East River Road
Tucson, AZ 85718
Tel: 520-319-9958

MJ Global Consulting, Inc      Services rendered     $30,000
310 East 44th Street
Suite 1004
New York, NY 10017
Tel: 917-696-8261

Tailor Made                    Contract              $6,250
Business Solutions
109009 E Sentiero Ave
Mesa, AZ 85212
Tel: 480-242-3867

Markel Wired                   Breach of contract    $8,250
David Black
25 York Street Suite 900
PO Box 403
Toronto, Ontario, Canada
M5J2VS


CASH STORE: Moody's Lowers CFR & Sr. Secured Debt Ratings to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Senior Secured debt ratings of The Cash Store Financial Services
Inc. to Caa2 from Caa1 and placed the ratings under review for
further possible downgrade.

Ratings Rationale

The downgrade reflects regulatory challenges in the company's
major operating market of Ontario, Canada that could significantly
adversely affect the firm's financial performance as well as Cash
Store's weak financial results. On December 17, 2013 the
Government of Ontario amended the Ontario Payday Loans Act in a
manner that limits Cash Store's ability to continue to offer its
Line of Credit product in Ontario without first obtaining an
operating license from the Ontario Ministry of Consumer Services
by February 14, 2014.

This latest regulatory setback is the second time in 2013 that the
company is facing restrictions from the Ontario Ministry of
Consumer Services. In February 2013, the regulator proposed
revoking the company's payday lending license. Cash Store
ultimately allowed its payday license to expire and substituted
its current Line of Credit product in response to this proposal.
The downgrade reflects Moody's view that there is an increasing
possibility that regulatory actions could have a material negative
impact on the company's business operations.

The Line of Credit product is Cash Store's primary product in
Ontario, a province that accounts for over 30% of the company's
stores. As such, Moody's believes that restrictions on offering
this product will have material negative effects on the company's
revenues, profitability and ability to service debt. During the
review period, Moody's will assess Cash Store's ability to obtain
the required license, as well as the impact of any delay or
inability to secure such a license on the company's existing
customer base, asset quality, profitability and debt coverage.

The ratings could return to stable if Cash Store obtains the
required license and it is able to conduct business without any
diminishment of its financial condition or financial prospects.

The ratings could be downgraded if the company fails to obtain a
license to offer the Line of Credit product in Ontario or if the
company's regulatory issues, profitability, debt service, or
liquidity deteriorate further.


CHRYSLER GROUP: Fiat to Get Full Control of U.S. Automaker
----------------------------------------------------------
Christina Rogers, writing for The Wall Street Journal, reported
that Fiat SpA said it would get full control of Chrysler Group LLC
in a $4.35 billion deal, ending a standoff that had clouded the
future of both companies.

According to the report, the deal, which helps clear the way for
consolidation of the two auto makers, assumes a value for Chrysler
at just over $10 billion, within the $9 billion to $12 billion
valuation that banks underwriting a proposed initial public
offering had been considering.

The IPO now will be called off, a person familiar with the plans
said, the report related.

Analysts said the agreement is largely a win for Sergio
Marchionne, the chief executive of both companies, the report
further related.  The total price being paid for the 41.5% in
Chrysler that Fiat didn't already own is lower than some analysts
had predicted. And averting an IPO gives Mr. Marchionne the
freedom he needs to further consolidate the companies' engineering
and manufacturing operations.

The agreement also will allow him to spend more time on reworking
Fiat's operations in Europe, where it has suffered from a long
slump in sales, the report said.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.  Moody's
upgraded the rating from 'B2' to 'B1' in February 2013.  In May
2013, Standard & Poor's Ratings Services affirmed its ratings,
including the 'B+' corporate credit rating, on Chrysler Group.  At
the same time, S&P revised its outlook to positive from stable.


CLEAR CHANNEL: Completes Final Settlement of Exchange Offer
-----------------------------------------------------------
Clear Channel Communications, Inc., announced the expiration and
final settlement of its 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.  The Exchange Offer expired at 11:59 p.m., New
York City time, on Dec. 23, 2013.

As of 5:00 p.m., New York City time, on Dec. 9, 2013,
approximately $353.3 million in aggregate principal amount (or
approximately 78.8 percent) of the Outstanding Cash Pay Notes and
approximately $212.1 million in aggregate principal amount (or
approximately 62.4 percent) of the Outstanding Toggle Notes had
been validly tendered and not withdrawn.  As a result, the
aggregate principal amount of New Notes that was issued in
exchange for Outstanding Notes tendered on or prior to the Early
Tender Date was approximately $621.9 million. Settlement for such
New Notes occurred on Dec. 16, 2013.

Following the Early Tender Date and on or prior to the Expiration
Date, an additional $532,000 in aggregate principal amount (or
approximately an additional 0.1 percent percent) of the
Outstanding Cash Pay Notes had been validly tendered.  No
additional Outstanding Toggle Notes were tendered after the Early
Tender Date and on or prior to the Expiration Date.  As a result,
the aggregate principal amount of New Notes that were issued in
exchange for Outstanding Notes tendered following the Early Tender
Date but on or prior to the Expiration Date was $558,600.
Settlement for those New Notes occurred on Dec. 24, 2013.

Participating holders who validly tendered Outstanding Notes
following the Early Tender Date but on or prior to the Expiration
Date received $1,050 of New Notes and $20 of cash for each $1,000
principal amount of Outstanding Notes tendered by that date.
Additionally, because at least $375 million aggregate principal
amount of Outstanding Notes were validly tendered and not
withdrawn by the Early Tender Date, holders whose Outstanding
Notes were accepted for exchange in the Exchange Offer also
received an additional $20 of cash for each $1,000 principal
amount of Outstanding Notes tendered.  Participating holders were
also eligible to receive, with respect to their Outstanding Notes
accepted for exchange on the Final Settlement Date, accrued and
unpaid interest, in cash, from the last applicable interest
payment date up to, but not including, the Final Settlement Date.
However, because interest on the New Notes accrues from Aug. 1,
2013, the last interest payment date of the Company's senior notes
due 2021 that were issued on June 21, 2013, 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
Final Settlement Date was deducted from the interest payable by
the Company on the Outstanding Notes.

The New Notes issued on Dec. 16, 2013, and the New Notes issued on
the Final Settlement Date were issued as "additional notes" under
the indenture governing the Company's outstanding Senior Notes due
2021 that were issued on June 21, 2013.  The New Notes have not
been registered under the Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.  The New Notes issued on Dec. 16, 2013, and on the
Final Settlement Date are fungible with the Company's existing
Senior Notes due 2021 and entitled to registration rights under
the terms of a registration rights agreement entered into on
Dec. 16, 2013, among the Company and the dealer managers in
connection with the Exchange Offer.

Immediately following the Final Settlement Date, approximately
$94.3 million aggregate principal amount of Outstanding Cash Pay
Notes and approximately $127.9 million aggregate principal amount
of Outstanding Toggle Notes remained outstanding.

Additional information is available for free at:

                        http://is.gd/Rjcvsx

                 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 Sept. 30, 2013, the Company had $15.23 billion in total
assets, $23.60 billion in total liabilities and a $8.37 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.


CLI HOLDINGS: Bitcoin Miner Alydian to Be Sold This Month
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alydian, a startup 65 percent-owned by CoinLab Inc.,
filed papers intending for the bankruptcy court in Seattle to
require bids by Jan. 8.

According to the report, the bankruptcy judge scheduled a hearing
on Jan. 10 to consider approval of auction and sale procedures.

Formally named CLI Holdings Inc., Alydian was a three-month-old
Bitcoin miner that filed for Chapter 11 protection on Nov. 1. The
business was intended to use extremely fast computers to find and
sell new Bitcoins released each day.  Bitcoins are a virtual
currency.

Bainbridge Island, Washington-based Alydian described the assets
for sale as comprising 36 systems located in three data centers.
Each system has a speed of 5.9 terahashes, according to court
papers. The assets aren't covered by liens.

The company said that the cost of operating the systems hasn't
exceeded the value of the Bitcoins that were mined.

                        About CLI Holdings

CLI Holdings, Inc., doing business as Alydian, Inc., sought
bankruptcy protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 13-bk-19746) in Seattle on Nov. 1,
2013.

Alydian is a startup backed by virtual currency "incubator"
CoinLab Inc.  The business began operations on Aug. 7 and was
CoinLab's first portfolio company.  The company listed debt of as
much as $10 million and assets of less than $50,000 in its
bankruptcy petition.

The formal lists of assets show property with a value of $1.65
million, against $4.3 million in debt, all unsecured.

The Debtor is represented by:

         Deirdre Glynn Levin, Esq.
         KELLER ROHRBACK LLP
         1201 Third Avenue #3200
         Seattle, WA 98101
         Tel: 206-623-1900


COOPER TIRE: Ends Merger Pact With Apollo Tyres
-----------------------------------------------
Liz Hoffman, writing for The Wall Street Journal, reported that a
cross-border buyout that once valued Cooper Tire & Rubber Co. at
$2.5 billion has now devolved into a court battle over as little
as a few hundred million dollars.

According to the report, Cooper officially terminated its sale to
India's Apollo Tyres Ltd. on Dec. 30 after months of delay in
which Apollo sought to cut the $35-a-share price.  Instead, the
Ohio-based manufacturer will pursue a $112.5 million breakup fee,
plus possible damages, from the same Delaware judge who last month
declined to force Apollo to close on the original transaction.

The move comes as Cooper tries to reassure investors and regain
control over a rogue Chinese subsidiary, and it's an admission of
defeat in a deal that began crumbling almost as soon as it was
struck, the report related.

"It is time to move our business forward," Cooper's chief
executive, Roy Armes, said in a statement on Dec. 30, the report
cited.  Cooper's shares rose 5.4% to close at $24.20 apiece, but
they remain below their levels before the merger was announced in
June.

Cooper said it made the decision after Apollo's lenders refused to
extend their financing commitments beyond Dec. 31, the report
further related.  Apollo had planned to borrow almost the entire
purchase price from Morgan Stanley, Deutsche Bank AG, Goldman
Sachs Group and Standard Chartered Bank Ltd.

Cooper is a Delaware corporation with its principal executive
offices located in Findlay, Ohio.  Cooper is the parent company of
a global family of companies that specialize in the design,
manufacture, marketing and sales of passenger car and light truck
tires.  Cooper has joint ventures, affiliates and subsidiaries
that also specialize in medium truck, motorcycle and racing tires.
The Individual Defendants are directors and officers of the
Company.


CORNERSTONE HOMES: Panel Taps Getzler Henrich as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cornerstone
Homes, Inc., seeks authorization from the U.S. Bankruptcy Court
for the Western District of New York to retain Getzler Henrich &
Associates LLC as financial advisor, nunc pro tunc to Dec. 13,
2013.

The Committee requires Getzler Henrich to:

   (a) review all financial information prepared by Debtor or its
       accountants and financial advisors, if any, as requested by
       the Committee, including but not limited to, a review of
       Debtor's current and prior years' audited financial
       statements and tax returns, showing in detail all assets
       and liabilities, priority and secured creditors, and the
       movement of assets and liabilities;

   (b) review and comment on Debtor's activities regarding cash
       expenditures and projected cash requirements, including
       reviewing Debtor's periodic operating and cash flow
       statements;

   (c) analyze the business and transactions between Debtor and
       Debtor's affiliates and insiders;

   (d) review Debtor's books and records for related party
       transactions, potential preferences, fraudulent
       conveyances, and other possible sources of recovery;

   (e) investigate the prepetition acts, conduct, property,
       liabilities, and financial condition of Debtor, including
       Debtor's operation of its business;

   (f) review and analyze proposed transactions, including the
       sale of assets, for which Debtor seeks court approval;

   (g) assist the Committee's counsel in monitoring Debtor's
       litigation activity, economic impact, and proposed
       resolutions thereof;

   (h) review any plans of reorganization suggested or proposed by
       Debtor;

   (i) attend hearings, meetings of the Committee, Debtor, other
       creditors, and their respective advisors, if required; and

   (j) perform other analyses as requested and deemed necessary by
       the Committee and the Committee's counsel.

For its professional services, Getzler Henrich has voluntarily
discounted its standard billing rates by approximately 28%, with
the hourly rates for Mr. Furman and Ms. Kaufman being reduced to
$385 per hour.  The hourly rates for the professionals working on
this matter are based on each person's level of expertise and
experience.  As set forth in the Engagement Letter, Getzler
Henrich's blended rate for this matter will not exceed $290 per
hour.

Getzler Henrich will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Peter A. Furman, managing director of Getzler Henrich, 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.

Getzler Henrich can be reached at:

       Peter A. Furman
       GETZLER HENRICH & ASSOCIATES LLC
       295 Madison Ave, 20th Floor
       New York, NY 10017
       Tel: (212) 697-2400
       E-mail: pfurman@getzlerhenrich.com

                    About Cornerstone Homes

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

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

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

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


CORUS ENTERTAINMENT: DBRS Lowers Unsecured Notes Rating to 'BB'
---------------------------------------------------------------
DBRS Inc. has downgraded Corus Entertainment Inc.'s Issuer Rating
to BBB(low) from BBB and Senior Unsecured Notes rating to BB(high)
from BBB(low), removing the ratings from Under Review with
Negative Implications.  All trends are Stable.  These actions are
a result of the Company's intentions to fund the purchase of
certain television assets from Bell Media Inc. and Shaw Media Inc.
for a net acquisition price of $481 million financed with bank
debt and cash on hand.  DBRS notes that Corus has received
approval from the Canadian Radio-television and Telecommunications
Commission (the CRTC) to acquire these assets.

On March 4, 2013, DBRS placed Corus's ratings Under Review with
Negative Implications as DBRS was concerned that the acquisition,
if financed with debt, would weaken Corus's financial risk profile
beyond levels appropriate for the current rating category.  Corus
has confirmed that more than $400 million of the net acquisition
amount will be financed through the Company's revolving credit
facility, which will result in Corus's pro forma consolidated debt
balance rising to more than $950 million from $550 million
previously.  As such, Corus's pro forma last-12-months (LTM) gross
debt-to-EBITDA ratio would increase to approximately 3.0 times (x)
from 2.0x previously (not adjusted for operating leases) based on
DBRS estimates of pro forma LTM EBITDA of approximately $320
million.

Although the Company is expected to direct approximately $100
million of free cash flow toward debt repayment in each of F2014
and F2015, DBRS believes the magnitude of leverage and the pace of
deleveraging will not enable Corus to maintain a financial profile
that is commensurate with the previous ratings.

DBRS notes that the Company's Senior Unsecured Notes (BB (high))
are rated one notch below its Issuer Rating (BBB low), as Corus's
bank debt ranks senior to its notes.  The banks hold as collateral
a first-ranking charge on all assets and undertakings of Corus and
certain Corus subsidiaries, as designated under the credit
agreements.  The CRTC has approved Corus's agreement with Bell
Media to acquire the 50% remaining ownership interest in TELETOON.
The CRTC has also approved the Company's agreement with Bell Media
and Shaw Media to acquire each of their respective 50% interests
in the French-language specialty channels Historia and S‚ries+.
Corus believes that these acquisitions will provide opportunities
for enhanced growth, help bolster scale and diversify the
Company's asset base.

Corus's ratings are supported by the Company's established
Canadian market positions in television and radio, while
reflecting the cyclical and mature nature of the market, as well
as the evolving competitive environment.  DBRS expects Corus's
earnings profile to remain relatively stable over the near term.
That said, DBRS notes that the Company's revenue and operating
income growth over the longer term will be heavily dependent on
its ability to increase advertising revenue and pay-TV
subscribers, given the less predictable nature of the Company's
merchandise sales.


COTTONWOOD ESTATES: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cottonwood Estates Development, LLC
        280 South 400 West, Wuite 220
        Salt Lake City, UT 84101

Case No.: 13-34298

Chapter 11 Petition Date: December 30, 2013

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. Kimball R. Mosier

Debtor's Counsel: James W. Anderson, Esq.
                  MILLER GUYMON, PC
                  165 South Regent Street
                  Salt Lake City, UT 84111
                  Tel: (801) 363-5600
                  Fax: (801) 363-5601
                  Email: anderson@millerguymon.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Mark Garza, manager.

List of Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim     Claim Amount
   ------                      ---------------     ------------
Burbidge & Mitchell                                  $92,361

Bruce R. Baird, P.C.                                 $16,440

Parr Brown Gee & Loveless                            $11,078

Salt Lake City Corporation                           $11,049

Alfred Soffe Wilkinson & Nichols, Inc.                $7,493

Urban Design Group                                    $6,180

Anderson & Karrenberg                                 $3,698

Hales Engineering                                     $1,690

Bromac Land Surveying & Engineering                     $900

Rocky Mountain Power                                    $845

Lawn Gevity                                             $495

Cottonwood Improvement District                         $110

Michael J. Bodell               Travaci Development  unknown


DC DEVELOPMENT: Former Wisp Ski Resort Owner Confirms Ch. 11 Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Wisp Resort in western Maryland, which filed for
bankruptcy reorganization in October 2011 and sold the business
last year for $20.5 million to EPT Ski Properties Inc., prevailed
on the bankruptcy judge in Greenbelt, Maryland, to sign a
confirmation order last week approving the liquidating Chapter 11
plan.

According to the report, the sale included a settlement where the
secured lender carved out $50,000 for eventual payment to
unsecured creditors.  The secured lender was paid from the sale.

Unsecured creditors' claims total about $25 million.  Depending on
the particular bankrupt company that owed the debt, unsecured
creditors recover nothing to a predicted maximum of 2.2 percent.

The resort is situated on 2,200 acres with two golf courses, 32
ski trails and 12 ski lifts.  The hotel has 102 suites and 67
guest rooms.

Financial problems resulted from a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.  Sales
of real estate fell from $26 million in 2006 to $1.7 million in
2010, according to a court paper.

                   About D.C. Development et al.

D.C. Development, LLC, Recreational Industries, Inc., Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC (together, the
"Debtors") operated a ski resort and real estate development
companies generally known as "Wisp Resort," comprising of
approximately 2,200 acres of master planned and fully entitled
land, 32 ski trails covering 132 acres of skiable terrain with
12 lifts and two highly-rated golf courses.

Best known for its ski area and winter-related activities, the
resort transcends seasonal limits and provides year round
attractions with its location by Deep Creek Lake.  The ski resort
was the centerpiece of the Wisp Resort and the Debtors' various
businesses.

DCD is a limited liability company formed under Maryland law for
the purpose of purchasing land surrounding Deep Creek Lake and
Wisp Resort.  RI is a corporation formed under Maryland law for
the purpose of operating the Wisp Resort's activities, including
the management of the Wisp Resort Hotel and retail venues,
downhill skiing, cross country skiing, snowmobile tours, chairlift
rides, Wisp Resort Golf Course, Mountain Coaster, Outdoor
Adventures, snowtubing park, Haunted House, Flying Squirrel canopy
tour, Chipmunk Challenge course, Segway tours, and Mountain Buggy
tours.

WRD is a corporation formed under Maryland law for the purpose of
serving as the developing entity for the Lodestone subdivisions
and future subdivisions.  TCW is a limited liability company
formed under Maryland law for the purpose of developing certain
real estate and owning and operating the club facilities of the
Wisp Resort including; Lodestone Golf Course and Club
("Loadstone"), Lakeside Club, and future Alpine Club.

The Debtors' most critical problem began in connection with the
Lodestone project.  Following a highly successful 2006, WRD
entered into the BB&T Loan with BB&T.  Because of an alleged
default under the BB&T loan modification, on July 19, 2011, BB&T
obtained a confessed judgment in the Circuit Court for Garrett
County, Maryland, Case No. 11-C-11-12151 against the Debtors in an
amount exceeding $34,444,645 (the "Confessed Judgment").  As a
result of the Confessed Judgment, the Debtors filed for protection
under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court.

D.C. Development, LLC, Recreational Industries, Inc., Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, filed for Chapter
11 bankruptcy (Bankr. D. Md. Lead Case No. 11-30548) on Oct. 15,
2011, after defaulting on nearly $30 million in loans from BB&T
Corp. to build the golf course community.  D.C. Development
disclosed $91,155,814 in assets and $46,141,245 in liabilities as
of the Chapter 11 filing.

The Debtors engaged James A. Vidmar, Esq. at Logan, Yumkas, Vidmar
& Sweeney LLC as counsel and tapped Invotex Group as financial
restructuring consultant. SSG Capital Advisors, LLC, serves as
exclusive investment banker to the Debtors.  The Official
Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel,
Forman & Leonard, P.A. as counsel.

On Dec. 4, 2012, the Bankruptcy Court approved the sale of the
Wisp resort to EPT Ski Properties, a unit of EPR Properties, for
$23.5 million.  The judge also approved the sale of a golf course
and other land to National Land Partners for $6.1 million.

In February 2013, the Bankruptcy Court authorized the Debtors to
(i) sell substantially all of their assets on which Branch Banking
and Trust Company holds a first priority lien outside ordinary
course of business, to National Land Partners, LLC, a Delaware
limited liability company or its designee pursuant to the
Agreement for Sale and Purchase, dated Nov. 30, 2012; (ii) assume
and assign certain executory contracts and unexpired leases.
These assets were excluded in the successful bid at the resort
auction in December 2012.


DEWEY & LEBOEUF: Former Head to Advise Middle Eastern Emirate
-------------------------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
the former head of failed New York law firm Dewey & LeBoeuf LLP
has a new job: a top legal adviser to the government of Ras al
Khaimah, one of seven semiautonomous emirates that make up the
United Arab Emirates.

According to the report, Steven Davis served as Dewey's executive
chairman for nearly a decade, and ran the firm until just before
its collapse last year.

Since Dewey's meltdown, the largest law-firm failure in U.S.
history, Mr. Davis has remained largely out of the public eye, the
report noted.  But this month Mr. Davis, an energy lawyer by
training, resurfaced in Ras al Khaimah, where he was appointed
chief legal officer to the government by the emirate's ruler,
Sheik Saud bin Saqr Al Qasimi, according to an internal government
memo reviewed by The Wall Street Journal.

Mr. Davis, reached by telephone on Dec. 31, declined to comment on
his new role, the report related.

According to the memo, which was dated Dec. 8, 2013, Mr. Davis
will establish and oversee a legal affairs department for Ras al
Khaimah's government within the emirate's investment and
development office, the report further related.  He will also
serve as acting chief executive officer for that office, which
implements economic policy, manages the government's balance sheet
and oversees strategic investment in the region. The current chief
executive, Jim Stewart, is currently on medical leave, according
to the memo.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DJH GP: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: DJH GP
        7 Argonaut
        Aliso Viejo, CA 92656

Case No.: 13-20246

Chapter 11 Petition Date: December 30, 2013

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Scott C Clarkson

Debtor's Counsel: Jeffrey S Benice, Esq.
                  3080 Bristol Street
                  Sixth Floor, Suite 630
                  Costa Mesa, CA 92626
                  Tel: 714-641-3600
                  Fax: 714-641-3604
                  Email: jsb@jeffreybenice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dan J. Harkey, general partner.

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


DYNASIL CORP: Sells Navigator Product Line to Dilon
---------------------------------------------------
Dynasil Corporation of America sold the assets of its Navigator
Gamma Medical Probe product line to Dilon Technologies, Inc., of
Newport News, Virginia.

This transaction is a step in the previously announced strategy to
restructure the Company to improve liquidity and pay down bank
debt.  The consummation of this divestiture resulted in a payment
to Santander Bank, N.A., the Company's primary lender, of
approximately $2.75 million, which reduced the balance of the
Company's outstanding indebtedness to Santander to approximately
$2.4 million.  As previously reported, at Sept. 30, 2012, the
Company's indebtedness to Santander was approximately $9
million, a reduction of $6.6 million over the past 15 months.  The
Company also has a subordinated $3 million note to Massachusetts
Capital Resource Corporation which is not yet due.

"We are pleased to announce the completion of this divestiture,
which marks a key step in our strategy to reduce debt and
operational expenses and return Dynasil to positive EBITDA and
profitability," said Peter Sulick, Chairman and CEO of Dynasil.
"Combined with the sale of the XRF assets, this divestiture has
allowed us to substantially reduce our outstanding bank debt
balance.  At the present time, we do not foresee further asset
sales.  We expect to amortize our bank debt in accordance with our
standard amortization schedule, which should result in the primary
bank debt being completely paid off over the next 15 months."

"We expect the combination of these divestitures, selective
expense reductions, the spinoff of our tissue sealant technology
and improvements in operational performance of our remaining
businesses will result in a significant turnaround in the
company's results.  The past 18 months have been difficult but
constructive," continued Mr. Sulick.  "While we have had to
write off a substantial amount of intangible assets incurred in a
prior acquisition and sell off the associated product lines, we
have not missed a single bank payment to our primary lender and
have more cash today than a year ago.  Our research division
weathered the government shutdown without a furlough and continues
to have a substantial backlog of project work across a broad range
of scientific fields.  We are excited about the prospects of our
optics group which has been experiencing an uptake in business
over the past 18 months as a result of both new product
development and an investment in sales management. "

                            About Dynasil

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

As of Sept. 30, 2013, the Dynasil had $26.67 million in total
assets, $16.03 million in total liabilities and $10.64 million in
total stockholders' equity.  The Company incurred a net loss of
$8.72 million for the year ended Sept. 30, 2013, as compared with
a net loss of $4.30 million for the year ended Sept. 30, 2012.

                Going Concern/Bankruptcy Warning

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company is in default with the financial covenants set forth
in the terms of its outstanding loan agreements (and may enter
into a forbearance arrangement with its lenders) and has sustained
substantial losses from operations for the years ended Sept. 30,
2013 and 2012.  These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.

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


EAGLE ROCK: S&P Affirms 'B' CCR & Revises Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Eagle Rock Energy Partners L.P. and
revised the outlook to negative.  S&P also placed the 'B' senior
unsecured rating on Eagle Rock on CreditWatch with positive
implications.  S&P maintained Eagle Rock's senior unsecured
recovery rating at '4'.

