TCR_Public/140106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, January 6, 2014, Vol. 18, No. 5

                            Headlines

250 AZ: Plan Outline Okayed; Confirmation Hearing on Feb. 11
30DC INC: Had $407,000 Net Loss in Fiscal 2013
386 MAIN STREET: HVAC to Hold Foreclosure Sale on Jan. 22
ALLENS INC: Bain's Sankaty Opposes Auction Procedures
AMERICAN AIRLINES: Los Angeles Wants Fee Fight in Federal Court

ANDEANGOLD LTD: Has Until March 3 to Cure Payment Default
ANGLO IRISH: Says 2nd Flynn Lawsuit Violates Stay
ARXX CORP: Gets Interim Creditor Protection Under Ch. 15
ASR CONSTRUCTORS: Court OKs Amended Stipulation with Berkley
ATLS ACQUISITION: March 31 Deadline to Decide on Texas, NC Leases

BELO CORP: S&P Withdraws 'BB' CCR Over Gannett Co. Purchase Deal
BENTLEY PREMIER: Pourchot Plan Outline to be Heard on Jan. 21
BIG SANDY: Plan Amended; Jan. 7 Confirmation Hearing Set
CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
CAPITOL BANCORP: Settles with Creditors Committee

CASELLA WASTE: Moody's Alters Outlook to Stable & Affirms B3 CFR
CASH STORE: Mickey Dunn Steps Down From Board of Directors
CENGAGE LEARNING: Exit Financing, Seal Approval Sought
CHEYENNE HOTELS: U.S. Trustee Seeks Case Dismissal of LLC Unit
CLEAR CHANNEL: Bank Debt Trades at 3% Off

COLOR STAR: Has Interim Authority to Use Cash Collateral
COLOR STAR: Proposes to Sell Assets
COLOSSUS MINERALS: In Talks with Note Holders on Potential Default
COLUMBUS EXPLORATION: Ira Kane Named as Receiver
CONSTAR INTERNATIONAL: Final DIP Hearing on Jan. 9

CONSTAR INTERNATIONAL: Proposes to Sell U.K. Assets
CONSTAR INTERNATIONAL: Can Continue to Operate under Chap. 11
DETROIT, MI: Creditors Fight New Swaps Settlement
DETROIT, MI: Ambac Continues Objecting to Swap Settlement
DOLAN CO: Appoints Kevin Nystrom as Chief Restructuring Officer

EASTERN HILLS: PNC Equipment Supports Conversion to Chapter 7
EDISON MISSION: Begins Solicitation of Plan Votes
ENDICOTT INTERCONNECT: Files 1% Liquidating Chapter 11 Plan
ENERGYTEC INC: Court Finds Loophole in Sales Free & Clear of Liens
EWGS INTERMEDIARY: May Use Cash Collateral Thru February Next Year

FAIRMONTH GENERAL: Claims Bar Date Set for Feb. 14
FAIRMONTH GENERAL: Wants Exclusive Plan Filing Extended to April 1
FAIRMONTH GENERAL: Wants Lease Assumption Extended to April 1
FIELD FAMILY: Jan. 8 Hearing on Confirmation of 2nd Amended Plan
FIRST NATIONAL: Stockholders Elect 9 Directors at Annual Meeting

FISKER AUTOMOTIVE: Calls Wanxiang a Spoiler in Automaker's Sale
FLORIDA GAMING: To Test Silvermark Bid at March 25 Auction
FRATERFOOD SERVICE: Case Summary & 20 Largest Unsecured Creditors
FRIENDFINDER NETWORKS: Halts Reporting Requirements With SEC
FRIENDSHIP DAIRIES: Court Okays Deal to Use Frontier's Cash

GLW EQUIPMENT: Has Court OK to Use Cash Collateral Until March 31
GREEN FIELD ENERGY: Court Approves Alvarez & Marshal Hiring
GREEN FIELD ENERGY: Amended Order Issued on Prime Clerk Employment
GREEN FIELD ENERGY: Bonus Program Draws U.S. Trustee Opposition
GREEN FIELD ENERGY: Court Sets Jan. 24 as Claims Bar Date

GROEB FARMS: Peak Rock Nabs Honey Co.'s Successor After Ch. 11
GYMBOREE CORP: Bank Debt Trades at 7% Off
HEALTHCARE CORP: Enters Into Forbearance & Modification Agreement
HERTZ GLOBAL: Icahn Reportedly Acquires Stake
HIGHWAY TECH: First Insurance Drops Objection to Conversion Bid

ICEWEB INC: Delays Form 10-K for 2013 to Complete Audit
IGLESIA PUERTA: Class 3-5 Creditors Object to Disclosure Statement
IMPERIAL PETROLEUM: Receives Notice of Clean Air Act Violations
J.C. PENNEY: Settlement Talks with Macy's Stall
JOE'S FRIENDLY: Case Summary & 20 Largest Unsecured Creditors

LEHMAN BROTHERS: April 15 Fairness Hearing on $99MM E&Y Settlement
LENDER PROCESSING: Moody's Hikes Rating on 5.75% Notes From 'Ba2'
LIGHTSQUARED INC: Proposes $285-Mil. Financing From Melody
LIGHTSQUARED INC: Seeks Approval of JPMorgan Engagement Letter
LIGHTSQUARED INC: Proposes Incentive Bonuses for 4 Executives

LIGHTSQUARED INC: Asks Judge to Reject Dish Sale Plan
LIGHTSQUARED INC: Said It Should Benefit from FCC Approval
LINN ENERGY: S&P Raises Corp. Credit Rating to BB- Over Berry Deal
LOFINO PROPERTIES: Ch.11 Trustee Taps Wood & Lamping as Counsel
LONE PINE: Files Restructuring Plan Supplement with Alberta Court

LONGVIEW POWER: Can Extend Scope of Alvarez Employment
LONGVIEW POWER: Court Okays More Tasks for Ernst & Young
LONGVIEW POWER: Wants More Time for Decide on Leases
LYON WORKSPACE: Has Until Feb. 17 to Propose Chapter 11 Plan
MARGARITA'S MEXICANAS: Case Summary & 3 Top Unsecured Creditors

METRO AFFILIATES: Creditors' Panel Hires Farrell Fritz as Counsel
METRO AFFILIATES: Files Schedules of Assets and Liabilities
MOBILESMITH INC: Inks Settlement Agreement With Atlas
MOBILESMITH INC: Avy Lugassy Held 75.2% Equity Stake at Dec. 18
MT. LAUREL: Files List of 20 Largest Unsecured Creditors

MT. LAUREL: Files Schedules of Assets and Liabilities
NATURAL MOLECULAR: Panel Can Hires Foster Pepper as Attorneys
NEW LIFE INTERNATIONAL: Charity Files for Liquidation
NNN PARKWAY 400 26: Hearing to Confirm Plan Continued to Jan. 13
OCZ TECHNOLOGY: Sec. 341 Meeting Set for on Jan. 8

ORCHARD SUPPLY: Plan Effective Date Has Yet to Be Determined
PATRIOT COAL: Files Notice of Exempt Offering of Securities
PHILADELPHIA MEDIA: Inquirer's Owners Push Newspaper to Auction
POSITRON CORP: Has 15-Mil. Authorized Series H Preferred Shares
QIMONDA AG: No Rehearing in Appeals Court on Patent Ruling

RAVEN POWER: S&P Assigns 'BB-' Rating to $415MM Sr. Secured Debt
REVSTONE INDUSTRIES: Balks at Engagement of Ramaekers Group
REVSTONE INDUSTRIES: Spara Balks at Bid to Halt Asset Sale
REVSTONE INDUSTRIES: Pension Plans Balk at More Exclusivity
RURAL/METRO CORP: Completes Restructuring, Exits Chapter 11

SCOOTER STORE: Exclusive Plan Filing Period Extended to Feb. 9
SENOR FISH: Case Summary & 20 Largest Unsecured Creditors
SH 130 CONCESSION: Struggles to Pick Up Drivers
SIMPLY WHEELZ: Bankruptcy Judge Approves Sale to Catalyst
SPECTRASCIENCE INC: Investor Buys $263,157 Unsecured Debentures

STRATUS MEDIA: Sells $650,000 Convertible Notes
STELLAR BIOTECHNOLOGIES: Annual Meeting Set on February 13
SUMMIT MATERIALS: S&P Revises Outlook to Stable & Affirms 'B+' CCR
SURTRONICS INC: Smith & Wade Wants Quick Decision on Lease
SURTRONICS INC: Faces Plan Objections; Hearing Set for Jan. 27

SWJ MANAGEMENT: Jan. 13 Hearing on Holdings' Case Dismissal Bid
TDF GUAYNABO: Case Summary & 20 Largest Unsecured Creditors
THATCHED COTTAGE: Case Summary & 4 Largest Unsecured Creditors
TOWER GROUP: Fitch Cuts IDR to 'CC', Rating on Watch Negative
TOYS 'R' US: S&P Lowers Rating on $13.09MM Cl. A-1 Certs to 'CCC'

TRIGEANT LIMITED: Okayed to Incur $267,874 of Unsecured Financing
TXU CORP: 2014 Bank Debt Trades at 30% Off
TXU CORP: 2017 Bank Debt Trades at 31% Off
VELTI PLC: Closes Sale of Mobile Marketing Business to GSO Capital
VERMILLION INC: Larry Feinberg Held 19.9% Equity Stake at Dec. 19

VERMILLION INC: Adam Usdan Held 3.8% Equity Stake at Dec. 19
VERTIS HOLDINGS: Trust Fund Agreement Approved
VILLAGE AT KNAPP'S: Banks Object to Cash Collateral Use
VILLAGE AT KNAPP'S: US Trustee & FCB Object to Ch. 11 Plan
WALKER LAND: Has Access to WF Cash Collateral Until Feb. 12

WATERFRONT OFFICE: Hearing on Cash Use Continued Until Jan. 28
WESTERN FUNDING: Plans Liquidation After Sale to Westlake Services
WESTERN FUNDING: Timothy J. Yoo Appointed as Privacy Ombudsman
WINDMILL DURANGO: Hearing Today on Cash Collateral Motion
WHEATLAND MARKETPLACE: Creditors Have Until Feb. 28 to File Claims

* Assignment of Rents Found to Be Inflexible
* Trade Group Appeals Credit Card Fee Deal
* Companies on Guard for New Legal Pitfalls
* U.S. Mortgage Rates Rise to Highest Since September
* SAC's Cohen Focus of Trial as Martoma Rebuffs U.S.

* Stinson Leonard Street Completes Merger
* Two McGlinchey Attorneys Among 2014 Louisiana Super Lawyers

* Hawkamah to Hold MENA Colloquium on Restructuring & Insolvency

* BOND PRICING -- For Week From Dec. 30, 2013 to Jan. 3, 2014


                            *********


250 AZ: Plan Outline Okayed; Confirmation Hearing on Feb. 11
------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona has approved the amended disclosure statement
accompanying 250 AZ, LLC's Chapter 11 plan.

The hearing to consider the confirmation for the Plan will be held
on Feb. 11, 2014, at 11:00 a.m.

The last day for filing with the Court written acceptances or
rejections of the Plan is fixed at five business days prior to the
hearing date set for the confirmation of the Plan.  Ballots will
be mailed to the proponent of the plan in care of:

         Firm of Dennis Breen III PLC
         4720 N. Oracle Road, Suite 100
         Tucson, AZ 85705

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

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

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

                        About 250 AZ, LLC

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

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

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


30DC INC: Had $407,000 Net Loss in Fiscal 2013
----------------------------------------------
30DC, Inc., filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K for fiscal 2013 on Dec. 23, 2013.
The late-filed Form 10-K disclosed a net loss of $407,642 on $1.97
million of total revenue for the year ended June 30, 2013, as
compared with net income of $32,207 on $2.91 million of total
revenue during the prior fiscal year.

As of June 30, 2013, the Company had $2.86 million in total
assets, $2.13 million in total liabilities and $721,206 in total
stockholders' equity.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2013.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of
June 30, 2012.  These conditions 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/bXvVVm

                           About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.


386 MAIN STREET: HVAC to Hold Foreclosure Sale on Jan. 22
---------------------------------------------------------
HVAC Products, Inc., holder of a mortgage debt, will foreclose on
the real and personal property of 386 Main Street, LLC, and sell
the property at Public Auction Sale on January 22, 2014 at 11:00
a.m. at 386 Main Street, Biddeford, Maine.

The property consists of parcel of land, together with the
buildings thereon, and improvements and fixtures thereof, situated
in the City of Biddeford and located at 386 Main Street.

The Property will be sold "AS IS, WHERE IS", WITHOUT ANY
WARRANTIES, EXPRESS OR IMPLIED as to the condition of the Property
or the status of title.

A bidder who wishes to bid on the Property must submit as a
qualification to bid at the auction a deposit of $10,000, in cash,
cashier's check or certified check (U.S. funds) to be increased to
10% of the highest bid within five business days following the
execution of a Purchase and Sale Agreement. The remaining balance
of the purchase price shall be due and payable by wire transfer,
bank check, certified check or cashier's check (U.S. funds) at
closing.  All checks should be made payable to "King Real Estate".

In the event that the highest bidder fails to close pursuant to
the Purchase and Sale Agreement, the Property will be sold to the
next highest bidder willing to purchase the Property or
readvertised for sale at the discretion of HVAC.

The successful bidder must sign a Purchase and Sale Agreement with
HVAC, requiring a closing within 30 days of the date of the public
sale.

HVAC and the Auctioneer reserve the right to modify or add to the
terms of sale.  The terms and conditions of sale, including
additions to or modifications of the terms set forth, will be
announced at the sale.

Further information regarding the auction and/or accounting may be
obtained by contacting:

         Michael Jacobson
         KING REAL ESTATE
         367 U.S. Route One
         Falmouth, ME 04105
         Telephone: (207) 781-2958 x111
         E-mail: Jacobson@kingrealestate.com

HVAC Products, Inc. is represented by:

         David M. Hirshon, Esq.
         HIRSHON LAW GROUP, P.C.
         208 Fore St., Portland ME 04101
         Tel: (207) 619-8550


ALLENS INC: Bain's Sankaty Opposes Auction Procedures
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sankaty Advisors LLC, an affiliate of Bain Capital
Partners LLC, is among second-lien lenders who don't like the way
Allens Inc. intends to auction its business of processing canned
vegetables.

According to the report, Sankaty said in a filing in U.S.
Bankruptcy Court in Fayetteville, Arkansas, that proposed auction
procedures inhibit its ability to buy the business using $65.6
million in secured debt rather than cash.

The second-lien lenders filed papers for a Jan. 6 hearing on
approval of procedures for an auction to determine whether a
$148 million offer from Seneca Foods Corp. is the best bid for the
business.

The junior lenders said the cash portion of the bid is "illusory"
because the Seneca contract has a working-capital adjustment that
will reduce the price to about $100 million.

Sankaty said it's not clear that the sale will generate enough to
pay off the loan financing the bankruptcy or leave anything for
junior secured lenders after produce suppliers entitled to full
compensation get paid.

Sankaty also objected to sale procedures requiring buyers to
provide $12 million in cash to pay some unsecured creditors. The
lender also said it's not proper to use sale proceeds to pay
$6.5 million in breakup fees and expense reimbursement to Seneca
if the money comes out of the second-lien recovery.

The junior lenders said they "remain committed" to exercising
their credit-bidding rights, which allow them to pay with secured
debt rather than cash.

Sankaty urged the bankruptcy court to stretch out the sale
process. Siloam Springs, Arkansas-based Allens has asked for
initial competing bids by Jan. 14, a Jan. 21 auction and a
Jan. 24 hearing to approve a sale.

                           About Allens Inc.

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

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

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

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


AMERICAN AIRLINES: Los Angeles Wants Fee Fight in Federal Court
---------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
Los Angeles wants a long-running battle over hangar fees with
American Airlines to continue outside of bankruptcy court now that
the airline has emerged from Chapter 11 protection and merged with
US Airways Group Inc.

According to the report, papers filed in a Manhattan bankruptcy
court ask relief from the Chapter 11 plan injunction barring
continued legal action against American so Los Angeles can take
its case to federal court in California.

The dispute over how much American should pay for a leased hangar
at Los Angeles International Airport started out in federal court
in California seven years ago, attorneys for the city noted, the
report related.

American has asked a bankruptcy judge to decide the fight and find
that it owes nothing to Los Angeles, the report said.  The city
says it is owed $21.5 million plus interest, a debt Los Angeles
insists must be paid as the new American Airlines Group Inc., the
company created by the merger, continues to use the hangar.

During American's bankruptcy, Los Angeles came to terms with the
airline over a number of issues and agreed to allow it to continue
using the hangar, the report further related.  The settlement left
open the amount American owed for disputed costs, however, and
there is no deal in sight.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.  AMR, previously the world's largest airline prior to
mergers by other airlines, is the last of the so-called U.S.
legacy airlines to seek court protection from creditors.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


ANDEANGOLD LTD: Has Until March 3 to Cure Payment Default
---------------------------------------------------------
AndeanGold Ltd. on Jan. 3 disclosed that the Company has not made
the $150,000 payment which was due on December 31, 2013 to
Gitennes Exploration Inc. pursuant to the amended Share Sale and
Mining Agreement dated May 17, 2012.  The Agreement provides the
Company with the right to acquire Gitennes' 40% interest in the
Urumalqui Ag-Au Project in Peru.  Pursuant to the Agreement, the
Company has 60 days, until March 3, 2014, to cure the default.

AndeanGold has the right to earn a 100% interest in the Project
from Gitennes pursuant to an existing Option Agreement (the "60%
Option") between the parties dated April 21, 2010 and the Share
Sale and Mining Agreement (the "40% interest").  The Company
intends to pursue financing alternatives in order to cure the
default and retain its right to acquire a 100% interest in the
Urumalqui Project.  Failure to do so would immediately terminate
the Agreement, but would not affect the Company's right to earn a
60% interest in the Project pursuant to the 60% Option.

                      About AndeanGold Ltd.

AndeanGold Ltd. is engaged in the acquisition, exploration and
potential development of primarily precious metals properties,
principally in Peru and Ecuador.  The focus of the Company's
exploration activities is presently in advancing its Urumalqui
Project, as well as pursuing mineral property acquisitions, in
Peru.  In Ecuador, the Company's activities have been limited to
administrative and legal matters due to the Mining Mandate issued
by the Ecuador Constituent Assembly on April 18, 2008.  In
November 2009, President Correa signed the Mining Regulations into
law pursuant to the requirements of the new Mines Law, which was
passed in January 2009.  This was the final legal precursor to the
re-initiation of exploration and mining development in Ecuador.
The Company has been issued new mining titles under the new Mines
law to its three key Ecuadorian projects and has filed the
requisite documents with the Ministry of Non-Renewable Natural
Resources and Ministry of Environment ("MRNNR") in support of the
Company's request to renew exploration programs on its key
projects in Ecuador.  In September 2012, the Company received
authorization from the MRNNR to renew exploration programs on its
Curiplaya Project.


ANGLO IRISH: Says 2nd Flynn Lawsuit Violates Stay
-------------------------------------------------
Law360 reported that representatives of Irish Bank Resolution
Corp. Ltd., formerly known as Anglo Irish Bank, said that a second
lawsuit in New York federal court in which borrowers claim they
were overcharged millions of dollars should be blocked because it
violates the automatic stay from the bank's Chapter 15 case in
Delaware.

According to the report, in an adversary complaint filed in
Delaware bankruptcy court, IBRC foreign representatives Eamonn
Richardson and Kieran Wallace argued against the Racketeer
Influenced and Corrupt Organizations Act complaint filed by a
group of borrowers.

                       About Anglo Irish

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

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

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

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


ARXX CORP: Gets Interim Creditor Protection Under Ch. 15
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ARXX Corp., a Canadian maker of insulating concrete
forms used in construction, persuaded a bankruptcy court in
Delaware to halt all manner of creditor actions in the U.S.

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.  The primary
purpose of the company's Dec. 27 filing under Chapter 15 of the
U.S. Bankruptcy Code is to facilitate a sale of the business to
Airlite Plastics Co.

The Delaware court granted creditor protection three days after
the filing and will hold a hearing on Jan. 31 to decide whether
ARXX is entitled to permanent Chapter 15 relief. If the petition
is granted, the U.S. court can assist the Canadian court in the
sale. The Canadian court will administer distributions to
creditors.

Under procedures approved by the Ontario court, competing bids
will be due Jan. 22 for a Jan. 24 auction.

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

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

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.


ASR CONSTRUCTORS: Court OKs Amended Stipulation with Berkley
------------------------------------------------------------
Judge Mark Houle approved an amended stipulation negotiated by ASR
Constructors, Inc., with Berkley Regional Insurance Company for
authority to use cash collateral and for authority on a
postpetition financing.

Certain of the Debtor's projects are bonded by Berkley and thus,
pursuant to its role as surety and its General Agreement of
Indemnity, Berkley claim subrogation and indemnity rights against
the Debtor's assets.  Fund control accounts were established on
each project on which Berkley acted as surety for the Debtor.

On April 20, 2011, Barstow Community College District, as owner,
entered into a Contract-Agreement for $10,121,500 to construct the
Barstow College Wellness Center, at 2700 Barstow Road, Barstow, CA
92311, Architect's Project No. 410-40051 ("BCCD Project") with the
Debtor.  Berkley, on behalf of the Debtor, issued a Performance
Bond and a Payment Bond, Bond No. 0152589 ("Bond") for
$10,121,500, in favor of the District in connection with the BCCD
Project.

The Court-approved amended stipulation of the parties provides
that:

   * The automatic stay is vacated as to Berkley -- and limited to
     actions necessary for Berkley to satisfy its obligations
     under the performance and payment bonds issued on behalf of
     the Debtor.  Berkley is granted leave to commence or continue
     any acts or proceedings necessary and appropriate to
     implement, protect and secure its subrogation or assignment
     rights with respect to its bonded projects.

   * Berkley, as surety, will be authorized to assert all rights
     it has against the Fund Accounts on a project by project
     basis, except where the owner/oblige is the same for multiple
     projects as is the case for two Adelanto projects, including
     collecting the funds held on its bonded projects and issuing
     payments for subcontractors and suppliers performing work on
     each of the bonded projects.

   * The contract retention funds held in escrow at Citibank,
     N.A., pursuant to the Citibank Escrow Agreement, relating to
     the BCCD Project will be returned to the District to be held
     as retention funds and released at the conclusion of the
     project pursuant to the terms of the original contract.

   * Berkley is allowed to continue the BCCD Project to
     completion, including entering into a Takeover Agreement and
     Completion Agreement.

   * Berkley, in its own discretion, is allowed to extend
     additional financing to the Debtor as it is necessary to
     carry out and complete the BCCD Project.

   * If Berkley is required to advance additional sums to the
     Debtor to cover any shortfalls, Berkley will be entitled to
     include those payment and performance bond losses as part of
     its claim in bankruptcy.

   * Berkley agrees to the Debtor's use of Berkley's cash
     collateral, namely any accounts receivable collected on
     Berkley's remaining jobs, to make such payments as are
     necessary to subcontractors, suppliers, or laborers to
     complete the work on the Berkley-bonded projects.  Contract
     funds may not and be used for other administrative costs or
     expenses, including consultants' or attorneys' fees of
     Berkley, without further review and approval of the Court.
     Notwithstanding, contract funds may be used for contract
     management services provided by Benchmark Consulting
     Services, LLC, incurred as part of the completion efforts on
     the BCCD Project after the Takeover Agreement became
     effective.

                      About ASR Constructors

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

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.


ATLS ACQUISITION: March 31 Deadline to Decide on Texas, NC Leases
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has granted ATLS Acquisition, LLC, et al.'s
request to extend until March 31, 2014, the deadline to assume or
reject unexpired leases between Liberty Medical Supply, Inc., and
(i) Oaklawn Center Ltd., for the real property at 2729 New Boston
Road, Suite 36B, Texarkana, Texas, and (ii) Grady G. Byrd Jr. and
Grady G. Byrd III, for the real property at 4E Long Shoals Road,
Arden, North Carolina.

The Court, at the behest of the Debtor, also extended until
April 30, 2014, the deadline to assume or reject the lease between
Liberty Medical and Healthcare Realty Services, Inc., as agent for
HRT of Roanoke, Inc., for the real property at 2157 Apperson
Drive, Salem Virginia.

                       About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


BELO CORP: S&P Withdraws 'BB' CCR Over Gannett Co. Purchase Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'BB'
corporate credit rating on Dallas-based TV broadcaster Belo Corp.
following the recent purchase of Belo by McLean, Va.-based
newspaper publisher and TV broadcaster Gannett Co. Inc.
(BB/Positive/--) for $2.215 billion, which includes the assumption
(but not guarantee) of all of Belo's $715 million of existing Belo
debt.

"The rating on Gannett reflects its exposure to unfavorable
secular trends affecting newspaper advertising and circulation,
and the more stable trends of TV broadcasting, notwithstanding the
shift of viewers to alternative media for news and entertainment,"
said credit analyst Hal Diamond.  "We view the company's business
risk profile as "fair," according to our criteria, largely because
of our expectation that the declines in high-margin newspaper
advertising revenue will continue for the foreseeable future as a
result of unfavorable industry fundamentals.  We view the
company's financial risk profile as "significant," because of
elevated debt leverage, following the debt-financed acquisition of
Belo Corp.  We expect that Gannett will reduce debt leverage over
the next few years."

The rating outlook is positive, reflecting S&P's expectation that
Gannett will reduce debt leverage as it gradually realizes
acquisition synergies and lowers debt levels.  S&P could raise its
rating over the medium term to 'BB+' if it become convinced that
the company will be able to reduce pro forma debt to trailing-
eight-quarter average EBITDA (adjusted for operating leases and
underfunded pension obligations and excluding revenue and cost
synergies) from the high-3x area to below 3x in 2014 and maintain
that level; that the pace of erosion of newspaper revenue will not
markedly accelerate; and that Gannett will balance shareholder
returns and acquisitions with debt repayment.


BENTLEY PREMIER: Pourchot Plan Outline to be Heard on Jan. 21
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas has
scheduled a hearing on Tuesday, Jan. 21, 2014, at 9:30 a.m. to
consider the approval of the Disclosure Statement explaining the
Chapter 11 Plan filed by Starside LLC, The Phillip M. Pourchot
Revocable Trust on Dec. 6, 2013 for Debtor Bentley Premier
Builders, LLC.

Interested parties have until Jan. 14 to file any formal
objections to the Disclosure Statement.

As reported by The Troubled Company Reporter on Dec. 10, 2013, The
Phillip M. Pourchot Revocable Trust, as 50% owner of Debtor
Bentley Premier Services, LLC, along with unit Starside, LLC,
proposed a Chapter 11 plan that contemplates payment of creditors
in full and the completion of ongoing construction jobs through
the infusion of the necessary capital from Starside and the
Pourchot Trust.  Under the Trust's Plan, Bentley will emerge with
only one owner -- the successful bidder at an auction to be held
at or before the confirmation hearing.  Absent a third-party,
Pourchot will end up taking control of the company as Pourchot and
Starside intend to credit bid up to the combined amount of their
secured claim.  Pourchot claims to be owed at least $26.4 million
from the Debtor through cash advances made in 2008 through 2012.
Starside, an entity owned by Pourchot, claims to be owed $6.23
million after acquiring the interests of Sovereign Bank on a
promissory note.

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of selling high-end residential lots and
building high-quality luxury homes.  The Debtor owns and develops
lots, primarily in the two subdivisions known as Normandy Estates,
which straddles both Denton and Collin Counties, near the
intersection of Spring Creek Parkway and Midway Road in Plano, and
Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway,
one-half mile west of the Dallas North Tollway.  The company has
100 vacant residential lots, with listing prices ranging from
$150,000 to $900,000.  In addition to these vacant lots, the
company owns a model house and an Amenities Center in Normandy
Estates, two houses in Wyndsor Pointe, some common areas and an
approximately 5-acre tract zoned for commercial use.

Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
13-41940) on Aug. 6, 2013 in Sherman, Texas.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip
M. Pourchot) and Sandy Golgart each hold a 50% member's interest
in the Debtor.  Ms. Golgart signed the bankruptcy petition.

The Debtor sought bankruptcy after Starside LLC, an entity owned
by Phillip Pourchot, acquired the note issued to Sovereign Bank
for a $7,250,000 loan, and served notice of its attempt to
foreclose upon properties securing the note.

Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche,
Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the
Debtor's counsel.

Judge Brenda Rhoades presides over the case.

A chapter 11 trustee was appointed following motions filed by the
U.S. Trustee and the Pourchot Trust.  Jason R. Searcy, the Chapter
11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C.,
as accountants.

The deadline to file claims against and interest in the Debtor
expired Dec. 5, 2013.  Governmental entities have until Feb. 3,
2014, to file proofs of claim.


BIG SANDY: Plan Amended; Jan. 7 Confirmation Hearing Set
--------------------------------------------------------
Big Sandy Holding Company filed an Amended Chapter 11 Plan dated
Nov. 5, 2013, and the plan will be considered in a confirmation
hearing scheduled for Jan. 7, 2014 at 9:30 a.m.

The Amended Plan essentially provides for the treatment and
designation of claims as noted in the original plan -- All four
classes of claims are impaired and holders of those claims will
receive pro rata distribution of cash from the estate.  Holders of
Class 1 (General Unsecured Claims), Class 2 (Sub. Debt's Unsecured
Claims) and Class 3 (TruPS Unsecured Claims) will recover an
estimated 3.25% to 18.25% of the allowed claim amount, while
holders of Class 4 (Equity Interests) will recover nothing.

The Disclosure Statement to the Amended Plan indicates the
scheduled confirmation hearing of Jan. 7, and the plan voting
deadline of Dec. 31, 2013.

Other updates on the Debtor's history and bankruptcy proceedings
since August 2013 are also noted in the amended plan documents.

Full-text copies of the Amended Chapter 11 Plan and Disclosure
Statement are available for free at:

      http://bankrupt.com/misc/BIGSANDYamdplan_Nov5.PDF

                     About Big Sandy Holding

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.
Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.  In its petition, Big Sandy estimated $10 million to
$50 million in assets and debts.  The petition was signed by Dan
Allen, chairman/CEO/president.

In February 2013, the Bankruptcy Court authorized Big Sandy to
sell substantially all of its assets -- essentially 100% of the
issued and outstanding capital stock of its wholly owned bank
subsidiary, Mile High Banks -- to Strategic Growth Bancorp
Incorporated, the successful bidder.  The total consideration
includes $5,500,000 (payable via (a) offsetting all amounts
outstanding under the DIP Loan Agreement on the closing date, (b)
$3,000,000 to the broker and (c) the remaining amounts to the
Debtor), the allocation of the tax refund, the assumption of the
assumed contract liabilities and the recapitalization of the Bank.
The Strategic transaction would recapitalize the Bank in
accordance with regulatory requirements -- by up to $90 million.

Richard A. Wieland, U.S. Trustee for Region 19, was unable to form
an official committee of unsecured creditors in the Debtor's
case.


CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
95.47 cents-on-the-dollar during the week ended Friday, Jan. 3,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.18 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                    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.


CAPITOL BANCORP: Settles with Creditors Committee
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capitol Bancorp Ltd. reached a settlement with the
unsecured creditors' committee, allowing approval of the Chapter
11 plan at a confirmation hearing now set for Jan. 21.

According to the report, the bank holding company from Lansing,
Michigan, was unable to win approval of the plan at the originally
scheduled confirmation hearing in mid-December because classes
representing senior noteholders, holders of trust preferred
securities, and general unsecured creditors all voted against the
plan.

Only shareholders and holders of $39,500 in priority claims were
in favor of the plan.

The settlement modifies the plan by giving no releases to officers
and directors. Claims belonging to Capitol are transferred to the
liquidating trust for prosecution on behalf of creditors.

Officers and directors won't be required to reach into their own
pockets to settle suits because the plan will provide that
recoveries can be made only from insurance policies.

The trust also receives proceeds from sale of Capitol's bank
subsidiaries, along with cash.

The settlement will resolve appeals the committee was taking from
bankruptcy court approval of the sale of the remaining bank
subsidiaries to Wilbur Ross's Talmer Bancorp Inc.  The committee
is also dropping is appeal from approval of a settlement with the
Federal Deposit Insurance Corp.

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CASELLA WASTE: Moody's Alters Outlook to Stable & Affirms B3 CFR
----------------------------------------------------------------
Moody's affirmed Casella Waste Systems, Inc.'s B3 corporate family
(CFR) and B3-PD probability of default ratings and revised the
ratings outlook to stable from negative due to improved financial
performance in recent quarters and Moody's expectation for modest
additional improvement through fiscal year-ending April 2015.
Moody's also affirmed the B2 ratings on the Maine Revenue bonds
and Vermont Pollution Control bonds, and Caa1 rating on the
subordinate notes.

Outlook Actions:

Issuer: Casella Waste Systems, Inc.

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Casella Waste Systems, Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Senior Subordinated Regular Bond/Debenture Feb 15, 2019,
  Affirmed Caa1 (LGD5, 73%)

  Issuer: Maine Finance Authority

  Senior Unsecured Revenue Bonds Jan 1, 2025, Affirmed B2 (LGD3,
  35%)

  Issuer: Vermont Economic Development Authority

  Senior Unsecured Revenue Bonds Apr 1, 2036, Affirmed B2 (LGD3,
  35%)

RATINGS RATIONALE

Casella's B3 CFR reflect the company's weak financial profile,
including high leverage (6.2x Adjusted debt/EBITDA for the twelve
months ending October 31, 2013), below industry-average margins
(21% EBITDA margins), and modest scale (about $480 million
revenue). The company is regionally concentrated in New England
and upstate New York and Pennsylvania, leaving the company
vulnerable to local price competition and declines in demand for
the company's solid waste collection and disposal services. In
recent years, due to both challenging industry conditions and
strategic decisions, Casella reported high single digit percent
revenue declines and 200-300 basis point EBITDA margin erosion.
However, in December 2012 the company reorganized its senior
management ranks, rolling out a strategy which places greater
revenue and margin generation responsibility on local managers
instead of the main corporate office. Moody's expects the
heightened focus on developing relationships with waste collectors
and the more aggressive sales effort will continue driving revenue
and margin improvements through fiscal year-ending April 2015. The
company maintains a solid collection and disposal market share in
its core markets and Moody's expects Casella would leverage a
rebound in oil & gas drilling in Pennsylvania, should one develop.

The stable outlook reflects an expectation for about 5% revenue
growth in the second half of 2014 due reflecting a full year of
earnings from the December 2012 acquisition of BBI Waste and other
small acquisitions, as well as improved market share. This will be
followed by just under 3% revenue growth in 2015, roughly in line
with our expectations for the overall solid waste sector coupled
with modest acquisition expectation. Seasonal working capital and
capex flows should drive 2H 2014 debt reduction leading to
leverage below 6.0x; free cash flow driven debt reduction coupled
with a modest EBITDA increase in fiscal 2015 should drive leverage
closer to 5.0x

Expectation for leverage sustained below 5.0x, high single digit
percent free cash flow to debt, and EBITDA margin close to 25%
would like lead to a ratings upgrade. A resumption of revenue
decreasing, free cash flow declining to $0, or uncured covenant
violations would likely lead to a ratings downgrade.

Moody's views liquidity as adequate as denoted by the SGL-3
rating. The company had about $58 million available on the
company's $227.5 million revolving credit facility (unrated) and
$5 million unrestricted cash on the balance sheet as of October
31, 2013. Availability should improve somewhat as the most recent
quarter is the tightest for liquidity based on seasonal capex.
Upon closure of the company's share of the Greenfiber venture, few
non-guarantee assets will remain, limiting alternative liquidity
sources.

The principal methodology used in this rating was the Solid Waste
Management Industry published in February 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Casella, based in Rutland Vt., collects and disposes of municipal
solid and construction waste, specialty waste primarily from
energy drilling activities, and collects, processes and sells
recyclable waste. Revenue for the twelve months ending October 31,
2013 was $482 million.


CASH STORE: Mickey Dunn Steps Down From Board of Directors
----------------------------------------------------------
The Cash Store Financial Services Inc. on Jan. 3 announced the
resignation of Mickey Dunn from the board of directors of Cash
Store Financial, effective January 2, 2014.  The Company would
like to thank Mr. Dunn for his contributions and wishes him every
success in his future endeavors.

                    About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

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

                          *     *     *

As reported by the Troubled Company Reporter on January 2, 2014,
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.


CENGAGE LEARNING: Exit Financing, Seal Approval Sought
------------------------------------------------------
BankruptcyData reported that Cengage Learning filed with the U.S.
Bankruptcy Court a motion for entry of an order authorizing the
Debtors to (a) enter into engagement letters to obtain exit
financing and related fee letters, (b) incur and pay associated
fees and expenses and (c) file the exit financing letters under
seal.

The motion explains, "The Debtors are in the process of soliciting
votes on their Plan, which the Court will consider at the February
24, 2014 confirmation hearing. In preparation for emergence from
chapter 11, the Debtors have focused their efforts on procuring
the exit financing necessary to consummate the Plan and to provide
sufficient working capital to the reorganized Debtors for their
business operations and other general corporate
purposes...Following good-faith, arm's-length negotiations with
multiple financial institutions, the Debtors reached agreement on
certain exit financing terms, as documented in the Engagement
Letters, and related Fee Letters with the Arranger Parties. The
Arranger Parties have agreed to use their commercially reasonable
efforts to structure, arrange, and syndicate: (a) up to $250
million of financing in the form of an ABL exit revolver facility
(the 'Exit Revolver Facility'); and (b) a term loan facility in an
amount between $1.5 billion and $1.75 billion (the 'Term Loan
Facility'). In the event the Debtors are unable to obtain the Term
Loan Facility on the terms set forth in the Engagement Letters,
the Debtors will seek a combination of a term loan facility and
secured notes, (the 'Term Loan/Notes Facility,' and together with
the Exit Revolver Facility, the 'Exit Financing')....In light of
the significant efforts that will need to be expended before
emergence to syndicate and arrange the Exit Financing, and
consistent with their mandate of maximizing the value of these
estates and recoveries for all stakeholders, the Debtors seek
authority to immediately enter into the Exit Financing Letters to
commence syndication by January 15, 2014 and ensure the
availability of exit financing necessary to consummate the Plan in
March 2014. Absent authority to commence syndication by January
15, 2014, the Debtors' emergence from bankruptcy in early March
2014 will likely be at risk given the substantial amount of time
required to successfully syndicate exit financing. As explained
herein, the Debtors believe that entering into the Exit Financing
Letters as contemplated in this Motion represents a sound exercise
of the Debtors' business judgment and is in the best interests of
the Debtors and their estates. Additionally, because the Exit
Financing Letters contain detailed proprietary information that is
considered by the counterparties and other similarly-situated
banks to be highly sensitive, confidential and not typically
disclosed to the public or made available to competing financial
institutions, the counterparties to the Exit Financing Letters
required that the Debtors use commercially reasonable efforts to
prevent information contained in the Exit Financing Letters from
becoming publicly available. Accordingly, the Debtors seek the
authority to file the Exit Financing Letters under seal."

The Court scheduled a Jan. 9, 2014 hearing on the motion.

                       About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.

The Debtors filed a Joint Plan of Reorganization and Disclosure
Statement dated Oct. 3, 2013, which provides that the Debtors took
extreme care to advance and protect the interest of unsecured
creditors -- including seeking to protect four primary sources of
potential recoveries for unsecured creditors and providing them
with appropriate time to conduct diligence, and discuss their
conclusions on, among other things, the value of those sources of
potential recoveries.


CHEYENNE HOTELS: U.S. Trustee Seeks Case Dismissal of LLC Unit
--------------------------------------------------------------
The U.S. Trustee for Region 19 seeks the dismissal of the Chapter
11 case of Cheyenne Hotels, LLC.

Daniel J. Morse, as Assistant U.S. Trustee, tells the Bankruptcy
Court that Debtor Cheyenne Hotels has been afforded the
protections of the Bankruptcy Code for over two years but has
failed to confirm a Chapter 11 Plan.  Meanwhile, the bankruptcy
estate continues to accrue administrative expenses, including
professional fees, which are diminishing the bankruptcy estate.

For these reasons, the U.S. Trustee contends that "cause" has been
established under Sec. 1112(b) of the Bankruptcy Code.

Dismissal of the case is also appropriate as there appears to be
few assets that can be administered for the benefit of unsecured
creditors, the U.S. Trustee adds.

                       About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts. The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents the Debtor.

No committee of creditors or equity security holders has been
appointed in the Debtors' cases.


CLEAR CHANNEL: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
96.90 cents-on-the-dollar during the week ended Friday, Jan. 3,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.25 percentage points from the previous week, The
Journal relates.  Clear Channel Communications pays 365 basis
points above LIBOR to borrow under the facility. The bank loan
matures on Jan. 30, 2016, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 205 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

              About Clear Channel Communications

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

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

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

                           *     *     *

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

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


COLOR STAR: Has Interim Authority to Use Cash Collateral
--------------------------------------------------------
Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas, Sherman Division, gave Color Star
Growers of Colorado, Inc., Vast, Inc., and Color Star, LLC,
interim authority to use collateral securing their prepetition
indebtedness to pay necessary operating expenses.

The Debtors' ability to use Cash Collateral under the Interim
Order will terminate on Jan. 7, 2014.  The final hearing on the
motion is scheduled to take place on Jan. 6, at 3:30 p.m.

The Debtors intend to use approximately $2.5 million during the
interim period to continue their operations and to continue
planting crops for spring 2014.  Without the immediate use of cash
collateral, the Debtors may have to cease operations, which could
result in certain companies attempting to offset damages against
amounts owed to the Debtors, and would greatly reduce the value of
the Debtors' business as it would no longer be an ongoing
enterprise.


A full-text copy of the Interim Cash Collateral Order is available
for free at http://bankrupt.com/misc/COLORcashcolord.pdf

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


COLOR STAR: Proposes to Sell Assets
-----------------------------------
Color Star Growers of Colorado, Inc., Vast, Inc., and Color Star,
LLC, seek authority from the U.S. Bankruptcy Court for the Eastern
District of Texas, Sherman Division, to sell all or substantially
all of their assets and conduct an auction to consider the best
and highest bid for the assets.

The Debtors are hoping to close on any sale of their assets on or
before Jan. 7, 2014.  According to court documents, the Debtors
have been unable to negotiate an acceptable out-of-court
transaction under their current capital and operating structure.
The Debtors seek to sell their assets in a single sale to a single
bidder, or in multiple sales to multiple bidders if the sales
result in a higher or better offer.

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


COLOSSUS MINERALS: In Talks with Note Holders on Potential Default
------------------------------------------------------------------
After announcing the termination of a financing previously
announced on December 18, 2013, Colossus Minerals Inc. has held
discussions with a group of holders of Convertible Gold Linked
Notes in relation to the anticipated failure of the Company to pay
interest on the Notes on December 31, 2013 and the consequential
default under the Notes that would result from the Company's
inability to rectify such failure before January 10, 2014.

On December 31, 2013 the Company received a proposal from these
noteholders and Sandstorm Gold Limited which, if implemented would
offer the Company the ability to carry on business activities past
December 31, 2013 with a view to its potential sale or future
recapitalization.  However, existing holders of common shares
would experience massive dilution to the point where they would,
in aggregate, hold approximately 1.7% of the outstanding common
shares after giving effect to the terms of the proposal.

The proposal is being considered by the Company's directors and
discussions are continuing.  Holders of Notes and the common
shares are cautioned that the transactions herein are currently at
the discussion stage and completion is subject to many factors
such as the execution of board approval, the negotiation and
execution of definitive documentation, court approval and
regulatory approval.  There can be no assurance that any
transaction will be completed on the terms described herein, or
that existing shareholders will ultimately receive or retain any
value.

In order to conserve its cash resources the Company is in the
process of laying off approximately 400 workers at the Serra
Pelada Project and has placed the project on a care and
maintenance status.  It is also significantly reducing the number
of employees at the Toronto office.

Headquartered in Toronto, Canada, Colossus Minerals Inc. --
http://www.colossusminerals.com-- is a development stage mining
and exploration company, engages in the acquisition and
exploration of mineral properties.  The company primarily holds a
75% interest in the Serra Pelada Mine, a gold-platinum-palladium
project, which covers an area of approximately 100 hectares and is
located in Para, Brazil.  Colossus Minerals Inc. was founded in
2006.


COLUMBUS EXPLORATION: Ira Kane Named as Receiver
------------------------------------------------
The Franklin County Court of Common Pleas appointed Ira O. Kane as
receiver to operate Recovery Limited Partnership and Columbus
Exploration LLC.

Each creditor or other claimant of RLP or CX that wishes to
receive any recovery in respect of those claims were required to
submit a proof of claim, together with any and all pertinent
information and documentation establishing the validity of the
claim, to the Receiver no later than Dec. 20, 2013.  The Receiver
may be reached at:

    Ira O. Kane, Receiver
    41 S. High St., Suite 3500
    Columbus, OH 43215
    Tel: 614-324-5085

CONSTAR INTERNATIONAL: Final DIP Hearing on Jan. 9
--------------------------------------------------
Constar International Holdings, LLC, et al., obtained interim
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain postpetition loans from Wells Fargo Capital
Finance, LLC, in its capacity as agent for itself and a consortium
of lenders.

The Debtors also have interim authority to enter into a note
purchase facility with Wilmington Trust, as agent; Sola Ltd.,
Ultra Master Ltd., Northeast Investors Trust, JP Morgan High Yield
Fund, JP Morgan Strategic Income Opportunities Fund, as
purchasers; Constar, Inc., Constar International LLC, Constar
Foreign Holdings, Inc., BFF, Inc., and DT, Inc., each as issuers;
and Constar Group, Inc. and each of its subsidiaries other than
Constar International Holland (Plastics) B.V., as guarantors.

The Debtors asserted in court papers that they have an immediate
need to obtain the postpetition financing in order to, among other
things, permit the orderly continuation of the operation of their
businesses, minimize the disruption of their business operations,
and preserve and maximize the value of the assets of the Debtors'
bankruptcy estate in order to maximize the recovery to all
creditors of the estate.

In addition to the postpetition financing, the Debtors also sought
and obtained interim authority to use the collateral securing
their prepetition indebtedness.

A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/CONSTARdipord.pdf

The hearing to consider final approval of the motion is scheduled
for Jan. 9, 2014, at 1:00 p.m. (prevailing Eastern time).
Objections are due Jan. 6.

The Revolving Agent is represented by Laura Davis Jones, Esq. --
ljones@pszjlaw.com -- at Pachulski, Stang, Ziehl, Young & Jones,
P.C., in Wilmington, Delaware; and Andrew M. Kramer, Esq. --
akramer@otterbourg.com -- at Otterbourg, Steindler, Houston &
Rosen, P.C., in New York.

Certain of the DIP Note Purchasers are represented by Patrick J.
Nash, Esq. -- patrick.nash@kirkland.com -- at Kirkland & Ellis
LLP, in Chicago, Illinois; and Brian E. Schartz, Esq. --
brian.schartz@kirkland.com -- at Kirkland & Ellis LLP, in New
York.

Wilmington Trust, as DIP Note Agent, is represented by Ronald L.
Cohen, Esq. -- cohen@sewkis.com -- at Seward & Kissel LLP, in New
York.

                    About Constar International

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

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

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

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


CONSTAR INTERNATIONAL: Proposes to Sell U.K. Assets
---------------------------------------------------
Constar International Holdings, LLC, et al., seek authority from
the U.S. Bankruptcy Court for the District of Delaware to sell all
or substantially all of the assets of Debtor Constar International
U.K. Limited.

According to court documents, the U.K. assets were not included in
Amcor Rigid Plastics USA, Inc.'s offer to acquire certain of the
Debtors' assets.  As of Dec. 23, there were no stalking horse
bidder for the Debtors' U.K. assets.

To facilitate an orderly sale process, certain of the Debtors?
secured lenders have agreed to fund the operations of Debtor
Constar International U.K. Limited as part of a proposed debtor in
possession financing facility for a very limited time.  The
funding will allow the Debtors to continue operating Constar
International U.K. Limited, preserving its going concern value and
consequently maximizing the potential sale price at the Auction.

The Debtors propose that interested bidders must submit qualified
bids on or before Jan. 22, 2014.  If two or more qualified bids
are received, an auction will be held on Jan. 24, or two business
days after the bid deadline.  The Debtors propose that a hearing
to consider approval of the sale be held on Jan. 27.

                    About Constar International

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

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

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

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


CONSTAR INTERNATIONAL: Can Continue to Operate under Chap. 11
-------------------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered an order authorizing Constar
International Holdings, LLC, et al., to operate their business and
implement the automatic stay.  Pursuant to the order, all parties
are restrained and enjoined from commencing or continuing any
judicial or administrative proceeding against the Debtors or
enforcing against the Debtors any judgment obtained before the
Petition Date, which judgment may have potential impact on the
Debtors' operations.

                    About Constar International

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

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

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

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


DETROIT, MI: Creditors Fight New Swaps Settlement
-------------------------------------------------
Nathan Bomey, writing for The Detroit Free Press, reported that
several major creditors are expected to contest a new settlement
between Detroit and two global banks to pay off a disastrous debt
deal when a trial over the proposed settlement resumes Jan. 3.

According to the report, the city agreed Dec. 24 to a new
settlement with UBS and Bank of America Merrill Lynch to pay off a
pension debt interest-rate transaction called "swaps" with $165
million in newly borrowed cash.

The new deal, brokered in a federal mediation session with U.S.
District Chief Judge Gerald Rosen, amounted to a $65-million
discount over a previous settlement of $230 million, the report
related.

The city has argued that getting rid of the swaps would free up
cash flow to reinvest in public safety and blight removal, while
also removing restrictions over the use of its vital casino tax
revenue, the report said.

The original swaps settlement collapsed last month after U.S.
Bankruptcy Judge Steven Rhodes questioned the city's decision to
pay $230 million to settle the $293-million swaps transaction,
suggesting the deal might be too generous to the banks, the report
further related.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Ambac Continues Objecting to Swap Settlement
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that even though Detroit used mediation to save $65
million in terminating a swap agreement, Ambac Assurance Corp. is
still opposed, saying the city should sue instead and void the
agreement entirely as a violation of state law.

According to the report, originally, the settlement would have
cost $230 million. It was reduced to $165 million through
mediation. The mediators, both federal judges, recommended that
the bankruptcy court approve the settlement.

Originally, the city was to borrow $350 million to pay off the
swap, using the remainder for infrastructure improvements. Midway
through proceedings for approval of the loan and swap payoff, U.S.
Bankruptcy Judge Steven Rhodes suspended the hearing and sent the
parties to mediation.

The new settlement, if Judge Rhodes approves, will allow Detroit
to invest $120 million in infrastructure while reducing a loan
from $350 million to $285 million.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

                     About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  The second modified version of the confirmed Plan was
declared effective on May 1, 2013, with Ambac obtaining bankruptcy
court approval of a $100+ million claims settlement with the
Internal Revenue Service.


DOLAN CO: Appoints Kevin Nystrom as Chief Restructuring Officer
---------------------------------------------------------------
The Dolan Company on Jan. 2 disclosed that it has appointed
Kevin Nystrom, managing director of Zolfo Cooper, as its chief
restructuring officer.

Nystrom will report to the company's board of directors and will
have oversight responsibility for the company's operations and
finances.  As part of these responsibilities, he will be actively
engaged with the company's senior lenders, including Bayside
Capital, which now holds participation interests covering a
majority of the indebtedness outstanding under the company's
senior credit facility.

"We are pleased to be adding such an experienced and capable
professional to our team," said James P. Dolan, chairman, chief
executive officer and president.  "Kevin will play a very
important role in our efforts to stabilize our finances and
strengthen our businesses.  I look forward to working closely with
him as we move forward."

The Dolan Company also said that it received a continued listing
standards notice from the New York Stock Exchange because the
price of its common stock has fallen below the exchange's minimum
share price rule.  The NYSE requires the average closing price of
a listed security to be at least $1.00 per share over a
consecutive 30 trading-day period.

The Dolan Company is a provider of professional services and
business information to legal, financial and real estate sectors
in the United States.  The Company operates through two operating
divisions: its Professional Services Division and its Business
Information Division.  Its Professional Services Division consists
of two segments: mortgage default processing services and
litigation support services.  Its Business Information Division
produces legal publications, business journals, court and
commercial media, other online information products and services,
and operates Websites and produces events for targeted
professional audiences in 21 geographic markets across the United
States.


EASTERN HILLS: PNC Equipment Supports Conversion to Chapter 7
-------------------------------------------------------------
Creditor PNC Equipment Finance, LLC, supports the U.S. Trustee's
motion asking the U.S. Bankruptcy Court for the Northern District
of Texas to convert the Chapter 11 case of Eastern Hills Country
Club to one under Chapter 7 of the Bankruptcy Code.

As reported by the Troubled Company Reporter on Dec. 26, 2013, the
U.S. Trustee stated that cause exists for conversion of the
Debtor's case because, among other things: (i) the Debtor has not
complied with its fiduciary duties, and because the Debtor's
operations are insufficient to support a plan of reorganization;
(ii) the Debtor's operating reports appear less than reliable as
they fail to provide an accurate account of post-petition
liabilities; and (iii) the Debtor has failed to remain current on
adequate protection payments and is not in compliance with its
postpetition tax reporting obligations.  The Texas Comptroller of
Public Accounts and the Texas Workforce Commission also support
the U.S. Trustee's motion.

On Nov. 15, 2013, the Court entered its order granting the amended
motion of PNC for leave to exam the Debtor under Bankruptcy Rule
2004.  On Nov. 18, 2013, PNC took the depositions of Gordon Wayne
Bass, the former Director of Golf Operations for the Debtor; and
the deposition of James David Harvey, the President of the Debtor.

PNC, in a court filing dated Dec. 18, 2013, claimed that there is
no chance of the Debtor obtaining confirmation of a Chapter 11
Plan.  "There appears to be little management oversight of the
operations of the Debtor.  The Debtor is not filing required tax
returns and not paying its post-petition taxes when due, and is
not in a position to pay the real estate taxes when due.  As set
forth in the Response of the Texas Comptroller of Public Account
to the Motion of the U.S. Trustee, the Debtor has paid no post-
petition sales taxes and no post-petition unemployment taxes.  The
Debtor has insufficient cash flow to pay its post-petition debts
and obligations," PNC said.

"Mr. Gordon testified that he had quit his employment as Director
of Golf Operations several weeks prior to his deposition.  It
appears from the depositions of Mr. Gordon and Mr. Harvey, that
there is currently no employee of the Debtor managing golf
operations, notwithstanding it is a golf course," PNC stated in
the Dec. 18 filing.

According to PNC, Mr. Harvey testified that: (i) the Debtor had
not deposited the 941 taxes for wages paid in October 2013; and
(ii) ad valorum taxes due for 2013, which are delinquent if not
paid by Jan. 31, 2014, had not been paid.  Mr. Harvey testified
that these taxes are approximately $27,000, and claimed that the
Debtor would be able to raise the $27,000 for taxes from "events,
people re-upping their memberships."

According to the Schedules filed by the Debtor, the real property
of the Debtor has a value sufficient to pay all creditors in full,
if sold now.

The Debtor has not filed operating reports for the months of
October and November 2013.

                        About Eastern Hills

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

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

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


EDISON MISSION: Begins Solicitation of Plan Votes
-------------------------------------------------
Edison Mission Energy and 19 of its wholly owned subsidiaries,
including Midwest Generation, LLC, on Dec. 19, 2013, filed with
the Bankruptcy Court solicitation versions of their amended joint
plan of reorganization and a related amended disclosure statement
pursuant to the Bankruptcy Code.

Copies of the Plan and Disclosure Statement are available at:

     http://is.gd/Trqc62
     http://is.gd/8g9qP2

The Debtors recommend that their stakeholders refer to the
limitations and qualifications included in the Plan and the
Disclosure Statement, as applicable, with respect to the
information contained therein.  Information contained in the Plan
and the Disclosure Statement is subject to change, whether as a
result of amendments to the Plan and Disclosure Statement, actions
of third parties, or otherwise.

The Bankruptcy Court entered an order approving the Disclosure
Statement on Dec. 19, 2013, allowing the Debtors to commence
solicitation of Plan votes.  Creditors entitled to vote on the
Plan may cast their ballots on or before Jan. 29, at 5 p.m.  The
Debtors will return to the Bankruptcy Court Feb. 17 to seek
confirmation of the Plan.