The negative outlook reflects S&P's view that pro forma for the
transaction, EROC will have less asset diversity, the potential
for greater cash flow volatility as a pure-play E&P company, and
uncertainty around future capital spending and financial policies.

"In our opinion, these factors more than offset the benefit of
lower financial leverage," said Standard & Poor's credit analyst
Nora Pickens.

Furthermore, Eagle Rock's natural gas weighted reserve base and
relatively small operating scale compare unfavorably with
similarly rated upstream (MLP) peers.  As part of the deal,
Regency will assume Eagle Rock's $550 million senior unsecured
notes, which leaves its revolving credit facility as the
partnership's singular tranche of debt outstanding.  Under S&P's
base case model, it applies Standard & Poor' oil and gas price
deck to unhedged volumes, project relatively flat production over
the next 12 months, and assume the partnership uses excess cash
proceeds from the transaction to repay revolver credit facility
borrowings.  This results in debt to EBITDA of 1.5x to 2.0x and
EBITDA interest of 6.0x in 2014.

S&P could lower the rating if Eagle Rock's debt to EBITDA
consistently exceeds 4x, which could result from several factors,
such as lower production volumes, reduced commodity prices,
operational challenges, or a debt-financed acquisition.
Alternatively, S&P could revise the outlook to stable if it
develops greater confidence around the partnership's strategic
direction absent its midstream business and that financial
leverage will remain below 3.0x to 3.5x.

S&P expects to resolve the CreditWatch positive listing on Eagle
Rock's senior unsecured debt when the transaction closes.  S&P
expects to raise Eagle Rock's issue level rating in line with that
of Regency.


ECOSPHERE TECHNOLOGIES: Sells $1.7 Million Convertible Notes
------------------------------------------------------------
From December 18 through Dec. 23, 2013, Ecosphere Technologies,
Inc., sold $1,700,000 of convertible notes to four institutional
investors and three individual investors including a director of
the Company.  The Notes: (i) are convertible at $0.30 per share,
(ii) are due two years from the investment date, and (iii) pay 10
percent interest per annum on the earlier of (x) the maturity date
or (y) conversion.  Additionally, the Company issued the investors
a total of 11,333,328 five-year warrants exercisable at $0.35 per
share.  In connection with the investment, the Company agreed to
register the shares of common stock underlying the Notes and
warrants.

                   About Ecosphere Technologies

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

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

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


ECOTALITY INC: Wins Approval for $125,000 Bonuses to 2 Workers
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ecotality Inc., a developer of charging systems for
electric vehicles, sold the business in October and received court
approval for $125,000 in bonuses to two employees.

According to the report, the official creditors' committee and the
U.S. Trustee objected to the bonuses.  The committee said the
retention payments amounted to twice the workers' salaries and
would deplete remaining cash.

                        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
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


EFUSION SERVICES: Section 341(a) Meeting Set for Jan. 28
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of eFusion Services
LLC will be held on Jan. 28, 2014, at 9:00 a.m. at US Trustee Room
C. Set per directive from the US Trustee's office.

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

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

eFusion Services LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013.  The
petition was signed by Paul Lufkin, Mgr. of eFusion Management
LLC.  The Debtor disclosed total assets of $35 million and total
liabilities of $28.62 million.  The Hon. Michael E. Romero
presides over the case.


ENERGETIC INC: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Energetic, Inc.
                   aka Lamelli LTD. Partnership
                1516 Shirley Ave.
                Jackson, MS 39204

Case Number: 13-03787

Type of Business: Commodity broker

Involuntary Chapter 11 Petition Date: December 30, 2013

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson Divisional Office)

Judge: Hon. Edward Ellington

Petitioner's Counsel: not indicated

Petitioning creditors are:

Petitioner                Nature of Claim          Claim Amount
----------                ---------------          ------------
Lamar Ellis               return of securities     $135 million
1372 Fern Lake Ave.       cash, tax credits
Brea, CA 92821
Tel: (909) 623-2247

Dennis Alexander          return of securities,     $5 million
                           cash, tax credits

Reggie McLaurin           return of securities,     $5 million
                           cash, tax credits

Levy J. Beaudion          return of securities,     $5 million
                           cash, tax credits

Courtney Joshua Ellis     return of securities,     $5 million
                           cash, tax credits

Adam N. Ellis             return of securities,     $5 million
                           cash, tax credits

Ella R. Butler            return of securities,     $5 million
                           cash, tax credits

Elois Crouther            return of securities,     $5 million
                           cash, tax credits

Alta Babino               return of securities,     $5 million
                           cash, tax credits

Mona M. Jourdan           return of securities,     $5 million
                           cash, tax credits

Dorothy/Vernon Jasper     return of securities,     $5 million
                           cash, tax credits

Eric/Gina Elllis          return of securities,     $5 million
                           cash tax credits

Lena/Jerry Mitchell       return of securities,     $5 million
                           cash, tax credits

Phyllis Brooks            return of securities,     $2 million
                           cash, tax credits

Kim/Roderick Butler       return of securities,     $2 million
                           cash, tax credits

Larry/Claudia Ellis       return of securities,     $2 million
                           cash, tax credits

James O. Crayton          return of securities,     $2 million
                           cash, tax credits

Aaron Shirley             return of securities,     $2 million
                           cash, tax credits

Tina M. Comit             return of securities,     $2 million
                           cash, tax credits

Bernice Jackson           return of securities,     $2 million
                           cash, tax credits

Fulton/Vergie Brown       return of securities,     $2 million
                           cash, tax credits

Patricia Castenada        return of securities,     $2 million
                           cash, tax credits

Valerie Love              return of securities,     $2 million
                           cash, tax credits

Willie Taylor             return of securities,     $2 million
                           cash, tax credits

Mary A. Ellis             return of securities,     $2 million
                           cash, tax credits

Robert/Regina Jackson     return of securities,     $2 million
                           cash, tax credits

Jason Williams            return of securities,
                           cash, tax credits         $2 million

John/Ruby Owens           return of securities,     $2 million
                           cash, tax credits

Ollie/Mattie White        return of securities,     $2 million
                           cash, tax credits

Oliver/Brenda White       return of securities,     $2 million
                           cash, tax credits

Elizabeth/Bennett         return of securities,     $2 million
Washington                cash, tax credits

Dorothy/Robert Pickett    return of securities,     $2 million
                           cash, tax credits

Marion Crayton            return of securities,     $2 million
                           cash, tax credits

Michael McMahan           return of securities,     $2 million
                           cash, tax credits

Julia Bradford            return of securities,              -
                           cash, tax credits

The petition was signed by Lamar Ellis, as fiduciary, conservator,
and general partner of Lamelli Ltd., Partnership.


FIRST NIAGARA: Moody's Puts Ba2 Pref. Stock Shelf Rating on Review
------------------------------------------------------------------
Moody's Investors Service placed the Baa2 long-term issuer rating
of First Niagara Financial Group, Inc. (FNFG) on review for
downgrade. The Baa1 long-term deposit rating of First Niagara
Bank, N.A., FNFG's lead bank subsidiary, is also placed on review
for downgrade. The bank's C- standalone bank financial strength
rating and Prime-2 rating for short-term obligations were
affirmed.

On Review for Downgrade:

Issuer: First Niagara Bank, N.A.

OSO Senior Unsecured OSO Rating, Placed on Review for Downgrade,
currently Baa1

Senior Unsecured Deposit Rating, Placed on Review for Downgrade,
currently Baa1

Issuer: First Niagara Financial Group, Inc.

Issuer Rating, Placed on Review for Downgrade, currently Baa2

Pref. Stock Non-cumulative Shelf, Placed on Review for Downgrade,
currently (P)Ba1,

Pref. Stock Shelf, Placed on Review for Downgrade, currently
(P)Ba2

Subordinated Shelf, Placed on Review for Downgrade, currently
(P)Baa3

Senior Unsecured Shelf, Placed on Review for Downgrade, currently
(P)Baa2

Pref. Stock Non-cumulative Placed on Review for Downgrade,
currently Ba2 (hyb)

Subordinate Placed on Review for Downgrade, currently Baa3

Senior Unsecured Placed on Review for Downgrade, currently Baa2

Outlook Actions:

Issuer: First Niagara Bank, N.A.

Outlook, Changed To Rating Under Review From Stable

Issuer: First Niagara Financial Group, Inc.

Outlook, Changed To Rating Under Review From Stable

Affirmations:

Issuer: First Niagara Bank, N.A.

Bank Financial Strength Rating, Affirmed C-

OSO Rating, Affirmed P-2

Deposit Rating, Affirmed P-2

Ratings Rationale

Moody's review will primarily focus on FNFG's high loan growth,
which may undermine future creditworthiness. During the review,
Moody's will consider the strategic rationale and tactical
initiatives that led to this heightened pace of growth. Moody's
will also review any changes intended to enhance the firm's risk
management infrastructure to manage larger origination volumes and
portfolio sizes. Moody's said the loan growth has been a product
of both acquisitions and recently-heightened originations in
commercial loans and indirect auto loans, particularly in new
geographic markets. This raises concerns given that it was
significantly higher than the peer group median in an environment
of heightened competition for lending volumes.

The review will also focus on the risk profile of FNFG's above-
average holdings of credit-sensitive securities. The ratio of
credit-sensitive securities to total investments rose to 45% at 30
September 2013 from 18% at 31 December 2011. Moreover, FNFG had
one of the highest total investments to total assets ratios (31%
at 30 September 2013) among similarly-rated peers.

Finally, the review will focus on FNFG's capital management plans.
The company's capital ratios have declined in the past year
because of high loan growth, exacerbated by the company's high
common dividend payouts (43% in the first nine months of 2013).
FNFG's adjusted tangible common equity to risk-weighted assets
ratio of 8.8% and tier 1 leverage ratio of 7.1% at 30 September
2013 are lower than the median for similarly-rated peers.

The principal methodology used in this rating was Global Banks
published in May 2013.


FOX & HOUND: Taps Imperial Capital as Financial Advisor
-------------------------------------------------------
F&H Acquisition Corp., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Imperial
Capital, LLC, as financial advisor and investment banker in
connection with a potential restructuring and sale transaction.

The Debtors have agreed to pay Imperial under this fee structure:
(a) a monthly advisory fee of $125,000; (b) a restructuring
transaction fee of 125 basis points (1.25%) of the total existing
indebtedness; (c) a DIP financing fee equal to 1.00% of the face
amount of any new senior DIP financing debt sold or arranged as
part of the financing; (d) a transaction fee of 1.50% of the
transaction consideration received by the Debtors; and (e) and an
exit financing fee the greater of the Restructuring
Fee or the Exit Financing Fee comprised of (i) 1.00% of the face
value of any new senior debt sold or arranged as part of the
Financing, plus (ii) 2.00% of the face amount of any new second
lien debt sold or arranged as part of the financing, and/or 4.00%
of the face amount of any new structured debt or equity.

The Debtors will also reimburse Imperial for any necessary out-of-
pocket expenses.

Nicole Fry, a managing director of Imperial, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.  Prior to
the Petition Date, pursuant to the terms of the Engagement Letter,
the Debtors paid Imperial (a) $575,000 as Monthly Advisory Fees,
and (b) $25,000 as a deposit for reimbursed expenses.

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: Employs Epiq as Administrative Advisor
---------------------------------------------------
F&H Acquisition Corp., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC, as administrative advisor.

Prior to the Petition Date, the Debtors provided Epiq a retainer
in the amount of $25,000.

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.

The Debtors, in separate court filings, sought and obtained Court
authority employ Epiq as claims and noticing agent.

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:: Enters Into Insurance Agreements
----------------------------------------------
F&H Acquisition Corp., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into an
insurance premium finance agreement with FIRST Insurance Funding
Corp. and grant FIFC a first priority security interest in the
financed policies.

The Premium Finance Agreement pertains to the following Policies:
(i) an umbrella policy with National Surety Corporation; and (ii)
auto, general liability and workers' compensation policies with
Zurich American Insurance.  The total premiums under the Financed
Policies are $889,340, a portion of which will be satisfied
through an initial cash down payment and the remainder of which
will be financed pursuant to the Premium Finance Agreement, at an
annual percentage rate of 3.52%.

Under the Premium Finance Agreement, the Debtors will (i) make an
initial cash down payment of $222,335 for the Policy Premiums and
(ii) thereafter, beginning on February 1, 2014, pay to FIFC nine
monthly installments of $75,202, in exchange for FIFC's agreement
to pay the remaining portion of the Policy Premiums, in advance,
to the insurance carriers under the Financed Policies.  The cost
of financing the Policy Premiums is $9,820.

The Debtors also seek authority from the Court to enter into
certain accommodations in connection with the renewal of their
existing insurance policies with Zurich American Insurance Company
and its affiliates for the Jan. 1, 204, to Jan. 1, 2015 policy
year.

                        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 TROT: Court Approves Hiring of David Beck as Accountant
-----------------------------------------------------------
Fox Trot Corporation sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to employ
David Beck, CPA, as accountant, nunc pro tunc to the Oct. 12,
2013, petition date.

The Debtor requires that David Beck provide accounting services,
which shall include performance of the following Services for the
Debtor:

   (a) preparation of the Debtor's payroll tax returns as well as
       the respective state returns and unemployment premium
       reports;

   (b) preparation of any necessary applications for extensions of
       time to file federal and state tax returns;

   (c) preparation of the Debtor's corporate Federal Income Tax
       Return and respective required state income tax returns;

   (d) preparation of monthly summaries of payables and
       receivables;

   (e) preparation of financial statements, including, but not
       limited to, balance sheets, operating statements, P&L
       statements, and monthly cash statements; and

   (f) preparation of bankruptcy monthly operating reports and any
       necessary amendments to schedules.

Mr. Beck will be compensated at $150 per hour.

Mr. Beck will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Prior to the Petition Date, David Beck received payments from the
Debtor in the ordinary course of business.  As of the Petition
Date, David Beck was owed $11,837.50; however, Mr. Beck has agreed
to waive the amounts due and owing as of the Petition Date by the
Debtor and those amounts will be paid by Charles Yates.

Mr. Beck 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.

Mr. Beck can be reached at:

       David Beck, CPA
       P.O. Box 21798
       Lexington, KY 40522

                    About Fox Trot Corporation

Fox Trot Corporation sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 12, 2013 (Case No. 13-52471, Bankr. E.D.
Ky.).  The case is assigned to Judge Gregory R. Schaaf.  Adam R.
Kegley, Esq., represent the Debtor in its restructuring effort.
The Debtor estimated assets at $10 million to $50 million, and
debts at $1 million to $10 million.


FRIEDMAN'S INC: Circuit Ct. Rules on New Value Preference Defense
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Philadelphia answered a
difficult preference question without focusing on the language of
Section 547, the provision in the Bankruptcy Code governing
preferences.

According to the report, instead, the circuit court took what it
called a "broader approach" by considering the "context of the
Bankruptcy Code as a whole."

The case involved a creditor that provided temporary staffing.
Within 90 days of the customer's bankruptcy, the creditor received
an $82,000 payment that otherwise would have been a preference.

After receipt of the preference, and before bankruptcy, the
creditor extended another $101,000 in credit that was outstanding
on the date of the bankruptcy filing.

While in Chapter 11, the bankrupt company received court approval
to pay pre-bankruptcy wages. The creditor therefore received
$72,500.

The bankruptcy trustee argued that the post-bankruptcy payment of
$72,500 should be deducted from the so-called new-value defense,
leaving the creditor liable for a $53,700 preference.

The creditor argued the $72,500 payment should be disregarded,
allowing the new-value defense to offset the preference entirely.

Writing for the Third Circuit appeals court in Philadelphia,
Circuit Judge Marjorie O. Rendell said the case was one of "first
impression," with no decisions from circuit courts. District and
bankruptcy courts are almost evenly divided, she said.

She rejected a "plain meaning" analysis of the question, based on
the trustee's argument that the statute doesn't contain a cutoff
date for payments taken into consideration in a preference
analysis. Just because courts have reached different conclusions
on a statute doesn't mean it's ambiguous, she said.

Looking to the preference provision in the "context" of the
"Bankruptcy Code as a whole," Judge Rendell concluded that the
post-bankruptcy payment doesn't reduce the new-value defense.

Section 547 on preferences deals with payments in the 90-day
period before bankruptcy, not after, Judge Rendell said. She also
noted in her 34-page opinion that the statute of limitations for
initiating a preference suit begins to run on the filing date.

If the court were to consider post-bankruptcy payments, it would
also be logical to include post-bankruptcy extensions of credit,
she said.

Judge Rendell also looked to the purpose of the preference statute
and said, among other things, that it's intended to encourage
creditors to continue dealing with companies in financial
distress.

The case is Friedman's Liquidating Trust v. Roth Staffing
Companies LP (In re Friedman's Inc.), 13-1712, U.S.  Court of
Appeals for the Third Circuit (Philadelphia).

                       About Friedman's Inc.

Addison, Texas-based Friedman's Inc. -- http://www.friedmans.com/
and http://www.crescentonline.com/-- comprised a leading
specialty jewelry retail company.  Friedman's operated 388 stores
in 20 states with over 2,890 employees while Crescent Jewelers
operated 85 stores in 3 states with over 600 employees.

On Jan. 22, 2008, an involuntary Chapter 7 case was commenced
against Friedman's Inc.  On Jan. 28, 2008, the involuntary chapter
7 case was converted to a voluntary chapter 11 case.  Friedman's
and Crescent Jewelers filed the voluntary petition (Bankr. D. Del.
Case Nos. 08-10161 and 08-10179).

David M. Green, Esq., Jocelyn Keynes, Esq., and Nicholas F. Kajon,
Esq., at Stevens & Lee, P.C., in New York; and John D. Demmy,
Esq., at Stevens & Lee, P.C., in Wilmington, Delaware, served as
counsel to the Debtors.  The Debtors' professionals also include
Rothschild, Inc., as investment banker and financial advisor;
Retail Consulting Services, Inc. as real estate and lease
consultants; ASK Financial as special counsel to review, analyze,
and prosecute preference claims; Grant Thornton LLP as Tax
Advisors; and KZC Services, LLC's Salvatore LoBiondo, Jr., as
Chief Restructuring Officer, and Charles Carnaval as Director of
Restructuring.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases was represented by Christopher J. Caruso, Esq.,
Alan Kolod, Esq., Lawrence L. Ginsburg, Esq., at Moses & Singer
LLP in New York; and Charlene D. Davis, Esq., at Bayard, P.A., in
Wilmington, Delaware.  The Committee also retained Consensus
Advisors as its financial advisors.

On April 10, 2008, the Court approved the sale to Whitehall
Jewelers, Inc., and a joint venture led by Great American Group
LLC to sell to Whitehall the inventory and related property at 78
of the Debtors' stores, and to assume and assign to Whitehall the
leases with respect to those 78 stores.  On June 30, 2008, the
liquidation of the balance of the Debtors' assets through store
closing sales were concluded.

At a hearing conducted on April 20, 2009, Friedman's and Crescent
Jewelers attained confirmation of their liquidating plan.


GASCO ENERGY: Deregisters Common Stock
--------------------------------------
Gasco Energy, Inc., separately filed with the U.S. Securities and
Exchange Commission post-effective amendments to the following
registration statements:

   * On April 15, 2004, Gasco Energy filed a registration
     statement on Form S-3 with the SEC, as amended by post-
     effective Amendment No. 1 to Form S-3 Registration Statement
     filed with the SEC on May 13, 2004, to register a total of
     33,428,159 shares of its common stock, $0.0001 par value per
     share.

   * On Dec. 6, 2004, Gasco Energy filed a registration statement
     on Form S-3 with the SEC, as amended by post-effective
     Amendment No. 1 to Form S-3 Registration Statement filed with
     the SEC on Dec. 22, 2004, and post-effective Amendment No. 2
     to Form S-3 Registration Statement filed with the SEC on
     Jan. 5, 2005, to register 5.5 percent Convertible Senior
     Notes due 2011 in the amount of $65,000,000 and shares of its
     common stock, $0.0001 par value per share issuable upon
     conversion of those notes.

   * On Sept. 23, 2005, Gasco Energy filed a registration
     statement on Form S-3 with the SEC, as amended by post-
     effective Amendment No. 1 to Form S-3 Registration Statement
     filed with the SEC on Oct. 27, 2005, to register shares of
     its common stock, $0.0001 par value per share, preferred
     stock, debt securities and depositary shares.

   * On May 28, 2004, Gasco Energy filed a registration statement
     on Form S-8 with the SEC to register a total of 1,000,000
     shares of its common stock, $0.0001 par value per share, in
     connection with the Company's Amended and Restated 2003
     Restricted Stock Plan.

   * On Sept. 19, 2011, Gasco Energy filed a registration
     statement on Form S-8 with the SEC to register a total of
     21,378,483 shares of its common stock, $0.0001 par value per
     share, in connection with the Company's 2011 Long-Term
     Incentive Plan.

   * On Feb. 10, 2005, Gasco Energy filed a registration statement
     on Form S-8 with the SEC to register a total of 10,868,971
     shares of its common stock, $0.0001 par value per share, in
     connection with the San Joaquin Resources Inc. 1999 Stock
     Option Plan.

   * On June 10, 2003, Gasco Energy filed a registration statement
     on Form S-8 with the SEC to register a total of 425,000
     shares of its common stock, $0.0001 par value per share, in
     connection with the Company's 2003 Restricted Stock Plan.

The Company now desires to deregister all of the Shares not yet
issued under the Registration Statements.

The Company intends to suspend all reporting obligations with the
SEC under the Securities Exchange Act of 1934, as amended.

                         About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $51.27
million in total assets, $41.24 million in total liabilities and
$10.03 million in stockholders' equity.

                        Bankruptcy Warning

"If the Company is unable to generate sufficient operating cash
flows or secure additional capital before February 2014, it will
not have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), the Company
will not be able to continue as a going concern, and could
potentially be forced to seek relief through a filing under
Chapter 11 of the U.S. Bankruptcy Code," the Company said in the
quarterly report for the period ended Sept. 30, 2013.


GELT PROPERTIES: Plan Confirmation Hearing Set for Jan. 29
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing on Jan. 29, 2014, at 1:00 p.m., to consider
the confirmation of Gelt Properties, LLC, et al.'s First Amended
Plan of Reorganization dated Dec. 5, 2013.

The Company won approval of the Fifth Amended Disclosure Statement
describing the Plan on Dec. 5.  That approval of the adequacy of
the Disclosure Statement paved the way for the Debtors to begin
solicitation of Plan votes.  Ballots accepting or rejecting the
Plan are due Jan. 21, at 5:00 p.m., and must be delivered to the
Debtors' counsel:

         Albert A. Ciardi, III, Esq.
         CIARDI CIARDI & ASTIN
         One Commerce Square, Suite 1930
         2005 Market Street
         Philadelphia, PA 19103

The Debtors must file a balloting report by Jan. 24.

According to the Fifth Amended Disclosure Statement, the Plan
provides that all assets of the Debtors will be sold or liquidated
through payoffs of the Debtors' borrowers, rented or leased,
developed and maintained, in the ordinary course of business.
Through the Plan, the Debtors project they will increase fee-
driven income to compensate for a slight reduction in rental
income and interest income as a direct result of the liquidation
of the Debtors' loan portfolios through payoffs.

As economic conditions continue to improve and real estate
financing becomes more available, the Debtors will look to
generate new loans for commercial and investment real estate
properties.

                       Objections Withdrawn

On Dec. 4, creditor Republic First Bank, doing business as
Republic Bank, withdrew its objection to the Debtors' Third
Amended Disclosure Statement.

In a separate filing, creditor VIST Bank also withdrew its
objection to the Debtors' Disclosure Statements.

As reported in the Troubled Company Reporter on Dec. 4, 2013, Vist
Bank has objected, stating that the Disclosure Statement, as
amended, fails to remedy any of the bases for Vist's original
objection.  Vist said there is inadequacy of information to
provide any factual support for the financial projections attached
to the Disclosure Statement as Exhibit "D" which differ
significantly from Debtors' actual experience as reflected in
Debtors' monthly operating reports.

Republic First Bank, doing business as Republic Bank, also
objected to the Third Amended Disclosure Statement.  The
outstanding balance under the loan was due and payable in full on
April 1, 2011.  The Debtors failed to pay the balance due under
the Loan at maturity and are in default thereunder.  As of the
Petition Date, the outstanding principal balance due to Republic
under the loan was $501,292.  The Third Amended Disclosure
Statement provides that the obligations to Republic will be fixed
at $200,000, with interest accruing at 3.5%.

Republic First said it is unclear whether the $200,000 is in
addition to or inclusive of the fair market value of 485-487 S.
18th Street, Newark, New Jersey (which shall be surrendered to
Republic upon confirmation).

                    About Gelt Properties, LLC

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and
11-15826) on July 25, 2011.  Judge Magdeline D. Coleman presides
over the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C.
McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas
Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in
Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold &
Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at
Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson,
Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II,
Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt
Properties, LLC.

Ciardi Ciardi & Astin also represents Debtor Gelt Financial
Corporation as counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GELT PROPERTIES: VIST Bank Drops Bid for Stay Relief
----------------------------------------------------
VIST Bank notified the Bankruptcy Court that it has withdrawn the
motion for relief from stay against Gelt Properties, LLC, et al.

The Debtor and VIST consented to the adjudication on a joint
record of the motion and the claims asserted the Debtor in its
complaint dated May 15, 2012.

                    About Gelt Properties, LLC

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and
11-15826) on July 25, 2011.  Judge Magdeline D. Coleman presides
over the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C.
McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas
Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in
Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold &
Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at
Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson,
Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II,
Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt
Properties, LLC.

Ciardi Ciardi & Astin also represents Debtor Gelt Financial
Corporation as counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GELT PROPERTIES: Wants to Foreclose Riverton, NJ Property
---------------------------------------------------------
Gelt Financial Corporation, et al., ask the Bankruptcy Court for
authorization to foreclose a commercial mortgage in connection
with the civil action against Octoraro Group, LLC, et al.,

The Debtor is party to a civil action to foreclose upon a property
commonly known as 2500 Route 130 North, Riverton, New Jersey, also
known as Lot 41, Block 2701 on the Cinnaminson Township Tax Map.

According to the Debtor, the defendants deliberately failed to
repay a promissory note which was granted to Gelt Properties on
Nov. 3, 2006.

The defendants promised to pay the note but failed to do so
despite the extension granted.

                    About Gelt Properties, LLC

Based in Huntington Valley, Pennsylvania, Gelt Properties, LLC,
and affiliate Gelt Financial Corporation borrow money from
traditional lenders and make loans to commercial borrowers.  They
also acquire and manage real estate.  Gelt Properties and Gelt
Financial filed for (Bankr. E.D. Pa. Case Nos. 11-15826 and
11-15826) on July 25, 2011.  Judge Magdeline D. Coleman presides
over the cases.

William John Baldini, Esq., Albert A. Ciardi, III, Esq., Jennifer
E. Cranston, Esq., Daniel S. Siedman, Esq., and Jennifer C.
McEntee at Ciardi Ciardi & Astin, in Philadelphia, Pa.; Thomas
Daniel Bielli, Esq., at O'Kelly Ernst & Bielli, LLC, in
Philadelphia, Pa.; Janet L. Gold, Esq., at Eisenberg, Gold &
Cettei, P.C., in Cherry Hill, N.J.; David A. Huber, Esq., at
Benjamin Legal Services, in Philadelphia, Pa.; Alan L. Nochumson,
Esq., at Nochumson PC, in Philadelphia, Pa.; Axel A. Shield, II,
Esq., of Huntington Valley, Pa., serve as counsel for Debtor Gelt
Properties, LLC.

Ciardi Ciardi & Astin also represents Debtor Gelt Financial
Corporation as counsel.

Gelt Properties disclosed $4.73 million in assets and
$4.84 million in liabilities as of the Chapter 11 filing.  Its
affiliate, Gelt Financial has scheduled $20.3 million in assets
and $17.05 million in liabilities as of the Chapter 11 filing.

Paul J. Schoff, Esq., and Francis X. Gorman, Esq., at Schoff
McCabe, P.C., represent the Unsecured Creditors' Committee.
Craig Howe, CPA, and Howe, Keller & Hunter, P.C., serve as the
Committee's accountants.


GLOBAL AVIATION: Sec. 341(a) Meeting of Creditors Set for Jan. 8
----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Global Aviation
Holdings Inc. and its debtor-affiliates will be held on Jan. 8,
2014, at 9:30 a.m. at J. Caleb Boggs Federal Building, 844 King
Street, Room 2112, Wilmington, Delaware.

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

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

                 About 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: Schedules Filing Deadline Extended to Jan. 11
--------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of Global
Aviation Holdings Inc., et al., the time within which they must
file their schedules of assets and liabilities and statements of
financial affairs until Jan. 11, 2014.

As reported by the Troubled Company Reporter on Nov. 22, 2013,
Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington,
Delaware, told the Court that the Debtors need extra time to
prepare and file their Schedules and Statements due to the
international nature and scope of the Debtors' operations, which
requires them to maintain voluminous records and intricate
accounting systems.  The complexity of the Debtors' businesses,
among other things, provides ample cause justifying, if not
necessitating, an extension of the deadline to file the Schedules
and Statements.

                 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: US Trustee Appoints 3-Member Creditors Committee
-----------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 cases of Global Aviation Holdings Inc. and its debtor-
affiliates.

The Creditors Committee members are:

      1. Israel Aerospace Industries, Ltd.
         BEDEK Aviation Group
         Attn: Adam Rosen
         1700 North Moore Street
         Arlington, VA 22209
         Tel: (703) 875-3730
         Fax: (703) 875-3760

      2. Unical Aviation, Inc.
         Attn: Mercy Tan
         680 South Lemon Avenue
         City of Industry, CA 91789
         Tel: (909) 348-1700
         Fax: (909) 869-7602

      3. Air Line Pilots Association, International
         Attn: Robert Lewis
         1625 Massachusetts Avenue, NW
         Washington, DC 20036
         Tel: (703) 689-2270

                 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: Sec. 341(a) Meeting of Creditors on Jan. 7
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Green Field
Energy Services, Inc., and its debtor-affiliates will continue on
Jan. 7, 2014, at 10:30 a.m. at J. Caleb Boggs Federal Building,
844 King Street, Room 5209, Wilmington, Delaware.

As reported by the Troubled Company Reporter on Nov. 20, 2013, the
U.S. Trustee scheduled the meeting on Dec. 5, 2012, at 10:30 a.m.

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

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

                    About 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 (Bankr.
D. Del. Case No. 13-bk-12783).

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.

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

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: Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Green Field Energy Services, Inc., filed its schedules of assets
and liabilities disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,022,849
  B. Personal Property          $304,937,191
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $345,125,215
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $102,074,653
                                 -----------      -----------
        TOTAL                   $306,960,039     $447,199,869

A copy of the schedules is available for free at:

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

                    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: Court OKs Carl Marks as Investment Banker
-------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has granted Green Field Energy Services, Inc., et al.,
permission to employ Carl Marks Advisory Group LLC as investment
banker.

As reported by the Troubled Company Reporter on Nov. 1, 2013, the
Debtors will pay CMAG a monthly advisory fee of $85,000, a
completion fee of $750,000 upon the closing of one or more
transactions, and a new capital fee equal to a certain percentage
of the amount of a financing commitment.  The firm will also be
reimbursed for any necessary out-of-pocket expenses.

                    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.

Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves
as the Debtors' chief restructuring officer.

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

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: Latham & Watkins OK'd as Bankruptcy Counsel
---------------------------------------------------------------
Green Field Energy Services, Inc., et al., obtained authorization
from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware to employ Latham & Watkins LLP as lead
bankruptcy attorney.

L&W will be paid at these hourly rates:

   Partners                       $830 to $1,150
   Counsel                        $875 to $970
   Associates                     $485 to $795
   Paraprofessionals              $245 to $485

                    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 also represented by Michael R. Nestor, Esq., and
Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware.

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.

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

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: May Hire Young Conaway as Delaware Counsel
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has granted Green Field Energy Services, Inc., et al.,
permission to employ Young Conaway Stargatt & Taylor, LLP, as
local Delaware attorneys.

As reported by the Troubled Company Reporter on Oct. 31, 2013, the
principal attorneys and paralegal presently designated to
represent the Debtors and their current standard hourly rates are:

   Michael R. Nestor, Esq. -- mnestor@ycst.com    $675
   Kara Hammond Coyle, Esq. -- kcoyle@ycst.com    $430
   Justin H. Rucki, Esq. -- jrucki@ycst.com       $325
   Melissa Romano, paralegal                      $190

                    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 (Bankr.
D. Del. Case No. 13-bk-12783).

The Debtors are also represented by 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.

In its schedules, Green Field disclosed $306,960,039 in total
assets and $447,199,869 in total liabilities.

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.


HERTZ GLOBAL: Enacts Poison Pill Following "Unusual" Trading
------------------------------------------------------------
John Kell, writing for The Wall Street Journal, reported that
Hertz Global Holdings Inc. enacted a one-year shareholder-rights
plan to prevent investors from gaining sizable control of the car-
rental firm, a move the company attributed to "unusual and
substantial" trading activity.

According to the report, Hertz's shareholder-rights plan has a 10%
trigger, and is being used to reduce the likelihood that any
individual or group would gain control of the company through the
open market before engaging in talks with the company's board.

A shareholder-rights plan, also known as a poison pill, is
designed to dilute the value of the stock by flooding the market
with additional shares, making it expensive for an investor to
acquire a controlling stake, the report related.

Following the news, the company's shares jumped 3.1% to $26.75 in
after-hours trading, the report said.

Hertz, which declined to comment on specific discussions with
shareholders, said it has had conversations with "a number of
shareholders and welcomes their input towards the goal of
enhancing shareholder value," the report further related.

Hertz, through its subsidiaries, engages in the car and equipment
rental businesses worldwide.  Headquartered in Park Ridge, New
Jersey, Hertz is one of the nation's largest automobile and
equipment rental companies.


HOME BRANDS: Moody's Raises Corp. Family Rating to 'Caa1'
---------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Quality Home Brands Holdings LLC to Caa1 from Caa2, and its
Probability of Default Rating to Caa1-PD from Caa2-PD. Moody's
also affirmed the B3 rating of the $160 million first lien term
loan due 2018 and Caa2 rating of the $70 million second lien term
loan due 2019. Concurrently, Moody's withdrew the ratings of the
senior secured revolving credit facility due 2014 and senior
secured term loans due 2014. The rating outlook is stable. This
concludes the review initiated on November 18, 2013.

The upgrade reflects Quality Home Brands' completion of its
refinancing transaction, which extends the company's imminent debt
maturities and provides a sizable increase to its revolving credit
facility. The new capital structure includes a $50 million asset-
based revolving credit facility (unrated by Moody's) due 2018, a
$160 million first lien term loan due 2018, a $70 million second
lien term loan due 2019, and a $40 million senior unsecured HoldCo
cash and PIK loan due 2019. The final terms closely match those
anticipated in Moody's press release from November 18, 2013,
although restrictions in the credit agreements are somewhat
tighter.

Rating upgrades:

Corporate Family Rating, upgraded to Caa1 from Caa2

Probability of Default Rating, upgraded to Caa1-PD from Caa2-PD

Rating affirmations:

$160 million senior secured first lien term loan due 2018, at B3
(LGD3, 39%)

$70 million senior secured second lien term loan due 2019, at Caa2
(LGD5, 78% from LGD5, 75%)

Rating withdrawals:

$20 million senior secured revolving credit facility due 2014, B1
(LGD1, 2%)

$105 million senior secured term loan due 2014, Caa2 (LGD4, 52%)

$125 million senior secured term loan due 2014, Caa2 (LGD4, 52%)

RATINGS RATIONALE

The Caa1 CFR is constrained by the company's weak credit metrics
and Moody's expectations for breakeven to nominally positive free
cash flow in the near term. While Moody's anticipates significant
earnings improvement over the next 12-18 months driven by a
recovery in residential remodeling and new home construction
activity, projected debt leverage will remain high, declining from
mid-8 times lease-adjusted debt/EBITDA as of September 2013 to
near 7 times range for full year 2014. Correspondingly, Moody's
expects interest coverage to improve from 0.8 times EBITA/interest
expense to the low-1 time in 2014. The rating also reflects the
company's small scale, operations in the highly competitive
lighting industry, and narrow product focus. Notwithstanding these
concerns, the CFR derives support from the company's relatively
good EBITA margins, broad customer and geographic diversification,
and adequate liquidity.

The stable outlook reflects Moody's expectations for significant
deleveraging through earnings growth, as well as adequate
liquidity over the near term.

The ratings could be downgraded if operating performance does not
improve significantly, or if liquidity deteriorates for any other
reason.

The ratings could be upgraded with expectations for leverage to be
sustained below 7 times and interest coverage above 1.25 time. An
upgrade would also require maintenance of at least an adequate
liquidity profile.

Quality Home Brands Holdings LLC ("Quality Home Brands"), through
its subsidiaries, designs and sells lighting fixtures and ceiling
fans under the Feiss, Sea Gull, Tech Lighting, LBL, Ambiance and
Monte Carlo brands. The company's customer base includes lighting
showrooms, which service primarily the home remodeling market, and
electrical distributors, which sell primarily to the homebuilding
and commercial markets. The company is owned by affiliates of
Quad-C Management, Inc. and others. Sales were approximately $231
million for the twelve months ended September 30, 2013.


IGLESIA PUERTA: US Trustee Unable to Appoint Creditors' Committee
-----------------------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, is unable to
appoint an Unsecured Creditors' Committee in the Iglesia Puerta
Del Cielo, Inc. bankruptcy case.

The U.S. Trustee said that she has attempted to solicit creditors
interested in serving on the Committee from the 20 largest
unsecured creditors.  After excluding governmental units, secured
creditors and insiders, the U.S. Trustee has been unable to
solicit sufficient interest in serving on the Committee, in order
to appoint a proper Committee.

A first meeting of creditors was held pursuant to 11 U.S.C.
Section 341(a) and upon notice to all creditors.  Unsecured
creditors appearing at the meeting were insufficient in number to
form an unsecured creditors committee.

Iglesia Puerta del Cielo, Inc., a domestic non-profit corporation
that provides religious services to third parties, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 13-31911) on Nov. 12, 2013.  The case is assigned to
Judge Christopher Mott.  Wiley F. James, III, Esq., at James &
Haugland, P.C., in El Paso, Texas, represents the Debtor.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million.


ISC8 INC: Incurs $28 Million Net Loss in Fiscal 2013
----------------------------------------------------
ISC8 Inc. filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing a net loss of $28.02
million on $501,000 of revenues for the fiscal year ended
Sept. 30, 2013, as compared with a net loss of $19.66 million on
$0 of revenues during the prior fiscal year.

As of Sept. 30, 2013, the Company had $4.96 million in total
assets, $60.51 million in total liabilities and a $55.55 million
total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2013.  The independent auditors noted that the Company has
negative working capital of $29.7 million and a stockholders'
deficit of $55.5 million.  These factors, among others, raise
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/PiUHyT

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.


JAZZ PHARMACEUTICALS: Moody's Says Gentium Deal is Credit Negative
------------------------------------------------------------------
Moody's Investors Service commented that Jazz Pharmaceutical's
announced acquisition of Gentium Sp.A. is credit negative because
of the high purchase price relative to near-term EBITDA
contribution. Jazz will pay $57 per share for Gentium, or roughly
$1 billion, for an EBITDA contribution of $20 to $30 million in
2014. Jazz is rated Ba3 with a stable rating outlook and Gentium
is unrated.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Jazz Pharmaceuticals, Inc. is a US subsidiary of Jazz
Pharmaceuticals plc (collectively referred to as "Jazz"), a
specialty pharma company with a portfolio of products that treat
unmet needs in narrowly focused therapeutic areas. Total revenues
for the twelve months ended September 30, 2013 were approximately
$820 million.


JEH COMPANY: May Use Frost Bank's Cash Collateral Until Feb. 28
---------------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas entered a sixth agreed interim order
allowing JEH Company, et al., to use Frost Bank's cash collateral
until Feb. 28, 2014.

A copy of the budget is available for free at:

     http://bankrupt.com/misc/JEHCOMPANYcashcoll6budget.pdf

The interim order, the second interim order the third interim
order, the fourth interim order and the fifth interim order remain
in full force and effect, including but not limited to the
provisions for replacement liens granted for the benefit of Frost,
and the Debtor is required to continue to comply with the terms
and conditions of the interim order, the second interim order, the
third interim order, the fourth interim order and the fifth
interim order.  The fifth interim order was entered on Dec. 11,
2013, allowing the Debtor to use cash collateral until Dec 23,
2013.

The Debtor is authorized to pay lease and secured adequate
payments pursuant to this order for JEH Company and JEH Leasing
Company, Inc., during the months of January and February 2014.  To
the extent that JEH Company makes payments directly to any party
leasing property to JEH Leasing Company, Inc., or owned by JEH
Leasing Company, Inc., both Debtors will book those payments as
though JEH Company had first paid JEH Leasing Company, Inc.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JEH COMPANY: Court Extends Plan Filing Deadline to Jan. 24
----------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas, at the behest of JEH Company, et al.,
has extended the deadline to file a plan of reorganization until
Jan. 24, 2014, and the deadline for approving the plan until
April 21, 2014.

Mark J. Petrocchi, Esq., at Griffith, Jay & Michel, LLP, the
attorney for the Debtors, said, "The Debtors believe that a plan
of reorganization should be approved in this matter.  The
controlled management of the assets of the respective Debtors will
likely result in a higher return to creditors."

The JEH Company Debtor and the JEH Leasing Debtor sought and
received authority to sell most of the operating assets of JEH
Company and some of the operating assets of JEH Leasing.  The
Court has previously entered its order extending the deadlines for
the filing of a plan until Dec. 20, 2013, and the approval of the
plan until Feb. 20, 2014.  The Debtors previously requested an
extension because the closing of the sale had not been scheduled
until Sept. 16, 2013, and the results of purchaser elections had
not been made.  As part of the sale process, the purchaser was to
reconcile the accounts receivable collection results.  "While
there has been interim reporting indicating a disappointing trend
in collections, a full reconciliation has not yet been provided to
the Debtors.  The Debtors have been informed that when those
reports are provided, the format will be different than the system
used by the Debtors.  There have been tasks performed by the
Debtors during the interim period that have been more time
consuming than originally anticipated, including but not limited
to the analysis of secured claims as well as other claims and the
efforts to reconcile Section 503(b) administrative claims.  The
delay in receiving the reconciliation combined with the task of
managing the assets of the Debtor with a reduced staff will likely
mean that if a plan is filed prior to the deadline, such a plan
would likely require significant revisions by the Debtors," Mr.
Petrocchi stated.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JONES GROUP: Moody's Puts 'Ba3' CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Investors Service placed The Jones Group, Inc.'s Ba3
Corporate Family Rating and Ba3-PD Probability of Default rating
on review for downgrade following the announcement that it will
likely be acquired by private equity firm, Sycamore Partners. LGD
assessments are subject to change. The company's SGL-2 Speculative
Grade Liquidity rating is unchanged.

On December 19, 2013, Jones' announced that it has entered into a
definitive agreement pursuant to which affiliates of Sycamore
Partners will acquire Jones for $15 per share in cash, or a total
of approximately $1.2 billion. Jones values the transaction at
approximately $2.2 billion, including net debt. Upon completion of
the transaction, Jones will become a privately held company.

The review for downgrade reflects the possibility that the
proposed transaction, which may possibly be financed with
additional debt, will result in significantly higher financial
leverage. The review also reflects uncertainties on the new
owner's operating strategies with respect to Jones' broad
portfolio of brands.

Moody's review will focus on the details of the proposed
transaction, including financial terms, capital structure, and
future financial policy. Moody's will also review the strategic
and operating plans under the new ownership. We note that two
series of Jones' outstanding debt -- specifically its 2014 and
2034 notes -- do not have change of control provisions provided
certain limited conditions are met. As a result it Is possible
that these instruments may remain outstanding post any go private
transaction, and the instrument ratings could also be impacted
depending on the nature of the final capital structure and any
security, or lack thereof, arrangements for these notes. We note
the company's 2019 notes do benefit from a change of control put
option.

The following ratings were placed on review for downgrade:

The Jones Group Inc.

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

$250 million senior unsecured notes due 2014 at B1 (LGD 4, 66%)

$400 million senior unsecured notes due 2019 at B1 (LGD 4, 66%)

$250 million senior unsecured notes due 2034 at B1 (LGD 4, 66%)

The following rating is unchanged affirmed:

Speculative Grade Liquidity Rating at SGL-2

Headquartered in New York, NY, The Jones Group Inc. designs and
markets women's apparel, footwear, jeanswear, jewelry and handbags
through department stores, mid-tier chains, upscale department
stores and its own retail chains with a meaningful presence
outside the United States as well. The company's owned brands
include Nine West, Jones New York, Anne Klein, Stuart Weitzman,
Gloria Vanderbilt and Kurt Geiger. LTM revenues exceed $3.8
billion.

The principal methodology used in this rating was the Global
Apparel Companies published in May 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


KIDSPEACE CORP: Negotiates Plan With PBGC and Bondholders
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that KidsPeace Corp., a provider of behavioral services
for children, negotiated a reorganization plan with secured
bondholders, the creditors' committee and Pension Benefit Guaranty
Corp.

According to the report, the bankruptcy court in Reading,
Pennsylvania, will hold a Jan. 30 hearing to consider approval of
the disclosure statement explaining the plan. The plan to
restructure the bonds is supported by holders of 82 percent of the
bonds.

For its claim of about $110 million arising from an underfunded
pension plan, PBGC will be paid $13.5 million in installments.

General unsecured creditors with $2.5 million in claims will be
paid 15 percent in three installments. The bondholders' deficiency
claims and PBGC's claim won't participate in the pool for
unsecured creditors.

                       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.


KIDSPEACE CORP: Has Until Jan. 30 to Decide on Leases
-----------------------------------------------------
The Hon. Richard E. Fehling of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania entered a bridge order extending
the period within which KidsPeace Corp., et al., may assume or
reject non-residential real property leases.

The date by which the Debtor must assume the leases for which the
Debtors have received written consent to an extension of the
deadline to assume or reject is extended through and including one
week after the date of the hearing on the motion.

A hearing on the motion is scheduled to be held on Jan. 23, 2014,
at 10:30 a.m.

A copy of the leases is available for free at:

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

On Dec. 12, 2013, the Debtors filed a motion asking the Court to
(i) authorize the Debtors to assume certain unexpired leases of
non-residential real property; and (ii) further extend the period
of time within which the Debtors may assume or reject non-
residential real property leases.  The Debtors are parties to 31
non-residential real property leases in various locations
throughout the country.  The properties subject to the leases have
been utilized by the Debtors for the purposes of the Debtors'
daily operations.

The original deadline for the Debtors to assume or reject the
Leases was Sept. 18, 2013.  By court order dated Sept. 17, 2013,
the deadline to assume or reject leases was extended to Dec. 17,
2013.  The Debtors couldn't seek a further extension of the
deadline beyond Dec. 17, 2013, without the consent of the other
party to the leases.  The Debtors solicited and obtained consent
from a substantial number of the lessors to a further extension of
the deadline for an additional 90 days, through and including,
March 17, 2014.

"The Debtors have been working with the Bond Trustee, the Pension
Benefit Guaranty Corporation and the Official Committee of
Unsecured Creditors on a consensual plan of reorganization.  The
Debtors believe that they have completed the negotiations for the
consensual treatment of these three creditor constituencies,
subject to memorializing the terms thereof in a plan of
reorganization.  Although the Debtors anticipate filing their plan
of reorganization shortly with the Court, until a consensual plan
has been filed and confirmed by the Court, the Debtors are not in
a position to assume or reject all of the Leases.  As such, the
Debtors require an additional extension of the deadline to assume
or reject the leases," Joseph R. Zapata, Esq., at Norris,
McLaughlin & Marcus, PA, counsel to the Debtors, stated.

                       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.


LCI HOLDING: Wants Case Dismissed; Hearing Set for Jan. 28
----------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has set for Jan. 28, 2014, at 10:00 a.m. (Eastern),
the hearing on ICL Holding Company, Inc., fka LCI Holding Company,
Inc., and its debtor affiliates' motion to dismiss their Chapter
11 cases.

Kristhy M. Peguero, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, the attorney for the Debtors, says that the Debtors see the
dismissal of the Chapter 11 Cases as the most efficient way to
keep fees and expenses to a minimum without impairing the rights
of third parties.  The Debtors request that the dismissal of any
Debtor's Chapter 11 Case be conditioned upon the Debtors'
certification to this Court that (a) the Committee has completed
its claims reconciliation process with respect to such Debtor and
(b) all U.S. Trustee fees attributable to such Debtor have been
paid in full.  In addition, the Debtors propose that the dismissal
of the Chapter 11 Cases of ICL Holding Company, Inc., and Holdings
CL, Inc., be conditioned upon the Debtors' certification to this
Court that (c) no further action with respect to the Appeals is
pending and that no party to the Appeals is entitled to file any
further petition or appeal with respect thereto, (d) the Escrows
have been closed in accordance with their terms and (e) the Court
has entered orders with respect to final fee applications.  The
Debtors further request that the Court enter an order approving
certain fully consensual releases to provide comfort to the
released parties.

Beginning in July 2012, the Debtors engaged with their existing
secured lender group and certain holders of their senior
subordinated notes to try to effect a consensual restructuring of
their balance sheet.  The Debtors presented an initial proposal to
all parties for a restructuring pursuant to a Chapter 11 plan.
The Debtors' existing secured lender group wouldn't consent to or
finance a plan, but provided a counterproposal in the form of a
term sheet for the sale of substantially all of the Debtors'
assets.  The Debtors recognized that, in the absence of the
Prepetition Secured Lenders' consent, they could not confirm a
Chapter 11 plan of reorganization unless they were able to secure
viable alternative financing that would pay the secured lenders'
claims in full.  The Debtors were unable to obtain financing.

The Debtors commenced these Chapter 11 Cases to effectuate a sale
process that would result in the continuation of their business as
a going concern, maintain quality care for patients and preserve
the jobs of approximately 4,500 employees.  The sale process
undertaken by the Debtors, which began prior to the Petition Date
and continued during the Chapter 11 Cases, provided an opportunity
for any interested bidders to formally bid for the Debtors' assets
or to offer to fund a Chapter 11 plan that would pay their
existing secured lender group in full.  It was, in the Debtors'
view, the best means to maximize the value of the Debtors'
estates.

At the conclusion of the sale process, the highest bid was a
credit bid from the Prepetition Secured Lenders for less than all
of the outstanding debt owed to them.  As a result of successfully
closing this transaction, the purchaser continues to operate the
business as a going concern, patients continue to be cared for and
employees continue to have jobs.  "However, as no cash bid
sufficient to pay the Prepetition Secured Lenders in full was
received, the Debtors are unable to confirm a Chapter 11 plan.
Although the purchaser provided limited funds to be placed in
escrows to satisfy certain specified wind down costs, the Debtors'
estates have no remaining assets with which to satisfy the
Prepetition Secured Lenders' remaining claims or any other
secured, administrative or priority claims against the Debtors'
estates.  However, because certain processes related to the
Chapter 11 Cases remain unresolved -- including the Committee's
claims resolution process and the United States' Appeals -- the
Debtors believe it would be inappropriate to seek to convert these
Chapter 11 Cases to Chapter 7," Ms. Peguero states.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

The Debtors are represented by Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware;
Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; and Felicia Gerber Perlman, Esq., and Matthew N.
Kriegel, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois.  Rothschild Inc. is the financial advisor.
Huron Management Services LLC will provide the Debtors an interim
chief financial officer and certain additional personnel; and (ii)
designate Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LIGHTSQUARED INC: Court Approves Revisions to Harbinger Plan
------------------------------------------------------------
Harbinger Capital Partners LLC obtained court approval of the
latest revisions to the Chapter 11 plan it proposed for
LightSquared.