The Debtors cautioned that the Plan will become effective only if
it receives the requisite stakeholder approval, if confirmed by
the Bankruptcy Court, and if certain terms and conditions are
satisfied or waived.  There can be no assurance that the Debtors'
stakeholders will vote to accept the Plan, that the Bankruptcy
Court will confirm the Plan, or that the plan will be consummated.

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

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

                      About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by
James H.M. Sprayregen, P.C., Esq., David R. Seligman, P.C., Esq.,
Sarah H. Seewer, Esq., Brad Weiland, Esq., and Joshua A. Sussberg,
Esq., at Kirkland & Ellis LLP.  Counsel to Debtor Camino Energy
Company is David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC.

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

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


ENDICOTT INTERCONNECT: Files 1% Liquidating Chapter 11 Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Endicott Interconnect Technologies Inc., a defunct
producer of printed circuit boards and "advanced flip chips,"
filed a liquidating Chapter 11 plan in December estimated to
provide a recovery of 1 percent to 2 percent for unsecured
creditors with about $35 million in claims.

According to the report, Endicott filed for Chapter 11
reorganization in July and sold the business to an insider group
including a company owned by minority shareholder James T.
Matthews. The contract price included a fund, now $400,000, to pay
for the Chapter 11 effort.

In addition, the buyer gave the company an $850,000 note.
Proceeds from the note will be paid to creditors under the plan
over the five-year term of the note.

The insiders hold a $32 million debt against Endicott. They are
subordinating the note to recoveries by other unsecured creditors.
To buy the business, the purchaser also assumed a $6.1 million
secured term loan.

                    About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be
$20.8 million in claims to bring against insiders.  In August, the
judge authorized the committee to conduct an investigation of the
insiders.


ENERGYTEC INC: Court Finds Loophole in Sales Free & Clear of Liens
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a buyer of property at a bankruptcy sale free of
liens must object if the validity of a lien is left undecided,
otherwise a later appeal finding the lien valid isn't moot, the
U.S. Court of Appeals in New Orleans ruled on Dec. 31.

According to the report, the opinion in substance finds a loophole
in Section 363(m) of the Bankruptcy Code which provides that
approval of a sale, not stayed pending appeal, can't be modified
on appeal unless the sale-approval order was stayed pending
appeal.

The case involved the sale of a pipeline in which a creditor
claimed to have a security interest coupled with a covenant
running with the land. At the time of the sale, the bankruptcy
judge said the validity of the security interest would be decided
later.

The buyer didn't object to deferral of a ruling on the lien's
validity and completed the sale.

A year later, the bankruptcy judge ruled that the sale was free of
the creditor's lien. The district court affirmed.

The buyer told the U.S. Court of Appeals for the Fifth Circuit in
New Orleans that the appeal was moot under Section 363(m) because
the sale hadn't been enjoined pending appeal.

U.S. Circuit Judge Leslie H. Southwick, writing for a three-judge
panel, concluded that the appeal wasn't moot.

Judge Southwick said the buyer in substance waived protection from
Section 363(m) by failing to object and closing the sale.  Judge
Southwick distinguished this case from a 2010 case in the U.S.
Court of Appeals in New York, WestPoint Stevens v. Aretex.

In WestPoint, the court found that the buyer wouldn't have
completed the sale without protection from Section 363(m).

Judge Southwick said the buyer in the new case "did agree to
consummate the sale" even though the validity of the lien was to
be decided later. The judge said the buyer "accepted the risk"
that the lien would survive.

On the merits, Judge Southwick also reversed the lower court and
found that the interest was one that ran with the land under Texas
law. The case was returned to the lower courts to determine
whether the security interest was still one in which the creditor
could be forced under Section 363(f)(5) to accept money in lieu of
the security interest.

The case is Newco Energy v. Energytec Inc., 12-41162, U.S. Court
of Appeals for the Fifth Circuit (New Orleans).

Energytec, Inc., filed for bankruptcy protection before the U.S.
Bankruptcy Court for the Eastern District of Texas (Sherman) in
May 2009.  Energytec has $1.5 million in financing from Red River
Resources Inc. to fund its Chapter 11 case, Bloomberg's Bill
Rochelle said.

The Plano, Texas-based Energytec Inc. is an oil and gas producer
that redevelops mature properties in Texas and Wyoming.  Energytec
and affiliate Comanche Well Service Corporation filed for Chapter
11 on May 13 (Bankr. E.D. Texas Case No. 09-41477).  In its
Chapter 11 petition, Energytec listed assets of $33.7 million
against debt totaling $12.5 million.


EWGS INTERMEDIARY: May Use Cash Collateral Thru February Next Year
------------------------------------------------------------------
Judge Mary Walrath approved a first amendment to the Final Order
authorizing EWGS Intermediary, LLC, et al., access to postpetition
financing and cash collateral of secured prepetition lenders.

The Debtors, along with the Creditors Committee and the
postpetition lenders, have agreed to modifications to the DIP
Financing Documents given that the Debtors negotiated the sale of
their assets to a joint contractual joint venture comprised of
Hilco Merchant Resources, LLC and GWNE, Inc.

Accordingly, the First Amended DIP Order provides that at the
closing of the Sale, the Debtors will cause to be paid (i) to the
DIP Agent all outstanding principal, interest, fees, costs and
expenses under the DIP Credit Agreement, and (ii) to counsel for
the DIP Agent, all accrued and unpaid fees and costs incurred by
DIP Agent in connection with the bankruptcy case.

The Debtors are also authorized to utilize cash collateral to
facilitate their ability to winddown the estates through the
earlier of (i) the release of the "Excess Proceeds Amount" from
escrow; (ii) Feb. 15, 2014; or (iii) the "Notification Date"
having passed with no Reimbursement Rights asserted by the
Purchaser.

The DIP Credit Facility and the DIP Lenders' commitments and
obligations to fund under the DIP Credit Agreement will terminate
at the closing of the Sale.

                      About EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12876).  They are
represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington,
Delaware.  The Debtors tapped Bayshore Partners LLC as their
investment banker, FTI Consulting, LLC, as their financial
advisors, and Epiq Bankruptcy Solutions, LLC, as claims and
noticing agent.  The Company indicates total assets greater than
$100 million on its Chapter 11 petition.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.


FAIRMONTH GENERAL: Claims Bar Date Set for Feb. 14
--------------------------------------------------
The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia set Feb. 14, 2014, as the
deadline for creditors other than a governmental entity to file
proofs of claim against Fairmont General Hospital, Inc., and its
subsidiaries.

The Court set March 14, 2014, as the deadline for government
entities to file proofs of claim against the Debtors.

                      About Fairmont General

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

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

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

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

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


FAIRMONTH GENERAL: Wants Exclusive Plan Filing Extended to April 1
------------------------------------------------------------------
Fairmont General Hospital, Inc., and its subsidiaries ask the Hon.
Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern
District of West Virginia to extend the exclusive periods during
which the Debtor can file a Chapter 11 plan and solicit
acceptances thereof through and including April 1, 2014, and
June 1, 2014, respectively.

The Debtors are engaged in the process of locating a buyer or
strategic partner for the hospital, through the Debtors'
investment bankers.  The Debtors believe that by the end of
March 2014 that process will be complete and a plan can be filed.

The U.S. Trustee, the Committee of Unsecured Creditors, and the
Indenture Trustee for the Debtors' bond issuances do not object to
the Debtors' request for extension of the exclusive periods,
Rayford K. Adams III, Esq., at Spilman Thomas & Battle, PLLC, the
counsel for the Debtor, said.

                       About Fairmont General

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

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

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

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

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


FAIRMONTH GENERAL: Wants Lease Assumption Extended to April 1
-------------------------------------------------------------
Fairmont General Hospital, Inc., and its subsidiaries ask the Hon.
Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern
District of West Virginia to extend until April 1, 2014, the
period during which the Debtors must assume all nonresidential
real property leases under which the Debtors are the lessees or
otherwise the leases will be deemed rejected.

Rayford K. Adams III, Esq., at Spilman Thomas & Battle, PLLC, the
counsel for the Debtor, said, "Since the Debtor is engaged in the
process of locating a buyer or strategic partner for the hospital,
through the Debtor's investment bankers, the Debtors have
requested an extension of time to file their plans and disclosure
statements.  It will be beneficial to the Debtors and the sale
process to make decisions concerning the assumption of the
Debtors' nonresidential real property leases after the sale
process has progressed further, when likely buyers have been
identified."

                      About Fairmont General

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

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

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

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

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


FIELD FAMILY: Jan. 8 Hearing on Confirmation of 2nd Amended Plan
----------------------------------------------------------------
The Bankruptcy Court continued until Jan. 8, 2014, at 1:30 p.m.,
the hearing to (i) consider confirmation of Field Family
Associates, LLC's Second Amended Plan of Reorganization dated
Dec. 10, 2013; (ii) determine that the Debtor need not re-solicit
votes for the Second Amended Plan; and (iii) deem that the votes
cast with respect to the First Amended Plan are votes cast with
respect to the Second Amended Plan.

The Plan dated Dec. 10 amends the treatment of Class 5-General
Unsecured Creditors.  Pursuant to the amendment, in the event the
Debtor elects to proceed under the Sale Option, the Allowed Class
5 Claims will be paid in full in cash on the Effective Date.

A copy of the Second Amended Plan is available for free at:

     http://bankrupt.com/misc/FIELDFAMILYplan2.pdf

The Court confirmed the Debtor's First Amended Plan on Oct. 2,
2013.  As reported by the Troubled Company Reporter on Nov. 27,
2013, the Plan contemplates paying all creditors in full over
time.  The Plan will be funded from cash on hand, cash from future
operations, and a $2 million loan from The Field Family Trust, an
affiliate of the Debtor.  Existing owners will retain control of
the company.

General unsecured claimants will receive amortized quarterly
payments equal to their allowed claim over a four-year period with
interest at the rate of 1% per annum, with the first payment to be
made on the Effective Date and on the first business day of each
quarter thereafter with the final payment to be made on the fourth
anniversary of the Effective Date.

New-Penn Management Co., Inc., will continue management of the
hotel.

The Debtor's current agreement with HLT Existing Franchise
Holding, LLC, by which it operates the Hotel as a Hampton Inn,
expires in November 2013.  The Debtor has engaged in negotiations
regarding continued operation of the hotel as a Hampton Inn.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/FIELD_FAMILY_1ds.pdf

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FIRST NATIONAL: Stockholders Elect 9 Directors at Annual Meeting
----------------------------------------------------------------
At the annual meeting of shareholders of First National Community
Bancorp, Inc., held on Dec. 23, 2013, the Company's shareholders:

   (a) elected Michael J. Cestone, Jr., Joseph J. Gentile, and
       Louis A. DeNaples as class A directors; Louis A. DeNaples,
       Jr., Thomas J. Melone and Steven R. Tokach as class B
       directors; and Joseph Coccia, Dominick L. DeNaples, and
       John P. Moses as class C directors;

   (b) approved the compensation of the Company's executive
       officers;

   (c) approved a one-year frequency of future advisory vote on
       executive compensation;

   (d) approved the proposed 2013 Long-Term Incentive Plan; and

   (e) ratified the appointment of McGladrey LLP as the
       independent registered public accounting firm for the year
       ending Dec. 31, 2013.

The LTIP is designed to reward executives and key employees for
their contributions to the long-term success of the Company,
primarily as measured by the increase in the Company's stock
price.  The LTIP provides the Board with the authority to offer
several different types of long-term incentives, including Stock
Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Performance Units and Performance Shares.  The LTIP
will become effective on Jan. 1, 2014.

                        About First National

Headquartered in Dunmore, Pa., First National Community Bancorp,
Inc., is a Pennsylvania corporation, incorporated in 1997 and is
registered as a bank holding company under the Bank Holding
Company Act ("BHCA") of 1956, as amended.  The Company became an
active bank holding company on July 1, 1998, when it acquired
ownership of First National Community Bank (the "Bank").  The Bank
is a wholly-owned subsidiary of the Company.

The Company's primary activity consists of owning and operating
the Bank, which provides customary retail and commercial banking
services to individuals and businesses.  The Bank provides
practically all of the Company's earnings as a result of its
banking services.

First National disclosed a net loss of $13.71 million on $37.02
million of total interest income for the year ended Dec. 31, 2012,
as compared with a net loss of $335,000 on $42.93 million of total
interest income in 2011.  The Company's balance sheet at Sept. 30,
2013, showed $978.52 million in total assets, $945.72 million in
total liabilities and $32.79 million in total shareholders'
equity.

                        Regulatory Matters

The Bank is under a Consent Order from the Office of the
Comptroller of the Currency dated Sept. 1, 2010.  The Company is
also subject to a Written Agreement with the Federal Reserve Bank
of Philadelphia dated Nov. 24, 2010.

The Bank, pursuant to a Stipulation and Consent to the Issuance of
a Consent Order dated Sept. 1, 2010, without admitting or denying
any wrongdoing, consented and agreed to the issuance of the Order
by the OCC, the Bank's primary regulator.  The Order requires the
Bank to undertake certain actions within designated timeframes,
and to operate in compliance with the provisions thereof during
its term.  The Order is based on the results of an examination of
the Bank as of March 31, 2009.  Since the examination, management
has engaged in discussions with the OCC and has taken steps to
improve the condition, policies and procedures of the Bank.
Compliance with the Order is monitored by a committee of at least
three directors, none of whom is an employee or controlling
shareholder of the Bank or its affiliates or a family member of
any such person.  The Committee is required to submit written
progress reports on a monthly basis to the OCC and the Agreement
requires the Bank to make periodic reports and filings with the
Federal Reserve Bank.  The members of the Committee are John P.
Moses, Joseph Coccia, Joseph J. Gentile and Thomas J. Melone.

Banking regulations also limit the amount of dividends that may be
paid without prior approval of the Bank's regulatory agency.  At
Dec. 31, 2012, the Company and the Bank are restricted from paying
any dividends, without regulatory approval.


FISKER AUTOMOTIVE: Calls Wanxiang a Spoiler in Automaker's Sale
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the showdown between Hybrid Tech Holdings LLC and
Wanxiang Group Corp. over the right to buy electric-auto maker
Fisker Automotive Inc. was put off for a week, with a blizzard
bearing down on Delaware where the hearing was scheduled to take
place on Jan. 3.

According to the report, Fisker filed papers on Jan. 2 opposing
sale to Wanxiang, saying the creditors' preferred buyer "now seeks
to profit from a bankruptcy that it helped cause."

The Jan. 3 plan-confirmation hearing, rescheduled for Jan. 10, was
intended to be the occasion for the Bankruptcy Court in Delaware
to approve a Chapter 11 plan where Hybrid would buy the business
in exchange for $75 million of the government loan it purchased
just before the bankruptcy filing on Nov. 22.

Last week, the official creditors' committee came into court with
papers to put off plan approval and instead erect sale procedures
with an auction on Jan. 31 where China's Wanxiang would make the
first offer of $25.75 million cash. Jan. 10 will also be the
hearing where the committee tries to move ahead with a sale to
Wanxiang, or to whomever wins an auction.

Fisker's papers filed on Jan. 2 object to the predicate of the
committee's proposal, capping Hybrid's so-called credit bid at $25
million, the amount it paid for the $168.5 million government
loan. The company points out how Wanxiang bid against Hybrid,
lost, and is now trying to spoil Hybrid's victory.

Fisker's papers also allude to how Wanxiang bought A123 Systems
Inc. at a bankruptcy sale and proceeded to force A123 to stop
making batteries for Fisker. A123 was Fisker's sole supplier of
automotive lithium-ion batteries.

Fisker's reorganization plan, filed together with the Chapter 11
petition, has Hybrid buying the assets in exchange for $75 million
of the government loan. There would be no public auction. Hybrid
would also supply $725,000 cash for distribution to creditors
under the liquidating plan. In addition, Hybrid will a waive $8
million loan to finance bankruptcy.

Fisker's plan has a projected 1 percent recovery for unsecured
creditors with about $320 million in claims. The cash would be
provided by Hybrid, although only if the class votes for the plan.
Similarly, Hybrid will waive its unsecured deficiency claim only
if the class votes "yes."

The disclosure statement, approved tentatively in December,
doesn't specify the percentage recovery by Hybrid Tech.

                      About Fisker Automotive

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

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

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

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

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


FLORIDA GAMING: To Test Silvermark Bid at March 25 Auction
----------------------------------------------------------
Florida Gaming Corporation and its wholly-owned subsidiary,
Florida Gaming Centers, Inc., entered into an asset purchase
agreement with Silvermark, LLC, on December 30, 2013, pursuant to
which Silvermark agreed to acquire substantially all of Centers'
assets for a cash purchase price of $115,000,000 and assumption of
certain liabilities of approximately $17,500,000.

The Stalking Horse Agreement is subject to receipt by the Debtors
of higher or otherwise better bids at an auction conducted under
the provisions of Section 363 of the Bankruptcy Code.

On December 30, 2013, a sales procedures order was entered by the
Bankruptcy Court providing that Silvermark was the "stalking
horse" bidder for the assets identified in the Stalking Horse
Agreement and establishing procedures for the sale of
substantially all of the assets of Centers, pursuant to which,
among other things, other qualified bidders must submit competing
and qualifying bids by March 19, 2014.

If Miami Jai-Alai does not receive any Qualified Bids, other than
the APA with Silvermark, LLC, and ABC Funding LLC, as
administrative agent to a consortium of lenders, does not provide
a Credit Bid Notification, the Auction will be cancelled and Miami
Jai-Alai will seek approval of the Sale to Silvermark pursuant to
the APA.

In the event Miami Jai-Alai receives, on or before the Bid
Deadline, one or more Qualified Bids (including any credit bid by
ABC), in addition to the APA, Miami Jai-Alai will conduct an
auction to determine the highest and best offer at Salazar
Jackson, LLP, 201 Alhambra Circle, Suite 1205, Coral Gables,
Florida 33134, on March 25, 2014 at 10:00 a.m. (prevailing Eastern
Time), or such later time on such day or such other place as Miami
Jai-Alai shall notify all Qualified Bidders. The Auction shall be
conducted in accordance with the Sale Procedures.

On March 26, 2014, at 10:00 a.m. (Eastern Time), a Sale Hearing to
approve the Sale to the Successful Bidder will be held before the
Honorable Robert A. Mark in the United States Bankruptcy Court for
the Southern District of Florida, Claude Pepper Federal Building,
51 SW First Avenue, Room 1406, Miami, Florida 33130, at which time
Miami Jai-Alai will seek entry of an order (i) authorizing the
Sale to the Successful Bidder or Stalking Horse; (ii) authorizing
and approving the APA or other asset purchase agreement executed
by the Successful Bidder other than the Stalking Horse (as
appropriate); (iii) approving the assumption and assignment of
executory contracts and unexpired leases; and (iv) granting
related relief.

Objections to the transactions contemplated by the Sale are due
March 15, 2014, at noon (prevailing Eastern Time).

The Stalking Horse Agreement is subject to customary regulatory
approvals, including Silvermark's receipt of a Florida gaming
license, and other customary regulatory and closing conditions.
With limited exceptions, if the Auction results in a party other
than Silvermark being the highest bidder and the ultimate
purchaser of Centers' assets, the Stalking Horse Agreement will be
terminated, and the Debtors will be obligated to pay $4,000,000 to
Silvermark as a break-up fee and for expense reimbursement.

Before the filing of the Chapter 11 cases, the Debtors and
Silvermark previously entered into a Stock Purchase Agreement,
dated as of November 25, 2012 and amended from time to time,
pursuant to which Silvermark would have purchased all of Centers'
equity from the Company.  Pursuant to the Stalking Horse
Agreement, upon the closing of the Stalking Horse Agreement or the
payment of the Termination Fee, the Company and Centers would be
released by Silvermark from any obligations or liabilities
relating to the SPA.

A copy of the Asset Purchase Agreement, dated as of December 17,
2013, by and among Florida Gaming Corporation, Florida Gaming
Centers, Inc. and Silvermark, LLC, is available at
http://is.gd/GtD7O0

A copy of the Sales Procedures Order, dated December 30, 2013, is
available at http://is.gd/qWW2JS

Silvermark LLC may be reached at:

     Silvermark LLC
     430 Park Avenue, 5th Floor
     New York, NY 10022
     Attn: Alexander D. Silverman, Member
     Facsimile: (212) 308-9265
     Email: alexs@andalex.com

Silvermark is represented by:

     MILBANK, TWEED, HADLEY & MCCLOY LLP
     601 S. Figueroa Street, Suite 3000
     Los Angeles, CA 90017
     Attn: Thomas R. Kreller
     Facsimile: (213) 629-5063
     Email: tkreller@milbank.com

Florida Gaming Centers, Inc., is represented in the deal by:

     FROST BROWN TODD LLC
     400 West Market Street, Suite 3200
     Louisville, KY 40202-3363
     Attn: R. James Straus, Esq.
     Facsimile: (502) 581-1087
     Email: jstraus@fbtlaw.com

The Official Joint Committee of Unsecured Creditors appointed in
the case is represented by:

     GENOVESE JOBLOVE & BATTISTA, P.A.
     100 S.E. Second Street, 44th Floor
     Miami, FL 33131
     Attn: Paul J. Battista, Esq.
     Facsimile: (305) 349-2310
     Email: pbattista@gjb-law.com

                        About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FRATERFOOD SERVICE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Fraterfood Service Inc.
           aka Burritos
           aka Margaritas
           aka Tierra Del Fuego
           aka Fueguito
        PO Box 127
        Guaynabo, PR 00970

Case No.: 14-00002

Chapter 11 Petition Date: January 2, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Brian K. Tester

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CUPRILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: 787 977-0515
                  Email: cacuprill@cuprill.com

Total Assets: $8.92 million

Total Liabilities: $13.34 million

The petition was signed by Julio F. Mendez Munoz, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-2.pdf


FRIENDFINDER NETWORKS: Halts Reporting Requirements With SEC
------------------------------------------------------------
Following confirmation of its Chapter 11 plan of reorganization
and emergence from bankruptcy protection, FriendFinder Networks
Inc. filed with the Securities and Exchange Commission a Form 15
"CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION
OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934" with respect to the Company's
Common Stock, $0.001 par value per share.  As of Dec. 23, 2013,
the plan effective date, the approximate number of holders of
record as of the certification or notice date is 23.

FriendFinder implemented the Chapter 11 plan on Dec. 20.  The
bankruptcy judge in Delaware approved the plan by signing a
confirmation order four days before.

The Plan becomes effective just three months after the Company
filed for bankruptcy protection in order to strengthen its balance
sheet and enable FriendFinder Networks to grow its flagship
brands.  Through this process, the Company's annual interest
expense is expected to be reduced by over $50 million and
approximately $300 million of secured debt will be eliminated.  As
part of the reorganization, the Company's shares are being
deregistered and will no longer trade on the open market.

FriendFinder Networks' founder and majority equity holder, Andrew
Conru, is the reorganized Company's Chairman and Chief Executive
Officer.  Anthony Previte serves as President and Chief Operating
Officer.

The Plan was overwhelmingly supported by the Company's
stakeholders.  Under the terms of the plan, the 14% Senior Secured
Notes due 2013 have been exchanged for new notes in the same
principal amount, plus certain cash consideration.  Holders of the
11.5% Non-Cash Pay Secured Notes due 2014 and 14% Cash Pay Secured
Notes due 2013 receive substantially all of the new common stock
to be issued by reorganized FriendFinder Networks, plus certain
cash consideration subject to compliance with certain conditions.

FriendFinder Networks is being advised by the law firm of
Greenberg Traurig LLP and Akerman LLP and financial advisor SSG
Capital Advisors, LLC.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the plan gives accrued interest plus an equal amount
in new 14 percent first-lien notes to holders of $234.3 million in
14 percent first-lien notes.  Negotiated before the bankruptcy
filing in September with 80 percent of first- and second-lien
lenders, the plan eliminates $300 million in secured debt by
giving the new equity to holders of $330.8 million in two issues
of second-lien notes.  The plan pays unsecured creditors in full.

The first-lien notes last traded on Dec. 13 for 109 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

                About FriendFinder Networks Inc.

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

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


FRIENDSHIP DAIRIES: Court Okays Deal to Use Frontier's Cash
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
issued a corrected order authorizing Friendship Dairies' use of
cash collateral.

The corrected order reflected the agreement reached between the
Debtor and Frontier Capital, Ltd.

As of the Petition Date, the Debtor's assets may be assigned these
values:

   a. the Debtor's livestock had a value of approximately
      $12,551,350;

   b. the Debtor's growing crops had a value between $1,750,000
      and $3,428,400;

   c. the Debtor's real estate, milking equipment, and dairy
      equipment had a fair market value of approximately
      $24,810,000 if a seller is not under a compulsion to sell
      and based upon certain marketing period assumptions.
      There is evidence that a distressed sale domino effect
      and adjustment for the prepayment fee may lead to AgStar
      being less secured, but the Parties agree AgStar is
      oversecured; and

   d. the Debtor's milk had a value of $1,088,947.

Among other things, the Stipulation provides that:

   1. Frontier is not fully secured.  The value of Frontier's
      secured claim is limited to the value of its collateral.
      The Court was not presented with a complete analysis of all
      Frontier's collateral; therefore, there is no basis for the
      Court to make a determination of the exact amount of
      Frontier's secured claim.  However, for the purpose of
      determining adequate protection for the use of cash
      collateral, the parties have agreed to use a stipulated
      amount of $15,979,750.

   2. Frontier is granted a postpetition replacement senior lien
      on the milk and milk proceeds.

   3. In the event the Debtor defaults under any of the provisions
      of the order concerning cash collateral usage, Frontier may
      withdraw its consent to the Debtor's use of cash collateral
      and the Debtor will not be authorized to use cash collateral
      without a Court order.

                     About Friendship Dairies

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

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

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

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


GLW EQUIPMENT: Has Court OK to Use Cash Collateral Until March 31
-----------------------------------------------------------------
GLW Equipment Leasing, LLC, sought and obtained permission from
the Hon. Michael E. Ridgway of the U.S. Bankruptcy Court for the
District of Minnesota to use cash collateral until March 31, 2014.

The Debtor will use cash collateral use to pay operating expenses.
If the Debtor is not permitted to use cash collateral in the
amounts and for the purposes set forth in the budget from Dec. 31,
2013, through March 31, 2014, the Debtor cannot continue to
operate and will suffer immediate and irreparable harm.  A copy of
the budget is available for free at:

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

The Debtor is indebted in the approximate principal amount of:

      a. $7,202,544 to Paccar Financial Corp.;

      b. $3,170,305 to Caterpillar Financial Services
         Corporation;

      c. $1,595,981 to Volvo Financial Services, a division of
         VFS US LLC;

      d. $208,580 to Banc of America Leasing & Capital, LLC;

      e. $1,384,070 to Wells Fargo Equipment Finance, Inc.;

      f. $2,594,876 to General Electric Capital Corporation;

      g. $363,575 to Crossroads Equipment Lease & Finance, LLC;

      h. $1,183,858 to All Wheels Financial, Inc.; and

      i. $185,204 to Capital One, N.A.

Obligations owing to the Equipment Lenders are secured by a first
priority lien in specific equipment.

The Debtor has reached agreement with Paccar, CAT, Volvo, Wells
Fargo, GE, All Wheels and Banc of America respecting adequate
protection payments to be made by Western Star Transportation,
LLC, and the Debtor commencing in December 2013.

As adequate protection, the Debtor will (i) grant replacement
liens in the Equipment Lenders respective collateral; (ii)
properly insure the equipment; and (iii) report and account for
the cash proceeds from use of the equipment.  As additional
adequate protection, the Debtor, on or before the 21st day of each
calendar month commencing in October, will make interest payments
at the rate of 3-1/4% per annum and principal reduction payments
to each Equipment Lender.  The interests of the Equipment Lenders
are adequately protected by the replacement liens, insurance and
monthly cash payments.

                    About GLW Equipment Leasing

GLW Equipment Leasing, LLC, a Minnesota limited liability company
formed to own and manage a truck and trailer equipment lease
portfolio, filed a bare-bones Chapter 11 petition (Bankr. D. Minn.
Case No. 13-44202) in Minneapolis, Minnesota, on Aug. 27, 2013.
The Debtor was formed on the same day the bankruptcy case was
filed.  Warren Cadwallader signed the petition as president.  The
Debtor estimated at least $10 million in assets and liabilities.