U.S. Bankruptcy Judge Shelley Chapman, who oversees LightSquared's
bankruptcy case, approved "immaterial" revisions to the plan
without requiring Harbinger to ask creditors to vote again in
favor of the plan.

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

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

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the new plan is supported by Philip Falcone's
Harbinger Capital Partners LLC, JPMorgan Chase & Co., Fortress
Investment Group LLC and Melody Capital Advisors LLC.

According to the Bloomberg report, the revised plan calls for
paying most creditors in full to avoid having the business taken
over under a competing plan where Charles Ergen's Dish Network
Corp. would buy LightSquared for $2.2 billion.  The new
LightSquared plan is financed with a $2.5 billion secured exit
loan, a $250 million senior secured loan and $1.25 billion in new
equity.  To operate the business until the plan could be put into
effect, Melody is to provide $285 million in bankruptcy financing
to pay off the existing loan supporting the Chapter 11 case.  The
new plan is conditioned upon approval from the Federal
Communications Commission to use frequency licenses.

The report notes that Dec. 30 was to be the ending date for voting
on LightSquared's plan and the three competing plans, including
one filed by Harbinger. Dec. 30 was also to be the last day for
filing objections to the four plans.

The bankruptcy judge directed other parties to file written
objections to the new LightSquared plan by Dec. 27.  Otherwise,
they can lodge objections orally at the Dec. 30 hearing.  The
confirmation hearing for approval of one of the four plans is to
begin Jan. 9.

LightSquared contends the new plan doesn't require another round
of voting on the theory that no creditor class is treated worse.
Just in case, the company conducted a truncated resolicitation
from those who might be adversely affected.

Harbinger disclosed on Dec. 26 that Falcone could receive a $20
million bonus for having taken no pay for three years.

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Has Access to Cash Collateral Until Jan. 31
-------------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman authorized LightSquared Inc.
to continue to use the cash collateral of lenders under a 2010
credit agreement until Jan. 31, 2014.

The authorization of LightSquared to use the cash collateral will
automatically terminate after the company or any party supporting
a standalone reorganization plan seeks to delay the hearing on the
confirmation of the Chapter 11 plan proposed by the secured
lenders' group, which is scheduled for Jan. 9, 2014.

                      About LightSquared Inc.

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

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

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

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


LILY GROUP: Coal Mine in Indiana Will Be Sold at Jan. 14 Auction
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lily Group Inc., the developer of an open-pit coal
mine in Greene County, Indiana, will sell the project at auction
on Jan. 14.

According to the report, when the bankruptcy court approved sale
procedures on Dec. 26, no buyer was yet under contract, although
the company said it "received multiple letters of intent."

Bids are due initially on Jan. 13.  A hearing to approve a sale is
set for Jan. 15 in U.S. Bankruptcy Court in Terra Haute, Indiana.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23, 2013, in Terre
Haute, listing assets and debt both exceeding $10 million.  The
Debtor is represented by Courtney Elaine Chilcote, Esq., and David
R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.


LIONS GATE: New Dividend Program No Impact on Moody's Ratings
-------------------------------------------------------------
Moody's Investors Service said that Lions Gate Entertainment
Corp.'s ("LGEC" - Ba3 CFR) announced plan to institute a new
dividend payout program ($0.05 per share) and increase its share
repurchase authorization will not impact the company's credit
ratings. The announced new dividend initiation is expected to have
only a modest impact on free cash flow, as the annual payout will
be under $30 million. Further, we do not expect the increase in
the company's stock repurchase plan (to $300 million) to impact
LGEC's credit worthiness, as we believe that the company will be
very prudent in repurchasing shares until after the 2014 film
slate performance can be assessed. "Catching Fire" continues to
perform very well at the box office and should produce strong cash
flow. The resulting strong cash flows are expected to provide
improved liquidity and financial flexibility to reduce debt such
that the company appears well positioned to repay the balance
outstanding under its credit facility within the next year to
eighteen months. The company has medium to long-term fixed debt of
$555 million (face value) which includes high yield notes, Term
Loan B and convertible notes. Total funded debt at 9/30/2013 was
$881.5 million and debt-to-EBITDA leverage (incorporating Moody's
standard adjustments) was 2.3x. Revenues for the LTM period ended
9/30/2013 were $2.6 billion.

Lions Gate Entertainment Corp., domiciled in British Columbia,
Canada (headquartered in Santa Monica, CA), is a motion picture
studio with a diversified presence in the production and
distribution of motion pictures, television programming, home
entertainment, video-on-demand and digitally delivered content.


LOEHMANN'S HOLDINGS: Proposes Bonuses for Two Top Officers
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Loehmann's Inc., liquidating in its third bankruptcy,
wants to pay as much as $653,250 in bonuses to two top company
officers.

According to the report, the Bronx, New York-based discount
retailer explained in court papers how executives before
bankruptcy were "working the equivalent of three jobs" by running
the business while negotiating with liquidators to conduct going-
out-of-business sales.  Loehmann's said they must continue
providing "extensive and indispensable assistance to the debtors'
counsel and advisers."

If approved by the bankruptcy court in Manhattan at a Jan. 7
hearing, the top two officers would split a bonus of $132,950 if
first-lien debt is paid in full.  The eligible executives are
Chief Operating Officer William Thayer and General Counsel Mindy
Novack.

If second-lien creditors are paid in full, the collective bonus is
$402,500.  If unsecured creditors receive a 10 percent
distribution, the bonuses top out at $653,250.

The U.S. Trustee formed a seven-member official unsecured
creditors' committee on Dec. 23, including supplier Juicy Couture
Inc.  In turn, the committee hired Kelley Drye & Warren LLP to
serve as its counsel.

Unless outbid at auction on Jan. 3, a joint venture among SB
Capital Group LLC, Tiger Capital Group LLC and A&G Realty Partners
LLC will conduct GOB sales and pay a minimum of $19 million in
cash. The hearing to approve selection of the liquidators will
take place Jan. 7.

                         About Loehmann's

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

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

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

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

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

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


LOFINO PROPERTIES: Henry E. Menninger, Jr. Named as Ch. 11 Trustee
------------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, sought and
obtained authorization from the Hon. Lawrence S. Walter of the
U.S. Bankruptcy Court for the Southern District of Ohio to appoint
Henry E. Menninger, Jr., as Chapter 11 Trustee in the Lofino
Properties, LLC, bankruptcy case.

As reported by the Troubled Company Reporter on Nov. 21, 2013, the
U.S. Trustee asked the Court to dismiss the Debtor's Chapter 11
case, or, in the alternative, for an order directing the
appointment of a Chapter 11 Trustee.  The U.S. Trustee said that
if the Court determines that the case should remain pending in
Chapter 11 without ordering turnover of the assets by Receiver
Jamie Hadoc under section 543, appointment of a Chapter 11 Trustee
would best maintain control over and preserve the value of the
assets.  The U.S. Trustee explained that absent the court approval
of the Debtor's authority to use GLICNY Real Estate Holding, LLC's
cash collateral, the Debtor has insufficient funds and no strategy
with which to reorganize its debts and exit Chapter 11.  The U.S.
Trustee added that GLICNY wouldn't consent to the use of cash
collateral, unless it would occur through a duly authorized and
appointed Chapter 11 Trustee.

On Nov. 25, 2013, the Court approved the U.S. Trustee's motion to
appoint a Chapter 11 Trustee.  The U.S. Trustee and the Debtor
have agreed to the appointment of a Chapter 11 trustee in this
case.  GLICNY also supported appointment of a Chapter 11 trustee
in the event that the Court declined to (i) dismiss the Debtor's
bankruptcy cases or (ii) excuse turnover of the Debtor's property,
if the Debtor's bankruptcy case remained pending.

Currently, these two parcels of the Debtor's real estate are under
the control of the Receiver: (a) 8245 Springboro Pike, Dayton,
Ohio 45432, and (b) 6134 Wilmington Pike, Dayton, Ohio 45459.  The
Receiver is required to turn over the property in her control to
the Chapter 11 trustee when appointed although a transition period
may be required.  The Debtor is currently in control of its
remaining real estate and other assets, and will turn them over to
the Chapter 11 Trustee.

                     About Lofino Properties

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.
A sister company, Southland 75, LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.  The Hon. Judge Lawrence
S. Walter presides over the cases.  Attorneys at Pickrel,
Schaeffer, and Ebeling, in Dayton, Ohio, represent the
Debtors as counsel.  The petitions were signed by Michael D.
Lofino, managing member.

The Debtors have been operating under state court receiverships
since May 2013.

On Oct. 17, 2013, the Bankruptcy Court entered an order denying
the motion of the Debtors for the joint administration of their
cases.


LONE PINE: Reorganization Set for January Approvals
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lone Pine Resources Inc., an oil and gas exploration
and production company, filed papers designed so a U.S.
bankruptcy court can hold a hearing on Jan. 16 to enable U.S.
enforcement of a reorganization plan scheduled for approval in a
Canadian court on Jan. 9.

According to the report, Calgary-based Lone Pine filed a Chapter
15 petition in September for the U.S. court to assist the Canadian
court in the company's bankruptcy reorganization under Canada's
Companies' Creditors Arrangement Act. In October, the U.S.
Bankruptcy Court in Delaware ruled that Canada is home to the so-
called foreign main proceeding.

Lone Pine filed its workout plan this month in the Canadian court.
It was negotiated before the bankruptcy filings with holders of 75
percent of the $195 million in senior notes.  Creditors will meet
to approve the plan on Jan. 6, before the pivotal hearing three
days later in the Canadian court.

Assuming no snags, noteholders will receive 100 percent ownership
of the new common stock. The existing $180 million secured bank
credit will be paid in full with proceeds from a new asset-backed
loan.

The reorganized company is to be additionally financed with $100
million in preferred stock to be purchased by some of the
noteholders. The preferred stock would be convertible into 75
percent of the common equity.

General unsecured creditors will share a $700,000 fund.

Lone Pine defaulted on the senior notes by missing a payment in
August.

The 10.375 percent senior unsecured notes traded at 12:50 p.m. on
Dec. 26 for 34 cents on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority. The notes sold for 85 cents on June 3 and fetched
almost 65 cents in the first trades after bankruptcy.

Chapter 15 isn't a full-blown corporate reorganization like
Chapter 11. The finding that Canada has the foreign main
bankruptcy automatically halts creditor actions in the U.S. and
enables the court in Delaware to assure compliance with the
reorganization in the U.S.

Lone Pine had an initial public stock offering at $13 a share in
May 2011, raising $195 million. The stock lost 3.5 percent in the
first day's trading and never surpassed the offering price.

                    About Lone Pine Resources

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

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

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

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


LOUISVILLE ARENA: S&P Lowers Rating on Revenue Bonds to 'BB'
------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its ratings on
the Kentucky Economic Development Finance Authority's Subseries
2008A-1, Subseries A-2, and Series 2008B project revenue bonds
issued for the Louisville Arena Authority Inc. to 'BB' from
'BBB-'.

At the same time, S&P assigned recovery ratings to the project
revenue bonds of '3', indicating its expectation for meaningful
(50% to 70%) recovery of principal if a payment default occurs.
The outlook is stable.  Assured Guaranty Corp. insures the senior
bonds.

The rating action reflects S&P's view that the debt service
coverage has not improved as it expected and S&P estimates will
remain weak for at least the next five years at 1.05x to about
1.1x, the LAA's reliance on the volatile sales tax-based tax
incremental financing (TIF) revenue for a portion of debt service,
and S&P's view that the revised zoning of the TIF district could
improve this source of revenue to LAA over the longer term.  In
addition, S&P has reduced its growth assumptions for the TIF to 4%
over the next three years, and 3% after 2016, relative to the 5%
in 2013 and 3% growth rate thereafter expected in last year's
review.

Standard & Poor's underlying (SPUR) rating on the project revenue
bonds for LAA is 'BB'.

"Since operations began in 2010, the LAA has faced a number of
challenges that we view will take several years to manage through
and have led to weak debt service coverage," said Standard &
Poor's credit analyst Jayne Ross.

The stable outlook reflects S&P's view that stable to modest
growth in arena revenue and the guaranteed Metro payments provide
some downside protection to the LAA, and should insure that the
DSCR will not drop meaningfully below S&P's DSCR projections,
which remain weak for the next five years.

"We would raise the rating if TIF revenues stabilize under the
two-mile TIF district, such that we have greater visibility into
long-term revenue from this source, along with other revenues, to
support a DSCR that is sustained above 1.25x.  We also estimate
that the arena would need to sustain net category B revenues above
the AEG minimum guarantee and continue to reduce operating
expenses to achieve these coverages, which in our view are not
expected in the near term.  We could lower the rating if TIF
revenue growth is below our forecast or if category B revenues
after operating costs do not exceed the AEG annual guarantee," S&P
noted.


MACCO PROPERTIES: Court Converts Case to Chapter 7 Liquidation
--------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma has approved the U.S. Trustee's
motion to convert the Chapter 11 case of Macco Properties, Inc.,
et al., to cases under Chapter 7 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on Sept. 17, 2013,
the U.S. Trustee said that Macco is no longer an operating entity.
All operating assets have been liquidated by the case trustee.
Only litigation and insurance claims remain to be liquidated.

                     About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

Macco Properties filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartments, LLC (10-16503); JU Villa Del Mar Apartments, LLC, and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

Receivership Services Corp., a division of the Martens Cos.,
serves as property manager for the six Wichita apartment complexes
caught up in the bankruptcy of Macco Properties of Oklahoma City.

On May 31, 2011, an Order was entered appointing Michael E. Deeba
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, Esq., at Welch Law Firm, P.C., in Oklahoma City.

In August 2013, the Bankruptcy Court signed off on an agreed order
dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU
Villa Del Mar Apartments.


MILAGRO OIL: Moody's Affirms 'Caa3' CFR & 'Ca' Sr. Secured Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded Milagro Oil and Gas, Inc.'s
Probability of Default Rating (PDR) to Ca-PD/LD from Caa3-PD, and
affirmed its Corporate Family Rating (CFR) at Caa3 and its senior
secured rating at Ca. The outlook remains negative.

Ratings Rationale

The downgrade follows Milagro missed interest payment on its $250
million senior secured second lien notes due 2016 on November 15,
2013. The company had a 30-day grace period provided for in its
Indenture to cure the default. The 30-day grace period expired
December 16, 2013. Since the company was unable to make the
payment by end of the grace period, the probability of default was
lowered to LD to reflect a limited default. Ratings could be
downgraded further in the event of any negotiated settlement with
creditors resulting in a distressed exchange or bankruptcy filing.

The Caa3 CFR reflects the high likelihood of a distressed exchange
or filing for bankruptcy in 2014 given the unsuccessful debt
restructuring attempts in 2013. The rating considers Milagro's
failure to make interest payment on its $250 million senior
secured second lien notes due 2016, to comply with the financial
covenants under its 2011 credit facility, and to file its 10Q
filing for September 30. Milagro breached two of the four
financial covenants under its credit facility -- a Debt / EBITDA
ratio of no greater than 4.0x and a minimum interest coverage
ratio of at least 2.5x. At June 30, Milagro had a Debt / EBITDA
ratio of 4.93x and an interest coverage of 2.36x. Milagro explored
its options to reduce indebtedness to comply with the breached
financial covenants to no avail. We expect Milagro to file for
bankruptcy or complete a distressed exchange of notes in 2014,
absent a significant contribution from its equity sponsors. The
private equity sponsors had been supportive of liquidity in the
past through 2010, but have not been since, making it uncertain
whether they would potentially provide support to avoid a
bankruptcy filing.

However, the rating also positively considers Milagro's good
geological diversification for its size, with production acreage
split between four different areas: Texas Gulf Coast, South Texas,
South Louisiana, and the Mid-Continent. We expect production to
decline slightly in 2014. However, we also believe that there
could be decent recovery for noteholders in case of liquidation or
further distress given that the PV-10 value of Milagro's proved
reserves is likely to remain greater than its total debt of
roughly $380 million.

The negative outlook reflects likelihood of further ratings
downgrade in 2014. The ratings to be lowered further or withdrawn
if the company does not become current in its filings in the first
quarter of 2014, the capital structure is altered in a manner that
constitutes a distressed exchange, or the company files for
bankruptcy. A rating upgrade is unlikely in the near term,
however, the outlook could be moved to stable if Milagro receives
a substantial equity contribution from the financial sponsors.

Milagro Oil and Gas, Inc. is an independent exploration and
production company headquartered in Houston, Texas.


MOXIE PATRIOT: S&P Rates New $368 Milion Debt 'B+', Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
ratings to Moxie Patriot LLC's $380 million secured term loan B-1,
$205 million term loan B-2, and $53 million LOC facility.  S&P
also assigned its '2' recovery rating to the debt. The outlook is
stable.

Patriot is a special-purpose, bankruptcy-remote operating entity,
set up to build the Patriot Power Plant, an 829-megawatt (MW)
natural gas-fired facility in Clinton Township, Pa.  The unit will
dispatch into the West sub-region of the PJM market.  Patriot will
be capitalized with roughly $585 million of secured debt and
$224 million of equity.  In addition, the project raised
$100 million of mezzanine debt (unrated) at holding company Panda
Patriot Intermediate Holdings II LLC (Panda II).

S&P expects project construction will last until mid-2016.  When
complete, Patriot will generate revenue by selling capacity,
energy, and ancillary services into the PJM market.

"We expect revenues to be somewhat volatile, although we also
expect capacity payments and the project's heat rate call option
on 400 MW of generation through 2020 cover a meaningful portion of
fixed costs and mandatory debt service under our base case
assumptions," said Standard & Poor's credit analyst Nora Pickens.

The outlook is stable and will likely remain at the current level
as the project proceeds through the construction phase.  Near-term
downside risks can emerge if there are construction delays that
extend beyond six months.  Given S&P's current expectations of
project economics, it expects that ratings will likely improve as
the project goes into commercial operations.  A downgrade is
possible if S&P's expectation of debt at maturity changes to
greater than $550 per kW or if debt service coverage ratios
steadily decline below 1.3x.  This would likely result from
construction delays, lower-than-expected spark spreads, poor
operational performance, or higher operating and maintenance
costs.


MSR HOTELS: Plan Scheduled for Feb. 6 Confirmation
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MSR Hotels & Resorts Inc., a real-estate investment
trust controlled by Paulson & Co., will hold a confirmation
hearing on Feb. 6 for approval of a Chapter 11 plan, just after
the Jan. 30 auction to locate the best bid for trademarks not
included in affiliates' sales in their already-completed
bankruptcies.

According to the report, the bankruptcy judge in New York has
approved disclosure materials explaining the plan. In October, the
judge set up the auction procedures.

Initiated in May, the MSR Hotels Chapter 11 filing was designed to
stop a lawsuit filed by Five Mile Capital Partners LLC and sell
trademarks for the Grand Wailea Resort Hotel and Spa in Hawaii,
the La Quinta Resort and Club in La Quinta, California, and the
Arizona Biltmore Resort and Spa in Phoenix.

MSR Hotels was an indirect owner of the three hotels, which were
among the five properties owned by Paulson and Winthrop Realty
Trust that were acquired in February through consummation of a
Chapter 11 reorganization plan in U.S. Bankruptcy Court in New
York. The properties were purchased by secured lender Government
of Singapore Investment Corp. Singapore is the logical buyer for
the trademarks, according to the hotel REIT.

By approving the affiliates' plan, U.S. Bankruptcy Judge Sean H.
Lane overruled objections by Five Mile. The new bankruptcy
resulted from a lawsuit Five Mile filed in New York State court in
April against MSR Hotels and its officers from Paulson. MSR Hotels
characterized Five Mile as an "out of the money" lender to the
five resorts.

The Five Mile suit, transferred to federal court, blocked the
ability to sell the marks outside of bankruptcy. Judge Lane later
dismissed the Five Mile suit.

The disclosure statements show secured lender Midland Loan
Services Inc., owed $59.9 million, as recovering 7 percent.  Five
Mile filed a $61.3 million claim which the judge knocked out,
according to the disclosure statement.

MSR Hotels originally listed assets of $785,000 and liabilities
totaling $59.2 million.  Debt at that time included $59.1 million
owing to Midland, a secured creditor in the five resorts'
bankruptcy.  Midland has a lien on the three resorts' trademarks.

Other than the trademarks, MSR Hotels' other assets were listed as
being $150,000 in unrestricted cash.  The company has no
operations. Revenue in 2012 was $32,500, according to a court
filing.

In the bankruptcy of the five resorts, one was sold. The remaining
four went to the Singapore fund under the Chapter 11 plan for $1.5
billion, consisting of $1.12 billion in cash and $360 million in
debt.

Paulson and Winthrop acquired the five resorts through foreclosure
in early 2011. The other two are the Claremont Resort & Spa in
Berkeley, California, and the Doral Golf Resort and Spa in Miami.
Donald Trump bought the Doral property last year.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan.  MSR Hotels & Resorts, formerly known
as CNL Hospitality Properties, Inc., and as CNL Hotels & Resorts,
Inc., listed $500,001 to $1 million in assets, and $50 million to
$100 million in liabilities in its petition.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the
Debtor.

MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit by
lender Five Mile Capital Partners that claims it is owed tens of
millions of dollars related to the recent sale of several luxury
resorts.  MSR Hotels will seek to sell its remaining assets and
wind down.

MSR Hotels, formerly known as CNL Hotels & Resorts Inc., owned a
portfolio of eight luxury hotels with over 5,500 guest rooms.  On
Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan in
February this year.  That plan was predicated on the sale of the
remaining four resorts by the Government of Singapore Investment
Corp. -- the world's eighth-largest sovereign wealth fund,
according to the Sovereign Wealth Fund Institute -- for $1.5
billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,
overruled Plan objections by the U.S. Internal Revenue Service and
investor Five Mile.  The IRS and Five Mile alleged that the sale
created a tax liability of as much as $331 million that may not be
paid.  That Plan was declared effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.


NEWLEAD HOLDINGS: Signs $1 Million Securities Purchase Agreement
----------------------------------------------------------------
NewLead Holdings Ltd. entered into a Securities Purchase Agreement
relating to the issuance and sale of (i) up to $1 million in
aggregate principal amount of the Company's 12 percent Convertible
Debentures due 12 months from issue and (ii) warrants to purchase
common shares of the Company, par value $0.01, in the amounts and
under the conditions as set forth in the Purchase Agreement.

On Dec. 23, 2013, the Company closed on the first tranche of the
investment and issued a Debenture in aggregate principal amount of
$500,000.  The First Closing Debenture is convertible at any time,
at the option of the holder, at a conversion price of $1.35,
subject to adjustment.  The principal amount plus accrued and
unpaid interest on First Closing Debenture is due and payable on
Dec. 23, 2014.

A Warrant to purchase 74,074 shares of Common Stock, a Warrant to
purchase 37,037 shares of Common Stock and 25,000 shares of
restricted Common Stock were also issued to the investor on the
First Closing Date.  The Warrants issued on the First Closing Date
are immediately exercisable at an exercise price of $1.75 per
share for the 20 percent Warrants and $2.25 per share for the 10
percent Warrants, each subject to adjustment as set forth in the
applicable Warrant.  The Warrants expire five years from the date
of issuance.  The holders may exercise the Warrants on a cashless
basis.  The Warrants are subject to a blocker provision
prohibiting exercise of the Warrants if the holder and its
affiliates would beneficially own in excess of 4.99 percent of the
total number of shares of Common Stock of the Company following
such exercise.

The Company intends to close the second tranche of the investment
for a Debenture in aggregate principal amount of $500,000 and
Warrants on substantially the same terms those as set forth above
on or about Jan. 3, 2014.

The Company has undertaken, pursuant to the registration rights
agreement dated as of Dec. 23, 2013, to provide standard piggyback
rights to register the shares of Common Stock issued in the
offering and issuable upon the conversion of the Debentures and
exercise of the Warrants.

                     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.


NEXTAG INC: Moody's Lowers CFR to 'Caa2', Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded NexTag Inc.'s corporate
family rating (CFR) to Caa2 from Caa1, its probability of default
rating to Caa2-PD from Caa1-PD, and the rating for its senior
secured credit facilities to Caa2, from Caa1. The outlook for
ratings remains negative. The ratings action reflects Moody's view
that despite amendment to the terms of NexTag's credit agreement
the company's probability of default remains elevated and its
operations will consume cash in the near term eroding potential
recovery for lenders.

Moody's has downgraded the following ratings:

Issuer: NexTag, Inc.

Corporate family rating -- Caa2, downgraded from Caa1

Probability of default rating -- Caa2-PD, downgraded from Caa1-PD

$25 million first lien revolving credit facility due 2016 --
Caa2, LGD3 (47%), downgraded from Caa1, LGD3 (48%)

Approximately $68 million (outstanding) first lien term loan due
2016 -- Caa2, LGD3 (47%), downgraded from Caa1, LGD3 (48%)

Outlook: Negative

Ratings Rationale

NexTag completed an amendment to its credit agreement which waived
the requirement to comply with financial covenants through
September 2014 and allowed the company to retain cash balances.
The amendment provides NexTag more time to seek new capital and
execute on its strategy of diversifying revenues amid a rapid
erosion in its core product shopping business. "Although the
amendment provides NexTag operational flexibility through
September 2014, the risk of default remains heightened absent
infusion of new capital," said Raj Joshi, Analyst at Moody's
Investors Service. He added, "We are concerned that erosion in
liquidity due to NexTag's increasing cash burn in the interim
quarters and the company's uncertain business prospects could
reduce recovery prospects for lenders."