Michael F. McGrath, Esq., at Will R. Tansey, Esq., and Michael D.
Howard, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey,
P.A., Minneapolis, MN, serves as the Debtor's counsel.

Judge Katherine A. Constantine oversaw the case.  On Oct. 15,
2013, Judge Constantine transferred the case to Judge Michael E.
Ridgway.


GREEN FIELD ENERGY: Court Approves Alvarez & Marshal Hiring
-----------------------------------------------------------
Green Field Energy Services, Inc. sought and obtained approval
from the U.S. Bankruptcy Court to employ and supplement the scope
of services under which they have retained Alvarez & Marsal North
America, LLC and the list of additional Parties as outlined in the
original retention.

The Debtor hired Alvarez & Marsal to provide a Chief Restructuring
Officer and Certain Additional Personnel and designate Thomas E.
Hill to serve as Chief Restructuring.

The following A&M personnel have been duly appointed as officers
of the Debtors and will serve as Additional Personnel:

   -- Daniel Spragg,
   -- Craig Beaty,
   -- Brian Cumberland,
   -- Garrett Griffin,
   -- Lisa Barnick,
   -- Gina Pizzo, and
   -- Thomas Downey.

Additional duties of the Engagement Personnel will include/have
included the following:

   (a) manage the preparation, implementation, negotiation and
       and execution of the Debtors' proposed key employee
       retention plan and key employee incentive plan;

   (b) provide assistance regarding certain tax strategies
       and tax-related implications of alternatives under
       consideration by the Debtors; and

   (c) perform a review of certain related-party and/or insider
       Transactions.

Thomas E. Hill attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                   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 Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois; and 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: Amended Order Issued on Prime Clerk Employment
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
amended order authorizing Green Field Energy Services, Inc. to
employ Prime Clerk as claims and noticing agent under the terms of
the amended engagement agreement, and Prime Clerk is authorized
and directed to perform, noticing services and to receive,
maintain, and record and otherwise administer the proofs of claim
filed in the chapter 11 cases.

Prime Clerk will serve as the custodian of court records and is
designated the authorized repository for all proofs of claim in
these chapter 11 cases.  The firm is authorized and directed to
maintain official claims registers for each of the Debtors and to
provide the clerk with a certified duplicate thereof upon the
request of the clerk.

                   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 Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois; and 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: Bonus Program Draws U.S. Trustee Opposition
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Green Field Energy Services Inc., an oil-field
services provider, didn't show that a proposed executive bonuses
program sets sale-price targets high enough to avoid the payments
being characterized as prohibited retention bonuses, according to
the U.S. Trustee, the Justice Department's bankruptcy watchdog.

The report related that Green Field has a hearing on Jan. 13 in
U.S. Bankruptcy Court in Delaware for approval of the bonus
program. How much managers might get is unknown to the public
because the Lafayette, Louisiana-based company's court papers were
redacted.

In a court filing last week, the U.S. Trustee said the sale-price
targets justifying the bonuses "are too low to provide a benefit
to creditors." The U.S. Trustee also said there's a lack of
evidence to show the targets are anything other than "lay-ups."

                    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: Court Sets Jan. 24 as Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
Jan. 24, 2014, at 4:00 p.m. as the deadline for each person or
entity holding or asserting a claim against Green Field Energy
Services and its debtor-affiliates, Hub City Tools Inc. and
Proppant One Inc., to file proofs of claim.

Governmental entities, meanwhile, have until April 25, 2014, at
4:00 p.m. to file proofs of claim against the Debtors.

                   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 Josef S. Athanas, Esq., Caroline A.
Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq.,
at Latham & Watkins LLP, in Chicago, Illinois; and 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.  Prime Clerk LLC is
the Debtors' claims and noticing agent.

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.


GROEB FARMS: Peak Rock Nabs Honey Co.'s Successor After Ch. 11
--------------------------------------------------------------
Law360 reported that a Peak Rock Capital LLC unit nabbed honey
producer Natural American Foods Inc., which merged with honey
supplier Groeb Farms Inc., helping to lift the troubled Groeb out
of Chapter 11 proceedings, according to a Jan. 2 statement.

The report related that the financial terms of the transaction
were not disclosed. The resulting company, which will operate as
Natural American Foods, said it "now enjoys a fully recapitalized
balance sheet with professional management and significant capital
resources provided by its new owner to invest in and grow the
company."

                         About Groeb Farms

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

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

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

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


GYMBOREE CORP: Bank Debt Trades at 7% Off
-----------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 92.95 cents-on-the-
dollar during the week ended Friday, Jan. 3, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.52
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in San Francisco, California, The Gymboree
Corporation is a retailer of infant and toddler apparel.  The
company designs and distributes infant and toddler apparel through
its stores which operates under the "Gymboree", "Gymboree Outlet",
"Janie and Jack" and "Crazy 8" brands in the United States, Canada
and Australia. Revenues are approximately $1.2 billion. The
company is owned by affiliates of Bain Capital Partners LLC.


HEALTHCARE CORP: Enters Into Forbearance & Modification Agreement
-----------------------------------------------------------------
Healthcare Corporation of America on Jan. 3 announced the closing
of $2,612,500 in new financing.

The Company issued two-year junior secured notes in the aggregate
principal amount of $2,112,500, bearing interest at 10.0% per
annum and warrants to purchase 1,408,333 shares of the Company's
common stock at an exercise price of $3.00 per share.  The junior
notes are convertible at a price of $1.50 per share.  In addition,
the Company entered into a Forbearance, Waiver and Modification
Agreement with Partners For Growth III, L.P. ("PFG"), pursuant to
which certain terms of the loan were modified and PFG loaned an
additional $500,000 to the Company.

The Company will file a Form 8-K with the Securities and Exchange
Commission that includes a detailed description of both the
transaction with PFG and the new convertible notes.

The Company also provided an update to its November 11, 2013,
press release regarding its planned SEC filings and related
matters.

The Company now expects to file its Transition Report on Form 10-K
form for June 30, 2013, with the SEC on or about January 31, 2014,
and file its Quarterly Report on Form 10-Q for the quarter ended
September 30, 201,3 on or prior to February 15, 2014.  All other
plans as described in the abovementioned press release remain
unchanged at this time.

Chardan Capital Markets acted as the sole placement agent for the
new financing transactions.

The Company also announced on Jan. 3 in a separate release the
appointment of Natasha Giordano as its Chief Executive Officer,
replacing Gary Sekulski.

             About Healthcare Corporation of America

Based in Denville, N.J., Healthcare Corporation of America's
(HCCA) -- http://www.hccarx.com-- mission is to reduce
prescription drug costs for clients while improving the quality of
care for its members.  Through its pharmacy benefit management
(PBM) subsidiary, Prescription Corporation of America (PCA) --
http://www.hca-pca.com-- HCCA administers prescription drug
benefit programs for employers ranging from commercial clients of
various sizes and industries to business associations and trade
groups, as well as local government entities, labor unions,
charitable and non-profit organizations, and third-party
administrators of self-insured benefit plans.  In addition,
through its 340Basics subsidiary -- http://www.340Basics.com--
HCCA provides software and services to help Covered Entities
manage all processes related to the Federal 340B Drug Discount
Program including registration, compliance, audit, claims
processing, and access to pharmacies.  Another newly formed
subsidiary, Morris Consulting Services (MCS) --
http://www.morrisconsultingservices.com-- will work with
organizations using up-to-date data and analytics to assess where
costs can be reduced in prescription-drug plans, making coverage
more affordable for plan sponsors and members.


HERTZ GLOBAL: Icahn Reportedly Acquires Stake
---------------------------------------------
Dana Mattioli and Liz Hoffman, writing for The Wall Street
Journal, reported that activist investor Carl Icahn has acquired a
stake in Hertz Global Holdings Inc., according to a person
familiar with the matter, as the car-rental company faces
questions about the future of its equipment-rental business.

According to the report, the size of Mr. Icahn's stake wasn't
immediately clear, and he hasn't yet publicly signaled his
intentions.

Saying it noticed "unusual" trading activity, Hertz, on Dec. 30,
adopted a one-year shareholder rights plan, or poison pill, a
common defense to limit share accumulations and ward off a
takeover, the report related.  Hertz's poison pill is designed to
keep investors' stakes below 10%.  The company's stock has risen
sharply since it announced the poison pill, closing at $28.50 on
Friday. Its market capitalization is nearly $13 billion.

Corvex Management LP, a fund managed by former Icahn protege Keith
Meister, had a small Hertz stake of around 0.6% as of the end of
September, according to a regulatory filing, the report said.  Dan
Loeb's Third Point LLC also holds a passive stake in the company,
according to the person familiar with the matter.

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.


HIGHWAY TECH: First Insurance Drops Objection to Conversion Bid
---------------------------------------------------------------
First Insurance Funding Corp. withdrew its limited objection to
the request of Highway Technologies Inc. et al. to convert the
Debtors' case to a liquidation in chapter 7.

Highway Technologies Inc., a provider of roadway guard rails,
barriers and signs, sold assets and decided in consultation with
creditors that proceeds could be most efficiently distributed by
converting the Chapter 11 reorganization to a liquidation in
Chapter 7.  As reported in the Troubled Company Reporter on Sept.
27, 2013, citing a report by Bill Rochelle, the bankruptcy
columnist for Bloomberg News, the principal asset sale was
completed in August, and unsecured creditors settled with the
lenders.  Even a liquidating Chapter 11 plan wasn't feasible in
view of claims by suppliers and workers entitled to be paid in
full.

According to the Bloomberg report, the settlement with secured
lenders creates an unsecured creditors' trust to be funded with 80
percent of proceeds from the sale of "rolling stock."  The lenders
will receive nothing until unsecured creditors recover 10 percent.
Then the lenders and unsecured creditors will share pro rata.
From lawsuit recoveries, unsecured creditors receive the first $1
million.  From larger recoveries, the lenders and unsecured
creditors share 50-50.

The Bloomberg report said the settlement also raised the fund to
pay the committee's lawyer by $200,000 to $425,000.  In addition,
$500,000 was set aside for payments of priority claims and
expenses of the Chapter 11 case.

On Aug. 29, 2013, the Official Committee of Unsecured Creditors of
Highway Technologies, Inc., et al., withdrew its motion to convert
the Debtors' Chapter 11 cases to Chapter 7.

Attorneys for the First Insurance can be reached at:

         Thomas G. Macauley
         MACAULEY
         300 Delaware Avenue, Suite 760
         Wilmington, DE 19801
         Tel: (302) 656-0100

              - and -

         Scott W. Foley
         Daniel J. Zeller
         36S. Charles Street, Suite 2000
         Baltimore, MD 21201
         Tel: (401) 385-4234

                  About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., Debra I. Grassgreen, Esq., Bruce
Grohsgal, Esq., Maria A. Bove, Esq., and John W. Lucas, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as counsel to the
Debtors.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The Company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.  In
its amended schedules, Highway Technologies disclosed $41,350,616
in assets and $91,780,181 in liabilities.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.
represents the Official Unsecured Creditors' Committee as counsel.
Gavin/Solmonese LLC serves as the Committee's financial advisor.

The Debtors have asked the Court to convert their cases into
Chapter 7 proceedings.


ICEWEB INC: Delays Form 10-K for 2013 to Complete Audit
-------------------------------------------------------
IceWEB, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the period ended
Sept. 30, 2013.

The Company's Annual Report cannot be filed within the prescribed
time period because the Company and its independent registered
public accounting firm are still in the process of completing
their work required in order for the Company's independent
registered public accounting firm to render its opinion on the
Company's consolidated financial statements.

The Company continues to dedicate significant resources to the
audit of the financial statements and the preparation and analysis
of its reporting requirements for Annual Report on Form 10-K for
its Sept. 30, 2013, consolidated financial statements.  The
Company currently anticipates filing its Sept. 30, 2013, Annual
Report on Form 10-K and its related XBRL documents on or before
the extended deadline of Jan. 14, 2014.

                           About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.  The Company's balance sheet
at June 30, 2013, showed $1 million in total assets, $2.74 million
in total liabilities and a $1.73 million total stockholders'
deficit.


IGLESIA PUERTA: Class 3-5 Creditors Object to Disclosure Statement
------------------------------------------------------------------
Creditors in Class 3 to 5 filed with the U.S. Bankruptcy Court for
the Western District of Texas an objection to the disclosure
statement accompanying the plan of reorganization of Iglesia
Puerta Del Cielo, Inc.

As reported by the Troubled Company Reporter on Nov. 26, 2013, the
Debtor filed its Plan which among other things, pays all
administrative and priority claims on the effective date.  A full-
text copy of the Disclosure Statement, dated Nov. 14, 2013, is
available for free at:

            http://bankrupt.com/misc/IGLESIAds1114.pdf

Creditors in Class 3 includes: Ray W. and Carole M. Williams,
William L. Isaac & DeAnn Isaac, Patrick O. & Graciela G. Russell
and Harvey D. Joseph.  Judgment Creditors are in Class 4, and Noe
Rodriguez-Avila is in Class 5.  In a filing dated Dec. 27, 2013,
Sidney J. Diamond, Esq., at Diamond Law, the attorney for the
objecting Creditors, said that the Creditors would show that the
Disclosure Statement 2013 does not provide adequate information to
allow creditors to make an informed decision on whether to vote on
the Plan.  Mr. Diamond claims that, among other things, the
Disclosures Statement: (1) does not explain how the objecting
secured creditors would receive the indubitable equivalent of
their claims; (2) lacks any financial information regarding the
ability of the Debtor to confirm a plan; (3) fails to mention any
details regarding Debtor's failed attempt to sell the collateral;
(4) fails to disclose payments to insiders who are members of the
Debtor's president's family; and (5) misrepresents the impairment
of all classes except for the general unsecured class.

Mr. Diamond can be reached at:

      Diamond Law
      3800 N. Mesa, Suite B-3
      El Paso, Texas 79902
      Tel: (915) 532-3327
      Fax: (915) 532-3355
      E-mail: sidney@sidneydiamond.com

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.


IMPERIAL PETROLEUM: Receives Notice of Clean Air Act Violations
---------------------------------------------------------------
Imperial Petroleum, Inc., and e-Biofuels, LLC, received Notice of
Violation of Renewable Fuel Standards with respect to an
investigation by the United States Environmental Protection Agency
(EPA) into the Company's compliance with the Section 211(o) of the
Clean Air Act and the renewable fuel standard regulations
promulgated at 40 C.F.R. Part 80, Subpart M (RFS regulations).
Under the NOV the EPA is alleging that all of the Renewable
Information Numbers (RINs) generated from July 1, 2010, through
June 2, 2011, by e-Biofuels (Company ID 4694 and Facility ID
82845), 33,573,595 RINs with a D-Code of 4 in total are invalid.
The NOV asserts that e-Biofuels was not the producer of the fuel
during this period.  Under RFS regulations, 40 C.F.R. 80.1431 and
80.1461(c) "any parent corporation is liable for any violation of
this subpart that is committed by any of its subsidiaries".  The
Clean Air Act authorizes EPA to assess civil penalties of up to
$37,500 for every day for each violation, plus the economic
benefit or savings resulting from each violation.

As previously reported, on April 4, 2012, the Company's wholly
owned subsidiary, E-Biofuels, LLC, filed for protection from
creditors under Chapter 7 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of
Indiana

A copy of the Notice is available for free at:

                        http://is.gd/88nbF8

                     About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States.  Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.

As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital.  Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay.  Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.

In the auditors' report accompanying the financial statements for
year ended July 31, 2011, Weaver Martin & Samyn, LLC, in Kansas
City Missouri, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and is dependent upon obtaining debt financing for
funds to meet its cash requirements.

The Company's balance sheet at April 30, 2012, showed $2.08
million in total assets, $11.92 million in total liabilities, all
current, and a $9.83 million total stockholders' deficit.

                            Going Concern

"The Company's financial statements for the three months and nine
months ended April 30, 2012 have been prepared on a going concern
basis which contemplates the realization of assets and the
settlement of liabilities in the normal course of business.  The
Company had a net loss for the nine months ended April 30, 2012 of
$7,082,073 compared to net income for the nine months ended April
30, 2011 of $2,801,720.  As of April 30, 2012, the Company has
$20,190 of cash on hand and a working capital deficit of
$11,032,727.  On April 4, 2012, the Company's wholly-owned
subsidiary, e-Biofuels, LLC filed a voluntary petition for
protection from creditors under Chapter 7 of Title 11 of the
Bankruptcy Code with the United States Bankruptcy Court for the
Southern District of Indiana The Company's e-Biofuels subsidiary
had $7,365,167 of debt mature on January 31, 2012 as discussed in
Note 5 for which the Company is a guarantor.  The Company's
working capital deficiency in conjunction with the Company's
history of operating losses raises doubt regarding the Company's
ability to continue as a going concern," the Company said in its
quarterly report for the period ended April 30, 2012.


J.C. PENNEY: Settlement Talks with Macy's Stall
-----------------------------------------------
Suzanne Kapner, writing for The Wall Street Journal, reported that
settlement talks between Macy's Inc. and J.C. Penney Co. over a
merchandising pact with Martha Stewart Living Omnimedia Inc. have
stalled out, making it more likely that a judge will have to
resolve the long-running dispute, according to people familiar
with the discussions.

According to the report, the two sides have held on-and-off talks
since closing arguments in the case were heard in July, but have
been unable to come to terms over the amount of damages, the
people said.

Macy's is seeking to recoup attorney's fees and lost profits as a
result of a pact Penney struck with Martha Stewart's company to
sell bedding, bath and housewares that Macy's says violated a
previous agreement it had with the domestic diva to sell similar
items exclusively at its stores, the report related.

The dispute erupted in a Manhattan courtroom last year, when
former Penney Chief Executive Ron Johnson, Macy's Chief Executive
Terry Lundgren and Ms. Stewart all testified, the report said.

Penney took steps in October to narrow the scope of its deal with
Ms. Stewart by shortening the length of the original 10-year
contract and reducing the range of product categories it carries
so they no longer conflict with those Macy's says it has the right
to sell exclusively, the report added.

                          About J.C. Penney

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2013,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.


JOE'S FRIENDLY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joe's Friendly Service & Son, Inc.
           dba Thatched Cottage At The Bay
        445 East Main Street
        Centerport, NY 11721

Case No.: 14-70001

Chapter 11 Petition Date: January 2, 2014

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

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Fred S Kantrow, Esq.
                  Avrum J Rosen, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  Email: fkantrow@avrumrosenlaw.com
                         ajrlaw@aol.com

Total Assets: $8.01 million

Total Liabilities: $9.92 million

The petition was signed by Ralph Colamussi, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb14-70001.pdf


LEHMAN BROTHERS: April 15 Fairness Hearing on $99MM E&Y Settlement
------------------------------------------------------------------
The United States District Court for the Southern District of New
York will hold a hearing before the Hon. Lewis A. Kaplan at 4:30
p.m. on April 15, 2014, to consider approval of the proposed $99
million settlement with Ernst & Young LLP, defendant in the case
captioned as In re Lehman Brothers Equity/Debt Securities
Litigation, 08-CV-5523-LAK.

A class action has been preliminarily certified in the Action for
purposes of the settlement only.

At the hearing, the Court will determine whether the proposed
Settlement should be approved by the Court as fair, reasonable,
and adequate; determine whether the proposed Plan of Allocation fo
distribution of the settlement proceeds should be approved as fair
and reasonable; and consider the application of co-lead counsel
for an award of attorneys' fees and reimbursement of expenses.

A notice of the proposed cash settlement has been sent out for all
investors who (A) purchased or otherwise acquired Lehman
Securities as identified in Appendix A to the Stipulation of
Settlement and Release with Ernst & Young LLP dated Nov. 20, 2013,
(B) purchased or otherwise acquired Lehman Structured Notes
identified in Appendix B to the Stipulation; and/or (C) purchased
or otherwise acquired Lehman Common Stock or Call Options and/or
sold Lehman Put Options, during the settlement class period of
June 12, 2007, to September 15, 2008, through and inclusive.

To be potentially eligible to share in the distribution of the Net
Settlement Fund in connection with the Settlement, claimants may
submit a Claim Form postmarked on or before April 17, 2014.

To be excluded from the Settlement Class in the EY Settlement, a
claimant must submit a written request for exclusion no later than
March 25, 2014.

Objections to the proposed Settlement, the proposed Plan of
Allocation, or the request for attorneys' and reimbursement of
expenses, must be filed by March 25, 2014.

The co-lead counsel in the case may be reached at:

     David R. Stickney, Esq.
     BERNSTEIN LITOWITZ BERGER & GROSSMAN LLP
     12481 High Bluff Drive, Suite 300
     San Diego, CA 92130-3582
     Tel: 866-648-2524
     http://www.blbglaw.com/

          - and -

     David Kessler, Esq.
     KESSLER TOPAZ MELTZER & CHECK LLP
     280 King of Prussia Road
     Radnor, PA 19087
     Tel: 310-667-7706
     http://www.ktmc.com/


GCG Inc. in Dublin, Ohio, serves as claims administrator.

On the Net: http://www.LehmanSecuritiesLitigationSettlement.com/
            http://www.blbglaw.com/and
            http://www.ktmc.com

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LENDER PROCESSING: Moody's Hikes Rating on 5.75% Notes From 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has affirmed the debt ratings of
Fidelity National Financial, Inc. (NYSE: FNF; senior debt rated
Baa3), and the A3 insurance financial strength (IFS) ratings of
its primary title insurance subsidiaries, following the company's
announcement that it has closed its acquisition of Lender
Processing Services Inc. The rating agency also upgraded LPS's
5.75% senior unsecured notes due 2023 to Baa3 from Ba2, concluding
the review for upgrade initiated on May 28, 2013, and withdrew all
remaining ratings of LPS. The LPS notes are guaranteed by FNF. The
outlook for FNF's ratings is stable.

Ratings Rationale

According to Moody's analyst Paul Bauer, "The rating affirmation
of Fidelity National is based on its financial leverage remaining
at a manageable level following the transaction closing even
including the addition of LPS debt, and our expectation that
leverage levels will be lowered over the medium term." The analyst
added that, "The upgrade of the LPS senior notes is based on an
unconditional and irrevocable guarantee provided by Fidelity
National."

LPS, which was formerly owned and spun off by FNF, is a market
leader in the mortgage transaction processing services sector. The
company will add diversification of earnings and unregulated cash
flows to FNF; however, it will also carry a significant debt
burden. Moody's said that integration risk is reduced given FNF's
prior ownership and its good track record in integrating
acquisitions and extracting expense efficiencies.

According to Moody's, the key negative effect of the transaction
is the increase in financial leverage, which will increase to
nearly 40% (on a Moody's adjusted basis). Although this is a
material increase in leverage, it remains within Moody's
expectations, based on FNF's opportunistic acquisition history,
which has resulted in elevated leverage in the past. Moody' s also
expects the company over the next two years to reduce its debt
leverage closer to its long-term target of 30% or less (on a
Moody's adjusted basis), consistent with its past actions
following an acquisition. Moody's also noted that the transaction
would have a negative effect on asset quality because of the
addition of significant goodwill to FNF's balance sheet.

In addition to Moody's opinion that the increase in financial
leverage is manageable, the rating agency said that the
affirmation of FNF's debt ratings and subsidiary IFS ratings is
based on the company's leading position in the US title insurance
market, balanced distribution system, disciplined underwriting and
financial controls, and relatively consistent profitability even
during recent stress periods. Additional positives include nimble
expense management, and a high quality, liquid investment
portfolio. These strengths are tempered by the company's historic
record of occasionally using greater amounts of financial leverage
to fund acquisitions as is evidenced by the LPS transaction, high
regulatory and legal risk, and by volatility in the group's
revenue base and profit margins reflecting the fundamental
cyclicality of the title insurance business.

With the closing of the transaction, LPS is a majority-owned
subsidiary of FNF. Accordingly, the Ba1 corporate family rating
and Ba1-PD probability of default rating have been withdrawn. In
addition, the senior secured debt rating of Ba1 has been withdrawn
following its repayment.

Factors that could result in an upgrade of Fidelity National's
ratings include: 1) maintaining profit margins in the high single
digits (8%) or better through the title insurance cycle; 2)
earnings coverage above 6x, and holding company cash flow coverage
of interest above 4x; 3) a long term commitment to moderate
financial leverage (adjusted debt-to-capital below 35%, unadjusted
debt-to-capital below 25%); and 4) an improvement in the macro
mortgage issuance environment such that real estate sales
transactions increase, reducing a dependence refinance volume and
helping provide more stable title insurance revenue. Conversely,
factors that could result in a downgrade of Fidelity National's
ratings include: 1) net earnings turning negative in an industry
downturn; 2) debt-to-capital rising to over 35% on an unadjusted
basis, or 45% on a Moody's adjusted basis; 3) interest coverage
below 4x; 4) large debt-financed acquisitions; or 5) a sustained
reduction in subsidiary capital adequacy (e.g. underwriting
leverage greater than 10x).

The following ratings have been affirmed with a stable outlook:

Fidelity National Financial, Inc. -- senior unsecured debt at
Baa3; provisional senior unsecured debt at (P)Baa3; provisional
subordinated debt at (P)Ba1; provisional preferred stock at
(P)Ba2.

Alamo Title Insurance Company -- insurance financial strength at
A3;

Chicago Title Insurance Company -- insurance financial strength at
A3; and,

Fidelity National Title Insurance Company -- insurance financial
strength at A3.

The following debt has been upgraded with a stable outlook:

Lender Processing Services, Inc. -- senior unsecured notes to Baa3
from Ba2.

The following ratings have been withdrawn:

Lender Processing Services, Inc. -- Long-term Corporate Family
Rating of Ba1, Probability of Default of Ba1-PD, Speculative Grade
Liquidity Rating of SGL-2, senior secured of Baa3, 35 - LGD3,
senior unsecured shelf of (P)Ba2.

The methodology used in this rating was Moody's Rating Methodology
for U.S. Title Insurance Companies published in December 2011.
Please see the Credit Policy page on www.moodys.com for a copy of
this methodology.

Fidelity National Financial, Inc., headquartered in Jacksonville,
Florida, provides title insurance and various related services on
a national scale. The company reported total 12-month trailing
revenue of $8.8 billion and shareholders' equity of $4.9 billion
as of September 30, 2013.


LIGHTSQUARED INC: Proposes $285-Mil. Financing From Melody
----------------------------------------------------------
LightSquared Inc. and One Dot Six Corp. filed a motion seeking
court approval to borrow $285 million from a group of lenders led
by Melody Business Finance LLC.

The wireless communications company said it will use the $285
million loan to, among other things, refinance in full the $46.4
million loan provided to One Dot Six under a credit agreement
dated July 19, 2012.

Melody Business would provide $199.5 million while the rest would
be provided by four other lenders.  Melody Capital Advisors LLC
and U.S. Bank N.A. would serve as lead arranger and administrative
agent for the new financing, respectively.

The terms of the proposed financing are detailed in a term sheet,
which can be accessed for free at http://is.gd/9lRUEP

The $285 million loan is part of a new plan proposed by
LightSquared to exit bankruptcy protection.  The company earlier
filed a new plan with financing from Melody Capital, Fortress
Investment Group LLC, JPMorgan Chase & Co. and Harbinger Capital
Partners.

The proposed plan would include a $2.75 billion in new loans and
at least $1.25 billion in new equity investment.  It replaces the
initial proposal, which was based on the $2.2 billion sale of
LightSquared's assets to Dish Network Corp.

The new plan also contemplates the confirmation of an alternate
bankruptcy plan for the company and eight of its subsidiaries,
including One Dot Six, in case U.S. Bankruptcy Judge Shelley
Chapman doesn't approve the transactions proposed under the new
plan.

LightSquared said it negotiated an alternate plan since it isn't
convinced that the rival plan proposed by U.S. Bank N.A. and MAST
Capital Management LLC would "maximize the value" of One Dot Six's
wireless spectrum assets.

Judge Chapman will hold a hearing on Jan. 21 to consider approval
of the proposed financing.  Objections are due by Jan. 15.

                      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: Seeks Approval of JPMorgan Engagement Letter
--------------------------------------------------------------
LightSquared Inc. asked U.S. Bankruptcy Judge Shelley Chapman for
approval to enter into an "engagement letter" with J.P. Morgan
Chase & Co. and Credit Suisse Group A.G.

Under the engagement letter, J.P. Morgan and Credit Suisse will
serve as lead arrangers for $2.5 billion in financing that would
allow the wireless communications company to exit Chapter 11
protection.  A copy of the engagement letter is available for free
at http://is.gd/vjifLZ

The exit financing is part of a new plan proposed by LightSquared,
which is supported by J.P. Morgan, Fortress Investment Group LLC,
Melody Capital Advisors LLC, and Harbinger Capital Partners.  It
replaces the initial proposal, which was based on the $2.2 billion
sale of the company's assets to Dish Network Corp.

LightSquared also seeks court approval to enter into a "commitment
letter," which requires the company to pay fees to J.P. Morgan and
Credit Suisse.

The fees wouldn't actually be paid unless LightSquared's plan is
approved by the bankruptcy judge.  The company, however, is
required to reimburse J.P. Morgan and Credit Suisse for certain
fees and expenses regardless of whether the exit financing becomes
effective.

A court hearing is scheduled for Jan. 9.  Objections are due
Jan. 7.

                      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: Proposes Incentive Bonuses for 4 Executives
-------------------------------------------------------------
LightSquared Inc. asked U.S. Bankruptcy Judge Shelley Chapman for
approval to extend the incentive bonus package for Chief Executive
Douglas Smith and three other executives.

The company proposes to modify the Key Employee Incentive Plan so
its top executives, including Chief Financial Officer Marc
Montagner, General Counsel Curtis Lu and regulatory executive
Jeffrey Carlisle, get cash bonuses during the final stage of its
bankruptcy case.

LightSquared specifically wants to modify parts of the bonuses in
connection with the satisfaction of the company's objectives
related to regulatory progress and its emergence from bankruptcy.
These parts of the bonuses expired on Dec. 31.

If Judge Chapman approves either a restructuring or a sale of the
company by Feb. 15, LightSquared wants the four executives
received cash bonuses of 75% of their salary.  On or after
Feb. 16, the executives would get nothing.

The company also wants to see the executives receiving their cash
bonuses if regulatory approvals for its networks are achieved by
December 31, 2014.  The original incentive plan, which was
approved in October 2012 by the court, offered payment of up to
200% of the executives' annual salary if full regulatory approval
was received.

                      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: Asks Judge to Reject Dish Sale Plan
-----------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that Phil Falcone and LightSquared urged a bankruptcy judge to
reject a plan to sell the company's wireless spectrum assets to
Charlie Ergen's Dish Network Corp., a deal they say is inferior to
LightSquared's proposal to reorganize on its own.

According to the report, in a filing with U.S. Bankruptcy Court in
Manhattan, LightSquared noted Dish's stock price has risen nearly
50% since it made a bid for the spectrum assets, meaning investors
think the assets are worth much more than Dish's $2.2 billion bid.

"There is no question how the market views such assets,"
LightSquared said in its filing, the report related.

Mr. Falcone's Harbinger Capital Partners, which controls
LightSquared's equity, said in a separate filing that the Dish bid
values the assets at less than 25% of the enterprise value that
LightSquared's own reorganization plan proposes, the report
further related.  He said the lenders backing Dish's bid just want
to be paid.

"The debtors' secured creditors, with nothing to gain from the
debtors' reorganization, continue to push for a sale liquidation
to serve their parochial and largely illegitimate purposes,"
Harbinger's lawyers said in their filing, the report added.

                         Two Competitors

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. is urging the bankruptcy judge
at the Jan. 9 hearing to approve the company's reorganization plan
rather than either of the two competitors.

According to the Bloomberg report, the company said the other two
plans "largely benefit only the proponents of such plans." The
other plans wouldn't allow any other stakeholders to realize
benefit from the billions spent developing the business, according
to LightSquared.

LightSquared filed a modified plan supported by Philip Falcone's
Harbinger Capital Partners LLC, JPMorgan Chase & Co., Fortress
Investment Group LLC, and Melody Capital Advisors LLC. It would
pay most creditors in full to avoid having the business taken over
under a competing plan where Charles Ergen's Dish Networks Corp.
would buy LightSquared for $2.2 billion.

                      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: Said It Should Benefit from FCC Approval
----------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that Philip
Falcone's LightSquared Inc. should be the one to benefit from
regulatory approval of the company's wireless spectrum, the
bankrupt company said as part of an objection to competing plans
that would reorganize it by selling assets.

"All LightSquared entities should be permitted to reorganize and
enjoy the significant value realized when the FCC grants
LightSquared's pending applications," the company said in a filing
on Jan. 3 in Manhattan bankruptcy court, according to the report.
During the company's Dec. 30 court hearing, its lawyers discussed
the latest talks with the Federal Communications Commission behind
closed doors in U.S. Bankruptcy Judge Shelley Chapman's chambers.

LightSquared has a plan to reorganize as a stand-alone company,
while an ad hoc group of its lenders seeks to sell off its main
wireless spectrum assets in an auction led by a $2.22 billion bid
from an entity owned by Charlie Ergen, chairman of LightSquared
rival Dish Network Corp., the report related.

Another plan seeks to sell some of the company's other assets via
a bid equal to the amount of debt owed, about $66 million, the
report said.  That plan, from U.S. Bank NA and Mast Capital
Management LLC, would also do a disservice to creditors,
LightSquared said. The company called both the ad hoc lender plan
and the U.S. Bank plan "short-sighted."

Falcone's investment fund Harbinger Capital Partners LLC also
objected to the other plans in court papers filed on Jan. 3, the
report further related.  It said that the regulatory clearance the
company has sought is "now within reach."

                      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.


LINN ENERGY: S&P Raises Corp. Credit Rating to BB- Over Berry Deal
------------------------------------------------------------------
Standard & Poor's Ratings Services said it removed the ratings on
Linn Energy LLC and Berry Petroleum Co. from CreditWatch where it
placed them with positive implications on Feb. 22, 2013, following
Linn's announcement that it would acquire Berry in an all-stock
transaction.

S&P is raising the corporate credit rating on Linn Energy LLC to
'BB-' from 'B+'.  In addition, S&P raised the senior unsecured
ratings to 'B+' from 'B', maintaining a '5' recovery rating
indicating modest (10% to 30%) recovery in the event of a payment
default.  The outlook is stable.

At the same time, S&P assigned 'BB-' corporate credit rating to
newly created, wholly owned, unrestricted subsidiary Berry
Petroleum Co. LLC.

Finally, S&P affirmed the 'BB-' corporate credit and senior
unsecured ratings on Berry Petroleum Co.  Subsequently, S&P
withdrew the corporate credit rating on Berry Petroleum Co., which
was converted to Berry Petroleum Co. LLC.

The ratings upgrade of Linn reflects S&P's assessment of its
improved scale and diversity of operations following the
acquisition of Berry Petroleum Co.  Pro forma for the acquisition,
Linn will have estimated proved reserves of about 6.6 trillion
cubic feet equivalent (tcfe) and core operations in several basins
across the U.S.  The acquisition also increases Linn's crude oil
production to about 40% from about 25% of total output, which S&P
expects to improve profitability.  In addition, S&P believes
Linn's proved developed reserve life will remain strong at more
than 10 years, providing a stable platform for reserve development
and maintenance of production, which is necessary for Linn to
maintain distribution levels.  Also, the stable production levels
combined with near-100% hedging of its production should provide
stable profitability and cash flow measures.

Nevertheless, S&P views Linn's reliance on acquisitions for
meaningful growth as a negative factor in its business risk
assessment.  Under S&P's rating analysis, it considers this,
combined with its distribution of substantially all cash flow to
unit holders, a weakness.  The upgrade also reflects improving
financial measures such as forecast debt to EBITDA of slightly
below 4x, although this is offset by the company's negative
discretionary cash flow (DCF) to debt.

The ratings on Houston-based exploration and production (E&P)
company Linn Energy LLC reflect what S&P considers to be a "fair"
business risk, "aggressive" financial risk, and "adequate"
liquidity assessments.

The stable outlook reflects S&P's expectations the debt leverage
will remain about 4x over the next 12 to 18 months and FFO to debt
will average between 15% to 20% over that same period.
Nevertheless, S&P expects Linn to continue to generate significant
negative free cash flow that it will fund under its credit
facility and limit improvement in financial measures.

An upgrade will require Linn to sustain debt leverage below 4x and
FFO/debt above 20% on a sustained basis.  This could prove
challenging given Linn's aggressive distribution policy and S&P's
forecast of substantial negative free cash flow.  Nevertheless,
Linn could reach this level through equity financed acquisitions
resulting in improved financial measures.

S&P could lower ratings if Linn pursues a more aggressive
financial policy such that debt leverage exceeds 5x.  This could
occur if Linn increases distributions to unitholders without a
commensurate increase in cash flows, or if Linn increases growth-
oriented capital spending that would result in higher-than-
expected negative free cash flow.


LOFINO PROPERTIES: Ch.11 Trustee Taps Wood & Lamping as Counsel
---------------------------------------------------------------
Henry E. Menninger, Jr., the Chapter 11 trustee of Lofino
Properties, LLC, asks for authorization from the U.S. Bankruptcy
Court for the Southern District of Ohio to employ Wood & Lamping
LLP, as counsel for the Trustee, nunc pro tunc to Dec. 6, 2013.

The Trustee requires Wood & Lamping to:

   (a) prepare on behalf of the Trustee all motions, applications,
       answers, orders, reports, notices, and other legal papers;

   (b) provide legal advice with respect to issues that arise in
       the case, including financing proposals, interim and final
       cash collateral orders, adequate protection for utilities
       pursuant to 11 U.S.C. Section 366, motions for relief from
       the automatic stay and/or adequate protection as may from
       time to time be filed by secured creditors, and motions to
       assume or reject unexpired leases or executory contracts;

   (c) assist the Trustee in investigating the acts, conduct,
       assets, liabilities and financial condition of the Debtor,
       the operation of the Debtor's businesses, potential causes
       of action, and any other matters relevant to the case;

   (d) attend meetings and negotiate with representatives of the
       Debtor, creditors, potential purchasers of some or all of
       the Debtor's assets, the United States Trustee or his
       representative, or other parties in interest;

   (e) prepare a plan of reorganization and disclosure statement,
       any amendments to the plan or disclosure statement, and all
       related agreements or documents, and take any necessary
       action on behalf of the Trustee in connection with same;

   (f) appear before the Court, appellate courts, and the U.S.
       Trustee, and protect the interests of the Trustee and the
       estate before such courts and the U.S. Trustee;

   (g) litigate and negotiate with respect to claims filed or
       interests asserted in this case; and

   (h) perform all other necessary legal services and provide all
       other necessary legal advice to the Trustee in connection
       with the Debtor's Chapter 11 case.

Mr. Menninger is a partner at Wood & Lamping.  He 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.

Wood & Lamping will be paid at these hourly rates:

       Henry E. Menninger, Jr.           $395
       Raymond J. Pikna, Jr.             $380
       Partner                           $395
       Associate                         $275
       Paralegal                         $140
       Law Clerks                        $100

Wood & Lamping will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Wood & Lamping can be reached at:

       Henry E. Menninger, Jr., Esq.
       WOOD & LAMPING LLP
       600 Vine Street, Suite 2500
       Cincinnati, OH 45202
       Tel: (513) 852-6000
       Fax: (513) 852-6087
       E-mail: hemenninger@woodlamping.com

                   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: Files Restructuring Plan Supplement with Alberta Court
-----------------------------------------------------------------
Lone Pine Resources Inc. on Dec. 31 disclosed that the Company and
its subsidiaries have filed with the Court of Queen's Bench of
Alberta a supplement to its previously-filed plan of compromise
and arrangement under the Companies' Creditors Arrangement Act
("CCAA"), together with an amended and restated plan of compromise
and arrangement (as amended, the "Plan") giving effect to certain
amendments referred to in the Plan Supplement.  The Plan
Supplement supplements the Plan by providing further information
regarding the rights, privileges, restrictions and conditions that
will be attached to each class of equity securities to be issued
by the Company and its subsidiary, Lone Pine Resources Canada Ltd.
("LPR Canada") pursuant to the Plan; a description of certain
shareholder protections and other provisions, including drag-
along, tag-along, pre-emptive, registration and piggy-back rights,
to be included in the constating documents of the Company and LPR
Canada upon implementation of the Plan; a draft of the Court order
to be sought by the Company sanctioning and approving the Plan;
and a description of certain proposed amendments to the Plan
providing for, among other things, a potential, conditional cash
distribution to holders of the existing common stock of Lone Pine.
A copy of the amended and restated Plan is included as a schedule
to the Plan Supplement.

The amended and restated Plan provides for a potential,
conditional cash distribution to holders of Existing Common Shares
if certain conditions are satisfied.  Such cash distribution, if
available, relates to the potential recovery by the Company, on
behalf of LPR Canada, of proceeds from the previously-announced
claim under the North American Free Trade Agreement ("NAFTA")
seeking monetary relief in respect of the expropriation without
compensation by the Government of Quebec of certain oil and gas
mining rights held by LPR Canada.  If the requisite conditions are
satisfied, and the net proceeds actually received by any of the
Applicants from the full and final determination or settlement of
that NAFTA claim (after deducting costs, expenses and taxes) are
greater than $50 million, then a portion of such net proceeds will
be paid to PricewaterhouseCoopers Inc. (the "Monitor"), as Court-
appointed monitor of Lone Pine and its subsidiaries, or another
distribution agent if the Monitor has been discharged, for pro
rata distribution to holders of Existing Common Shares determined
as at the earlier of January 31, 2014 and the business day prior
to the Plan implementation date.  The distributable portion of net
proceeds of the NAFTA claim will be (i) if total net proceeds are
between $50 million and $75 million, 25% of the net proceeds
amount that is in excess of $50 million, and (ii) if total net
proceeds are greater than $75 million, the amount determined in
clause (i) plus 50% of the net proceeds amount that is in excess
of $75 million.  No amount will be distributable if total net
proceeds of the NAFTA claim are less than $50 million, and the
Company will continue to have the sole decision making power and
control over the NAFTA claim.

The requisite conditions to this potential cash distribution are
specified in the Plan.  Interested parties are urged to carefully
review the Plan Supplement and complete text of the amended and
restated Plan for particulars.  There can be no assurance of
recovery in respect of the NAFTA claim and, accordingly, of any
future distribution to holders of Existing Common Shares as of the
relevant date.

As previously announced, the meetings at which affected unsecured
creditors will be asked to consider and vote on the Plan have been
called for Monday, January 6, 2014.  Shareholders will not vote on
the Plan.  A hearing before the Court for the sanction order
approving the Plan under the CCAA is currently scheduled to
commence on Thursday, January 9, 2014, and a hearing before the
United States Bankruptcy Court for the District of Delaware for
recognition of the sanction order under Chapter 15 of the U.S.
Bankruptcy Code is currently scheduled for Thursday, January 16,
2014.  Based on the foregoing, the Company currently anticipates
implementing the Plan and completing its restructuring on or
before Friday, January 31, 2014.

Further information regarding the Company's restructuring
proceedings under the CCAA and Chapter 15 of the U.S. Bankruptcy
Code, including copies of the Plan Supplement, the amended and
restated Plan, the information circular and other materials
relating to the creditors' meetings, and all court orders and
previously-filed reports of the Monitor, are available on the
Monitor's website at www.pwc.com/car-lpr .

                    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.


LONGVIEW POWER: Can Extend Scope of Alvarez Employment
------------------------------------------------------
Longview Power, LLC, et al., sought and obtained permission from
the U.S. Bankruptcy Court to expand the scope of employment and
retention provided by the order authorizing the Debtors to retain
Alvarez & Marsal North America, LLC, to provide the Debtors a
deputy chief financial officer and certain additional personnel.

The Debtors also obtained authority to designate James M. Grady as
deputy chief financial officer.

A&M will be paid by the Debtors for the services of the engagement
personnel at their customary hourly billing rates:

   Managing Directors                   $675-$875
   Directors                            $475-$675
   Analysts/Associates                  $275-$475

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

Lawrence Hirsh 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.  A&M received $75,000 as retainer in
connection with the prior engagement.  In the 90 days prior to the
Petition Date, A&M received additional retainers and payments
totaling approximately $1,135,948 in the aggregate for services
performed for the Debtors.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.

Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant.  Under the Plan, the
lenders would share between 85 percent and 90 percent of the
reorganized company's equity, court papers show.  The lenders
providing the bankruptcy loan would get the rest of the equity.


LONGVIEW POWER: Court Okays More Tasks for Ernst & Young
--------------------------------------------------------
Longview Power, LLC, et al. sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware to expand the
scope of employment of Ernst & Young LLP to include audit services
and additional tax compliance services nunc pro tunc to Nov. 26,
2013.

As reported in the Troubled Company Reporter on Oct. 4, 2013,
the Court authorized the Debtors to employ EY LLP as their tax
advisor.

The Debtors, in their supplemental application, stated that
neither the audit services nor the additional tax compliance
services duplicate services being provided to the Debtors by other
professionals in the chapter 11 cases.  The Debtors have not hired
any other professionals to perform either the audit services or
the additional tax compliance services.

The additional services to be provided, includes (i) auditing and
reporting on the consolidated financial statements of the Debtors
for the year ended Dec. 31, 2013; (ii) preparing the tax return
forms for each of the identified Debtors.

Pursuant to the terms and conditions of the Audit engagement
letter, the Debtors and EY LLP have agreed that EY LLP will bill
the Debtors for all services performed under the audit engagement
letter at these hourly rates, depending on the classification of
professional providing such services:

   Title                                 Range of Rates Per Hour
   -----                                 -----------------------
Partner, Principal, Executive Director       $475 - $525
Senior Manager                               $375 - $435
Manager                                      $345 - $375
Senior                                       $240 - $305
Staff                                        $145 - $200

Pursuant to the terms and conditions of the additional tax
compliance SOW, the Debtors and EY LLP have agreed that EY LLP
will bill the Debtors for all services performed under the
additional tax compliance SOW at these hourly rates, depending on
the classification of professional providing such services:

   Title                                 Range of Rates Per Hour
   -----                                 -----------------------
Partner, Principal, Executive Director       $750 - $900
Senior Manager                               $675 - $825
Manager                                      $575 - $625
Senior                                       $375 - $550
Staff                                        $150 - $300

To the best of the Debtors' knowledge, EY LLP is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.

Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant.  Under the Plan, the
lenders would share between 85 percent and 90 percent of the
reorganized company's equity, court papers show.  The lenders
providing the bankruptcy loan would get the rest of the equity.


LONGVIEW POWER: Wants More Time for Decide on Leases
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set for
Jan. 22, 2014, at 10:00 a.m. (ET), the hearing on Longview Power,
LLC, et al.'s motion to extend the time within which the Debtors
may assume or reject unexpired leases of nonresidential real
property for an additional 90 days, through and including
March 31, 2014.

The Debtors are party to approximately 430 Unexpired Leases,
including both subterranean land and mineral leases, as well as
traditional nonresidential real property leases.  On Nov. 12,
2013, each of the Debtors filed their Schedules of Assets and
Liabilities and Statements of Financial Affairs.  As part of the
Schedules, the Debtors identified the Unexpired Leases to which
one or more of the Debtors may be parties.

"To date, the Debtors have not yet had an opportunity to determine
conclusively which Unexpired Leases may be assumed or rejected as
part of their overall restructuring objectives.  Rather, the
Debtors have been principally focused on stabilizing their
business operations, negotiating the terms of critical
postpetition financing, preparing and negotiating their disclosure
statement, and moving forward with approval for their plan of
reorganization.  The Debtors therefore require additional time to
complete their analysis of the Unexpired Contract in light of
their overall restructuring goals," Zachary I. Shapiro, Esq., at
Richards, Layton & Finger, P.A., the attorney for the Debtors said
in a Dec. 23 court filing.

According to Mr. Shapiro, the Unexpired Leases in these chapter 11
cases are complex and involve a large number of agreements with
numerous counterparties.  Among other things, the Debtors engage
in mining operations on numerous properties across West Virginia
and Pennsylvania, many of which are governed by the Unexpired
Leases.  A 90-day extension will provide the Debtors with
additional time to closely assess the locations and associated
operations governed by the Unexpired Leases and determine which
Unexpired Leases fit with the Debtors' operational restructuring
objectives, Mr. Shapiro stated.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.

Longview in November 2013 filed a bankruptcy-exit plan that will
drop $1 billion in debt from the Debtor's balance sheet and raise
money to cover the cost of fixing the plant.  Under the Plan, the
lenders would share between 85 percent and 90 percent of the
reorganized company's equity, court papers show.  The lenders
providing the bankruptcy loan would get the rest of the equity.


LYON WORKSPACE: Has Until Feb. 17 to Propose Chapter 11 Plan
------------------------------------------------------------
The Bankruptcy Court extended Lyon Workspace Products, L.L.C., et
al.'s exclusive periods to file a Chapter 11 Plan until Feb. 17,
2014, and to solicit acceptances for that Plan until April 15.

The Debtors filed a fourth motion seeking an extension of the
exclusivity periods, stating they have sold substantially all of
their assets and are winding-up operations as their
responsibilities under the asset purchase agreement expire.

The Debtors, with the help of Lockton Companies, LLC, anticipate
recovering some or all of the collateral being held by Sentry
Insurance Company.  Lockton helps the Debtors prepare financial
analyses with regard to approximately $1.6 million of estate
assets being held as collateral a workman's compensation insurance
policy issued by Sentry.

Additionally, the Debtors continue to consensually resolve
priority claims, including tax claims and claims of trade
creditors made pursuant to Bankruptcy Code section 503(b)(9).

               About Lyon Workspace Products, L.L.C.

Lyon Workspace Products, L.L.C. and seven affiliates sought
Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on
Jan. 19, 2012.

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O.  The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

Lyon Workspace -- http://www.lyonworkspace.com/-- was a
manufacturer and supplier of locker and storage products.  It had
400 full-time employees, 53% of whom are salaried employees.
Eight percent of the employees are members of the Local Union No.
1636 of the United Steelworkers of America, A.F.L.-C.I.O.  The
Debtor disclosed $41,275,474 in assets and $37,248,967 in
liabilities as of the Chapter 11 filing.

Attorneys at Perkins Coie LLP serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.


MARGARITA'S MEXICANAS: Case Summary & 3 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Margarita's Mexicanas Inc.
        Po Box 127
        Guaynabo, PR 00970

Case No.: 14-00004

Chapter 11 Petition Date: January 2, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CUPRILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: 787 977-0515
                  Email: cacuprill@cuprill.com

Total Assets: $525,743

Total Liabilities: $17.55 million

The petition was signed by Julio F. Mendez Munoz, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb14-4.pdf


METRO AFFILIATES: Creditors' Panel Hires Farrell Fritz as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Metro Affiliates,
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Farrell Fritz, P.C. as counsel to the Committee, nunc pro tunc to
Nov. 13, 2013.

In addition to acting as primary spokesperson for the Committee,
it is expected that Farrell Fritz's services will include, without
limitation, assisting, advising and representing the Committee
with respect to the following matters:

   (a) the administration of these cases and the exercise of
       oversight with respect to the Debtors' affairs, including
       all issues arising from or impacting the Debtors or the
       Committee in these Chapter 11 cases;

   (b) the preparation on behalf of the Committee of all necessary
       applications, motions, orders, reports and other legal
       papers;

   (c) appearances in Bankruptcy Court and at statutory meetings
       of creditors to represent the interests of the Committee
       and, by extension, unsecured creditors;

   (d) the negotiation, formulation drafting and confirmation of
       any plan or plans of reorganization and matters related
       thereto:

   (e) the exercise of oversight with respect to any transfer,
       pledge, conveyance, sale or other liquidation of the
       Debtors' assets, especially with respect to the Debtors'
       proposed sale of substantially all of its assets as set
       forth in the Debtors' Motion Pursuant to 11 U.S.C. Sections
       105, 363, 364, 365, 503 and 507 and Rules 2002, 4001, 6004,
       6006, 9008 and 9014 of the Federal Rules of Bankruptcy
       Procedure Seeking Entry of Orders (I) Approving (A) Bid
       Procedures, (B) Notice of Sale, Auction and Sale Hearing,
       (C) Assumption Procedures and Related Notices; and (II)
       Approving the Sale of All or Substantially All of the
       Debtors' Assets;

   (f) such investigation, if any as the Committee may desire
       concerning, among other things, the assets, liabilities,
       financial condition and operating issues concerning the
       Debtors that may be relevant to this case;

   (g) such communication with the Committee's constituents and
       others as the Committee may consider desirable in
       furtherance of its responsibilities; and

   (h) the performance of all the Committee's duties and powers
       under the Bankruptcy Code and the Bankruptcy Rules and the
       performance of other services as are in the interests of
       those represented by the Committee or as may be ordered by
       the Court.

Farrell Fritz will be paid at these hourly rates:

       Ted A. Berkowitz, Partner            $525
       Louis A. Scarcella, Partner          $525
       Kristina M. Wesch, Special Counsel   $475
       Darren A. Pascarella, Associate      $430
       Veronique A. Urban, Associate        $395
       Law Clerks/Paralegals              $110-$280
       Associates                         $250-$445
       Counsel                            $400-$600
       Partners                           $425-$675

Farrell Fritz will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Ted A. Berkowitz, member of Farrell Fritz, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the Southern District of New York will hold a
hearing on the application on Jan. 8, 2014, at 11:00 a.m.
Objections were due Dec. 31, 2013.

Farrell Fritz can be reached at:

       Ted A. Berkowitz, Esq.
       FARRELL FRITZ, P.C.
       1320 RXR Plaza
       Uniondale, NY 11556-1320
       Tel: (516) 227-0700
       Fax: (516) 227-0777

                    About Metro Affiliates

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

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

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

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

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


METRO AFFILIATES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Metro Affiliates, Inc., filed with the Bankruptcy Court for the
Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $1,566,513
  B. Personal Property           $12,871,838
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $163,423,683
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $138,324
                                 -----------      -----------
        TOTAL                    $14,438,351     $163,562,007

                       About Metro Affiliates

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

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

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

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

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


MOBILESMITH INC: Inks Settlement Agreement With Atlas
-----------------------------------------------------
A Stipulation and Agreement of Partial Class Settlement was
entered on June 18, 2010, between MobileSmith, Inc., Mary
Beauregard, as Lead Plaintiff, and certain other defendants in the
securities class action involving the Company captioned Mary Jane
Beauregard vs. Smart Online, Inc., et al., filed in the United
States District Court for the Middle District of North Carolina.
The Stipulation provided for, among other things, the settlement
of the Class Action, including cash payments of $350,000 made by
the Company and a cash payment of $112,500 made by Maxim Group to
a settlement fund.  In addition, Henry Nouri was required to
transfer 25,000 shares of the common stock of the Company to the
Settlement Fund and the Company was required to contribute
1,475,000 shares of Common Stock to the Settlement Fund.  The
District Court entered a Final Judgment and Order of Partial
Dismissal on July 1, 2011.

In November 2011, a Stipulation of Settlement was entered between
Lead Plaintiff and Sherb & Co. LLP, agreeing to dismiss the
Company's claims against Sherb in exchange for Sherb's agreement
to pay $636,000 to the Settlement Fund.

On Dec. 18, 2013, the Company, Lead Plaintiff and Atlas Capital,
S.A., entered into an Agreement, Acknowledgment and Partial
Release, pursuant to which Atlas agreed to purchase the Settlement
Shares for $0.50 per share, and to waive and relinquish any claim
to any share of the future proceeds of the Settlement Fund.  Atlas
agreed to pay $188,981 to the Settlement Fund, which was the cost
of the 1,500,000 Settlement Shares, less Atlas's 53.7 percent
interest in the Settlement Fund.  The Agreement acknowledges that
the rights and obligations of Atlas under the Agreement have been
assumed by Grasford Investments, Ltd., Atlas's successor in
interest.

After the purchase of the Settlement Shares, the Company's
obligations to make cash and Common Stock contributions to the
Settlement Fund will be satisfied; and the Company will be
released from any obligation to make any further contributions to
the Settlement Fund pursuant to the terms of the Stipulation.  The
Company will also be released from making any future payments to
Grasford in connection with any claim by Grasford as a class
member and Grasford will waive and relinquish any such claims.
Grasford will be released from any claims arising from the Class
Action or Grasford's status as a member of the Settlement Fund.

Upon completion of the transactions contemplated by the Agreement,
Mr. Avy Lugassy, a principal of Grasford, will be the beneficial
owner of 33,520,058 shares of Common Stock, including the
24,689,789 shares of Common Stock issuable upon conversion by
Grasford of the Company's convertible secured subordinated notes
due Nov. 14, 2016, which would represent approximately 75.25
percent of the Company's total outstanding voting securities.