The Caa2 CFR reflects NexTag's elevated probability of default and
risk of debt impairment as a result of a significant and
irreversible decline in its online comparison shopping business
due to intense competition. NexTag's EBITDA declined by about 66%
year-over-year in the YTD 3Q 2013 period as a result of a steep
decline in free web referral traffic from Google's search pages to
its comparison shopping websites and increasing competition from
Google's own comparison shopping offering, Google Shopping.
Furthermore, NexTag reported increasing competition for paid web
traffic which challenged the company's plans of mitigating revenue
declines by growing customer traffic through paid traffic sources.

The Caa2 rating additional reflects Moody's opinion that NexTag's
strategy to grow revenues by increasing direct navigation traffic,
invest in brand and pursue new business opportunities cannot be
executed without infusion of new capital. At the same time,
Moody's notes that the company has only about $93 million of total
outstanding debt and it has committed to making $10 million in
principal amortization payments of term debt in 2014.

Moody's maintained the negative outlook for ratings to reflect
continued uncertainty as to the company's business prospects and
its significant execution challenges in turning around
profitability.

Moody's could downgrade NexTag's ratings if it believes that the
company's plans to raise capital are unlikely to succeed and its
liquidity continues to deteriorate.

A ratings upgrade is not expected in the near term. However,
Moody's could stabilize NexTag's rating outlook if it maintains
good liquidity and its revenue and earnings show sustainable
improvement.

Headquartered in San Mateo, California, NexTag is a leading e-
commerce retail/merchant aggregator and comparison shopping
provider. The company reported approximately $154 million in
revenue for the twelve months ended September 2013.


NNN PARKWAY: Court Allows Secured Creditor's $26.6MM Claim
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized NNN Parkway 400 26, LLC, to allow the claim of secured
creditor WBCMT 2007-C31 Amberpark Office Limited Partnership in
the amount of $26,590,394.

The Court also ordered that the Claim be reduced by the amount of
the Yield Maintenance Premium on the basis that contractually the
Yield Maintenance Premium was not triggered on the facts of the
case as governed by the language of the agreements between the
parties.

The lender will not be required to file additional proofs of claim
in the cases of the Debtors.

                        About NNN Parkway

NNN Parkway Corporate Plaza 3, which owns 17.25% tenant-in-common
interest in four parcels in the real property commonly referred to
as Parkway Corporate Plaza, in Roseville, California, sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 14,
2013 (Case No. 13-19322, Bankr. C.D. Calif.)  The Debtor disclosed
$34,009,050 in assets and $43,652,430 in liabilities as of the
Chapter 11 filing.

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


NNN PARKWAY: Weiland Golden Substitutes Baur Firm as Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulated substitution of counsel for NNN Parkway 400
26, LLC.

Pursuant to a stipulation entered among the Debtors and the Law
Office of Christine E. Baur, and Weiland, Golden, Smiley, Wang
Ekvall & Strok, LLP, the Weiland Firm is substituted for the Baur
Firm as the Debtors' general bankruptcy counsel as of Nov. 7,
2013.

                        About NNN Parkway

NNN Parkway Corporate Plaza 3, which owns 17.25% tenant-in-common
interest in four parcels in the real property commonly referred to
as Parkway Corporate Plaza, in Roseville, California, sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 14,
2013 (Case No. 13-19322, Bankr. C.D. Calif.)  The Debtor disclosed
$34,009,050 in assets and $43,652,430 in liabilities as of the
Chapter 11 filing.

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


NPC INTERNATIONAL: Moody's Assigns 'Ba3' Rating to New $478MM Loan
------------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to NPC
International's amended credit facilities, consisting of a $110
million first lien senior secured revolving credit facility due
2017 and $368 million first lien senior secured term loan due
2018.  Proceeds from the new term loan were used to refinance
NPC's existing first lien term loan due 2018.  All other NPC
ratings are unaffected, including the B2 Corporate Family Rating
and Caa1 on NPC's unsecured notes due 2020.  The ratings outlook
is stable.

NPC reduced the interest rates on its first lien credit
facilities, increased the size of its revolver by $10 million, to
$110 million, removed the capital expenditure covenant test and
raised the amount of cash that can be netted from debt in its
leverage covenant calculation. The transaction was leverage
neutral and resulted in annual cash interest expense savings of
about $1.8 million. Liquidity was modestly enhanced by the
additional $10 million of excess availability under its revolver.
The maturities of the credit facilities and other key elements
were unchanged.

Ratings assigned:

-- $368 million first lien senior secured term loan due 2018 at
    Ba3 (LGD3, 32%)

-- $110 million first lien senior secured revolving credit
    facility due 2017 at Ba3 (LGD3, 32%)

Ratings unchanged:

-- Corporate Family Rating at B2

-- Probability of Default Rating at B2-PD

-- $190 million unsecured notes due 2020 at Caa1 (LGD5, 85%)

Ratings withdrawn, debt no longer outstanding:

-- $368 million first lien senior secured term loan due 2018 at
    Ba3 (LGD3, 32%)

-- $100 million first lien senior secured revolving credit
    facility due 2017 at Ba3 (LGD3, 32%)

Ratings Rationale

NPC's B2 Corporate Family Rating reflects the high debt and
interest burden associated with the acquisition of the company by
Olympus Partners (Olympus) in December 2011 and Moody's
expectation that lease-adjusted debt to EBITDA will remain
slightly over 5.0 times over the next twelve months due to a
combination of ongoing economic challenges and recent brand value
perception issues in NPC's markets. Lease-adjusted leverage
(debt/EBITDA) remained high in the twelve months ended September
24, 2013, at about 5.25 times, but has significantly improved from
a pro forma level of about 6.5 times in December 2011. Also
considered are the company's limited product offering,
concentrated day-part in lunch and dinner, limited geographic
diversity, and exposure to volatile commodity prices. Supporting
the rating are NPC's meaningful scale within the Pizza Hut
franchise system augmented by the recent acquisitions of Wendy's
restaurant units, its relatively flexible cost structure, and the
expectation for good liquidity.

The stable outlook reflects Moody's expectation that NPC will
prudently manage growth while maintaining good liquidity.

NPC's ratings could be upgraded if operating performance and debt
protection measures sustainably improve, driven by profitable same
store sales and new unit growth. Quantitatively, an upgrade would
require debt to EBITDA to decline near 4.5 times and EBITA to
interest to exceed 2.0 times.

The ratings could be downgraded if operating performance or
liquidity were to deteriorate or if financial policies became more
aggressive, leading to debt/EBITDA increasing above 6.0 times on a
sustained basis.

The principal methodology used in this rating was the Global
Restaurant Methodology published in June 2011. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009. Please see the Credit Policy page on www.moodys.com for a
copy of these methodologies.

NPC International, Inc. ("NPC") is the world's largest Pizza Hut
franchisee, currently operating 1,252 Pizza Hut restaurants and
delivery units in 28 states in the Midwestern and Southeastern
United States. The company also recently acquired 91 Wendy's units
in the Kansas City and Salt Lake City metropolitan areas. Annual
revenues are approximately $1.0 billion.


PACIFIC FUNDING: Case Dismissed on Lack of Petition Documents
-------------------------------------------------------------
The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the
Central District of California has dismissed Pacific Funding Group
Inc.'s Chapter 11 case for failure to file all the documents or
information required by FRBP 1007 and LBRs 1002?1 and 1007?1(a),
which were to be filed or submitted at the time of the filing of
the Debtor's voluntary petition.

North Hollywood, California-based Pacific Funding Group Inc.
was in the business of lending money.  Its assets include
$2.255 million of real property and $7.89 million of personal
property.

The Debtor filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
13-17434) in San Fernando Valley, California on Nov. 26, 2013.
The Debtor disclosed $10.14 million in assets and $2.63 million in
liabilities in its schedules.  Gary Pietruszka, president and 100%
owner, signed the bankruptcy petition.  The Debtor is represented
by Kent Salveson, Esq., in San Juan Capistrano, California.

The Debtor's general partner, Optimal Medical Offices LLC, sought
bankruptcy protection (Case No. 13-13178) on May 8, 2013.


PERRY ELLIS: Moody's Changes Ratings Outlook to Negative
--------------------------------------------------------
Moody's Investors Service changed the rating outlook for Perry
Ellis International, Inc. to negative from stable. The company's
B1 Corporate Family Rating ("CFR"), B1-PD Probability of Default
Rating, B2 senior subordinated notes rating, and SGL-2 Speculative
Grade Liquidity rating were affirmed.

The change in outlook reflects uncertainty regarding the company's
ability to reverse the deterioration in its operating performance.
Perry's year-to-date financial results underperformed Moody's and
management expectations largely due to significant investment in
the business that has not yielded revenue growth in the context of
tepid consumer spending. The company's debt/EBITDA increased to
5.1 times and EBITA margin declined to 4.1% for the twelve months
ended November 2, 2013.

Ratings affirmed:

Corporate Family Rating, at B1

Probability of Default Rating, at B1-PD

$150 million 7.875% senior subordinated notes, at B2 (LGD 4 - 69%,
from LGD 5 - 71%)

Speculative Grade Liquidity Rating, at SGL-2

Ratings Rationale

The B1 Corporate Family Rating reflects Perry's track record of
volatile financial performance as it faces challenges from
operating in an industry sensitive to consumer spending, fashion
trends, and sizeable customer concentration with key retailers.
The company's EBITA margin of 4.1% (for the twelve months ended
November 2, 2013) continues to lag peers. Margins have declined
during 2012 and 2013 as Perry spent on advertising, promotions,
ecommerce and realignment activities in an effort to turn around
its operating performance. At the same time, Perry's portfolio of
well-known brands and wide range of price points partially
mitigate its fashion risk by targeting multiple demographics
through diversified distribution channels.

The negative outlook reflects the risk that Perry's brand
investment and portfolio realignment initiatives may fail to bring
about meaningful revenue improvement, leading to weakened profit
margins and credit protection metrics on a sustained basis.

The ratings could be downgraded if Perry is unable to reverse its
negative operating performance trend and improve EBITA margin to
above 5% in the near term. Moody's could also downgrade the rating
if debt/EBITDA remains above 4.5 times or liquidity materially
deteriorates.

The outlook could be revised back to stable if the company returns
to revenue growth, improves its profitability meaningfully and
reduces leverage to below 4.5 times sustainably, while maintaining
a good liquidity profile. A rating upgrade is unlikely in the near
future given the negative outlook and the company's modest scale
and inconsistent operating performance. The ratings could be
upgraded if Perry materially enhances its scale and product
diversity while substantially improving EBITA margins and credit
metrics.

The principal methodology used in this rating was the Global
Apparel Companies published in May 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Perry Ellis International, Inc. ("Perry"), headquartered in Miami,
Florida, designs, distributes and licenses apparel and accessories
for men and women. The company owns or licenses a portfolio of
brands, including Perry Ellis(R), Rafaella(R), Laundry by Shelli
Segal(R), Callaway(R) Golf, Original Penguin(R), Cubavera(R), and
Nike(R) Swim. The company also operates roughly 70 owned stores.
Revenues for the twelve months ended November 2, 2013 were
approximately $954 million.


PEM THISTLE: Employs Cross & Simon as Local Delaware Counsel
------------------------------------------------------------
PEM Thistle Landing TIC 23, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Cross &
Simon, LLC, as local Delaware counsel, effective as of Dec. 17,
2013.

C&S's current hourly rates for work of this nature are:

   Partners and Counsel                     $475
   Associates                           $340 to $395
   Paraprofessionals                        $180

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

Christopher P. Simon, Esq., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.  Mr. Simon discloses that C&S
received $10,000 on Dec. 16, 2013, as retainer for legal services.

A hearing on the application is scheduled for Jan. 16, 2014, at
3:00 p.m.  Objections are due Jan. 9.

                         About PEM Thistle

PEM Thistle Landing TIC 23, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 13-13273) in Delaware on
Dec. 17, 2013.

The Debtor estimated at least $10 million in assets and
liabilities.  The Debtor is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B) and its principal asset is located at
4801 East Thistle Landing Drive, in Phoenix, Arizona.

Kathleen Mellor and Richard Mellor own 100% of the outstanding
membership interests in the Debtor.  Ms. Mellor, as director,
signed the bankruptcy petition.

The docket and the petition state that Kevin Scott Mann, Esq., at
Cross & Simon, LLC, in Wilmington, Delaware, serves as local
counsel.  The board resolution authorizing the bankruptcy filing
says that the Debtor is authorized to hire the law firm of
Freeborn & Peters LLP as general bankruptcy counsel.

Judge Kevin Gross presides over the case.


PEM THISTLE: Taps Freeborn & Peters as Lead Bankruptcy Counsel
--------------------------------------------------------------
PEM Thistle Landing TIC 23, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ Freeborn &
Peters LLP as counsel.

F&P's billing rates for attorneys expected to work on the case
range from $240 to $585 per hour.  Time devoted by paralegal
professionals will be billed at $190 to $245 per hour.

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

   Thomas R. Fawkes, Esq. -- tfawkes@freeborn.com       $505
   Devon J. Eggert, Esq. -- deggert@freeborn.com        $335
   Brian J. Jackiw, Esq. -- bjackiw@freeborn.com        $285
   Jacqueline E. Hazdra, paralegal                      $190

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

Mr. Fawkes assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  F&P has received an advance payment
retainer in the amount of $30,000 for certain of its services
performed in preparation of the Debtors' Chapter 11 cases.

A hearing on the application is scheduled for Jan. 16, 2014, at
3:00 p.m.  Objections are due Jan. 9.

                         About PEM Thistle

PEM Thistle Landing TIC 23, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 13-13273) in Delaware on
Dec. 17, 2013.

The Debtor estimated at least $10 million in assets and
liabilities.  The Debtor is a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B) and its principal asset is located at
4801 East Thistle Landing Drive, in Phoenix, Arizona.

Kathleen Mellor and Richard Mellor own 100% of the outstanding
membership interests in the Debtor.  Ms. Mellor, as director,
signed the bankruptcy petition.

The docket and the petition state that Kevin Scott Mann, Esq., at
Cross & Simon, LLC, in Wilmington, Delaware, serves as local
counsel.  The board resolution authorizing the bankruptcy filing
says that the Debtor is authorized to hire the law firm of
Freeborn & Peters LLP as general bankruptcy counsel.

Judge Kevin Gross presides over the case.


PHYSIOTHERAPY HOLDINGS: May Hire Kurtzman Carson as Admin. Agent
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has granted Physiotherapy Holdings, Inc., and its
debtor-affiliates permission to employ Kurtzman Carson Consultants
LLC as administrative agent, nunc pro tunc to Nov. 12, 2013.

As reported by the Troubled Company Reporter on Dec. 2, 2013, the
Debtors require KCC to, among other things, assist with the
preparation of the Debtors' schedules of assets and liabilities
and statement of financial affairs, and tabulate votes and perform
subscription services as may be requested or required in
connection with any and all plans filed by the Debtors and provide
ballot reports and related balloting and tabulation services to
the Debtors and their professionals.

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-12965) on Nov. 12, 2013.  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at Kirkland & Ellis LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.

Roberta A. Deangelis, the United States Trustee for Region 3
notified the U.S. Bankruptcy Court for the District of Delaware
that a committee of unsecured creditors has not been appointed
in the Chapter 11 cases of Physiotherapy Holdings, Inc.


PHYSIOTHERAPY HOLDINGS: Kirkland & Ellis Okayed as Attorneys
------------------------------------------------------------
Physiotherapy Holdings, Inc., and its debtor-affiliates obtained
authorization from the Hon. Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware to employ Kirkland & Ellis LLP
as attorneys, nunc pro tunc to Nov. 12, 2013.

As reported by the Troubled Company Reporter on Dec. 17, 2013, the
Debtors require Kirkland & Ellis to, among other things, advise
the Debtors with respect to their powers and duties as debtors in
possession in the continued management and operation of their
businesses and properties.

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-12965) on Nov. 12, 2013.  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at Kirkland & Ellis LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.

Roberta A. Deangelis, the United States Trustee for Region 3
notified the U.S. Bankruptcy Court for the District of Delaware
that a committee of unsecured creditors has not been appointed
in the Chapter 11 cases of Physiotherapy Holdings, Inc.


PHYSIOTHERAPY HOLDINGS: Rothschild Okayed as Investment Banker
--------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has granted Physiotherapy Holdings, Inc., and its
debtor-affiliates authorization to employ Rothschild Inc as
investment banker and financial advisor, nunc pro tunc to Nov. 12,
2013.

As reported by the Troubled Company Reporter on Dec. 2, 2013, the
Debtors require Rothschild Inc to, among other things, identify
and initiate potential transactions and review and analyze the
Debtors' assets and the operating and financial strategies of the
Debtors.

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-12965) on Nov. 12, 2013.  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at Kirkland & Ellis LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.

Roberta A. Deangelis, the United States Trustee for Region 3
notified the U.S. Bankruptcy Court for the District of Delaware
that a committee of unsecured creditors has not been appointed
in the Chapter 11 cases of Physiotherapy Holdings, Inc.


PHYSIOTHERAPY HOLDINGS: Hires Klehr Harrison as Co-Counsel
----------------------------------------------------------
Physiotherapy Holdings, Inc. and its debtor-affiliates seek
permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court
for the District of Delaware to employ Klehr Harrison Harvey
Branzburg LLP as co-counsel, nunc pro tunc to the Nov. 12, 2013,
petition date.

The Debtors require Klehr Harrison to:

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

   (b) take all necessary action to protect and preserve the
       Debtors' estates, 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;

   (c) prepare all necessary motions, applications, answers,
       orders, reports and papers in connection with the
       administration of the Debtors' estates; and

   (d) perform all other necessary legal services in connection
       with these Chapter 11 cases.

Klehr Harrison will be paid at these hourly rates:

       Morton R. Branzburg, partner         $650
       Domenic E. Pacitti, partner          $550
       Michael Yurkewicz, counsel           $400
       Melissa Hughes, paralegal            $180
       Partners                          $400-$660
       Of Counsel                        $325-$400
       Associates                        $250-$385
       Paraprofessionals                 $150-$185

Klehr Harrison will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Consistent with the Engagement Letter, the Debtors advanced
classic retainers to Klehr Harrison as follows: $75,000 on Aug. 6,
2013 and $121,449 on Nov. 8, 2013 in connection with the planning
and preparation of the Debtors' Chapter 11 filings and its
proposed representation of the Debtors.  The remainder of the
retainer paid to Klehr Harrison and not expended for prepetition
services and disbursements, $79,128, will be treated as a classic
retainer and will be applied against final invoices.

Domenic E. Pacitti, Esq., partner of Klehr Harrison, 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. 22, 2014, at 11:00 a.m.  Objections, if any,
are due Jan. 7, 2014, at 4:00 p.m.

Klehr Harrison can be reached at:

       Domenic E. Pacitti, Esq.
       KLEHR HARRISON HARVEY BRANZBURG LLP
       919 N. Market Street, Suite 1000
       Wilmington, DE 19801
       Tel: (302) 552-5511
       Fax: (302) 426-9193
       E-mail: dpacitti@klehr.com

                   About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-12965) on Nov. 12, 2013.  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at Kirkland & Ellis LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro,
Esq., at Dechert LLP, in New York.

Roberta A. DeAngelis, the United States Trustee for Region 3
notified the U.S. Bankruptcy Court for the District of Delaware
that a committee of unsecured creditors has not been appointed
in the Chapter 11 cases of Physiotherapy Holdings, Inc.


PUTNAM AT TINTON: Section 341(a) Meeting Scheduled for Feb. 20
--------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Putnam at Tinton
Falls, LLC, will be held on Feb. 20, 2014, at 10:00 a.m. at Room
129, Clarkson S. Fisher Courthouse.   Creditors have until May 21,
2014, to submit their proofs of claim.

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

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

Putnam at Tinton Falls, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-37536) on Dec. 20, 2013.
Richard Annunziata signed the petition as managing member.  The
Debtor estimated assets of at least $10 million and debts of at
least $1 million.  Bruce J. Duke, Esq., serves as the Debtor's
counsel.


QUEENS BALLPARK: S&P Affirms 'BB' Rating on $547.6MM PILOT Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its underlying
'BB' rating on the New York City Industrial Development Agency's
(NYCIDA) series 2006 $547.6 million payments-in-lieu-of-taxes
(PILOT) bonds, $58.4 million installment purchase bonds,
$7.1 million lease revenue bonds, and $82.28 million PILOT bonds,
2009 series issued for Queens Ballpark Co. LLC.

"We revised the outlook to stable from negative based on our
belief that future ballpark cash flow, which still may face some
slight declines, is moving toward stabilization, affected by the
improving economy and execution of management's plan to stabilize
the baseball team," said Standard & Poor's credit analyst Jodi
Hecht.

The project is a 42,000-seat, open-air baseball stadium called
Citi Field.  It is home to Major League Baseball's (MLB) New York
Mets.  The project used bond proceeds to fund construction of the
new ballpark in Queens, N.Y.  The ballpark is owned by The NYCIDA
owns the ballpark and leases it under a long-term lease to Queens
Ballpark.  The initial lease term is equal to the debt maturity.
Queens Ballpark is a wholly owned subsidiary of Sterling Mets
L.P., which owns the Mets.  Queens Ballpark has a sub-lease with
the Mets that requires the Mets to play all home games in the
stadium.

NYCIDA is servicing the PILOT, installment purchase, and lease
revenue bonds from PILOTs, installment purchases, and rental
payments, respectively, received from Queens Ballpark.  Stadium
revenues from luxury suite premiums, club seats and specific box
seats, concessions, merchandise, signage and advertising, naming
rights, and specific parking revenues support the PILOT,
installment purchase, and rent payments.

The stable outlook reflects S&P's expectation that changes in
attendance are slowing.  S&P continues to believe that team
performance will drive attendance and stadium cash flows, which
will be a factor if the team continues to perform poorly.  S&P may
lower the rating if cash flows continue to decline due to a
combination of poor team performance, slow economic recovery,
overcapacity in the New York region, and coverage of all project
obligations is less than 1.6x for more than one year.  An upgrade,
which S&P do not expect at this time, may occur when stadium cash
flows improve and stabilize with coverage of all obligations in
excess of 2.1x.


REGENCY ENERGY: S&P Affirms 'BB' CCR & Maintains Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Regency Energy Partners L.P. and
maintained the stable outlook.  S&P maintained Regency's senior
unsecured recovery rating at '4'.

S&P believes the roughly $1.3 billion acquisition of Eagle Rock
Energy Partners L.P.'s (EROC) midstream assets is neutral to
Regency's credit profile.  S&P expects Regency's debt leverage
measures will remain adequate for the rating with debt/EBITDA of
about 4.5x in 2014 pro forma for the EROC acquisition and pending
purchase of PVR Partners L.P. EROC's assets are focused in the
Texas and Oklahoma Panhandle area and when coupled with PVR's
Panhandle assets will enable Regency to have a strong presence in
this area.  S&P expects Regency's EBITDA base to materially
increase to about $1.3 billion in 2014, thus improving its
operating scale and geographic diversity. However, EROC's fee-
based asset portfolio (about 40% of its gross margin is under
fixed-fee contracts) will slightly reduce Regency's fee-based
percentage of cash flows to about 70%.  In S&P's view, Regency
also faces some integration risk as the transactions close near
one another.

EROC's midstream footprint is modest, compared with most peers.
Its assets are in the Texas Panhandle, East Texas, South Texas,
and the Gulf of Mexico regions, the most significant ones being
the Panhandle and East Texas.  EROC's acquisition of BP PLC's
Texas Panhandle midstream assets added notable fee-based cash flow
to its contract mix through a 20-year gathering and processing
agreement with BP.

"The EROC transaction will boost Regency's growth trajectory in
the Texas and Oklahoma Panhandle area, but a notable amount of
commodity prices risk via percent-of-proceed processing contracts
exists in this area, too," said Standard & Poor's credit analyst
William Ferara.

The stable outlook on S&P's rating on Regency reflects its
expectation the company's pro forma debt to EBITDA will be about
4.5x in 2014 and it will successfully integrate the EROC and PVR
acquisitions.  S&P also expects the partnership to manage and
finance its capital spending program while keeping an adequate
liquidity position.  S&P is unlikely to raise the ratings unless
the partnership maintains total adjusted debt to EBITDA at 3.5x to
4x, and increases the cash flow it receives from fee-based organic
projects.  S&P could lower the ratings if debt to EBITDA were to
surpass 5x on a sustained basis or if Regency were to incur a
notably higher degree of business risk.


RESIDENTIAL CAPITAL: Makes First Payment to Unsecured Creditors
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC is making a first
distribution on Dec. 27 to unsecured creditors under the Chapter
11 plan that became effective Dec. 17.

According to the report, the first distribution includes cash and
units of beneficial interest in the trust created under the plan,
approved when the U.S. bankruptcy judge in New York signed a
confirmation order on Dec. 11.

Some cash and units are being held back on account of claims still
in dispute, ResCap said in a statement.

                About the ResCap Liquidating Trust

The ResCap Liquidating Trust was established under the Second
Amended Joint Chapter 11 Plan of Residential Capital, LLC et al.
for the purpose of liquidating and distributing the assets of the
debtors in the ResCap bankruptcy case.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RG STEEL: Seeks to Provide Sec. 363(m) Protections to Siemens
-------------------------------------------------------------
RG Steel Sparrows Point LLC seeks a court order entitling Siemens
Industry Inc. to the benefits and protections provided by Section
363(m) of the Bankruptcy Code as part of the sale of its assets to
the company.

The steel maker earlier announced its plan to sell some of its
assets, which include equipment and related spare parts stored in
Siemens' Sparrows Point facility, for $400,000.  Siemens asserts a
lien against those assets securing certain amounts owing from RG
Steel for services it provided to the steel maker.