                       About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.67 million in total
assets, $31.59 million in total liabilities, and stockholders'
deficit of $29.92 million.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MOBILESMITH INC: Avy Lugassy Held 75.2% Equity Stake at Dec. 18
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Avy Lugassy disclosed that as of Dec. 18,
2013, he beneficially owned 33,520,058 shares of common stock of
MobileSmith, Inc., representing 75.25 percent of the shares
outstanding.  Mr. Lugassy previously reported beneficial ownership
of 24,274,242 common shares or 59.9 percent equity stake as of
Nov. 11, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/8Zf3ik

                      About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.67 million in total
assets, $31.59 million in total liabilities, and stockholders'
deficit of $29.92 million.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MT. LAUREL: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
Mt. Laurel Investments LLP submitted to the Bankruptcy Court a
list that identifies its top 20 unsecured creditors, a copy of
which is available at http://is.gd/l2aKtK

Creditors with the three largest claims are:

  Entity                    Nature of Claim         Claim Amount
  ------                    ---------------         ------------
Hilton Worldwide            Franchise Agreement       $60,130
Attn Legal Department       Honors $12,574.84;
7930 Jones Branch Dr, 6th   other $47,555.68
Fl                          Franchisor & Internet
McLean, VA 22102            Contract/Lease

Division of Taxation        Hotel/Occupancy Tax       $31,150
PO Box 647
Trenton, NJ 08646

Division of Taxation        Sales Tax                 $30,222
Sales Tax
PO Box 647
Trenton, NJ 08646-0647

Based in Palm Springs, California, Mt. Laurel Investments LLP and
211 Investments LP filed for Chapter 11 bankruptcy protection on
June 2, 2008 (Bankr. C.D. Calif. Lead Case No. 08-16491).  William
G. Barrett, Esq., represents the Debtors as counsel.  When the
Debtors filed for restructuring under Chapter 11, they listed
assets between $10 million to $50 million and debts between $10
million to $50 million.


MT. LAUREL: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Mt. Laurel Investments LLP filed with the Bankruptcy Court for the
Southern District of Indiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property              $223,248
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,877,018
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $96,262
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $924,890
                                 -----------      -----------
        TOTAL                       $223,248      $24,898,170

Based in Palm Springs, California, Mt. Laurel Investments LLP and
211 Investments LP filed for Chapter 11 bankruptcy protection on
June 2, 2008 (Bankr. C.D. Calif. Lead Case No. 08-16491).  William
G. Barrett, Esq., represents the Debtors as counsel.  When the
Debtors filed for restructuring under Chapter 11, they listed
assets between $10 million to $50 million and debts between $10
million to $50 million.


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

The Committee requires Foster Pepper to:

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

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

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

Foster Pepper will be paid at these hourly rates:

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

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

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

Christopher M. Alston, member of Foster Pepper, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Foster Pepper can be reached at:

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

               About Natural Molecular Testing Corp.

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

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.  Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.


NEW LIFE INTERNATIONAL: Charity Files for Liquidation
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New Life International, a charitable organization,
filed a Chapter 11 petition on Dec. 31 in Nashville, Tennessee, to
carry out an "orderly liquidation."

According to the report, originally named World Bible Society, the
Nashville-based organization generated what it called "a decided
majority" of its donations from charitable gift annuities and
bargain-and-sale installment notes. In both cases, contributors
were to get fixed payments in future years following their
contributions.

Income also was derived from real estate investments and the sale
of Christian-themed merchandise.

New Life said it told contributors not to expect payments due on
Jan. 1. Instead, the organization said, it intends to file a
liquidating Chapter 11 plan by April 30.

Bankruptcy was the result of the falling value of real estate,
stocks, and bonds. The other source of income, from the sale of
annuities, dried up in 2011. There were about 650 such
arrangements still in effect on Oct. 31, according to the website.

The petition shows assets and debt exceeding $10 million.

New Life said that since 2003 it has built more than 100 churches,
dug over 100 freshwater wells and given away $204 million in food,
clothing and medical supplies.

The case is In re New Life International, 13-10974, U.S.
Bankruptcy Court, Middle District of Tennessee (Nashville).


NNN PARKWAY 400 26: Hearing to Confirm Plan Continued to Jan. 13
----------------------------------------------------------------
The Bankruptcy Court continued until Jan. 13, 2014, at 10:00 a.m.,
the hearing to consider the confirmation of NNN Parkway 400 26,
LLC's Plan of Reorganization.

At the hearing, the Court will also consider the objection filed
by lender WBCMT 2007-C31 Amberpark Office Limited Partnership.

As reported in the Troubled Company Reporter on Dec. 17, 2013,
Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, on
behalf of the lender, asked the Court to deny confirmation of the
Debtor's Plan.

According to WBCMT, the Plan is fatally flawed because, among
other things, it (i) impermissibly attempts to alter contractual
rights and responsibilities among third parties -- namely lender
and the Non-Debtor TICS (tenant in common); (ii) violates the
absolute priority rule; (iii) is not feasible; and (iv) fails the
"fair and equitable" test of Bankruptcy Code 1129(b).

Additionally, WBCMT said the Plan cannot be confirmed because,
among other things:

   a. the Plan does not comply with the Bankruptcy Code or
      other applicable law;

   b. the Plan is not feasible; and

   c. the Plan contains an improper classification scheme.

                       The Chapter 11 Plan

The Court approved on Dec. 10, 2013, the adequacy of information
in the Disclosure Statement describing the Debtors' Plan.

As reported in the TCR on Sept. 25, 2013, the payments under the
Plan will be funded by (1) a new capital infusion over the term of
the Plan from the Debtors collectively based on an investment
venture with Steelbridge Capital, LLC; (2) net operational profits
generated by the Property, after allowance of operational expenses
and reserves; and (3) to the extent necessary, other sources of
funds, including a further cash infusion from the Debtors or
future borrowings.  Before or by the five year anniversary of the
Effective Date, the Property will either be refinanced or sold to
pay off the remaining Class 2 Secured Claim of WBCMT 2007-C31
Amberpark Office Limited Partnership and Lender's Unsecured Claim
in Class 7.

According to papers filed with the Court, the Debtors believe
that, in the absence of the Chapter 11 reorganization and the
confirmation of the Plan, the Debtors' assets would be liquidated
at substantially discounted prices, leaving much less to pay
creditors.  "The Plan, on the other hand, allows the Debtors to
maximize the return to creditors through the orderly
administration of their assets.  For example, the Lender will
continue to be paid under a debt secured by the Property and non-
Lender creditors will be able to receive payments on their debts.
Based on the New Capital Infusion, the property manager will have
sufficient time and resources to improve and lease the Property
thereby increasing the occupancy rate and rental revenue, to the
benefit of the Property, its tenants, vendors and local business
community."

The Plan provides for these terms:

    * The Debtors' Plan provides for a bifurcation of WBCMT's
claim into secured and unsecured claims based on the value of the
Property.  Among other things, the Plan provides for a substantial
principal pay down of the Lender's secured claim and then payments
over time.  The Class 2 Claim of WBCMT, to the extent Allowed,
will be treated as a Secured Claim in the amount of $19,800,000,
secured by liens and security interests in the WBCMT Collateral,
including the Property.  On or before the five-year anniversary of
the Effective Date, WBCMT will be paid a sum certain of $1,000,000
on its Class 7 Unsecured Claim.  To the extent WBCMT recovers
payment on its Class 7 Claim from the Guarantor, WBCMT's Class 7
Claim will be disallowed in a proportionate amount which prohibits
any double recovery, and WBCMT will not be entitled to any payment
on the Class 7 Claim.

    * Except to the extent the holder of an Allowed Class 6
General Unsecured Claim has been paid prior to the Effective Date
or agrees to less favorable treatment, each holder of an Allowed
Class 6 General Unsecured Claim will receive 50% of its Allowed
Class 6 Claim within six months of the Effective Date and 50%
within 12 months of the Effective Date.

    * Class 9 consists of all Allowed Unsecured Claims against the
Debtors by the TIC owners of the Property, other than the Debtors,
for which TICs are jointly and severally liable on Class 1, Class
2, Class 3, Class 4, Class 5, Class 6, Class 7 and Class 8 Claims,
including those Claims arising before the Effective Date or those
which arise under the Plan.  Class 9 Claims will receive no
payment.

    * Class 10 Interest Holders will receive, on account of each
of their Interests in the Debtors, a share of interests in the
Reorganized Debtors in proportion to the respective Debtor's
ownership interest in the Property.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/nnnparkway.doc284.pdf

                   About NNN Parkway 400 26 LLC

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.


OCZ TECHNOLOGY: Sec. 341 Meeting Set for on Jan. 8
--------------------------------------------------
A meeting of creditors is scheduled for January 8, 2013, in the
bankruptcy case of OCZ Technology Group Inc. at 1:30 p.m. (ET), at
J Caleb Boggs Federal Building, 844 King Street, 5th Floor, Room
5209, Wilmington, Delaware 19801.

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.

The deadline to file a complaint to file a complaint to determine
dischargeability of certain debts is March 10, 2014.

                             About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

Young Conaway Stargatt & Taylor represents the Debtors as counsel.
Mayer Brown LLP serves as the Debtors' special counsel.  Deutsche
Bank is the Debtors' investment banker.  The Hon. Peter J. Walsh
presides over the case.


ORCHARD SUPPLY: Plan Effective Date Has Yet to Be Determined
------------------------------------------------------------
The Bankruptcy Court in Delaware entered an order confirming the
Modified First Amended Plan of Liquidation as filed Dec. 6, 2013,
for OSH 1 Liquidating Corporation (formerly Orchard Supply
Hardware Stores Corporation) and its subsidiaries, OSH 2
Liquidating LLC (formerly Orchard Supply Hardware LLC) and OSH 3
Liquidating LLC (formerly OSH Properties LLC).

On Aug. 30, 2013, as part of the Chapter 11 Petition, the Company
completed the sale of a majority of its assets to Orchard Supply
Company, LLC, a Delaware limited liability company affiliated with
Lowe's Companies, Inc.

The effective date of the Plan has yet to be determined.

A copy of the Plan, as confirmed by the Bankruptcy Court, is
available at http://is.gd/ize6L8and the Confirmation Order is
available at http://is.gd/nxmGGn

The Plan provides for the appointment of a Responsible Person for
the sole purpose of liquidating and distributing the remaining
assets of the Debtors, and a GUC Trustee for the sole purpose of
reconciling and distributing the GUC Trust Assets to the GUC Trust
Beneficiaries. Neither the Responsible Person nor the GUC Trust
will engage in any business activities other than winding down the
remaining affairs of the Debtors.

Other than Administrative Expense Claims, Priority Tax Claims and
Other Priority Claims, the claims and interests in the Debtors are
divided into four classes. The Plan generally provides for payment
in full, in cash, to holders of Class 2 Other Secured Claims.
Holders of Class 3 General Unsecured Claims are entitled to
receive a pro-rata portion of the GUC Trust Assets. Holders of
Class 1 Senior Secured Term Loan Claims are entitled to receive a
pro rata portion of any proceeds that remain after the payment and
full satisfaction of Administrative Expense Claims, Priority Tax
Claims, Claims in Class 2 and Claims in Class 3.  Claims in Class
4 consist of the Company's equity interests, which will receive no
distribution and will be deemed cancelled on the Effective Date.
The Existing Equity Interests consist of Authorized and
Outstanding Shares of Series A Preferred Stock, Class A Common
Stock, Class B Common Stock and Class C Common Stock will be
deemed cancelled upon the Effective Date.

Following the Effective Date, the Company intends to file a Form
15 with the Securities and Exchange Commission to terminate and
suspend the reporting requirements related to its Series A
Preferred Stock and Class A Common Stock under the Securities
Exchange Act of 1934, as amended.

                      About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation,
which operates neighborhood hardware and garden stores focused on
paint, repair and the backyard, and two affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16,
2013, to facilitate a restructuring of the company's balance sheet
and a sale of its assets for $205 million in cash to Lowe's
Companies, Inc., absent higher and better offers.  In addition to
the $205 million cash, Lowe's has agreed to assume payables owed
to nearly all of Orchard's supplier partners.

At the outset of bankruptcy, Orchard had 89 stores in California
and two in Oregon.  Orchard was 80.1 percent owned by Sears
Holdings Corp. until spun off in December 2011.

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

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

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

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

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


PATRIOT COAL: Files Notice of Exempt Offering of Securities
-----------------------------------------------------------
Patriot Coal Corp. filed with the Securities and Exchange
Commission a Form D "Notice of Exempt Offering of Securities".

Patriot Coal is offering $262,500,026 of securities.  Of that
amount, $262,500,017 has been sold.  The Total Offering Amount
includes 15.0% Senior Secured Second Lien PIK Toggle Notes due
2023 and Warrants to purchase Class A Common Stock as part of a
right offering, including payment of backstop fees in connection
therewith.

A copy of the Form D is available at http://is.gd/q4Yq7O

                        About Patriot Coal

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

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

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

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

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

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

The Bankruptcy Court approved the Plan on Dec. 17, 2013.


PHILADELPHIA MEDIA: Inquirer's Owners Push Newspaper to Auction
---------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
the Philadelphia Inquirer is being pushed back to the auction
block by owners at odds over management of the newspaper operation
and how to break the impasse at the top of the company.

According to the report, New Jersey political power broker George
Norcross III and ally Joseph Buckelew, who own 58% of the company
that owns the Inquirer, Philadelphia Daily News and the associated
digital news operation, have turned to a Delaware court for aid,
saying they are countering a move by minority owner Lewis Katz, a
parking lot and sports mogul, that "presents a real risk of
another bankruptcy and additional job losses" for the
publications.

Mr. Katz's attorney, Richard Sprague, said the idea that Mr.
Katz's proposal puts the Inquirer in jeopardy of bankruptcy had
"no validity," the report related.  Along with another owner, H.F.
Gerry Lenfest, Mr. Katz wants to put the newspaper company up for
public auction, which would allow any qualified bidder, including
Mr. Norcross, to bid, Mr. Sprague said.  Messrs. Lenfest and Katz
are committed to making an offer, he said.

Mr. Norcross wants the news company auctioned off among the
current ownership group, a collection of wealthy and powerful
businessmen, the report said.  According to Mr. Norcross, Mr. Katz
is pushing the Inquirer toward a public auction, one that would
invite hedge funds to load up the company with debt, and doom it
to return to bankruptcy.

The Inquirer ended its last stint in Chapter 11 in 2010, and was
purchased, from hedge funds that salvaged it from bankruptcy, for
$55 million in 2012, the report related.  The local ownership
agreement calls for Mr. Katz and Mr. Norcross to agree on major
decisions involving the newspapers, such as who gets to fire the
editor and the publisher.

                   About Philadelphia Newspapers

Philadelphia Newspapers, LLC -- http://www.philly.com/-- owned
and operated numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products.  The Company's flagship publications were
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No.
09-11204) on Feb. 22, 2008.  Proskauer Rose LLP is the Debtors'
bankruptcy counsel, while Lawrence G. McMichael, Esq., at Dilworth
Paxson LLP is the local counsel.  The Debtors' financial advisor
is Jefferies & Company Inc.  Philadelphia Newspapers estimated
assets and debts of $100 million to $500 million in its Chapter 11
petition.

The Debtors won confirmation of a plan of reorganization that
contemplated the sale of substantially all of their assets at an
auction.  The Philadelphia Media Network, which was formed by the
Debtors' secured lenders, acquired the Philadelphia Inquirer, the
Daily News and Philly.com for $105 million in cash.  The Plan
became effective and the sale closed on Oct. 8, 2010.


POSITRON CORP: Has 15-Mil. Authorized Series H Preferred Shares
---------------------------------------------------------------
Positron Corporation amended the Statement of Designation
Establishing Series H Junior Convertible Preferred Stock of
Positron Corporation to increase the number of authorized shares
of Series H Preferred Stock from 10,000,000 shares to a maximum of
15,000,000 shares.  There was no other amendment to the rights and
preferences of the Series H Preferred Stock.  A copy of the
Amendment is available for free at http://is.gd/T8q7WB

                   About Positron Corporation

Headquartered in Fishers, Indiana, Positron Corporation is a
molecular imaging company focused on nuclear cardiology.

Positron disclosed a net loss and comprehensive loss of $7.95
million in 2012, as compared with a net loss and comprehensive
loss of $6.12 million in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $2.47 million in total assets, $11.50
million in total liabilities and a $9.02 million total
stockholders' deficit.

Sassetti LLC, in Oak Park, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has a significant accumulated deficit which raises
substantial doubt about the Company's ability to continue as a
going concern.


QIMONDA AG: No Rehearing in Appeals Court on Patent Ruling
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the German insolvency administrator for chipmaker
Qimonda AG must appeal to the U.S. Supreme Court if he wants to
sell 4,000 U.S. patents free of licenses the company granted
before bankruptcies in the U.S. and Germany in 2009.

According to the report, a three-judge panel of the U.S. Court of
Appeals in Richmond, Virginia, said in a Dec. 3 opinion that a
foreign company like Qimonda that enlists the assistance of U.S.
courts under Chapter 15 of the Bankruptcy Code can't terminate
licenses of U.S. patents.

The German administrator filed papers seeking a rehearing before
all active judges on the appeals court. The court on Dec. 31
denied a rehearing, saying no judges were in favor.

The administrator's final resort is to the Supreme Court.  He has
about two months to file papers seeking review and can also seek
an extension of time for a final appeal.

The panel's ruling, if upheld, means companies primarily in
bankruptcy abroad can't terminate licenses for patents issued in
the U.S.

Technology companies including Intel Corp. and International
Business Machines Corp. objected to using the German bankruptcy to
terminate licenses for Qimonda's U.S. patents.

The appeal is Jaffe v. Samsung Electronics Co., 12-1802, U.S.
Court of Appeals for the Fourth Circuit (Richmond).

                         About Qimonda AG

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- was a global
memory supplier with a diversified DRAM product portfolio.  The
Company generated net sales of EUR1.79 billion in financial year
2008 and had -- prior to its announcement of a repositioning of
its business -- roughly 12,200 employees worldwide, of which
1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond, Va.

Qimonda AG commenced insolvency proceedings in a local court in
Munich, Germany, on Jan. 23, 2009.  On June 15, 2009, QAG filed
a petition (Bankr. E.D. Va. Case No. 09-14766) for relief under
Chapter 15 of the U.S. Bankruptcy Code.

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR sought Chapter 11 protection (Bankr.
D. Del. Case No. 09-10589) on Feb. 20, 2009.  Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Lee E. Kaufman, Esq., at
Richards Layton & Finger PA, in Wilmington Delaware; and Mark
Thompson, Esq., Morris J. Massel, Esq., and Terry Sanders, Esq.,
at Simpson Thacher & Bartlett LLP, in New York City, represented
the Debtors as counsel.  Roberta A. DeAngelis, the United States
Trustee for Region 3, appointed seven creditors to serve on an
official committee of unsecured creditors.  Jones Day and Ashby &
Geddes represented the Committee.  In its bankruptcy petition,
Qimonda Richmond, LLC, estimated more than US$1 billion in assets
and debts.  The information, the Chapter 11 Debtors said, was
based on QR's financial records which are maintained on a
consolidated basis with QNA.

In September 2011, the Chapter 11 Debtors won confirmation of
their Chapter 11 liquidation plan which projects that unsecured
creditors with claims between US$33 million and US$35 million
would have a recovery between 6.1% and 11.1%.  No secured claims
of significance remained.


RAVEN POWER: S&P Assigns 'BB-' Rating to $415MM Sr. Secured Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
project rating to Raven Power Finance LLC's $415 million senior
secured facilities, consisting of a $375 million term loan B due
in 2020 and a $40 revolving credit facility due in 2018.  At the
same time, S&P assigned its '1' recovery rating, indicating "very
high" (90% to 100%) recovery under our default scenario.  The
outlook on the debt issue ratings is stable.

Raven used net proceeds from the issuance to pay a roughly
$174 million dividend to sponsors and refinance the remaining
$173.3 million on its existing term loan and fund a major
maintenance reserve, as well as pay the fees that are customary
with such transactions.  A fund managed by Riverstone Holdings LLC
indirectly owns 100% of Raven Power Finance, which in turn owns
2,649 megawatts of coal-fired generating plants.  There is no
other debt in the project structure and, consequently, all cash
flows from the power plant support the rated project debt.
Furthermore, lenders benefit from a modified cash flow sweep, in
which 100% of the excess cash flows pay off debt up to a
prespecified level based on a straight-line amortization.

The ratings reflect business risk stemming from uncertainty in
merchant energy and capacity markets in the PJM; the portfolio
consists of three primarily coal-fired power plants in Maryland.
The largest, the Brandon Shores unit, with a historically higher
capacity factor, was completed in 1991, while the Wagner and Crane
facilities are each about 50 years old; S&P anticipates closure of
the latter two by the mid-2020s.  The project derives its revenue
from energy and capacity payments.  There has been some
instability in capacity markets in the region, although this has
been largely mitigated through 2017 for this project, while energy
margins have ebbed and flowed.  Through much of 2013, energy
margins and dispatch were relatively strong, although they were
much weaker in 2012 across the portfolio.

"The stable outlook reflects our expectation of effective
operations and reasonable stability of cash flows resulting from
set capacity charges through 2017, a relatively advantaged
position in PJM's energy market, and low debt level, along with
sufficient liquidity to address typical operational problems with
assets of this type and age," said Standard & Poor's credit
analyst Michael Ferguson.

S&P could downgrade the project if energy margins weaken from its
base case, resulting in DSCRs that are below 1.2x in the early
years of the project.  In addition, although S&P's base case
provides for heightened capital spending in 2014; should this
persist beyond that year and weigh on the ability to pay down debt
in subsequent years, especially in light of possibly higher coal
costs beyond 2018, S&P could also lower the rating.  By contrast,
S&P could raise the rating if its appraisal of the PJM and the
Southwest Mid-Atlantic Area Council market energy markets
improves, coupled with stabilized O&M costs; this would largely
mitigate refinancing risk, which is already low for this project.


REVSTONE INDUSTRIES: Balks at Engagement of Ramaekers Group
-----------------------------------------------------------
Revstone Industries LLC, et al., opposed the motions of Homer W.
McClarty, trustee for Equity Security Holders owning 100% of the
debtor Spara, LLC, for entry of an order:

   i) directing John C. DiDonato, president and chief
restructuring officer of the Debtor, to refrain from selling
assets of the Debtor pending filing of a Plan of Reorganization;

  ii) authorizing the employment of The Ramaekers Group LLC to
provide the services of Ramaekers and three additional TRG
employees; and

iii) terminating the services of Huron Consulting Services LLC,
which provides Revstone and affiliates with a chief restructuring
officer, John C. DiDonato and other management personnel.

According to the Debtor, Mr. McClarty represented that he is the
trustee of trusts that are identified collectively as the
"Hofmeister Children's Trusts", that the Trusts own 100% of the
equity of non-debtor Ascalon Enterprises, LLC, that Ascalon owns
100% of the equity of Revstone and Spara, LLC, and
that Ascalon has retained Lawrence J. Ramaekers to be the "person
responsible for the Debtors-in-Possession."

The Debtors asserted that the motion is an effort by the Debtors'
former president and chairman, George S. Hofmeister to reassert
control over the Debtors, out of concern that the Debtors, under
the direction of their independent CR0, will reach a resolution of
these cases that is not to his liking.

The Debtors also related that there is no substantive basis for
the relief he sought.  First, the motion is brought by a party
without standing.  Only the Debtors have authority to move to
employ or terminate professionals.  Second, Section 363 cannot be
used to circumvent the requirement that professionals be
disinterested, which TRG clearly is not.  Third, the motion offers
no legal basis for vacating the order authorizing Huron's
employment.

The Official Committee of Unsecured Creditors also objected to the
trustee's motion, stating that the Court cannot and must not
appoint a responsible person because the person will lack any
fiduciary duties to other parties-in interest.

Mr. McClarty failed to properly serve the motion on any party-in-
interest, let alone those parties by the Federal Rules of
Bankruptcy procedure and the local rules of bankruptcy practice
and procedure for the U.S. Bankruptcy Court.

Further involvement of Huron must be decided by a Chapter 11
trustee.

Boston Finance Group, LLC, in a separate filing, joined in the
objection of the Committee to the trustee motion to provide a
person responsible for the debtors-in possession and additional
personnel for the Debtors.

The Pension Benefit Guaranty Corporation also joined in the
objection of the Committee, saying the appointment of The
Ramaekers Group to manage TPOP, LLC formerly known as Metavation,
would do nothing to facilitate the progression of the case because
it would simply replace current management with another interested
party that is potentially conflicted.

As reported in the Troubled Company Reporter on Dec. 10, 2013,
the Trustee requires The Ramaekers Group to:

   (a) compile data and documents necessary to support the Company
       in its restructuring efforts;

   (b) negotiate with creditors and other stakeholders the terms
       of their proposed treatment in a plans of reorganization;

   (c) negotiate with creditors and other stakeholders the uses of
       cash as required by law or the bankruptcy court during the
       restructuring effort;

   (d) negotiate and document the terms of a debtor-in-possession
       and other financing arrangements;

   (e) compile data and analyses of information necessary to meet
       the reporting requirements that will be mandated by the
       bankruptcy process, and assisting with other aspects of
       managing the interactions with major constituents,
       including covenant compliance, communications, preparation
       for meetings and follow up on requests;

   (f) compile data and analyses necessary to meet the
       requirements and requests of various parties related to
       the Company's restructuring and reorganization;

   (g) compile and format data and analyses necessary to meet the
       financial reporting requirements mandated by the bankruptcy
       code and the U.S. Trustee's office;

   (h) develop plans to address creditor requirements and
       interfacing with creditors and their financial advisors;

   (i) assist management with the on-going forecasting of the
       Company's cash flows and its operations and monitoring and
       analyzing operational and financial condition;

   (j) advise on communication plans for various stakeholders
       including customers, suppliers, employees, and the
       communities in which the Company operates;

   (k) address operational challenges that arise due to the
       reorganization effort, any bankruptcy filings and
       the bankruptcy process;

   (l) prepare for court hearings, for the argument of motions and
       other matters;

   (m) develop a plan of reorganization or liquidation, and
       supporting documents;

   (n) supervise and advise the Company on the sale of operating
       and non-operating assets; and

   (o) perform any other restructure management duties relating to
       the management of the Company.

Ramaekers Group is proposed to be paid at these hourly rates:

       Managing Directors                  $675-$750
       Directors                           $535-$620
       Senior Associates                   $420-$450
       Associates                            $350
       Consultants                           $250
       Analyst                               $175

Ramaekers Group would also be reimbursed for reasonable out-of-
pocket expenses incurred.  Hours spent traveling by a Consultant
as part of the engagement will be billed at 50% of the applicable
rate.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


REVSTONE INDUSTRIES: Spara Balks at Bid to Halt Asset Sale
----------------------------------------------------------
Spara LLC, a debtor-affiliate of Revstone Industries, LLC, et al.,
filed papers in December asking the U.S. Bankruptcy Court for the
District of Delaware to deny the motion of Homer W. McClarty,
Trustee for Equity Security Holders Owning 100% of Debtor, Spara,
LLC, for entry of an order directing John C. Didonato, president
and chief restructuring officer, to refrain from selling assets of
the Debtor pending the filing of a Plan of Reorganization.

According to Spara, the motion is procedurally, factually and
substantively unfounded.  First, it seeks injunctive relief, and
Bankruptcy Rule 7001(7) provides that "a proceeding to obtain an
injunction" is an adversary proceeding.  An injunction cannot be
obtained simply by filing a motion.  Second, the Trusts do not
hold Spara's equity interests.  Those interests are held by
Ascalon Enterprises, LLC.  The Trusts hold the equity interests of
Ascalon.

Boston Finance Group, LLC, also objected to the trustee's motion,
stating that the motion failed to comply with the Federal Rules of
Bankruptcy Procedure and is therefore procedurally improper and
defective.