Under the terms of the sale, Siemens will pay for the assets with
a credit bid and will also reimburse the steel maker for expenses
incurred in connection with the sale.

The deadline for filing objections to RG Steel's request is
Jan. 2, 2014, at 4:00 p.m. (prevailing Eastern Time).

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Sues 3 Companies to Seek Payment of $239,250
------------------------------------------------------
RG Steel Wheeling, LLC sued Stewart-Amos Steel Inc. and
Continental Steel Fabrication LLC over alleged nonpayment of steel
products they purchased from the company.

The lawsuits, which were filed separately on Dec. 20 in U.S.
Bankruptcy Court for the District of Delaware, seek payment
of $176,496.

Separately, RG Steel Sparrows Point, LLC filed a similar case
against Tube City IMS LLC.  The case filed on Dec. 23 seeks
payment of $62,754.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RIH ACQUISITIONS: Sales to Caesars and Tropicana Approved
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the assets of Atlantic Club Casino Hotel are being
purchased by two rivals although neither will operate the facility
in Atlantic City, New Jersey, as a gaming venue.

According to the report, the U.S. Bankruptcy Court in Camden, New
Jersey, on Dec. 26 approved the sale of the real estate to Caesars
Entertainment Operating Co. for $15 million.

Tropicana Atlantic City Corp., owner of a competing casino,
recently received court permission to buy slot machines for $8.4
million.  The two competitors won the auction for Atlantic Club's
assets.

Caesars won't operate the property as a casino.  The buyer said it
is "evaluating options for the use of the assets."

Atlantic Club will close on Jan. 13.

                     About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

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


ROBINSON MEMORIAL: Moody's Lowers $3MM Bonds Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service has downgraded Robinson Memorial
Hospital's (RMH) bond rating to B3 from Ba2, affecting $3.0
million of Series 2005 variable rate demand bonds issued by the
County of Portage, Ohio. The rating downgrade is based on high
debt acceleration risk with RMH still in technical default for
violating its rate covenant earlier in the year, very restrictive
covenants and terms of an expected forbearance agreement,
continued declines in unrestricted liquidity, and the risk of
further cash burn from high operating losses and required
collateral postings.

Summary Rating Rationale

The rating downgrade to B3 reflects high liquidity risk related to
debt acceleration risk if KeyBank and JPMorgan Chase Bank
forbearance agreements are not secured and maintained to address
covenant violations. RMH has been in technical default since March
31, 2013 for violating its 1.2 times debt service coverage
covenant under bank agreements. RMH received bank waivers for the
first quarter. Management expect to finalize and execute the
forbearance agreements by the end of this month. However, the
proposed forbearance agreement is a short term agreement and the
continuation of the agreement is expected to be contingent on RMH
successfully indentifying a large health system partner over the
near term and meeting revised covenants, which are tight.

RMH does has sufficient cash cushion at the B3 rating level to
continue to make debt service payments, absent acceleration.
However, there is risk RMH could burn through cash fairly quickly
based on current operating losses and the banks new requirement to
post swap collateral.

The rating will remain under review for further downgrade given
high liquidity risk due to possible debt acceleration if RMH
cannot meet the requirements and covenants of expected forbearance
agreements, the severity of the financial performance, and risk of
further cash decline. We will continue to monitor the following
items to inform our next rating decision: (1) ability to secure
and meet requirements to maintain forbearance agreements; (2)
degree of headroom under all covenants; (3) cash position and
operating cash flow trend; and (4) progress on indentifying a
larger health system and signing of a letter of intent to
effectively assume ownership of RMH and all of its debt
obligations.

Challenges

* RMH has a weak liquidity position ($37.5 million) relative to
   total debt outstanding ($60 million) and debt acceleration risk
   related to the breach of its debt service coverage covenant.
   Unrestricted cash declined further to $37.5 million (101 days
   cash on hand and 63% cash-to-direct debt). RMH also maintains
   little cushion under its 100 days cash on hand covenant (it was
   measured at 111 days at September 30, 2013).

* The operating loss through eleven months of FY 2013 was a large
   $10.2 million (-8.1% operating margin and 3.6% operating cash
   flow margin). The steep year-over-year decline in performance
   has been attributed to several factors including physician and
   volume losses due to increased competition from the large
   Cleveland-based health systems, reduction in productivity and
   one-time expenses related to EMR/CPOE installation and the
   industry shift from inpatient admissions to lower reimbursement
   outpatient observation stays.

* Inpatient and outpatient volumes have dropped substantially
   with admissions down by 15% and total surgeries down by 7.2%
   through eleven months of FY 2013. Total revenues declined 5.3%
   through eleven months of FY 2013, compared to the prior year
   period, following a 3.5% revenue decline in FY 2012.

* RMH's small size is a significant disadvantage in an
   increasingly competitive market. Cleveland Clinic Health System
   (Aa2 stable) and University Hospitals Health System (A2 stable)
   have both built large outpatient facilities 15 miles north of
   RMH and are aggressively acquiring physicians.

* The service area demographics are weak with flat to modest
   population growth, low median income levels, and growth in
   uncompensated care.

Strengths

* Relative to the current B3 rating category, RMH maintains
   adequate days cash on hand at 101 days as of November 30, 2013,
   which provides some cushion and capacity to continue to make
   debt service payments over the near term.

* RMH has no large capital spending and no new money debt
   planned.

* The hospital was granted approval from the Internal Revenue
   Service to convert from a county-owned facility to a private
   501c3 hospital. The conversion will be effective on January 1,
   2014 and allow RMH to seek a larger health system partner. Our
   expectation is that RMH's debt will be retired or assumed as
   part of any potential transaction.

What Could Make The Rating Go UP

An upgrade is unlikely over the near term. A long-term upgrade
would be contingent on a significant and sustained improvement in
financial performance, growth in unrestricted liquidity and
greater cushion under all required financial covenants under bond
and bank agreements, and improvement in market position.

What Could Make The Rating Go DOWN

A downgrade will occur if debt is accelerated or acceleration risk
increases because of failure to secure a forbearance agreement or
failure to meet the requirements to maintain an agreement, RMH
fails to sign a letter of intent with a stronger health system in
the near term, absolute liquidity declines faster than expected or
operating losses increase.


ROSEVILLE SENIOR LIVING: Hires Friedman LLP as Accountant
---------------------------------------------------------
Roseville Senior Living Properties LLC asks for authorization from
the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey to employ Friedman LLP as accountant.

The Debtor requires Friedman LLP to:

   (a) assist the Debtor in preparing such analyses as the Debtor
       may request to assist in connection with the Debtor's
       negotiations, meetings, and telephone conference with
       creditors or other parties;

   (b) assist the Debtor in responding to discovery requests by
       parties-in-interest in Chapter 11 proceeding;

   (c) assist the Debtor in preparation of required Schedules of
       Assets and Liabilities and Statement of Financial Affairs;

   (d) assist the Debtor in preparation and review of monthly
       operating reports for filing with the U.S. Trustee;

   (e) assist the Debtor in preparation of cash flow and financial
       projections;

   (f) assist the Debtor and other professional advisors in
       preparing for court appearances, appearances before the
       U.S. Trustee and communications with any Committees
       appointed in the bankruptcy as required;

   (g) perform other services as directed by the Debtor and its
       counsel;

   (h) prepare Federal and state income tax returns; and

   (i) prepare annual reporting forms ie. Forms 1099.

Friedman LLP will be paid at these hourly rates:

       Senior Partner                       $550
       Partners                          $420-$525
       Director                             $350
       Managers                             $315
       Senior Accountant                    $200
       Semi-Senior Accountant               $150
       Staff Accountant                     $130
       Paraprofessional                     $95

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

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

Friedman LLP can be reached at:

       Barry Eckenthal
       FRIEDMAN LLP
       100 Eagle Rock Avenue, Suite 200
       East Hanover, NJ 07936
       Tel: (973) 929-3520
       Fax: (973) 929-3521
       E-mail: beckenthal@friedmanllp.com

                      About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  It estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.


ROSEVILLE SENIOR LIVING: Wants Plan Filing Deadline Moved to May
----------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey set a hearing for Jan. 14, 2014, at
10:00 a.m. to consider Roseville Senior Living Properties, LLC's
motion to extend the exclusive periods within which the Debtor may
file a plan of reorganization and solicit acceptances thereto to
May 25, 2014, and July 24, 2014, respectively.

The Debtor has not been able to formulate its reorganization plan
and needs additional time to examine all of its potential exit
strategies.  Walter J. Greenhalgh, Esq., at Duane Morris LLP, the
attorney for the Debtor, says, "Since the Petition Date, the
Debtor and its professionals have devoted substantial time and
effort regarding the performance of the Debtor's duties as a
debtor-in-possession.  Moreover, the Debtor has been engaged in a
significant dispute with CapitalSource Finance, LLC, which
required the Debtor to devote substantial amounts of time to the
preparation of legal briefs and supporting documents, multiple
court appearances, as well as negotiation and settlement attempts
regarding the dispute."  CapitalSource filed an emergency motion
(I) to prohibit the Debtor's use of cash collateral and (II) for
an accounting and segregation of cash collateral.

The Debtor also commenced and has begun the prosecution of two
separate adversary proceedings regarding the validity, nature and
extent of certain alleged liens asserted with respect to the
Debtor's assets.  The Debtor has also been attending to the
formulation and implementation of a confirmable plan of
reorganization.

                       About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  It estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.


SAINT FRANCIS' HOSPITAL: Names 5 Members to Creditors' Committee
----------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 cases of Saint Francis' Hospital Poughkeepsie, New
York, et al.

The Committee members are:

    1. Cardinal Health, Inc.
       7000 Cardinal Place
       Dublin, OH 43014
       Attn: Tom Gerhart, Credit Portfolio Manager,
             Chairperson to Creditors' Committee
       Tel: (614) 553-3124
       Fax: (614) 757-1318
       E-mail: tom.gerhart@cardinalhealth.com

    2. Restorix Health, Inc.
       (fka The Center for Wound Healing)
       155 White Plains Road, Suite 222
       Tarrytown, NY 10591
       Attn: Patrick Seiler, CFO
       Tel: (914) 372-3156
       E-mail: Patrick.seiler@restorixhealth.com

    3. Owens & Minor Distribution, Inc.
       7437 Industrial Boulevard
       Allentown, PA 18106
       Attn: Joseph J. Chupela, Area Credit Manager
       Tel: (610) 706-3105
       Fax: (610) 366-7385
       E-mail: Joseph.Chupela@owens-minor.com

    4. 1199SEIU UHWE
       155 Washington Avenue
       Albany, NY 12210
       Attn: Ana Vasquez
       Tel: (516) 396-2301
       Fax: (516) 436-1140
       E-mail: ana.vasquez@1199.org

    5. HTA Poughkeepsie, LLC
       463 King Street, Suite B
       Charleston, SC 29403
       Attn: Amanda Houghton, EVP Asset Managment
       Tel: (480) 988-3478
       Fax: (480) 991-0755
       E-mail: AmandaHoughton@htareit.com

St. Francis' Hospital, Poughkeepsie, New York, and its four
affiliates sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.
The case is assigned to Judge Cecelia G. Morris.  The Debtors'
counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP,
in New York.


SAINT FRANCIS' HOSPITAL: Has Interim OK to Obtain $5MM DIP Loan
---------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York gave St. Francis' Hospital,
Poughkeepsie, New York, et al., interim authority to obtain
postpetition secured, superpriority financing consisting of: (i) a
revolving loan with a principal amount of up to $9,000,000 from
MidCap Financial, LLC; and (ii) a term loan in the original
principal amount of $11,000,000 from MidCap Funding V, LLC.

Until the earlier of (a) the Termination Date, (b) the termination
of obligations under the DIP Documents by the DIP Agent upon the
occurrence and during the continuation of an Event of Default, (c)
the occurrence of a Cash Collateral Termination Event, and (d) the
date on which the use of Cash Collateral is otherwise terminated,
the Debtors are authorized, in the interim, to obtain up to the
sum of $5,500,000.

The DIP Agent is represented by Katie G. Stenberg, Esq. --
katie.stenberg@wallerlaw.com -- at Waller Lansden Dortch & Davis,
LLP, in Nashville, Tennessee.

St. Francis' Hospital, Poughkeepsie, New York, and its four
affiliates sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.
The case is assigned to Judge Cecelia G. Morris.  The Debtors'
counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP,
in New York.


SAINT FRANCIS' HOSPITAL: Can Use Cash Collateral in the Interim
---------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York gave St. Francis' Hospital,
Poughkeepsie, New York, et al., interim authority to use cash
collateral provided that the use of cash collateral is limited
solely for payment of: (i) principal, interest, fees, and expenses
due to the DIP Agent; and (ii) those amounts and categories set
forth in a budget.

St. Francis' Hospital, Poughkeepsie, New York, and its four
affiliates sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.
The case is assigned to Judge Cecelia G. Morris.  The Debtors'
counsel is Christopher M. Desiderio, Esq., at Nixon Peabody LLP,
in New York.


SARKIS INVESTMENTS: Has Court OK to Hire Hahn Fife as Accountants
-----------------------------------------------------------------
Sarkis Investments Company, LLC, obtained permission from the Hon.
Robert N. Kwan of the U.S. Bankruptcy Court for the Central
District of California to employ Hahn Fife & Company, LLC as
accountants, effective Nov. 21, 2013.

As reported by the Troubled Company Reporter on Dec. 2, 2013, the
Debtor needs Hahn Fife to review financial documents, prepare and
file necessary state and federal estate tax returns, perform the
accounting necessary to prepare those tax returns, and perform any
and all other reasonable duties required by the Debtor.

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Pamela
Muir signed the petition as manager.  The Debtor estimated assets
and debts of at least $10 million.  Ashley M. McDow, Esq., at
Baker & Hostetler, LLP, serves as the Debtor's counsel.


SERVICE CORP: Moody's Says Stewart Enterprises Deal is Credit Neg.
------------------------------------------------------------------
Moody's Investors Service says that Service Corporation,
International, Inc. ("SCI", Ba3 stable) will acquire only 75% of
Stewart Enterprises, Inc. ("Stewart") assets, pro forma for asset
sales required by regulators to complete the acquisition, a
negative credit development because the larger than anticipated
reduction of profits and cash flow is not paired with a
proportionate reduction in debt.

SCI is North America's largest provider of funeral, cemetery and
cremation products and services. After the company acquires
Stewart and completes r
equired asset sales, it will operate a network of 1,595 funeral
service locations and 477 cemeteries, which includes 262 funeral
service/cemetery combination locations. We anticipate free cash
flow in 2014 of about $200 million on revenue of about $3 billion.


SEVEN GENERATIONS: Moody's Cuts Unsecured Notes Rating to 'Caa1'
----------------------------------------------------------------
Moody's Investors Service downgraded Seven Generations Energy
Ltd.'s (7G) senior unsecured notes to Caa1 from B3. The Corporate
Family Rating (CFR) of B3, the Probability of Default Rating (PDR)
of B3-PD and Speculative Grade Liquidity rating of SGL-3 were
affirmed. The rating outlook remains stable. The notes were
downgraded because the prior-ranking borrowing base revolver was
increased in size from CAD60 million to CAD150 million.

Downgrades:

Issuer: Seven Generations Energy Ltd

Senior Unsecured Regular Bond/Debenture May 15, 2020, Downgraded
to Caa1 from B3

Senior Unsecured Regular Bond/Debenture May 15, 2020, Downgraded
to a range of LGD4, 62% from a range of LGD4, 55%

Outlook Actions:

Issuer: Seven Generations Energy Ltd

Outlook, Remains Stable

Affirmations:

Issuer: Seven Generations Energy Ltd

Probability of Default Rating, Affirmed B3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed B3

Ratings Rationale

The B3 CFR reflects 7G's small scale in terms of proved developed
reserves and production, with assets concentrated in a single
field. The rating also considers the company's limited development
and operating history, prospective nature of its production
growth, and high decline rates that require a large capex program
to offset. The rating favorably recognizes the company's
significant total proved reserves base, advanced development plans
and Moody's expectation that its liquids production, specifically
condensate, will allow cash flows to grow to levels supportive of
the rating through 2014.

7G's SGL-3 rating reflects its adequate liquidity through 2014.
Pro forma for the December 2013 equity issuance, 7G had CAD460
million of cash at September 30, 2013, and a fully available
CAD150 million borrowing base revolving credit facility (April
2016 maturity). From September 30, 2013 to December 31, 2014,
Moody's expects negative free cash flow of about CAD500 million,
which will be funded from cash and revolver draws. There are no
debt maturities until 2020. Alternate liquidity is limited given
that substantially all of the company's assets are pledged under
the borrowing base revolver.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity as it grows its liquids
production over the next 12 to 18 months.

The rating could be upgraded if production approaches 20,000
boe/d, while maintaining retained cash flow to debt of at least
30%.

The rating could be downgraded if production appears unlikely to
grow to at least 10,000 boe/d by mid-2014, or liquidity weakens.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Seven Generations Energy Ltd. is a privately-owned, Calgary,
Alberta-based exploration and production company with
approximately 12 million and 100 million barrels of equivalent oil
(boe) of net proved developed and total proved reserves,
respectively and average daily production in Q3 2013 of roughly
7,000 boe per day.


SIMPLY WHEELZ: Epiq Bankruptcy Solutions Approved as Claims Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized Simply Wheelz LLC to employ EPIQ Bankruptcy Solutions,
LLC as noticing and claims agent.

As reported in the Troubled Company Reporter on Nov. 29, 2013,
Epiq Bankruptcy is expected to:

   (a) prepare and serve required notices in these chapter 11
       cases, including:

       -- a notice of the commencement of this chapter 11 case and
          the initial meeting of creditors under section 341(a) of
          the Bankruptcy Code;

       -- a notice of the claims bar date;

       -- notices of objections to claims;

       -- notices of hearings on a disclosure statement and
          confirmation of a plan of reorganization; and

       -- such other miscellaneous notices as the Debtor or the
          Court may deem necessary or appropriate for an orderly
          administration of these chapter 11 cases;

   (b) assist with the publication of required notices, as
       necessary;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in these cases;

   (d) maintain official claims registers in these cases by
       docketing all proofs of claim and proofs of interest in a
       claims database that includes the following information for
       each claim or interest asserted:

       -- the name and address of the claimant or interest holder
          and any agent thereof, if the proof of claim or proof of
          interest was filed by an agent;

       -- the date the proof of claim or proof of interest was
          received by Epiq and the Court;

       -- the claim number assigned to the proof of claim or proof
          of interest; and

       -- the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers as requested by the Clerk's Office;

   (g) maintain an up-to-date mailing list for all entities that
       have filed proofs of claim or proofs of interest and make
       such list available to the Clerk's Office or any party in
       interest upon request;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in these
       cases without charge during regular business hours;

   (i) create and maintain a public access website setting forth
       pertinent case information and allowing access to certain
       documents filed in the Debtor's chapter 11 case;

   (j) record all transfers of claims pursuant to Bankruptcy Rule
       3001(e) and provide notice of such transfers to the extent
       required by Bankruptcy Rule 3001(e);

   (k) comply with applicable federal, state, municipal and local
       statutes, ordinances, rules, regulations, orders and other
       requirements;

   (1) provide temporary employees, who are not past or present
       employees of the Debtor, to process claims, as necessary;

   (m) promptly comply with such further conditions and
       requirements as the Clerk's Office or the Court may at any
       time prescribe;

   (n) provide balloting and solicitation services, including
       producing personalized ballots and tabulating creditor
       ballots on a daily basis;

   (o) gathering data in conjunction with the preparation, and
       assist with the preparation, of the Debtor's schedules of
       assets and liabilities and statement of financial affairs;

   (p) generating, providing, and assisting with claims
       objections, exhibits, claims reconciliation, and related
       matters;

   (q) providing a confidential data room;

   (r) provide such other claims processing, noticing, balloting
       and administrative services as may be requested from time
       to time by the Debtor; and

   (s) at the close of these cases, box and transport all original
       documents in proper format, as provided by the Clerk's
       Office, to the Federal Archives.

The Debtor has provided Epiq with a $10,000 evergreen retainer to
remain outstanding at all times.

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

Todd W. Wuertz, director of Consulting Services of Epiq, assured
the Court the firm is a "disinterested person" as the term is
defined in Section 101(14) of the  Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                    About 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
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SIMPLY WHEELZ: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Simply Wheelz LLC filed with the Bankruptcy Court its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,300,000
  B. Personal Property          $410,202,259
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              Undetermined
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $9,398
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $322,221,297
                                 -----------      -----------
        TOTAL                   $413,502,259     $322,230,695

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

                    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.


SHERRITT INTERNATIONAL: DBRS Puts 'BB' Issuer Rating on Review
--------------------------------------------------------------
DBRS Inc. has placed the ratings of Sherritt International
Corporation Under Review with Negative Implications following the
Company's announcement that it intends to divest its Coal business
unit in a two-part transaction for total consideration of $946
million comprising approximately $793 million of anticipated cash
proceeds and the assumption of capital leases valued at $153
million (subject to closing adjustments).  Sherritt indicates the
divestiture of its Coal unit is expected to enhance the liquidity
of the Company and to give it flexibility to pursue opportunities
to develop and grow its core businesses, as well as providing
funds for debt repayment.  The divestiture transaction is expected
to close in the first quarter of 2014 and remains subject to
customary closing conditions and consents, including applicable
Competition Bureau, Investment Canada Act and court approvals.
DBRS believes that the announced transaction, if completed as
contemplated, will materially erode Sherritt's business profile
and significantly change the Company's financial profile and
liquidity.  As a result, following an assessment of the business
profile, prospects, go-forward strategy and financial profile of
the remaining entity, a potential multi-notch downgrade of
Sherritt's ratings may result.

DBRS confirmed both Sherritt's Issuer Rating and Senior Unsecured
Debt rating at BB (high) and changed the trends to Negative from
Stable on June 21, 2013.

The two-part Coal unit disposition transaction consists of a sale
of Sherritt's entire royalty portfolio and its interest in coal
development assets for cash consideration of $481 million (subject
to closing adjustments) to Altius Minerals Corporation and a sale
of the Coal unit's operating coal assets to Westmoreland Coal
Company for $312 million in cash and the assumption of capital
leases presently valued by the parties at $153 million (subject to
closing adjustments).  The transaction is to be carried out under
a plan of arrangement, pursuant to the Business Corporations Act
(Alberta).

The disposition of the Coal unit will materially increase the
business risk of Sherritt by removing long-lived, low-risk
operations, thereby emphasizing the earnings volatility and
significant political risk of its remaining businesses.  In
addition, most of its remaining operations, other than Oil and
Gas, will be owned jointly with others sharing operating
decisions, thereby reducing relative operational control.  Oil and
Gas, the key earnings and cash flow generator for the Company, has
a short reserve life and Cuban operations are subject to contract
expiry in the next few years, although Sherritt indicates it
continues to pursue the extension of existing Cuban leases and the
addition of four new blocks.  These and other changes may warrant
a multi-notch downgrade of Sherritt's ratings.  In addition, the
eventual use of proceeds may not lead to any significant
improvement in Sherritt's financial metrics, which are currently
weak for its ratings, providing additional reasons for downgrade.

Sherritt currently consists of its Metals, Coal, Oil and Gas and
Power business units, with its Coal unit providing about 31% of
the Company's reported average annual adjusted EBITDA before
corporate and other costs ($190 million) over the five years
through to 2012.  The Coal unit is further subdivided into Prairie
mine, Prairie royalty and Mountain mine operations, providing 44%,
31% and 25%, respectively, of average annual adjusted EBITDA of
the Coal unit.  The Prairie mine and Prairie royalty sub units can
be characterized as stable, long-term earnings generators
operating in a low-volatility market environment and in a low-risk
political jurisdiction.

Sherritt's Oil and Gas and Metals businesses are competitive
operations but are subject to volatile commodity prices (nickel,
cobalt, oil and natural gas) and currently are largely dependent
on Cuban operations for nickel, cobalt and oil output.  The
Company's Metals unit is in the process of ramping up its 40%-
owned nickel-cobalt mine in Madagascar (Ambatovy), which has the
potential of being a long-lived, low-cost asset but as yet has
achieved neither planned production rates nor met unit cost
expectations.  Power operations, 8% of reported average annual
adjusted EBITDA before corporate and other costs, are also largely
Cuba-dependent, but act much like a regulated utility with low
cost and earnings risks.

Sherritt's go-forward business profile can be expected to be
considerably weaker without the Coal unit if the disposition is
completed as planned. Sherritt will be subject to higher commodity
price volatility, higher political risks (Cuba and Madagascar),
lower diversification and an overall reduction in its size and
scope.  In the near term, the successful ramp-up of Ambatovy to
design targets will be an operational risk and potentially a
significant user of Sherritt's cash resources, including the need
of the partners to cover ramp-up costs as well as senior project
loan repayment installments, which have already begun.  Sherritt
is also paying for its share of the project's $2.1 billion (100%
basis) senior financing, for which repayment installments have
already begun.  If Ambatovy is successfully completed, the Metals
unit will be characterized by long-lived and low-cost operations.
Oil and Gas, although currently an important and solid cash
generator, has a short-reserve life and its leases in Cuba are
currently set to expire in 2017-2018.

At September 30, 2013, Sherritt's total debt was $2.2 billion,
comprising $1.2 billion of Sherritt Senior Unsecured Debt, $900
million in loans from it partners in and directly related to the
Ambatovy project and approximately $150 million in its Coal unit,
which is to be assumed by the purchaser.  These amounts exclude
Sherritt's 40% share of the equity-accounted Ambatovy project.
Gross debt leverage was 37%, with cash on hand of $371 million.