The Pension Benefit Guaranty Corporation joined in the objection
of the Official Committee of Unsecured Creditors.  The Committee
said the motion is an alleged attempt to protect the assets of the
Trusts, seeks to cease the sale of assets -- including the sale of
Fairfield Casting, Tech Cast, Tech Fab and Valley Towing -- in the
bankruptcy case of Spara.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


REVSTONE INDUSTRIES: Pension Plans Balk at More Exclusivity
-----------------------------------------------------------
Hillsdale Hourly Pension Plan, Hillsdale Salaried Pension Plan,
Revstone Castings Fairfield GMO Local 359 Pension Plan, and the
Fourslides Inc. Pension Plan filed objections to Revstone
Industries et al.'s third motion for an order further extending
the time periods to file and solicit acceptances for that Plan.

According to the Pension Plans, the Debtors have not established
cause for extension, and denying the Debtors' request would
facilitate progress toward a fair and equitable resolution.

A hearing on the matter was held Dec. 11.  Results of the hearing
have yet to be posted on the court docket.

As reported in the Troubled Company Reporter on Nov. 15, 2013,
Boston Finance Group, LLC, opposed any extension of time of the
Debtors' exclusive plan filing period with respect to Spara LLC.

BFG argued that the Debtors have failed to take any action or make
any progress in Spara's case for a year and have done nothing but
pursue litigation against BFG based on purported conduct with
respect to a non-debtor subsidiary, Lexington, that will not, in
even the most favorable circumstances, yield a recovery to Spara.

BFG also noted that the Exclusivity Extension Motion was set to be
heard on Dec. 11, 2013.  In effect, the Motion would not be heard
until 41 days after the expiration of the Debtors' existing
exclusive period, nearly half of the requested extension of time,
BFG points out.  "Due to the late date of the hearing, Spara has
essentially granted itself a de facto extension without cause and
parties-in-interest will therefore be deprived of any opportunity
to participate and meaningfully object to the Motion."

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RURAL/METRO CORP: Completes Restructuring, Exits Chapter 11
-----------------------------------------------------------
Rural/Metro Corporation on Dec. 31 announced its emergence from
Chapter 11 as a reorganized company.

"[Tues]day marks the successful completion of our financial
restructuring and the start of a new chapter for our Company,"
said Scott A. Bartos, President and Chief Executive Officer of
Rural/Metro.   "As a stronger and more competitive company, we
will continue to invest in infrastructure and technology and
advance our commitment to providing state-of-the-art medical
transportation and fire services.  Importantly, I want to thank
all Rural/Metro employees, whose tireless efforts have been
instrumental to our successful restructuring.  I am excited
to begin 2014 as the new and improved Rural/Metro."

As previously announced, Rural/Metro's Plan of Reorganization was
confirmed by the U.S. Bankruptcy Court for the District of
Delaware on December 17, 2013.  Rural/Metro has met all closing
conditions of its Plan of Reorganization.  Through its financial
restructuring, Rural/Metro has reduced its financial indebtedness
by approximately 50 percent.  In addition, Rural/Metro's
bondholders will provide the Company with a new equity capital
infusion of $135 million to help position the Company for renewed
growth.

Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is
serving as investment banker, and Alvarez & Marsal and FTI
Consulting, Inc. are serving as financial advisors to Rural/Metro.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.

The Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent.  There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.

Interested parties can also contact Rural/Metro's claims agent,
Donlin, Recano & Company, Inc. directly by calling Rural/Metro's
restructuring hotline at 212-771-1128.

Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is
serving as investment banker, and Alvarez & Marsal and FTI
Consulting, Inc. are serving as financial advisors to Rural/Metro.


SCOOTER STORE: Exclusive Plan Filing Period Extended to Feb. 9
--------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of The Scooter
Store Holdings, Inc., et al., the Debtors' exclusive period to
file a Chapter 11 plan through Feb. 9, 2014, and their exclusive
period to solicit acceptances of that plan through April 9, 2014.

As reported by the Troubled Company Reporter on Nov. 15, 2013, the
previous exclusivity period had not afforded the Debtors with
sufficient time to complete the orderly liquidation of their
assets while simultaneously planning the best manner in which to
wrap up their cases.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SENOR FISH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Senor Fish, Inc.
        115 West Main Street
        Alhambra, CA 91801

Case No.: 14-10076

Chapter 11 Petition Date: January 2, 2014

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

Judge: Hon. Richard M Neiter

Debtor's Counsel: Marc Weitz, Esq.
                  LAW OFFICE OF MARC WEITZ
                  633 W 5th St, Ste 2800
                  Los Angeles, CA 90071
                  Tel: 213-223-2350
                  Fax: 213-784-5407
                  Email: marcweitz@weitzlegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Adolfo Enrique Ramirez, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-10076.pdf


SH 130 CONCESSION: Struggles to Pick Up Drivers
-----------------------------------------------
Nathan Koppel and Emily Glazer, writing for Daily Bankruptcy
Review, reported that the "American autobahn" has hit a rough
patch.

According to the report, a Texas toll road that garnered
widespread attention when it opened in 2012 with an 85-mile-an-
hour speed limit---the nation's highest---has run into financial
trouble after failing to attract as many drivers as anticipated.

The 41-mile stretch of State Highway 130 has been billed by its
private operator as an escape hatch from the often congested
freeway that connects the state capital here with San Antonio to
the south, the report related.  But SH 130 Concession Co., the
company that built and runs this portion of the 91-mile state
highway, recently hired restructuring lawyers, according to people
familiar with the matter, who noted that a bankruptcy filing isn't
imminent. Companies often restructure debt without filing for
bankruptcy protection by negotiating with creditors, a process
that can take weeks or months.

SH 130 Concession, whose only business is operating the roll road,
is working on refinancing about $1.1 billion in debt amid lower-
than-expected cash flow, due to weaker-than-forecast traffic,
according to the people familiar with the matter, the report said.

It is the latest in a string of toll-road ventures encountering
financial difficulties amid similar challenges of hefty debt loads
and usage that hasn't met expectations, the report related.  A
company that owns four toll roads in Alabama and a toll tunnel in
Detroit filed for, and emerged from, bankruptcy protection in
2013, for example.


SIMPLY WHEELZ: Bankruptcy Judge Approves Sale to Catalyst
---------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that a
bankruptcy judge has approved a deal that allows a Canadian
private-equity firm to buy Advantage Rent a Car, the fourth
largest U.S. independent rental-car chain.

According to the report, Judge Edward Ellington enables
Advantage's roughly 70 rental-car locations to be taken over by
Catalyst Capital Group Inc., which promised to pay for the deal by
forgiving a $46 million bankruptcy loan it extended to the car-
rental company shortly after it filed for bankruptcy in November.

The 1,800-worker Advantage chain, which is based in a suburb of
Jackson, Miss., filed for Chapter 11 protection after former owner
Hertz Global Holdings Inc. threatened to take back some of the
roughly 24,000 vehicles that Advantage continued to use after it
was sold off in 2012 in the midst of a dispute, the report
related.

As a part of its break from Hertz, Advantage was required to
auction off the vehicles it got in the deal by Dec. 31, 2013, and
give that money to Hertz, the report said.  As those cars began to
sell, Advantage officials said the first batches sold for prices
that were less than values set by Hertz.

Under the deal though, Advantage was on the hook to pay the
difference between the auction sale price and an amount previously
set by Hertz, the report further related.  By October, the company
had lost about $1,633 a vehicle -- an $8.6 million loss -- on the
sale of the 5,295 vehicles, Chief Executive Thomas P. McDonnell
III said in court papers.

                    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.


SPECTRASCIENCE INC: Investor Buys $263,157 Unsecured Debentures
---------------------------------------------------------------
SpectraScience, Inc., on December 20, 2013, entered into a
subscription agreement with an accredited investor -- the
"Purchaser" -- pursuant to which the Purchaser purchased a 5%
original issue discount unsecured convertible debenture of the
Company with a principal amount of $263,157.90.  The Purchaser may
initially convert the Debenture into shares of the Company's
common stock at a conversion price equal to $0.045, subject to
adjustment, together with a five-year warrant to purchase that
number of shares of the Company's common stock equal to 50% of the
number of shares of common stock initially issuable upon
conversion of the Debenture, at an exercise price equal to $0.09
per share, subject to adjustment.  The conversion price of the
Debenture and the exercise price of the Warrant are subject to
customary adjustment provisions for stock splits, stock dividends,
recapitalizations and the like.

The Subscription Agreement contains certain customary subscriber
and Company representations and warranties, and certain risk
factors related to the private placement and the Company.

The Debenture provides that the Company will pay interest to the
holder at an interest rate of 10% per annum on principal being
converted on any voluntary conversion date (as to that principal
amount then being converted), and will pay interest to the holder
at the same rate on the maturity date of December 20, 2014.  The
Company may pay interest due either in cash or, at its option, in
shares of its common stock.  The Debenture also contains certain
customary negative covenants and events of default, including the
Company's failure to pay principal and interest, material defaults
under the other transaction documents, bankruptcy, and the
Company's failure to deliver common stock certificates after a
conversion date.  Finally, the Debenture provides that, to be
effective, action taken pursuant to the Debenture, including but
not limited to amendments, waivers or declaration of defaults
(which shall accelerate payment of principal, interest, and all
other amounts owing on the Debenture), requires the affirmative
consent of holders of 25% of the outstanding aggregate principal
amount of debentures of the same series.

The Warrants are exercisable at an exercise price equal to $0.09
per share until the Warrant termination date of December 20, 2018.
The Warrants contain a cashless exercise provision. In the event
the Purchaser exercises the Warrants on a cashless basis, the
Company will not receive any proceeds.

The Securities were offered and sold on a best efforts basis.  The
Company hired a consultant, Mr. John Evey, to assist in the
offering and sale process pursuant to a Consulting Agreement with
Mr. Evey, dated July 18, 2013.  Under the Consulting Agreement,
the Company will pay the Consultant a cash fee of $20,000 in
connection with the sale of the Securities.

                       About SpectraScience

SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical
device company that designs, develops, manufactures and markets
spectrophotometry systems capable of determining whether tissue is
normal, pre-cancerous or cancerous without physically removing
tissue from the body.  The WavSTAT(TM) Optical Biopsy System uses
light to optically scan tissue and provide the physician with an
immediate analysis.

                           *     *     *

As reported in the TCR on April 25, 2013, McGladrey LLP, in Des
Moines, Iowa, in its report on the Company's financial statements
for the year ended Dec. 31, 2012, said the Company has suffered
recurring losses from operations and its ability to continue as a
going concern is dependent on the Company's ability to attract
investors and generate cash through issuance of equity instruments
and convertible debt.  "This raises substantial doubt about the
Company's ability to continue as a going concern."


STRATUS MEDIA: Sells $650,000 Convertible Notes
-----------------------------------------------
Stratus Media Group, Inc., on Dec. 19, 2013, entered into a Note
Purchase Agreement with Carolina Preferred High Yield Fund
pursuant to which the Company sold to Carolina, and Carolina
agreed to purchase from the Company a Secured Convertible Note in
the principal amount of $500,000.  Also, on Dec. 19, 2013, the
Company issued a Convertible Promissory Note to Sol J. Barer,
Ph.D., in the principal amount of $150,000.  Dr. Barer is the
Company's Chairman of the Board.  Each of the Carolina Note and
the Barer Note is for a term of six months with the right of the
Company to request an extension of the maturity date for an
additional six-month period.  Each Note bears interest at the rate
of 10 percent per annum with accrued interest due on the
applicable maturity date.  Each note is secured by the assets of
the Company. Upon the closing of a financing involving the sale of
equity, debt or a combination of equity and debt in one or more
transactions in which either the Company or its subsidiaries
receives gross proceeds of at least $7,500,000 on or before the
applicable maturity date, the applicable Note, together with
accrued interest, will be converted into securities issued in the
Qualified Financing at a conversion price equal to 50 percent of
the purchase price per share or unit of the securities.  The
securities underlying the Notes are subject to piggyback rights in
favor of the holder.

The Company intends to use the aggregate net proceeds from the
sale of the Notes for working capital and general corporate
purposes.

Separately, on Dec. 18, 2013, the Company entered into an Advisory
Agreement with Siskey Capital, LLC, to perform services related to
financial consulting matters for a term of three years.  As
compensation for the services to be performed by Siskey, Siskey is
to receive a retainer of 3,300,000 shares of the Company's common
stock.

                         About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $3.23 million in total assets, $9.57
million in total liabilities, all current, and a $6.33 million
total shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


STELLAR BIOTECHNOLOGIES: Annual Meeting Set on February 13
----------------------------------------------------------
Stellar Biotechnologies, Inc., will hold an annual general and
special meeting of shareholders on Feb. 13, 2014.  The record date
for the shareholders entitled to vote at the Meeting has been set
as shareholders of record as at the close of business on Jan. 9,
2014.

The Company also announced that the board of directors of the
Company approved an advance notice policy on Oct. 31, 2013.  The
Advance Notice Policy includes, among other things, a provision
that requires advance notice be given to the Company in
circumstances where nominations of persons for election to the
Board are made by shareholders of the Company other than pursuant
to: (i) a requisition of a meeting made pursuant to the provisions
of the Business Corporations Act (British Columbia); or (ii) a
shareholder proposal made pursuant to the provisions of the BCA.

Additionally, the Advance Notice Policy sets a deadline by which
holders of record of common shares of the Company must submit
director nominations to the Company prior to any annual or special
meeting of shareholders, sets forth the information that a
shareholder must include in the notice to the Company, and
establishes the form in which the shareholder must submit the
notice for that notice to be in proper written form.

In the case of an annual meeting of shareholders, notice to the
Company must be made not less than 30 days nor more than 65 days
prior to the date of the annual meeting.  However, in the event
that the annual meeting is to be held on a date that is less than
40 days after the date on which the first public announcement of
the date of the annual meeting was made, notice may be made not
later than the close of business on the tenth (10th) day following
such public announcement.

In the case of a special meeting of shareholders (which is not
also an annual meeting) notice to the Company must be made not
later than the close of business on the fifteenth (15th) day
following the day on which the first public announcement of the
date of the special meeting was made.

The Advance Notice Policy is in full force and effect as of the
date it was approved.  In accordance with the terms of the Advance
Notice Policy, the Advance Notice Policy will be put to
shareholders of the Company for approval at the Meeting, and if
the Advance Notice Policy is not confirmed at the Meeting by
ordinary resolution of shareholders, the Advance Notice Policy
will terminate and be of no further force and effect following the
termination of the Meeting.

For purposes of the Meeting, in accordance with the terms of the
Advance Notice Policy, the Board has determined that notice of
nominations of persons for election to the Board at the Meeting
must be made by Jan.6, 2014.  That notice must be in the form, and
given in the manner, prescribed by the Advance Notice Policy, and
the Corporate Secretary of the Company has stipulated
investorrelations@stelllarbiotech.com as an email address for
receipt of such a notice.

The full text of the Advance Notice Policy is available under the
Company's profile on SEDAR at www.sedar.com.

                            About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at May 31, 2013, showed $2.23 million
in total assets, $5.35 million in total liabilities and a $3.11
million total shareholders' deficiency.

"Without raising additional financial resources or achieving
profitable operations, there is substantial doubt about the
ability of the Company to continue as a going concern," the
Company said in its quarterly report for the period ended May 31,
2013.


SUMMIT MATERIALS: S&P Revises Outlook to Stable & Affirms 'B+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook to stable from negative on Denver-based Summit Materials
LLC and affirmed its 'B+' corporate credit rating on the company.

The outlook revision to stable from negative reflects Summit's
improving operating margins over the past several quarters as well
as S&P's expectation that these trends will continue in 2014,
based on better conditions in the company's markets, increased
backlog, and better volume and pricing.

"We expect Summit to generate higher levels of EBITDA in 2014 as a
result of improving operating margins and continued acquisitions.
However, we expect credit measures to remain in a narrow range,
with debt to EBITDA leverage of about 6x, interest coverage of
about 2.3x, and liquidity to remain adequate," said Standard &
Poor's credit analyst Thomas Nadramia.  "Given the company's
private equity ownership, we expect the company to remain "highly
leveraged" over the next 12 months, and any positive cash flow
from operations is likely to be used to help fund additional
acquisitions."

Although S&P considers a downgrade over the next 12 months to be
unlikely, it could lower the ratings if the company's liquidity
position deteriorates due to lower-than-expected cash flows or
EBITDA, resulting in reduced covenant cushion or greater reliance
on revolving credit borrowings, causing S&P's assessment of
liquidity to fall from adequate to "less than adequate" or "weak."
S&P could also lower the rating if already high leverage and debt
levels exceed its forecast, causing interest coverage to fall
below 2x due to underperforming acquisitions, resulting in lower-
than-expected EBITDA.

S&P considers an upgrade unlikely in the next 12 months, given
Summit's high leverage and private equity ownership.  S&P believes
Summit will continue to pursue debt-financed acquisitions as part
of its strategy to expand the scale and scope of its aggregate and
heavy materials operations.  However, S&P could consider an
upgrade if operating results outperformed expectations, resulting
in total debt leverage decreasing to below 5x along with a firm
commitment from management and ownership that leverage would
remain at or below that level.


SURTRONICS INC: Smith & Wade Wants Quick Decision on Lease
----------------------------------------------------------
Creditor Smith & Wade objects to Surtronics, Inc.'s motion to
extend the time to assume or reject unexpired lease of
nonresidential real property.

As reported by the Troubled Company Reporter on Oct. 30, 2013, the
Debtor asked the U.S. Bankruptcy Court for the Eastern District of
North Carolina to enlarge the time period within which the Debtor
must assume or reject any unexpired leases of nonresidential real
property by an additional 90 days, or until April 7, 2014.

Smith & Wade, a North Carolina general partnership which owns
certain real property known as 4001 Beryl Drive, 4025 Beryl Drive,
and 508 Method Road, Raleigh, Wake County, North Carolina, entered
into a lease agreement with the Debtor on Oct. 1, 2003, pursuant
to which Smith & Wade, as landlord, leased the Property to the
Debtor as tenant.  Smith & Wade and the Debtor executed a series
of lease addenda, the latest of which was executed on Sept. 6,
2013.  The Debtor currently is, and has been, leasing the Property
as its primary production facility and corporate office.  The
Lease is therefore a lease of nonresidential real property
governed by 11 U.S.C. Section 365(d)(4), Gregory B. Crampton,
Esq., at Nicholls & Crampton, P.A., the attorney for Smith & Wade,
says.

On Oct. 8, 2013, the Debtor filed its proposed Chapter 11
Reorganization Plan and Disclosure Statement.  The proposed Plan
provides:

  7.01. Rejection of Executory Contracts and Unexpired Leases.
        On or before seven days prior to the final hearing
        scheduled on confirmation of this Plan, the Debtor may
        file and serve its Notice of Reject with respect to any
        Executory Contract or Unexpired Leases.  A proof of claim
        arising from the rejection of an executory contract or
        unexpired lease under this section must be filed no later
        than 30 days after the date of the Order confirming this
        Plan.

  7.02. Assumption of Executory Contracts and Unexpired Leases.
        Upon the Effective Date, the Debtor will be conclusively
        deemed to have assumed all executory contracts and
        unexpired leases not expressly rejected either pursuant to
        7.01 or before the date of the order confirming this Plan
        by separate Motion to Assume or Reject Executory
        Contract.

Mr. Crampton says that under the Plan, the Debtor is conclusively
deemed to have assumed any executory contract that it has not
expressly rejected by either the date established in Section 7.01
of the proposed Plan or the date of any order confirming the
proposed Plan.  Allowing the Debtor until April 7, 2014, to assume
or reject the Lease directly contradicts the terms of the Debtor's
proposed Plan, as the confirmation hearing is currently set for
Dec. 19, 2013.  Smith & Wade realizes that the terms of the
proposed Plan are not yet effective or binding on any party, as
the Plan has not been confirmed by the Court.  However, Smith &
Wade hereby requests that any order allowing the Debtor additional
time to reject or assume the Lease be consistent with the terms of
the Debtor's proposed Plan."

Mr. Crampton can be reached at:

         NICHOLLS & CRAMPTON, P.A.
         P.O. Box 18237
         Raleigh, North Carolina 27619
         Tel: (919) 781-1311
         Fax: (919) 782-0465
         E-mail: gcrampton@nichollscrampton.com

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.


SURTRONICS INC: Faces Plan Objections; Hearing Set for Jan. 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina has set for Jan. Jan. 27, 2014, at 10:00 a.m. the
confirmation hearing for Surtronics, Inc.'s Chapter 11 plan.

Smith & Wade, Certain Underwriters at Lloyd's London, and William
H. Wade, Jr., each filed with the Court objections to the Plan on
Dec. 12, 2013.

Gregory B. Crampton, Esq., at Nicholls & Crampton, P.A., the
attorney for Smith & Wade, says that among other things, the Plan
incorrectly designates his client's Class 5 claim as unimpaired.
"The Proposed Plan impairs Smith & Wade's claim by altering Smith
& Wade's legal, equitable and contractual rights to which Smith &
Wade is entitled under the Lease.  As an impaired class, Smith &
Wade is entitled to vote on the Plan," Mr. Crampton states.

Section 8.03 of the Plan highlights the AP and asserts that the
Court should retain jurisdiction "for purposes of adjudicating the
merits of such litigation and affecting the contribution rights by
and between the parties."  A. Scott McKellar, Esq., at Battle,
Winslow, Scott & Wiley, P.A., the attorney for Mr. Wade, says that
his client -- a citizen and resident of Wake County, North
Carolina, and a creditor to the Debtor -- claims that as a party
defendant, his client has potential contribution and other claims
against the Debtor arising from the AP and under CERCLA, yet the
Plan fails to treat Wade as a potential creditor or propose
treatment for his claims under any class of claims.

L. Andrew Watson, Esq., at Butler Pappas Weihmuller Katz Craig
LLP, the attorney for Certain Underwriters at Lloyd's London,
claims that the Plan includes language that may be prejudicial to
the Underwriters, including among other things, paragraph 8A
providing that the Court will retain jurisdiction to make non-core
coverage determinations with respect to the proceeds of
Underwriters policies which are not estate assets within the
meaning of 11 U.S.C. Section 541.  According to Mr. Watson, the
Debtor also failed to give proper notice to the Underwriters, an
interested party in the bankruptcy and related proceedings.  The
Underwriters did not receive notice of the Debtor's filing or the
Courts conditional approval, and did not become aware of the
Debtor's bankruptcy until receipt of the Debtor's Notice of Motion
to Authorize Mediation, filed on Nov. 11, 2013.

Mr. Wade's attorney can be reached at:

         A. Scott McKellar, Esq.,
         BATTLE, WINSLOW, SCOTT & WILEY, P.A.
         P.O. Box 7100
         Rocky Mount, NC 27804-0100
         Tel: (252) 937-2200

The Underwriters' attorney can be reached at:

         L. Andrew Watson, Esq.
         BUTLER PAPPAS WEIHMULLER KATZ CRAIG LLP
         11620 N. Community House Road
         Charlotte, NC 28277
         Tel: (704) 543-2321
         Fax: (704) 543-2324
         E-mail: awatson@butlerpappas.com

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.


SWJ MANAGEMENT: Jan. 13 Hearing on Holdings' Case Dismissal Bid
---------------------------------------------------------------
SWJ Holdings, LLC, filed papers asking the Bankruptcy Court to
dismiss the bankruptcy petition of SWJ Management, LLC, due to the
abuse of the alleged DIP account by Richard Annunziata, the
Debtor's managing member.  The hearing date on the matter is
January 13, 2014, at 10:00 a.m. in Court Room 3D, US Bankruptcy
Court, Martin Luther King Jr. Federal Building, 50 Walnut Street,
Newark, NJ 07102.

                       About SWJ Management LLC

New York-based SWJ Management LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 13-12123) on June 28, 2013.  The Law Offices of
David Carlebach, Esq., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $50 million to $100 million in both
assets and debts.  The petition was signed by Richard Annunziata,
managing member.

An affiliate, Ridgewood Realty of LL, SK Mulberry Contract, filed
a separate Chapter 11 petition (Case No. 12-14085) on Sept. 28,
2012.

On Sept. 4, 2013, New York Judge Allan Gropper granted the
transfer of SWJ's case to the U.S. Bankruptcy Court for the
District of New Jersey.

No official unsecured creditors committee has been appointed in
SWJ's case.


TDF GUAYNABO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: TDF Guaynabo Inc.
           aka Tierra del Fuego
        PO Box 127
        Guaynabo, PR 00970

Case No.: 14-00003

Chapter 11 Petition Date: January 2, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CUPRILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: 787 977-0515
                  Email: cacuprill@cuprill.com

Total Assets: $404,248

Total Liabilities: $12.11 million

The petition was signed by Julio F. Mendez Munoz, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-3.pdf


THATCHED COTTAGE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Thatched Cottage LP
        445 East Main Street
        Centerport, NY 11721

Case No.: 14-70002

Chapter 11 Petition Date: January 2, 2014

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

Judge: Hon. Robert E. Grossman

Debtor's Counsel: Fred S Kantrow, Esq.
                  THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
                  38 New Street
                  Huntington, NY 11743
                  Tel: (631) 423-8527
                  Fax: (631) 423-4536
                  Email: fkantrow@avrumrosenlaw.com

                     - and -

                  Avrum J Rosen, Esq.
                  THE LAW OFFICES OF AVRUM J ROSEN, PLLC
                  38 New Street
                  Huntington, NY
                  Tel: 631-423-8527
                  Fax: 631-423-4536
                  Email: ajrlaw@aol.com

Total Assets: $8 million

Total Liabilities: $9.29 million

The petition was signed by Ralph Colamussi, managing partner.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb14-70002.pdf


TOWER GROUP: Fitch Cuts IDR to 'CC', Rating on Watch Negative
-------------------------------------------------------------
Fitch Ratings has downgraded Tower Group International, Ltd.'s
(TWGP) Issuer Default Rating (IDR) to 'CC' from 'B' and Tower's
operating subsidiaries' (collectively referred to as Tower)
Insurer Financial Strength (IFS) ratings to 'B' from 'BB'.
All downgraded ratings remain on Rating Watch Negative pending the
company's exploration of strategic alternatives.  A full list of
rating actions follows at the end of this release.

Key Rating Drivers

Fitch's rating actions follows a review of Tower's third quarter
2013 statutory financial statement filings and recent GAAP
disclosures.  The company will incur an additional $75 - 105
million in third quarter 2013 GAAP adverse reserve development on
top of the $364 million previously taken in the first half of
2013.

The majority of the reserve development has been centered in
accident years 2008-2011 for workers' compensation, commercial
multi-peril liability, other liability, and commercial auto
liability.  Most of the adverse reserve development originates
from Tower's growth in program business via acquisitions during
the soft market in long tailed lines of business coupled with
inadequate internal controls relating to the loss reserving
process.

Tower's inability to timely produce accurate financial statements
has led Fitch to consider its level of corporate governance to be
ineffective.

Since Fitch's last review in October 2013, the agency believes
Tower's competitive position has been substantially reduced and
has material concerns about Tower's ability to maintain current
business.  Tower engaged an investment bank to explore strategic
alternatives but no alternatives have been publicly announced to
date.

In December 2013, Tower was able to liquidate a holding company
investment and use the proceeds to pay off the $70 million in bank
debt that would have matured in early 2014, thus eliminating a
near term liquidity concern.  However, management has not publicly
stated any plans to adequately address the $150 million in senior
unsecured debt that comes due in September 2014 and current
holding company resources are insufficient to completely satisfy
the obligation.

With the most recent adverse reserve charges, Fitch has concerns
that some of the US operating subsidiaries have Risk Based Capital
(RBC) ratios below the Company Action Level.  In Bermuda, Tower
Reinsurance Limited's (TRL) solvency ratio is below that of the
minimums established by the Bermuda Monetary Authority (BMA) but
Tower is working with the BMA to transfer certain assets of
another Bermuda subsidiary to cure the deficiencies at TRL.

While Fitch aspires to develop specific bespoke recovery estimates
for IDR ratings of 'B+' or lower, the agency was not able to
arrive at a robust Recovery Ratings (RR) for Tower due to several
reasons including: the high risk of litigation, the rapid
deterioration in reserves, ineffective corporate governance, and
untimely public updates of financial information.  For these
reasons, Fitch has determined this is a limitation of the issue
ratings and is using standard notching of RR5 for the $150 million
senior convertible note due in September 2014.

Rating Sensitivities

The following is a list of key rating triggers that could lead to
a ratings downgrade:

   -- Further adverse reserve development or announcement of
      additional losses by the company;

   -- Inability to have US based operating company RBC ratios
      above the Company Action Level and Bermuda based operations
      capital solvency ratios above minimum threshold set by BMA;

   -- Inability to meet financial obligations of the operating or
      holding company.