The use of the net proceeds from a Coal unit disposition will be
important in determining the post-disposition financial profile of
Sherritt.  The Company has indicated that it is contemplating a
range of options for the use of proceeds of the Coal disposition
transaction, including retaining funds to enhance liquidity,
investing in new businesses and debt reduction, although the
specifics have not been provided.  Sherritt's Oil and Gas and
Metals units have been largely self-funding over the last number
of years, except for the substantial investment in the Ambatovy
project.  Low nickel and cobalt prices remain a key threat to
Sherritt's Cuba-related nickel operations, in terms of maintaining
their cash self-sustaining status, as well as to the time required
to bring Ambatovy to a cash self-sustaining operation.  In
addition, near-term recovery of cash invested in Ambatovy will be
slow, with priority given to repayment of senior project lending
and partner lending for surplus cash generated by the mine.  It is
also notable that Ambatovy has yet to meet requirements to convert
its senior project loan into a non-recourse project loan.
Sherritt's next major note maturity is $275 million in October
2015.  Accordingly, Sherritt, post-Coal unit disposition, will
have approximately $2.1 billion in debt (about $900 million
related to Ambatovy and excluding the senior Ambatovy project
loan) and $371 million in cash and investments plus the net
proceeds of the sale, bringing net non-Ambatovy debt close to
zero.  That said, it is uncertain how much of the proceeds and
other cash available will be required for further Ambatovy
funding, other investment projects and any shareholder payments.

DBRS expects to resolve the Under Review with Negative
Implications status of Sherritt's ratings once the details and
certainty of the disposition transaction, business strategy,
spending intentions and financial profile of Sherritt without its
Coal unit become clearer.


SPARKS REGIONAL: Moody's Affirms B2 Rating on Term Certs Due 2022
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of two certificates
of Sparks Regional Medical Center Lease Certificates of
Participation Series 2002 as follows:

  Term certificates due June 15, 2017, Affirmed B1 ; previously on
  Mar 31, 2010 Upgraded to B1

  Term certificates due June 15, 2022, Affirmed B2 ; previously on
  Mar 31, 2010 Upgraded to B2

Ratings Rationale

The rating of the certificates due June 15, 2017 is affirmed at B1
based on the current rating of Health Management Associates, Inc.
(HMA; LT Corporate Family rating B1; stable outlook), which
acquired substantially all of the assets of Sparks Regional
Medical Center (Sparks), the original lessee of the facilities
supporting the transaction. The second certificate is rated lower
than HMA's rating because HMA's primary lease term expires prior
to the final payment date of the second certificate and the
balloon payment is guaranteed by a non-rated entity. The rating of
this class is affirmed at B2.

In addition, Moody's has removed the (sf) indicator from these
ratings. The (sf) indicator does not apply to Credit Tenant Leases
transactions with a single beneficial interest in the trust, such
as this one. The (sf) indicator was previously applied to these
ratings due to an internal administrative error.

Factors That Would Lead to an Upgrade or Downgrade of the Rating

The ratings of Credit Tenant Lease (CTL) deals are primarily based
on the senior unsecured debt rating (or the corporate family
rating) of the tenants leasing the real estate collateral
supporting the bonds. Other factors that are also considered are
Moody's dark value of the collateral (value based on the property
being vacant or dark), which is used to determine a recovery rate
upon a loan's default and the rating of the residual insurance
provider, if applicable. Factors that may cause an upgrade of the
ratings include an upgrade in the rating of the corporate tenant
or significant loan paydowns or amortization which result in a
higher dark loan to value. Factors that may cause a downgrade of
the ratings include a downgrade in the rating of the corporate
tenant or the residual insurance provider.

Methodology Underlying the Rating Action

The principal methodology used in this rating was "Commercial Real
Estate Finance: Moody's Approach to Rating Credit Tenant Lease
Financings" published in November 2011.

Description of Models Used

There was no model used in the review of this transaction.

Deal Performance

As of the December 2013, the transaction's aggregate Certificate
balance is $22.3 million compared to $37.2 million at
securitization. The transaction currently consists of two
Certificates which are due June 15, 2017, and June 15, 2022. The
Certificates evidence proportionate undivided interests in 19
medical facilities which were originally leased to Sparks. On
December 1, 2009, HMA acquired substantially all of Sparks assets,
including the assignment of Sparks' interest under the lease
supporting this transaction. The lease expires on June 30, 2017,
subject to a five-year extension option.

The scheduled lease payments are sufficient to completely pay off
the Certificate due June 2017. Because there still will be an
outstanding balance for the Certificates due June 2022 at the end
of the tenant's initial lease term, the transaction was structured
with a residual value insurance policy issued by R.V.I. America
Insurance Company (RVI). The policy is for $10,750,000, which is
the principal amount of the Certificates due June 2022. On
February 4, 2009, Moody's downgraded RVI's financial strength
rating to Baa3 from A3 and subsequently withdrew the rating. The
rating on the Certificates due June 2022 is below HMA's rating due
to the size of the loan balance at maturity relative to the value
of the collateral assuming the existing tenant is no longer in
occupancy (the "dark" value).


SPENDSMART PAYMENTS: Amends Purchase Pact with SMS Masterminds
--------------------------------------------------------------
The SpendSmart Payments Company filed an amendment to its current
report originally filed with the U.S. Securities and Exchange
Commission on Oct. 16, 2013.  The purpose of the Amendment was to
file an Amended and Restated Asset Purchase Agreement.

On Dec. 18, 2013, the Company, through its wholly owned subsidiary
The SpendSmart Payments Company, entered into an Amended and
Restated Asset Purchase Agreement with Intellectual Capital
Management, Inc., d/b/a SMS Masterminds, whereby, upon the
completion of certain closing conditions, the Company will
purchase substantially all of the assets of SMS.  On Dec. 18,
2013, the Company, the Subsidiary and Alex Minicucci, the chief
executive officer of SMS, entered into a Goodwill Purchase
Agreement whereby upon the completion of certain closing
conditions, the Company will purchase substantially all of the
goodwill owned by Mr. Minicucci relating to SMS.

In addition to standard and customary closing deliverables, as
further set forth in the Asset Purchase Agreement, as a condition
to the closing of the Agreement: (i) the Company will enter into
an employment agreement with Alex Minicucci, currently the
president and chief executive officer of SMS; (ii) the Company
will enter into an employment agreement with Luke Wallace,
currently the vice president of Operations of SMS; (iii) the
Company will complete an equity financing; and (iv) the Company
shall have completed its due diligence of the assets and business
of SMS, to its sole satisfaction.

Pursuant to the Goodwill Purchase Agreement, the Company will
purchase the goodwill for that consideration.  The Goodwill
Purchase Agreement contains standard and customary closing
deliverables and conditions.

A copy of the Amended Purchase Agreement is available at:

                       http://is.gd/K40fuh

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Company's balance sheet at June 30, 2013, showed $1.37 million
in total assets, $1.91 million in total liabilities, all current,
and a $540,393 total stockholders' deficiency.

For the year ended Sept. 30, 2012, the Company's audited
consolidated financial statements included an opinion containing
an explanatory paragraph as to the uncertainty of our Company's
ability to continue as a going concern.  Additionally, the Company
has incurred net losses through June 30, 2013, and has yet to
establish profitable operations.


ST. PETER'S UNIVERSITY: Moody's Rates $165MM Debt 'Ba1'
-------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating assigned to
Saint Peter's University Hospital's (SPUH or Saint Peter's)
outstanding debt of $165.8 million issued through the New Jersey
Health Care Facilities Financing Authority. The outlook is stable.
The affirmation reflects the Saint Peter's growth in unrestricted
cash and investments, and our expectation that financial
performance will show improvement in FY 2014.

Summary Ratings Rationale

The Ba1 rating reflects Saint Peter's continued weak financial
performance through the first nine months of fiscal year (FY) 2013
ending September 30, 2013. Continued declines in inpatient volumes
have contributed to weak financial performance. Management began
implementing a performance improvement plan in July 2013, and SPUH
leadership has indicated that FY 2014 financial performance will
show material improvement. Absolute and relative cash measures
have increased as of September 30, 2013 from fiscal year end 2012
and steps are being taken to improve Saint Peter's fiscal health,
supporting the stable outlook. However, if SPUH is unable to
demonstrate material improvement in financial performance in FY
2014, as has been budgeted by management, a rating downgrade could
occur.

Strengths

* Unrestricted cash and investments grew to $93.4 million or 85
   days cash on hand as of September 30, 2013, up from $90.1
   million (83 days cash on hand) held at fiscal year end (FYE)
   2012. Cash is conservatively invested and highly liquid.

* SPUH is one of the leading providers in the state for women's
   and children's programs, although this also presents service
   line concentration risk.

* The organization froze its defined benefit pension plan
   effective December 31, 2012, and recently received "Church
   Plan" status from the IRS. While the unfunded liability on a
   PBO basis reached $97.1 million at FYE 2012, the liability is
   expected to decrease at FYE 2013 due to rising discount rates
   and a premium refund from the PBGC.

* SPUH has a conservative debt structure, with all fixed rate
   debt and no interest rate derivatives. Management expects to
   exceed all covenant requirements when they are measured at FYE
   2013.

Challenges

* System financial performance through nine months of FY 2013
   remained very weak, with a -3.7% operating margin and a 3.5%
   operating cash flow margin, similar to the -4.3% operating
   margin and 2.6% operating cash flow margin generated the prior
   year period. (Moody's removes investment income and self-
   insurance captive dividends from other operating revenues.)

* Weak financial performance results in stressed debt coverage
   measures, as evidenced by 15.1 times debt-to-cash flow and 1.56
   times Moody's-adjusted MADS coverage.

* The organization experienced ongoing volume declines through
   September 30, 2013 compared to the same prior year period, as
   inpatient admissions declined by 3.3%, and inpatient admissions
   and observations stays on a combined basis fell by 1.6%.

* Saint Peter's is located in a very competitive two-hospital
   market which enables physicians to move between the two
   facilities with some ease, contributing to the decline in
   volumes. The hospitals are located approximately 7 blocks apart
   in downtown New Brunswick.

Outlook

The stable outlook reflects the maintenance and increase in
unrestricted cash and investments as of September 30, 2013, and
the current actions to improve financial performance with a FY
2014 budget that anticipates profitable operations.

What Could Make The Rating Go UP

A rating upgrade, while unlikely given current financial
performance, would require material improvement in performance
that is sustainable and growth in unrestricted cash and
investments.

What Could Make The Rating Go DOWN

A rating downgrade could occur if SPUH is unable to demonstrate
improved financial performance in FY 2014, or if the organization
experiences a decline in liquidity, loss in market share or
sizeable volume declines.


SUNEDISON INC: Moody's Withdraws 'B3' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service withdrew all ratings on SunEdison, Inc.:

Outlook Actions:

Issuer: SunEdison, Inc.

Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: SunEdison, Inc.

Probability of Default Rating, Withdrawn , previously rated B3-PD

Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-3

Corporate Family Rating, Withdrawn , previously rated B3

Senior Unsecured Regular Bond/Debenture Apr 1, 2019, Withdrawn ,
previously rated Caa1

Senior Unsecured Regular Bond/Debenture Apr 1, 2019, Withdrawn ,
previously rated a range of LGD4, 68 %

Ratings Rationale

Moody's withdrew the credit ratings because the company's rated
debt has been fully repaid and is no longer outstanding.


TLC HEALTH: Has Interim Authority to Obtain DIP Loans
-----------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York gave TLC Health Network to incur postpetition
indebtedness on a secured and superpriority basis from Brooks
Memorial Hospital.

The postpetition financing comes in the form of:

   (a) The Construction Line Agreements, consisting of a Demand
       Grid Note in the amount of $1,626,000 issued by the Debtor
       to Brooks, a Builing Loan Agreement, and a $1,626,000
       Mortgage on the Gowanda and Forestville real property owned
       by the Debtor.  The Construction Line component of the
       Facility will be used to fund the construction costs of the
       Debtor's urgent care clinic in Gowanda.

   (b) The Operating Line Agreements, consisting of a Demand Grid
       Note in the amount of $1,000,000 issued by the Debtor to
       Brooks, a General Security Agreement, and a $1,000,000
       Mortgage on substantially all of the Debtor's real property
       excluding the Gowanda and Forestville parcels.

The availability of the Facility will immediately and
automatically terminate upon the earliest to occur of the
following: (i) Feb. 1, 2014; (ii) sale of all or substantially all
of the Collateral; or (iii) a postpetition default under the terms
of the Loan Documents.

A hearing to approve the motion on a final basis will be heard
before the Court on Jan. 13, 2014, at 11:45 a.m.

Before the Court granted interim authority to the Debtor, William
K. Harrington, the U.S. Trustee for Region 2, objected to the
request, complaining that the liens provided to the existing
creditor appear to possibly include not only the liens given to
Brooks for postpetition lending but for also cash collateral use.
The U.S. Trustee asserted that prepetition indebtedness is not
protected from challenge and suggested that Brooks' and the
Secured Creditors' rights to protection under Section 507(b) of
the Bankruptcy Code will be subject to notice and a hearing.

A full-text copy of the Interim DIP Order with accompanying budget
is available at http://bankrupt.com/misc/TLCdipord1224.pdf

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.


TLC HEALTH: Obtains Interim Authority to Use Cash Collateral
------------------------------------------------------------
Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York gave TLC Health Network interim authority to
use cash collateral in which Brooks Memorial Hospital, Community
Bank, N.A., UPMC, and the Dormitory Authority of the State of New
York have an interest.

The cas collateral will be used in the operation of the Debtor's
health care facilities, treatment of patients, the marketing and
sale of the Debtor's assets, funding the administrative expenses
during the bankruptcy proceeding, and preservation and
maximization of the value of the Debtor's estate.

A hearing to approve the motion on a final basis will be heard
before the Court on Jan. 13, 2014, at 11:45 a.m.

A full-text copy of the Interim DIP Order with accompanying budget
is available at http://bankrupt.com/misc/TLCdipord1224.pdf

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.


TLC HEALTH: Employs Menter Rudin as Bankruptcy Attorneys
--------------------------------------------------------
TLC Health Network seeks authority from the U.S. Bankruptcy Court
for the Western District of New York to employ Menter, Rudin &
Trivelpiece, P.C., as attorneys to, among other things, give the
Debtor legal advice with respect to its powers and duties as
debtor-in-possession in the continued operation of its businesses
and management of its property.

The Debtor desires to employ Menter Rudin under a general retainer
paid by TLC Health Network in the sum of $43,000 because of the
extensive legal services required.  The retainer is in addition to
reimbursement for filing fees in the amount of $1,213.

The rates in effect for attorneys are $180 to $335 per hour, the
rate for full-time law clerks is $120 per hour, and the rate for
paralegals is $120 per hour.

Menter Rudin 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.

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.


TLC HEALTH: U.S. Trustee Objects to Continued Use of Bank Accounts
------------------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 2, objects, on
a limited basis, TLC Health Network's motion to allow its
continued use of its prepetition bank accounts.

The U.S. Trustee states that it does not object to the Debtor
continuing to use its existing bank accounts, provided that the
Debtor causes all those bank accounts to be designated debtor-in-
possession accounts.  With respect to certain accounts, the U.S.
Trustee asks that a bond or collateral be posted to ensure that
these accounts are protected to their full level.

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.


TRANSFIRST HOLDINGS: Moody's Hikes Corp. Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service upgraded TransFirst Holdings, Inc.'s
Corporate Family Rating (CFR) to B2 from B3, its probability of
default rating to B2-PD from B3-PD, and the ratings for
TransFirst's first lien and second lien credit facilities by one
notch to Ba3 and Caa1, respectively. The outlook for ratings is
stable.

Ratings Rationale

"The ratings upgrade is based on our view that TransFirst's net
revenues should increase in the mid to high single digit
percentages over the next 12 to 24 months and it should generate
free cash flow of about 8% of total debt over this period," noted
Raj Joshi, Analyst at Moody's Investors Services. Moody's expects
TransFirst's total debt to EBITDA ratio to decline to near 5x
(Moody's adjusted) by the end of 2014 from 5.9x at 3Q 2013, from
EBITDA growth and debt prepayment from excess cash flow required
under its credit agreement.

The B2 CFR reflects TransFirst's high leverage, limited operating
scale and highly competitive market for merchant acquiring and
payment processing services to small and medium size businesses.
The rating also incorporates Moody's expectations that
TransFirst's financial policies will remain aggressive under its
financial sponsors. Although the company has capacity to reduce
leverage quickly, Moody's believes that periodic debt-funded
dividends to sponsors could cause leverage to remain in the 5x to
6x range over the intermediate term.

The rating is supported by TransFirst's highly recurring revenues
derived from a diverse customer base, good liquidity and free cash
flow over the next 12 to 18 months. TransFirst's growing
profitability and lower leverage afford the company the
flexibility to pursue small acquisitions while maintaining
financial metrics consistent with the B2 CFR.

The stable outlook is based on Moody's expectation that
TransFirst's revenue and EBITDA will increase, it will maintain
leverage below 6x, and it should produce free cash flow (cash flow
from operations less capital expenditures) in excess of $50
million in 2014.

Although not expected over the next 12 to 18 months, TransFirst's
ratings could be upgraded over time if the company generates good
earnings growth and if Moody's believes that the company could
maintain total debt-to-EBITDA below 4.5x and free cash flow in the
low teens percentages of total debt.

Conversely, the ratings could be downgraded if revenue or EBITDA
decline, if Moody's believes that total leverage is unlikely to
remain below 6.5x (Moody's adjusted), or free cash flow weakens to
the low single digit percentages. Additionally, a meaningful
deterioration in liquidity could also trigger a downgrade.

Moody's has upgraded the following ratings:

Issuer: TransFirst Holdings, Inc.

Corporate Family Rating -- B2, from B3

Probability of Default Rating -- B2-PD, from B3-PD

$50 million Senior Secured Revolving Credit Facility, due 2017 --
Ba3, LGD2 -- 29%, from B1, LGD3 -- 31%

$400 million Senior Secured 1st Lien Term Loan, due 2017 -- Ba3,
LGD2 -- 29%, from B1, LGD3 -- 31%

$200 million Senior Secured 2nd Lien Term Loan, due 2018 -- Caa1,
LGD5 -- 82%, from Caa2, LGD5 -- 84%

Outlook: Stable

New York-based TransFirst Holdings, Inc. is a merchant acquirer
and provides payment processing services to small and medium size
businesses in the U.S. TransFirst reported net revenues of
approximately $232 million in the twelve months ended September
30, 2013 and is owned by funds affiliated to private equity firm
Welsh, Carson, Anderson & Stowe.


TRIGEANT LTD: Has OK to Borrow $268K From Harry Sargeant
--------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has authorized, on an interim basis,
Trigeant, Ltd., to borrow up to an additional $267,874 from Harry
Sargeant Jr., to be used in accordance with the budget,
representing unsecured financing.

A copy of the budget is available for free at:

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

Mr. Sargeant is one of the beneficial owners of the Debtor, and,
accordingly, he may be considered an insider.

Latin America Investments Ltd. and Sargeant Trading, Ltd., agree
to guarantee repayment of all indebtedness to the Lender under
this agreement.  The Guarantors agree that their guaranty will be
secured by all of the Guarantors' assets.

The funds are being lent at 7% interest per annum.  Funds advanced
by the Lender, including interest, will be treated as an
administrative expense.  In the event of a conversion to a Chapter
7 case, the Lender's administrative expense claim will be allowed
as a Chapter 11 administrative expense claim.

There will be no lien securing the indebtedness to the Lender.  No
payments will be due until the earlier of: confirmation of a plan
of reorganization, dismissal of the case, the appointment of a
Chapter 11 Trustee, even of default, or conversion to Chapter 7.
Events of default include, among other things: (i) the appointment
of a Chapter 11 Trustee; (ii) a ruling by a court of competent
jurisdiction that the Debtor isn't the owner of the refinery;
(iii) loss of operational integrity of the refinery; and (iv) loss
of control of the refinery by the Debtor.  The Lender, at its sole
discretion, may refuse to advance any funds if the operational
integrity, or the refinery operations as they existed prepetition,
is not currently in existence at the time of the loan and
continuously maintained.  Determination of operational integrity
will be at the Lender's sole discretion.

A hearing is set for Jan. 17, 2014, at 1:30 p.m. on the Debtor's
motion for court approval to obtain financing from the Lender.

                       About Trigeant Ltd.

Trigeant, Ltd., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 13-38580) in West Palm Beach, Florida, on
Nov. 27, 2013.  The Boca Raton, Florida-based owner of a refinery
estimated $10 million to $50 million in assets, and $50 million to
$100 million in liabilities.  Paul Steven Singerman, Esq., at
Berger Singerman, in Miami, serves as counsel to the Debtor.
Judge Hon. Erik P. Kimball presides over the case.


TRT PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: TRT Properties, Inc.
        1210 N. Main Street
        Chatham, IL 62629

Case No.: 13-72398

Chapter 11 Petition Date: December 30, 2013

Court: United States Bankruptcy Court
       Central District of Illinois (Springfield)

Judge: Hon. Mary P. Gorman

Debtor's Counsel: Sumner Bourne, Esq.
                  RAFOOL, BOURNE & SHELBY, P.C.
                  411 Hamilton Blvd #1600
                  Peoria, IL 61602
                  Tel: (309) 673-5535
                  Email: sbnotice@mtco.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas W. Hollinshead, Jr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilcb13-72398.pdf


UNITED BANK: Moody's Confirms 'C' Bank Financial Strength Rating
----------------------------------------------------------------
Moody's Investors Service confirmed the long-term debt ratings of
United Bank, Inc. and United Bank (collectively referred to
hereafter as 'United'), the bank subsidiaries of West Virginia-
based United Bankshares, Inc. United has a standalone bank
financial strength rating (BFSR)/baseline credit assessment (BCA)
of C/a3, and a long-term deposit rating of A3. United's Prime-2
short-term deposit rating was affirmed. United's rating outlook is
stable. The holding company is not rated.

The action concludes the review for downgrade that was initiated
on February 1, 2013 following the announcement that United entered
into a definitive agreement to acquire Virginia Commerce Bancorp,
Inc. (Virginia Commerce), an unrated bank, in an all-stock
transaction. The transaction is expected to close on 31 January
2014.

RATINGS RATIONALE

The rating confirmation reflects Moody's view that United's strong
credit performance will continue following the Virginia Commerce
acquisition. This acquisition will increase United's already-high
exposure to commercial real estate (CRE) in the competitive
Washington DC market. Moody's expects that United's CRE
concentration will increase to about 400% of tangible common
equity following the acquisition from about 330% at 30 September
2013.

Despite the increase in CRE exposure, Moody's believes that
United's asset quality performance will remain firm because of the
maintenance of conservative underwriting, characterized by low
loan-to-value ratios and high debt service coverage hurdles. These
attributes resulted in United's consistently-good credit
performance during the financial crisis. Net charge-offs in
United's CRE portfolio have averaged only 0.30% (annualized) since
the beginning of 2008, well below both the industry average and
the median for similarly-rated US banks. United's other loan
portfolios have also performed well, as demonstrated by net
charge-off ratios that are better than similarly-rated peer
medians. Moody's added, however, that United's loan portfolio
benefited from being in comparatively-favorable markets of West
Virginia and Metro DC.

Moody's also viewed the integration risks associated with this
comparatively-sizable acquisition to be manageable. At $2.8
billion in reported assets, Virginia Commerce represented 32% of
United's total assets at 30 September 2013 and is United's largest
acquisition to date. Moody's said that United's successful track
record of acquiring and integrating banks and United's familiarity
with the Washington DC and Northern Virginia markets help to
mitigate the integration risk.

Moody's added that United's capital position will remain solid
following the acquisition and that the company's regulatory
capital ratios should remain well-capitalized even if sizable
losses are taken as a result of an adverse economic scenario.

Moody's noted that additional acquisitions that would
significantly increase United's CRE concentration and/or heavily
skew the company's assets towards the metro DC market would be
viewed negatively.


UPPER VALLEY: Section 341(a) Meeting Scheduled for Feb. 6
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Upper Valley
Commercial Corporation will be held on Feb. 6, 2014, at 1:00 p.m.
at 1000 Elm Street, Rm 702, Manchester, NH 03101.

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

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

Upper Valley Commercial Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D.N.H. Case No. 13-13110) on Dec. 31, 2013.  The
petition was signed by David Patten as president.  The Debtor
disclosed total assets of $12.40 million and total debts of $11.58
million.  The Tamposi Law Group, P.C., serves as the Debtor's
counsel.  McLane, Graf, Raulerson & Middletone, PA, is the
Debtor's securities and banking counsel.


VALASSIS COMMUNICATIONS: S&P Puts 'BB-' CCR on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings, including
the 'BB-' corporate credit rating, on Valassis Communications Inc.
on CreditWatch with negative implications following the
announcement of the merger with Harland Clarke Holdings Corp.
(HCHC).

The CreditWatch listing reflects S&P's view of the combined
business and financial risks of Valassis and HCHC.  Harland Clarke
announced that it intends to fund this acquisition, in part, with
new debt financing.  Despite the potential for significant cost
synergies, Valassis has encountered obstacles in growing its
business, which have resulted in protracted EBITDA declines.  For
the third quarter ended Sept. 30, 2013, revenue decreased 6.6%
largely as a result of an expected decline in Neighborhood
Targeted mail from a change in certain client contracts to a fee-
based media placement model, and also because of the
discontinuance of some direct mail products.  During the same
period, lease-adjusted leverage was approximately 2x on a last-12-
months basis.

In response to operating softness, Valassis has implemented a
number of cost saving and marketing initiatives aimed at improving
growth and profitability, but the longer-term impact of these
actions remains uncertain.  When combined with HCHC's traditional
check printing business, S&P believes this transaction could
result in an overall weaker business profile.  Additionally, the
combined entity will likely have more leverage than on a stand-
alone basis, as the purchase price of $1.84 billion will require
HCHC to issue incremental debt.  S&P estimates pro forma leverage
will be in the mid-5x area, only slightly higher than Harland
Clarke's, but substantially higher than existing leverage at
Valassis on a stand-alone basis.

S&P expects to resolve its CreditWatch listing when the
acquisition is finalized.  S&P will evaluate the business risk
profile of the combined companies, the potential synergies and the
ability of the company to achieve them, and the capital structure
and financial risk following HCHC's issuance of incremental debt.
As part of the acquisition, S&P expects Valassis to fully repay
its existing debt, at which time S&P will likely withdraw its
corporate credit and issue-level ratings on the company and its
debt.


VITESSE SEMICONDUCTOR: Board Adopts 2014 Executive Bonus Plan
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of Vitesse
Semicondcutor Corporation adopted the Fiscal Year 2014 Executive
Bonus Plan to provide members of the executive staff of the
Corporation with the opportunity to earn incentive bonuses based
on:

    (1) the Company's attainment of specific financial performance
        objectives for the fiscal year; and

    (2) the executive's achievement of designated personal goals.

Awards under the Plan may be made only to "Eligible Persons,"
which is defined to be any "officer," as that term is defined in
Rule 16a-1(f) under the Securities Exchange Act of 1934 (except
the President/Chief Executive Officer), and any vice-president who
is a member of the Company's executive staff.  Any bonus for
employees who become "Eligible Persons" after the beginning of
fiscal year 2014 will be prorated.

A participant's bonus under the Plan will be based on the Company
achieving a certain level of Adjusted EBITDA during the fiscal
year and upon the participant achieving certain individual
personal goals established by the chief executive officer of the
Company.  A participant's bonus will be an amount equal to (a)
times (b) times (c), where (a) equals the participant's Base
Salary, (b) equals a specified percentage of the participant?s
salary that would be payable if the participant achieved 100
percent of his or her personal goals and the Company achieved an
amount of Adjusted EBITDA specified in the Plan and (c) equals the
percentage of personal goals achieved by the participant.  Whether
a participant has attained a personal goal in whole or in part
shall be determined by the Chief Executive Officer of the Company
in his or her sole discretion.

Bonus payments, if earned, will be paid by the end of the first
quarter of Fiscal Year 2015, or as soon as practicable after
determination and certification of the actual financial
performance levels for the year and grant of approval by the
Compensation Committee of the Board of Directors of the Company in
a duly held meeting, but, in no event, later than March 15, 2015.
A participant's right to receive a bonus will become vested if the
participant is continuously employed by the Company without
performance deficiencies until Sept. 30, 2014.

"Adjusted EBITDA" is defined under the Plan as net income before
interest, expenses for taxes, depreciation, amortization, deferred
stock compensation and non-recurring professional fees.  The
Administrator may, from time-to-time, make other exceptions to the
definition as it deems appropriate with respect to unusual or non-
recurring events such as balance sheet adjustments, mergers,
acquisitions, and divestitures.

The chief executive officer has the authority to propose
additional bonus amounts above those provided for in the plan for
the consideration of, and approval by, the Compensation Committee
and will be responsible to ensure that estimated bonuses,
including any proposed amounts above the amounts indicated in the
Plan, not yet approved by the Compensation Committee, are
accounted for in accordance with generally accepted accounting
principles.

                           About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.

In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7 percent of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures.  With respect
to the remaining 3.3 percent of the 2024 Debentures, Vitesse
settled its obligations in cash.  Additionally, Vitesse repaid $5
million of its $30 million Senior Term Loan, the terms of which
were amended as part of the debt restructuring transactions.

Vitess incurred a net loss of $22.07 million for the year ended
Sept. 30, 2013, as compared with a net loss of $1.11 million for
the year ended Sept. 30, 2012.  As of Sept. 30, 2013, the Company
had $98.96 million in total assets, $83.05 million in total
liabilities and $15.90 million in total stockholders' equity.

                            *    *    *
This concludes the Troubled Company Reporter's coverage of Vitesse
Semiconductor until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


WESTMORELAND COAL: S&P Puts 'B-' CCR on CreditWatch Developing
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B-' corporate credit rating, on Englewood, Colo.-
based Westmoreland Coal Co., on CreditWatch with developing
implications.  CreditWatch with developing implications means S&P
could affirm, raise, or lower the ratings following its review.

"The CreditWatch placement follows the announcement that
Westmoreland Coal had entered into an agreement to acquire the
Canadian coal operations of Sherritt International Corp. for about
$435 million," said Standard & Poor's credit analyst Megan
Johnston Rand.

The transaction is expected to close in the first quarter of 2014.
S&P placed the ratings on CreditWatch with developing implications
to reflect the potential that we might raise, lower, or affirm its
ratings on Westmoreland.  S&P will resolve the CreditWatch
placement based on its view of the company's leverage and
liquidity after the transaction is permanently funded, as well as
S&P's view of the company's business risk profile after this large
transaction closes.

Westmoreland Coal currently operates six coal mines in Montana,
Texas, North Dakota, and Wyoming, with 80% of its coal reserves
concentrated in the Powder River Basin (PRB).  The addition of the
Sherritt assets will more than double Westmoreland's reserves,
diversify its operating platform, and could double the company's
sales (based on the company's estimates).

S&P expects to resolve the CreditWatch placement after the
proposed acquisition closes, which S&P understands should occur in
the first quarter of 2014, and after meeting with management to
discuss the company's plan to permanently finance the transaction
and the impact on the company's liquidity position.  S&P will also
seek additional information on management's plans to integrate the
newly acquired mines and any synergies they expect to achieve.

A likely outcome is an affirmation of the current ratings, which
would occur if pro forma liquidity remains adequate and if pro
forma leverage remains above 5x EBITDA.  S&P would lower its
ratings if liquidity becomes constrained because the company does
not obtain long-term financing for the acquisition or because the
EBITDA cushion under the company's financial covenants drops below
15%.  S&P could raise its ratings if the acquisition is accretive
and permanently funded with a significant component of equity such
that it expected leverage to drop and remain below 5x EBITDA.


YRC WORLDWIDE: Solus Alternative Held 8.4% Stake at Dec. 23
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Solus Alternative Asset Management LP and its
affiliates disclosed that as of Dec. 23, 2013, they beneficially
owned 990,323 shares of common stock of YRC Worldwide Inc.
representing 8.43 percent of the shares outstanding.  Solus
Alternative previously reported beneficial ownership of
1,831,057 common shares or 14.56 percent equity stake as of
Dec. 12, 2013.

The Reporting Persons acquired 189,608 shares of Common Stock
through open market purchases for an aggregate consideration of
approximately $1,875,431.  The Reporting Persons also acquired
$12,819,310 principal amount of the Issuer's 10 percent Series B
Convertible Senior Secured Notes for an aggregate consideration of
approximately $16,672,531.  The Series B Notes are convertible
into an aggregate of 800,715 shares of Common Stock.  As a result,
the Reporting Persons may be deemed to beneficially own a total of
990,323 shares of Common Stock.

A copy of the regulatory filing is available for free at:

                        http://is.gd/k0TDWU

                        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.

"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. 22
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Marc Lasry and his affiliates disclosed that
as of Dec. 22, 2013, they beneficially owned 1,738,391 shares of
common stock of YRC Worldwide Inc. representing 13.73 percent of
the shares outstanding.  Mr. Lasry previously reported beneficial
ownership of 2,214,724 common shares or 17.75 percent equity stake
as of Aug. 7, 2013.  A copy of the regulatory filing is available
for free at http://is.gd/j2iUAv

                        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.

"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."


* Moody's Says Private Student Loan Defaults Continue to Improve
----------------------------------------------------------------
Moody's private student loan default rate index will continue to
fall year over year into 2014, but defaults will remain above pre-
recession levels because of high levels of unemployment, says
Moody's Investors Service in its third-quarter performance report
on the sector, "Private (Non-Guaranteed) Student Loan Defaults
Continue to Improve."

The default rate index of non-federally guaranteed student loans
dropped to 3.4% and will continue to fall year over year into
2014; however, the default rate index will remain higher than pre-
recession levels, when it averaged 2.5% from first-quarter 2003
through third-quarter 2007.

"Even though unemployment has improved, it remains high; the
default rate is about 40% above the pre-recession average," said
Moody's AVP-Analyst Stephanie Fustar, author of the report. "The
improvement in unemployment is also offset by higher student loan
debt and lower earnings, which make loan repayment difficult."

The 30-89 day delinquency rate increased 19.4% from second-quarter
2013, driven by Sallie Mae's transition to a new servicing
platform. The increase was significantly higher than the average
quarter-over-quarter increase of 7.2% for the same periods in
2010-12.

The 90-plus delinquency rate for third-quarter 2013 was 2.0%, down
from 2.4% in third-quarter 2012, marking the fourteenth
consecutive quarter of year-over-year improvement. "Ninety-plus
delinquencies will continue to slowly improve into 2014 as
unemployment declines," says Fustar.

The PSL Indices track more than ten years of credit performance
data on 73 private student loan securitizations that Moody's
rates, representing approximately $40 billion in outstanding pool
balance.


* Junk Defaults Will Remain Benign in 2014, Fitch Ratings Says
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that defaults by junk-rated companies in 2014 will be in
the range of 1.5 percent to 2 percent, according to a Dec. 26
report by Fitch Ratings.

According to the report, the junk default rate will end 2013 at
1.5 percent, Fitch said.

Moody's Investors Service is predicting that the junk default rate
a year from now will be 2.7 percent, compared with 2.4 percent
currently. The default rate was 13.7 percent in 2009.

Fitch said that its prediction doesn't include the effect of
default by Energy Future Holdings Corp. A default by the power
producer would raise the default rate by 1.5 percent.

So far this year, 35 issuers defaulted on $18.5 billion in bonds.
In 2012, 32 companies defaulted on $20.5 billion in debt.

Defaults are remaining benign, Fitch said, because "many of the
recognized default candidates of the past several years have
already restructured."

Defaults also won't rise much because there are only $117.6
billion in maturities in 2014 and 2015, Fitch reported.
Maturities won't increase until 2016, "and more so in 2017," Fitch
said.


* Huron Named 2013 Outstanding Turnaround Firm
----------------------------------------------
Huron was once again recognized by Turnarounds
& Workouts as an Outstanding Turnaround Firm for 2013.

Huron has been selected every year since its inception, and
received this recognition for its work providing CRO, Interim
Management and Financial Advisor services for several key clients.

Outstanding Turnaround Firms is an annual Turnarounds & Workouts
list that profiles the contacts and outstanding achievements of
the nation's top turnaround companies.

Huron Consulting Group helps clients in diverse industries improve
performance, comply with complex regulations, reduce costs,
recover from distress, leverage technology, and stimulate growth.
The Company teams with its clients to deliver sustainable and
measurable results.  Huron provides services to a wide variety of
both financially sound and distressed organizations, including
healthcare organizations, Fortune 500 companies, leading academic
institutions, medium-sized businesses, and the law firms that
represent these various organizations.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Paula Oliver
   Bankr. C.D. Cal. Case No. 13-39691
      Chapter 11 Petition filed December 19, 2013

In re Ralph Fzse
   Bankr. E.D. Cal. Case No. 13-17928
      Chapter 11 Petition filed December 19, 2013

In re Eliazar Gonzalez
   Bankr. E.D. Cal. Case No. 13-17930
      Chapter 11 Petition filed December 19, 2013

In re Lester Porter
   Bankr. M.D. Fla. Case No. 13-16552
      Chapter 11 Petition filed December 19, 2013

In re David Ross
   Bankr. S.D. Fla. Case No. 13-40020
      Chapter 11 Petition filed December 19, 2013

In re Carlos Baldoceda
   Bankr. N.D. Ill. Case No. 13-48387
      Chapter 11 Petition filed December 19, 2013

In re Uwagboe Oru-Lawrence
   Bankr. D. Mass. Case No. 13-17250
      Chapter 11 Petition filed December 19, 2013

In re Uwagboe O. Oru-Lawrence
   Bankr. D. Mass. Case No. 13-17250
     Chapter 11 Petition filed December 19, 2013
         See http://bankrupt.com/misc/mab13-17250.pdf
         represented by: Timothy M. Mauser, Esq.
                         LAW OFFICE OF TIMOTHY MAUSER, ESQ.
                         E-mail: tmauser@mauserlaw.com

In re Cooley Ventures Inc.
        dba Waterford Liquor Station
   Bankr. E.D. Mich. Case No. 13-62647
     Chapter 11 Petition filed December 19, 2013
         See http://bankrupt.com/misc/mieb13-62647.pdf
         represented by: Peter Steven Halabu, Esq.
                         E-mail: peter@halabu.net

In re Cooley Lake Road Plaza, LLC
   Bankr. E.D. Mich. Case No. 13-62649
     Chapter 11 Petition filed December 19, 2013
         See http://bankrupt.com/misc/mieb13-62649.pdf
         represented by: Peter Steven Halabu, Esq.
                         E-mail: peter@halabu.net

In re NDR, Inc.
   Bankr. E.D. Mich. Case No. 13-62651
     Chapter 11 Petition filed December 19, 2013
         See http://bankrupt.com/misc/mieb13-62651.pdf
         represented by: Peter Steven Halabu, Esq.
                         E-mail: peter@halabu.net

In re HRM Property, Inc.
        fka Huron River Market, Inc.
   Bankr. E.D. Mich. Case No. 13-62653
     Chapter 11 Petition filed December 19, 2013
         See http://bankrupt.com/misc/mieb13-62653.pdf
         represented by: Peter Steven Halabu, Esq.
                         E-mail: peter@halabu.net

In re G2 Ventures LLC
   Bankr. D. Nev. Case No. 13-20493
     Chapter 11 Petition filed December 19, 2013
         See http://bankrupt.com/misc/nvb13-20493.pdf
         represented by: Seth D. Ballstaedt, Esq.
                         THE BALLSTAEDT LAW FIRM
                         E-mail: seth@ballstaedtlaw.com

In re Brooks & Associates Atty & Counselors at Law, LLP
   Bankr. S.D.N.Y. Case No. 13-24059
     Chapter 11 Petition filed December 19, 2013
         See http://bankrupt.com/misc/nysb13-24059.pdf
         Filed as Pro Se

In re Jyotsna Jivani
   Bankr. M.D. Pa. Case No. 13-06473
      Chapter 11 Petition filed December 19, 2013

In re Ultimate Edge Machining Services, LLC
   Bankr. S.D. Tex. Case No. 13-37770
     Chapter 11 Petition filed December 19, 2013
         See http://bankrupt.com/misc/txsb13-37770.pdf
         represented by: Jameson Joseph Watts, Esq.
                         WYATT & GRACEY, P.C.
                         E-mail: jameson.watts@wyatt-gracey.com

In re Harry Owens
   Bankr. E.D. Wash. Case No. 13-04935
      Chapter 11 Petition filed December 19, 2013

In re Neal Coy
   Bankr. W.D. Wash. Case No. 13-20960
      Chapter 11 Petition filed December 19, 2013

In re Great Dane Enterprises, L.L.C.
   Bankr. W.D. Wash. Case No. 13-20979
     Chapter 11 Petition filed December 19, 2013
         See http://bankrupt.com/misc/wawb13-20979.pdf
         represented by: Nathan T. Riordan, Esq.
                         RIORDAN LAW, PS
                         E-mail: nate@riordan-law.com
In re Zorka Lipovic
   Bankr. D. Ariz. Case No. 13-21684
      Chapter 11 Petition filed December 20, 2013

In re James Tappana
   Bankr. W.D. Ark. Case No. 13-74134
      Chapter 11 Petition filed December 20, 2013

In re Randall Meier
   Bankr. W.D. Ark. Case No. 13-74143
      Chapter 11 Petition filed December 20, 2013

In re Joseph Lindsey
   Bankr. C.D. Cal. Case No. 13-13029
      Chapter 11 Petition filed December 20, 2013

In re Thomas Hopkins
   Bankr. C.D. Cal. Case No. 13-39714
      Chapter 11 Petition filed December 20, 2013

In re Andre Giragossian
   Bankr. C.D. Cal. Case No. 13-39762
      Chapter 11 Petition filed December 20, 2013

In re Arnold Estep
   Bankr. N.D. Cal. Case No. 13-56458
      Chapter 11 Petition filed December 20, 2013

In re REO Movers & Storage, Inc.
   Bankr. N.D. Ill. Case No. 13-48652
     Chapter 11 Petition filed December 20, 2013
         See http://bankrupt.com/misc/ilnb13-48652.pdf
         represented by: Karen J. Porter, Esq.
                         PORTER LAW NETWORK
                         E-mail: porterlawnetwork@gmail.com

In re Neil Damon
   Bankr. S.D. Ind. Case No. 13-13127
      Chapter 11 Petition filed December 20, 2013

In re Ichi-Ban Sushi, Inc.
   Bankr. D. Nev. Case No. 13-20550
     Chapter 11 Petition filed December 20, 2013
         See http://bankrupt.com/misc/nvb13-20550.pdf
         represented by: Caleb M. Zobrist, Esq.
                         TRUITT & ASSOCIATES
                         E-mail: caleb@halfpricelawyers.com

In re Pittsburgh Bartending School, LLC
   Bankr. W.D. Pa. Case No. 13-25269
     Chapter 11 Petition filed December 20, 2013
         See http://bankrupt.com/misc/pawb13-25269.pdf
         represented by: Richard R. Tarantine, Esq.
                         E-mail: rrt@tarantinelaw.com

In re Sonia Del Valle Rivera
   Bankr. D. P.R. Case No. 13-10640
      Chapter 11 Petition filed December 20, 2013

In re Heriberto Vargas Colon
   Bankr. D. P.R. Case No. 13-10656
      Chapter 11 Petition filed December 20, 2013

In re Heriberto Vargas Colon
   Bankr. D. P.R. Case No. 13-10656
     Chapter 11 Petition filed December 20, 2013
         See http://bankrupt.com/misc/prb13-10656.pdf
         represented by: Jesus Enrique Batista Sanchez, Esq.
                         THE BATISTA LAW GROUP, PSC
                         E-mail: rosafblg@gmail.com

In re Doral Wilson
   Bankr. D. Ariz. Case No. 13-21746
      Chapter 11 Petition filed December 23, 2013

In re Daniel Rees
   Bankr. D. Ariz. Case No. 13-21796
      Chapter 11 Petition filed December 23, 2013

In re Zaven Berberian
   Bankr. C.D. Cal. Case No. 13-39924
      Chapter 11 Petition filed December 23, 2013

In re TeleServices, Inc.
   Bankr. S.D. Cal. Case No. 13-12171
     Chapter 11 Petition filed December 23, 2013
         See http://bankrupt.com/misc/casb13-12171.pdf
         represented by: Edward Hays, Esq.
                         MARSHACK HAYS, LLP
                         E-mail: ehays@marshackhays.com

In re Your Keys Realty, LLC
   Bankr. D. Conn. Case No. 13-22564
     Chapter 11 Petition filed December 23, 2013
         See http://bankrupt.com/misc/ctb13-22564.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN, P.C.
                         E-mail: ressmul@yahoo.com

In re Bluford Drew Jemison S.T.E.M. Academy, Inc.
   Bankr. D. Md. Case No. 13-31371
     Chapter 11 Petition filed December 23, 2013
         See http://bankrupt.com/misc/mdb13-31371.pdf
         represented by: Aryeh E. Stein, Esq.
                         MERIDIAN LAW, LLC
                         E-mail: astein@meridianlawfirm.com

In re Daisy Home Care Inc.
   Bankr. D. Minn. Case No. 13-46083
     Chapter 11 Petition filed December 23, 2013
         See http://bankrupt.com/misc/mnb13-46083.pdf
         represented by: Steven B. Nosek, Esq.
                         STEVEN NOSEK, P.A.
                         E-mail: snosek@noseklawfirm.com

In re CB3 Enterprises, L.L.C.
   Bankr. W.D. Mo. Case No. 13-44744
     Chapter 11 Petition filed December 23, 2013
         See http://bankrupt.com/misc/mowb13-44744.pdf
         represented by: Megan D. Dennis, Esq.
                         THE SADER LAW FIRM
                         E-mail: mdennis@saderlawfirm.com

In re Bodre Cut And Color Corporation
   Bankr. S.D.N.Y. Case No. 13-14139
     Chapter 11 Petition filed December 23, 2013
         See http://bankrupt.com/misc/nysb13-14139.pdf
         represented by: Nestor Rosado, Esq.
                         E-mail: neslaw2@msn.com

In re Paul Hershkowitz
   Bankr. M.D. Tenn. Case No. 13-10835
      Chapter 11 Petition filed December 23, 2013

In re Gerald Dipietro
   Bankr. D. Nev. Case No. 13-20574
      Chapter 11 Petition filed December 24, 2013

In re OZ Fitness OR, Inc.
   Bankr. D. Ore. Case No. 13-65001
     Chapter 11 Petition filed December 24, 2013
         See http://bankrupt.com/misc/orb13-65001.pdf
         represented by: Keith Y. Boyd, Esq.
                         THE LAW OFFICES OF KEITH Y. BOYD
                         E-mail: ecf@boydlegal.net

In re Desmond Sugrue
   Bankr. C.D. Cal. Case No. 13-39965
      Chapter 11 Petition filed December 25, 2013
In re Vahid Hamidi
   Bankr. D. Ariz. Case No. 13-21868
      Chapter 11 Petition filed December 26, 2013

In re Susan Vinson
   Bankr. C.D. Cal. Case No. 13-13053
      Chapter 11 Petition filed December 26, 2013

In re Alka Chhatwal
   Bankr. C.D. Cal. Case No. 13-17875
      Chapter 11 Petition filed December 26, 2013

In re Ralph Picard
   Bankr. D. Del. Case No. 13-13309
      Chapter 11 Petition filed December 26, 2013

In re Coyote Creek, LLC
   Bankr. D. Minn. Case No. 13-36053
     Chapter 11 Petition filed December 26, 2013
         See http://bankrupt.com/misc/mnb13-36053.pdf
         represented by: Kenneth Corey-Edstrom, Esq.
                         LARKIN HOFFMAN DALY & LINGREN, LTD.
                         E-mail: kcoreyedstrom@larkinhoffman.com

In re Bullets & Broadheads, LLC
   Bankr. D. Minn. Case No. 13-36054
     Chapter 11 Petition filed December 26, 2013
         See http://bankrupt.com/misc/mnb13-36054.pdf
         represented by: Kenneth Corey-Edstrom, Esq.
                         LARKIN HOFFMAN DALY & LINGREN, LTD.
                         E-mail: kcoreyedstrom@larkinhoffman.com

In re Herdbull Holdings, LLC
   Bankr. D. Minn. Case No. 13-36055
     Chapter 11 Petition filed December 26, 2013
         See http://bankrupt.com/misc/mnb13-36055.pdf
         represented by: Kenneth Corey-Edstrom, Esq.
                         LARKIN HOFFMAN DALY & LINGREN, LTD.
                         E-mail: kcoreyedstrom@larkinhoffman.com

In re Joseph Fernandez
   Bankr. D.N.J. Case No. 13-37815
      Chapter 11 Petition filed December 26, 2013

In re Dennis Woods
   Bankr. M.D. Tenn. Case No. 13-10854
      Chapter 11 Petition filed December 26, 2013

In re Wright Farms Haymakers 1 Inc.
   Bankr. W.D. Tenn. Case No. 13-13368
     Chapter 11 Petition filed December 26, 2013
         See http://bankrupt.com/misc/tnwb13-13368.pdf
         represented by: Thomas Harold Strawn, Jr., Esq.
                         STRAWN & EDWARDS, PLLC
                         E-mail: tstrawn42@bellsouth.net

In re Connie Korth
   Bankr. W.D. Wash. Case No. 13-47812
      Chapter 11 Petition filed December 26, 2013
In re Solomon Temple Full Gospel Baptist Church
   Bankr. N.D. Ala. Case No. 13-83860
     Chapter 11 Petition filed December 27, 2013
         See http://bankrupt.com/misc/alnb13-83860.pdf
         represented by: Tazewell Shepard, Esq.
                         TAZEWELL SHEPARD, P.C.
                         E-mail: taze@ssmattorneys.com

In re Ramin Redjai
   Bankr. C.D. Cal. Case No. 13-20215
      Chapter 11 Petition filed December 27, 2013

In re Michael Parker
   Bankr. C.D. Cal. Case No. 13-30518
      Chapter 11 Petition filed December 27, 2013

In re Karyl Paxton
   Bankr. E.D. La. Case No. 13-13515
      Chapter 11 Petition filed December 27, 2013

In re Richard Burr
   Bankr. E.D. Pa. Case No. 13-21050
      Chapter 11 Petition filed December 27, 2013

In re Dwight Martin
   Bankr. M.D. Pa. Case No. 13-06550
      Chapter 11 Petition filed December 27, 2013

In re AH 3, LLC
   Bankr. E.D. Tenn. Case No. 13-34457
     Chapter 11 Petition filed December 27, 2013
         See http://bankrupt.com/misc/tneb13-34457.pdf
         represented by: THOMAS LYNN TARPY TARPY, COX, FLEISHMAN &
                         LEVEILLE, PLLC
                         E-mail: ltarpy@tcflattorneys.com

In re Martin Belz
   Bankr. W.D. Tenn. Case No. 13-33888
      Chapter 11 Petition filed December 27, 2013

In re Southern Buttacup, LLC
   Bankr. S.D. Tex. Case No. 13-80514
     Chapter 11 Petition filed December 27, 2013
         See http://bankrupt.com/misc/txsb13-80514.pdf
         represented by: Branda Eugene Newsom, Esq.

In re John Gruber
   Bankr. W.D. Wis. Case No. 13-16106
      Chapter 11 Petition filed December 27, 2013
In re Juan Ramirez-Duenas
   Bankr. C.D. Cal. Case No. 13-17906
      Chapter 11 Petition filed December 29, 2013

In re Ricky Boone
   Bankr. N.D. Ill. Case No. 13-49125
      Chapter 11 Petition filed December 29, 2013



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***