The following is a list of key rating triggers that could lead to
the ratings being upgraded:

   -- A buyout of the company from a materially stronger parent
      that infuses sufficient capital to satisfy all obligations;

   -- A successful refinancing of the upcoming debt maturity.

Fitch has downgraded the following ratings and maintained the
Rating Watch Negative:

Tower Group International, Ltd.
   -- IDR to 'CC' from 'B'.

Tower Group, Inc.

   -- IDR to 'CC' from 'B';
   -- 5% senior convertible debt rating to 'C/RR5' from 'B-'.

Tower Insurance Company of New York
Tower National Insurance Company
Preserver Insurance Company
CastlePoint National Insurance Company
York Insurance Company of Maine
Hermitage Insurance Company
CastlePoint Florida Insurance Company
North East Insurance Company
Massachusetts Homeland Insurance Company
CastlePoint Insurance Company
Kodiak Insurance Company
   -- IFS ratings to 'B' from 'BB'.


TOYS 'R' US: S&P Lowers Rating on $13.09MM Cl. A-1 Certs to 'CCC'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Corporate-Backed Trust Certificates Toys "R" Us Debentures-Backed
Series 2001-31 Trust's $13.09 million class A-1 certificates to
'CCC' from 'CCC+'.

S&P's rating on the class A-1 certificates is dependent on its
rating on the underlying security, Toys "R" Us Delaware Inc.'s
8.75% debentures due Sept. 1, 2021 ('CCC').

The rating action reflects the Dec. 19, 2013, lowering of S&P's
rating on the underlying security to 'CCC' from 'CCC+'.  S&P may
take subsequent rating actions on the class A-1 certificates due
to changes in its rating assigned to the underlying security.



TRIGEANT LIMITED: Okayed to Incur $267,874 of Unsecured Financing
-----------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, in a third interim order, authorized
Trigeant, Ltd., to borrow an additional $267,874 of unsecured
financing from Harry Sargeant, Jr., a beneficiary owner of the
Debtor.

The loan will bear interest at 7% per annum.  The Debtor will make
no payments due until the earlier of: (i) confirmation of the Plan
of Reorganization; (ii) dismissal of the case; (iii) the
appointment of a Chapter 11 trustee; (iv) an event of default; or
(v) conversion of the case to Chapter 7.

Previously, the Debtor was authorized to immediately borrow up to
$50,000 from the lender to be used solely to transition the
utilities of the refinery.

Latin America Investments Ltd. and Sargeant Trading, Ltd. agreed
to guarantee repayment of all indebtedness to the lender.  The
guarantors agree that their guaranty will be secured by all of the
guarantors' assets.

All funds advanced by the lender, including interest, will be
treated as an administrative expense and there will be no lien
securing the indebtedness to 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.


TXU CORP: 2014 Bank Debt Trades at 30% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 70.30 cents-on-the-
dollar during the week ended Friday, Jan. 3, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.27
percentage points from the previous week, The Journal relates. TXU
Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TXU CORP: 2017 Bank Debt Trades at 31% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 68.90 cents-on-the-
dollar during the week ended Friday, Jan. 3, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.18
percentage points from the previous week, The Journal relates. TXU
Corp. pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


VELTI PLC: Closes Sale of Mobile Marketing Business to GSO Capital
------------------------------------------------------------------
Velti plc on Jan. 3 disclosed that the Company has closed the sale
of its mobile marketing business to affiliates of GSO Capital
Partners LP, the credit division of Blackstone.

The transaction includes the sale of business lines operated by
Velti Inc. and Air2Web Inc. in the U.S., Air2Web India, Velti DR
Limited and Mobile Interactive Group, Ltd. in the U.K., and Velti
Netherlands B.V. in the Netherlands.

As previously announced, the Company is operating its U.S.
operations as debtors-in-possession under the protection of the
U.S. bankruptcy laws, while the Company's operations in the U.K.,
Greece, China, Brazil, India, Russia, the United Arab Emirates,
and other jurisdictions outside the U.S. are continuing normal
business operations.

Upon [Thurs]day's closing of the transaction, the mobile marketing
businesses sold to GSO are no longer operating under U.S.
bankruptcy protection.

The U.K. business lines included in the sale, including Velti DR
Limited and Mobile Interactive Group, Ltd., were sold to GSO
through an administration process that was commenced today in
London.  Those business lines are no longer a part of the U.K.
administration process.

The remainder of the Company's business lines, primarily
consisting of its Performance Marketing Business Unit operated out
of Greece, and with business in Central and Eastern Europe and the
Middle East, will continue to operate normally.

                        About Velti Inc.

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

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

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq.,
at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq.,
at DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have
also tapped Jefferies LLC as investment banker, Sitrick Brincko
Group LLC, as corporate communications consultants, and BMC
Group, Inc., as claims and noticing agent.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended US$25 million
of postpetition financing to the Debtors.  The DIP Lenders, which
are also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett
LLP, in New York.

An Official Committee of Unsecured Creditors has been appointed
in the Debtors' cases.  The Committee has tapped McGuireWoods LLP
as lead counsel and Morris, Nichols, Arsht & Tunnell LLP as
Delaware co-counsel.  Asgaard Capital LLC serves as financial
advisor to the Committee.  Capstone Advisory Group LLC serves as
consultant.


VERMILLION INC: Larry Feinberg Held 19.9% Equity Stake at Dec. 19
-----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Larry N. Feinberg and his affiliates
disclosed that as of Dec. 19, 2013, they beneficially owned
7,139,960 shares of common stock of Vermillion, Inc., representing
19.93 percent of the shares outstanding.  Mr. Feinberg previously
reported beneficial ownership of 7,139,960 common shares or 25.91
percent equity stake as of June 12, 2013.  A copy of the amended
regulatory filing is available at http://is.gd/YfxY2D

                          About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012 as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $15.08 million in total
assets, $4.84 million in total liabilities, and stockholders'
equity of $10.25 million.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VERMILLION INC: Adam Usdan Held 3.8% Equity Stake at Dec. 19
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Feinberg Family Trust and Adam Usdan
disclosed that as of Dec. 19, 2013, they beneficially owned
1,361,000 shares of common stock of Vermillion, Inc., representing
3.8 percent of the shares outstanding.  Mr. Usdan previously
reported beneficial ownership of 1,361,000 common shares or 5.66
percent equity stake as of June 12, 2013.  A copy of the
regulatory filing is available at http://is.gd/s5PgFk

                          About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $7.14 million in 2012, as
compared with a net loss of $17.79 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $15.08 million in total
assets, $4.84 million in total liabilities, and stockholders'
equity of $10.25 million.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VERTIS HOLDINGS: Trust Fund Agreement Approved
----------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Vertis Holdings' motion for an order authorizing its entry into a
remediation trust fund (RFS) agreement.

As previously reported, "Pursuant to the Remediation Agreement and
ISRA, Webcraft posted the RFS in connection with the Property
prior to the Petition Date to guarantee certain of Webcraft's
obligations under the Remediation Agreement. Failure to maintain
the RFS would result in a breach of the Remediation Agreement and
potentially subject Webcraft to material adverse consequences by
New Jersey Department of Environmental Protection (NJDEP)....Of
note, the Debtors believe that a conflict necessarily arises by
virtue of GRS&D serving both as an ordinary course professional to
the Debtors' estates and as replacement trustee under the
Agreement. The Debtors do recognize, however, that it is possible
that a conflict might arise in the future as a result of GRS&D's
dual roles as ordinary course environmental counsel to the Debtors
and as replacement trustee under the Agreement. In that regard,
the Debtors have discussed any such potential future conflict
situation with GRS&D, and the Debtors and GRS&D have agreed that
in the event that such conflict does arise in the future, GRS&D
shall either promptly withdraw as ordinary course environmental
counsel to the Debtors or resign as replacement trustee under the
Agreement, effective as of date that any such conflict arises."

                        About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VILLAGE AT KNAPP'S: Banks Object to Cash Collateral Use
-------------------------------------------------------
Comerica Bank and International Bank of Chicago filed objections
with the U.S. Bankruptcy Court for the Western District of
Michigan against The Village at Knapp's Crossing, L.L.C.'s motion
for authorization to use cash collateral.

As reported by the Troubled Company Reporter on Dec. 4, 2013, the
Debtor sought approval from the Court to use cash collateral to
carry on its business in the ordinary course and to pay
administrative expenses in the instant Chapter 11 bankruptcy,
including, without limitation, the payment of the professional
fees of Tishkoff & Associates PLLC; Robert Attmore, Esq.; and John
S Huizinga CPA.  The Debtor said that secured creditor IBOC's
claims and interest are clearly adequately protected by the equity
found in the Debtor's properties.

In a court filing dated Dec. 17, 2013, IBOC objected to the
Debtor's use of cash collateral, saying that "the motion does not
propose that Debtor make periodic payments to IBOC, since it has
no other money, or grant IBOC replacement liens in unencumbered
property, since Debtor apparently doesn't own any.  Instead,
Debtor makes totally unfounded claims for the value of IBOC's
collateral, and asserts that this fictional equity cushion
provides adequate protection for the Debtor's use of IBOC's cash."
The motion does not contain the key part of a cash collateral
motion -- a clear budget of what the Debtor intends to spend if
given the opportunity, IBOC added.

In its Dec. 18, 2013 court filing, Comerica objected to the
Debtor's cash collateral use on the basis that the Debtor seeks to
use rent revenues generated by real property owned by S.D. Benner,
LLC, the sole member of the Debtor.  According to Comerica, the
Debtor has no interest in the property, or the leases.  Comerica
stated that there is no obligation that requires S.D. Benner to
make any payments to the Debtor, and that S.D. Benner's Sixth
Amended Plan of Reorganization, confirmed on Jan. 22, 2013, does
not permit such payments.  There is no document of record on the
1410 Property requiring S.D. Benner to make any payments to the
Debtor, or a document that states that rents generated from the
1410 Property should be paid to the Debtor, Comerica added.  S.D.
Benner would not then be obligated to make those payments to the
Debtor.

Comerica claimed that it is entitled to the cash flow from that
property under S.D. Benner's confirmed plan of reorganization.  In
the Plan, S.D. Benner agreed to collaterally assign its membership
interest in Debtor to Comerica.

IBOC is represented by:

         BARACK FERRAZZANO KIRSCHBAUM & NAGELBERG LLP
         Robert D. Nachman, Esq.
         200 West Madison Street, Suite 3900
         Chicago, IL 60606
         Tel: (312) 629-5175
         E-mail: robert.nachman@bfkn.com

                  - and -

         DYKEMA GOSSETT PLLC
         Melissa C. Brown, Esq.
         300 Ottawa Avenue, N.W., Suite 700
         Grand Rapids, MI 49503-2306
         Tel: (616) 776-7566
         E-mail: mbrown@dykema.com

Comerica is represented by:

         MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
         Steven A. Roach, Esq.
         150 West Jefferson, Suite 2500
         Detroit, MI 48226
         Tel: (313) 496-7933
         Fax: (313) 496-8452
         E-mail: roach@millercanfield.com

                     About Village at Knapp's

The Village at Knapp's Crossing, L.L.C., is in the business of
real estate development, leasing, and operations.  It owns a
number of properties in Grand Rapids and Grand Rapids Township,
Michigan.

Village at Knapp's filed for Chapter 11 (Bankr. W.D. Mich. Case
No. 13-06094) on July 25, 2013.  Judge Scott W. Dales handles the
case.  On the Petition Date, the Debtor estimated its assets and
debts at $10 million to $50 million.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Tishkoff & Associates PLLC is the Debtor's bankruptcy counsel.
Robert Attmore, Esq., is the Debtor's special counsel.


VILLAGE AT KNAPP'S: US Trustee & FCB Object to Ch. 11 Plan
----------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, and
creditor First Community Bank filed with the U.S. Bankruptcy Court
for the Western District of Michigan objections to The Village at
Knapp's Crossing, L.L.C.'s Chapter 11 Plan.

As reported by the Troubled Company Reporter on Dec. 18, 2013, the
Court will convene a hearing on Jan. 15, 2014, at 2:00 p.m., to
consider the adequacy of information in the Disclosure Statement
explaining the Debtor's Plan, which proposes to repay claims from
funds generated by continued operations and the possible sale of
certain properties of the Debtor.

In a court filing dated Dec. 19, the U.S. Trustee stated that
based upon the Debtor's operations in Chapter 11 to date, the Plan
isn't feasible.  The U.S. Trustee believes that the Debtor has
sustained an average loss per month of $22,034 since filing, and
that the plan payments will be $28,717 monthly.  The Disclosure
Statement should explain how the Debtor believes this Plan can
work, the U.S. Trustee said.

The U.S. Trustee wants the plan to be amended to, among other
things: (i) provide that if the case converts to one under
Chapter 7 of the Bankruptcy Code post-confirmation, then all
property of the Debtor as of conversion will become property of
the Chapter 7 estate; and (ii) disclose the identities and
compensation of all insiders of the Debtor to be retained after
the confirmation of the plan.

In its Dec. 27, 2013 objection, FCB, the holder of a secured
claim, said that the Plan is not proposed in good faith.  "While
the Plan purports to treat FCB as fully secured, it does so with
an amortization rate over 20 years, as opposed to the two years
from inception of the note which have now passed.  The maturity
date of the note was Oct. 5, 2011.  The rate of interest and
monthly payment amounts provided for FCB do not represent the
Default Rate and both the amortization of FCB's claim and the
interest rate applied to said claim are inherently unreasonable
and not proposed in good faith," FCB stated.

FCB further complained in its Dec. 27 filing that, among other
things, (i) the Plan proposes to pay FCB less than the present
value of the properties; (ii) the Plan does not propose to pay FCB
the indubitable equivalent of its claim; and (iii) the Plan does
not provide any provision for payment of insurance on the
Properties.

FCB is represented by:

         KREIS, ENDERLE, HUDGINS & BORSOS, P.C.
         Thomas G. King, Esq.
         One Moorsbridge Road; PO Box 4010
         Kalamazoo, Michigan 49003-4010
         Tel: (269) 324-3000
         E-mail: tking@KreisEnderle.com

                     About Village at Knapp's

The Village at Knapp's Crossing, L.L.C., is in the business of
real estate development, leasing, and operations.  It owns a
number of properties in Grand Rapids and Grand Rapids Township,
Michigan.

Village at Knapp's filed for Chapter 11 (Bankr. W.D. Mich. Case
No. 13-06094) on July 25, 2013.  Judge Scott W. Dales handles the
case.  On the Petition Date, the Debtor estimated its assets and
debts at $10 million to $50 million.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Tishkoff & Associates PLLC is the Debtor's bankruptcy counsel.
Robert Attmore, Esq., is the Debtor's special counsel.


WALKER LAND: Has Access to WF Cash Collateral Until Feb. 12
-----------------------------------------------------------
The Bankruptcy Court continued until Feb. 12, 2014, at 9:00 a.m.,
the hearing to consider Walker Land & Cattle LLC's motion for
authorization to use cash collateral which Wells Fargo Bank
National Association asserts an interest.

At the hearing held Dec. 11, the Court, on the interim basis,
authorized the Debtor to use cash collateral until Feb. 12, to pay
its general operating expenses.

At the hearing, the Court also considered Wells Fargo's second
objection to the interim use of cash collateral.

Wells Fargo stated the Debtor's proposed budget continues to
include line items and budgeted amounts that appear to be
excessive and unjustified.  Over the course of 10 weeks, during
the dead of winter, the Debtor proposes to expend approximately
$1.2 million of Wells Fargo's cash collateral on its farming
operations.

As reported in the Troubled Company Reporter on Nov. 26, 2013, the
Debtor stated that without permission to use cash collateral
pending presentation and confirmation of a Chapter 11 plan of
reorganization, the Debtor will be unable to reorganize.

The Debtor is willing to give adequate protection by granting a
revolving postpetition adequate protection lien in postpetition
receivables, to the same extent, value and priority as existed as
of the Petition Date, to the extent of cash collateral actually
used, and to the extent that the respective real properties do not
have a sufficient equity cushion to adequately protect the
prepetition secured creditors.

                 About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The Debtor estimated assets and liabilities ranging from $50
million to $100 million.  The petition was signed by Roland N.
(Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.


WATERFRONT OFFICE: Hearing on Cash Use Continued Until Jan. 28
--------------------------------------------------------------
The Bankruptcy Court continued until Jan. 28, 2014, the hearing to
consider the request of Waterfront Office Building, LP, and Summer
Office Building, LP, to use cash collateral.

At the hearing, the Court will also consider the objection filed
by secured creditor Deutsche Genossenschafts-Hypothekenbank AG.

As of the Petition Date, secured creditor alleges a first priority
secured claim against the Debtors' real estate, including the
Debtor's rents.

As reported in the Troubled Company Reporter on Oct. 4, 2013, the
rents constitute cash collateral.  The Debtors are prohibited from
using the rents other than in accordance with the Budget without
the written agreement of the secured creditor.

The Debtors' use and disbursement of the rents will be consistent
with the Lockbox Agreement dated as of July 18, 2007, between the
Debtors and the Secured Creditor.

As adequate protection for the preliminary use of the rents by the
Debtors, the Secured Creditor is granted replacement and/or
substitute liens (subject only to a carveout for amounts payable
by the Debtors under (i) 28 U.S.C. Sec. 1930(a)(6), and (ii)
approved fees and expenses of the Debtors' and any Committee's
court approved professionals) in all pre-petition and post-
petition assets and proceeds of the same, excluding any bankruptcy
avoidance causes of action.

               About Waterfront Office Building &
                      Summer Office Building

Stamford, Conn.-based Waterfront Office Building, LP, filed a
voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 12-52121)
in Bridgeport on Nov. 27, 2012, listing $50 million to $100
million in both assets and debts.  The Debtor owns a 206,186
square foot multi-tenant office building on 8.1 waterfront acres
with two on site restaurants and an adjacent 71-slip marina.

Summer Office Building, LP, also filed for Chapter 11 (Bankr. D.
Conn. Case No. 12-52122), listing $10 million to $50 million in
assets and $50 million to $100 million in debts.

Judge Alan H.W. Shiff oversees the Chapter 11 cases.  The
petitions were signed by Paul Kuehner, manager of managing member
of sole member of Debtor's GP.

Deustche Genossenschafts-Hypothekenbank AG, secured creditor to
the Debtors, has filed a Chapter 11 Plan and Disclosure Statement,
which proposes to pay all creditors in full on the plan effective
date.  The DG Hyp Plan contemplates satisfaction of DG Hyp's Claim
in exchange for the Debtors' primary assets, the Properties and
amounts held in the Debtors' Accounts.  Under the Plan, DG
Hyp, which holds a senior mortgage on the Properties in excess of
the Properties' appraised value, will take the Properties in
satisfaction of the mortgage.  Dg Hyp will pay in full all real
estate tax claims of the City of Stamford and all Allowed General
Unsecured Claims.  DG Hyp agrees to waive any distribution on
account of the DG Hyp's Deficiency Claim only in the event the DG
Hyp Plan is confirmed by the Bankruptcy Court.  The Plan
designates Class 1 as Other Priority Claims, Class 2 as City of
Stamford Secured Claim, Class 3 as DG Hyp Secured Claim scheduled
at approximately $3.5 million, Class 4 as General Unsecured Claims
estimated to total $350,000, and Class 5 as Equity Interests which
are to be extinguished on the Effective Date.

DG Hyp is represented by John Carberry, Esq., at CUMMING &
LOCKWOOD LLC, in Stamford, Connecticut; and Deborah J. Piazza,
Esq., at Tarter Krinsky & Drogin LLP, in New York.


WESTERN FUNDING: Plans Liquidation After Sale to Westlake Services
------------------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
Las Vegas-based auto lender Western Funding Inc. unveiled a
liquidation plan based on the sale of its primary business to
Westlake Services LLC, a deal that creates a pool of money to
repay some of Western Funding's $30.8 million bank loan.

According to the report, the plan, which was filed in U.S.
Bankruptcy Court in Las Vegas, creates a liquidation trust for the
benefit of unsecured creditors and spells out how the company
would be dissolved. Under the plan, the trust can pursue lawsuits
with any proceeds earmarked for unsecured creditors.

                       About Western Funding

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made in 2012.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
The Debtors tapped FTI Consulting, Inc., as investment bankers to
assist with sales transactions.

Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.  The
Committee retained Amherst Consulting, LLC, as investment banker.


WESTERN FUNDING: Timothy J. Yoo Appointed as Privacy Ombudsman
--------------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 17, sought and
obtained Bankruptcy Court approval to appoint Timothy J. Yoo to
serve as the Consumer Privacy Ombudsman for the jointly
administered cases of Western Funding Inc., Western Funding Inc.
of Nevada, and Global Track GPS, LLC.

To the best of the United States Trustee's knowledge and based on
the Verified Statement he has provided, Mr. has no connections
with the Debtors, the Debtors' creditors, any other parties-in-
interest in the bankruptcy case, their respective attorneys and
accountants, the United States Trustee or persons employed by the
Office of the United States Trustee, except that Timothy J. Yoo
has been appointed in the Central District of California as a
Chapter 7 panel trustee.

Prior to the appointment, the United States Trustee has consulted
or attempted to consult with the following attorneys or parties-
in-interest:

* Matthew C. Zirzow, Esq., of Larson & Zirzow, LLC, counsel to the
  Debtors.

* Brett A. Axelrod, Esq. of Fox Rothschild LLP, counsel to
  Carfinco Financial Group, Inc.

* Jeanette E. McPherson, Esq., of Schwartzer & McPherson Law Firm,
  counsel to the Official Unsecured Creditors Committee.

* Rodney M. Jean, Esq., and Ryan A. Andersen, Esq., of Lionel
  Sawyer & Collins, counsel to BMO Harris Bank.

* Bob L. Olson, Esq. of Snell & Wilmer, L.L.P.

* Ogonna M. Atamoh, Esq. of Cotton, Driggs, Walch, Holley, Woloson
  & Thompson, counsel to Mark Finston and James Haddon.

* Jeffrey G. Sloane, Esq. of Kravitz, Schnitzer, Sloane & Johnson,
  Chtd., counsel to E. Dwight Cope.

* Ryan J. Works, Esq. of McDonald Carano Wilson LLP, counsel to
  Guerin B. Senter.

* Samuel A. Schwartz, Esq. of The Schwartz Law Firm, counsel to
  Nevada Expansion Inc.

* Carmen L. Christopher, Esq. of the Consumer Financial Protection
  Bureau.

* Christopher D. Jaime, Esq. of Maupin, Cox & LeGoy, counsel to
  Class B Members of Harbor Structured Finance, LLC.

Scott Andrew Farrow -- scott.a.farrow@usdoj.gov -- is the acting
Assistant United States Trustee

Edward M. McDonald Jr. -- edward.m.mcdonald@usdoj.gov -- is the
Trial Attorney.

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made in 2012.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
The Debtors tapped FTI Consulting, Inc., as investment bankers to
assist with sales transactions.

Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm,
represents the Official Committee of Unsecured Creditors.  The
Committee retained Amherst Consulting, LLC, as investment banker.


WINDMILL DURANGO: Hearing Today on Cash Collateral Motion
---------------------------------------------------------
The Hon. Laurel E. Davis of the U.S. Bankruptcy Court for the
District of Nevada signed off on a stipulation continuing until
Jan. 6, 2014, at 3:30 p.m., the hearing to consider the request of
Windmill Durango Office II, LLC, to use cash collateral.

Pursuant to a stipulation between the Debtor and Bank of Nevada,
by and through its counsel, Richard F. Holley, Esq., and Ogonna M.
Atamoh, Esq., of the law firm Cotton, Driggs, Walch, Holley,
Woloson & Thompson, the Court will also consider the Debtor's
motions to employ (i) Larson & Zirzow, LLC as general
reorganization counsel; and (ii) Flangas Mcmillan Law Group as
special counsel.

The stipulation also provides that the Debtors are authorized to
use the cash collateral on an interim basis.

                         About Windmill Durango

Windmill Durango Office II, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 13-16523) on July 25, 2013.  The petition
was signed by Jeff Susa, managing member of IDC Windmill Durango,
LLC, the general partner of Windmill Durango, LP, manager and sole
member.  The Debtor disclosed assets of $817,652 and liabilities
of $14,239,365.  Judge Laurel E. Davis presides over the case.
Flangas McMillan Law Group is the Debtor's special corporate and
litigation counsel.

August B. Landis, acting United States Trustee, said that an
official committee under 11 U.S.C. Sec. 1102 has not been
appointed in the bankruptcy case of Windmill Durango Office II,
LLC.


WHEATLAND MARKETPLACE: Creditors Have Until Feb. 28 to File Claims
------------------------------------------------------------------
The Bankruptcy Court established Feb. 28, 2014, as the last day
for any individual or entity to file proofs of claim against
Wheatland Marketplace, LLC.

Governmental units have until May 28, 2014, to file proofs of
claim.

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.
The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan
& Toolis, LLC, in Frankfurt, Illinois, as counsel.  Coleen J.
Lehman Trust and Lucy Koroluk each holds a 50% membership interest
in the Debtor.


* Assignment of Rents Found to Be Inflexible
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a mortgage contains an assignment-of-rent
clause, a bankruptcy trustee isn't entitled to get income from the
property just because the lender hasn't yet exercised its rights
to receive the rents, a New Jersey federal district judge ruled.

According to the report, the case involved an interpretation of a
1995 ruling from the U.S. Court of Appeals in Philadelphia that
rents aren't property of the bankrupt estate if there's an
assignment-of-rents clause in the loan documents. Until revoked,
the bankrupt borrower has a license to collect rents, the
Philadelphia court ruled in that case, known as Jason Realty.

In the New Jersey case, the lender hadn't taken steps to receive
rents after the owner filed a Chapter 7 bankruptcy. The trustee
went to bankruptcy court seeking a turnover of the rents.

U.S. Bankruptcy Judge Novalyn L. Winfield denied the trustee's
request, and U.S. District Judge Kevin McNulty in Newark reached
the same conclusion in an Oct. 22 opinion.

The new case wasn't the same as the 1995 dispute, Judge McNulty
said, because the older case involved a conflict between the
lender and the borrower. "No reading of Jason is entirely
satisfactory in this unusual context," he said.

Judge McNulty found "more merit" in the argument that Jason
"should be applied rigidly and predictably."

Judge McNulty said Winfield would not "officiously" enforce rights
that the lender "was neglecting."

The case is In re Jose Cordova, 13-810, U.S. District Court,
District of New Jersey (Newark).


* Trade Group Appeals Credit Card Fee Deal
------------------------------------------
John Kell, writing for The Wall Street Journal, reported that the
National Retail Federation has filed an appeal over credit-card
transaction fees, seeking to quash a class-action settlement
between merchants and Visa Inc. and MasterCard Inc.

According to the report, the move comes after a federal judge in
December approved a $5.7 billion agreement -- billed as the
largest settlement of an antitrust case -- to end years of
litigation against payment networks Visa and MasterCard as well as
several banks that issue their credit cards. Merchants and their
trade groups sued the companies in 2005, alleging they conspired
to set so-called interchange fees at unfairly high levels.

Despite the accord, several plaintiffs, including the NRF, said
they would appeal the settlement, the report related.  At the time
the ruling was announced, the NRF called the settlement "deeply
flawed."

On Jan. 2, the NRF said it asked the 2nd U.S. Circuit Court of
Appeals to overturn the ruling, the report further related.  NRF's
General Counsel Mallory Duncan said many retailers were displeased
with the settlement, saying "close to 8,000 retailers and
merchants have formally rejected the proposal."

A spokesman from Visa declined to comment on NRF's appeal and
representatives MasterCard weren't immediately available to
comment, the report said.


* Companies on Guard for New Legal Pitfalls
-------------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
top legal officers at many large companies are preparing for
stepped-up scrutiny of their operations by both regulators and
private litigants as they head into 2014.  Among their concerns:
staying up to speed on wage-and-hour rules and anticorruption
laws, while guarding against possible data-security breaches.

The report related that, meanwhile, lawyers with Wall Street banks
and other firms are grappling with a host of new rules put in
place after the 2008 fiscal meltdown.  The Volcker rule, released
late last year, sets new limits on the way banks trade securities,
and it could cost them billions in revenue.  Another rule expected
out in 2014 would change capital and liquidity requirements for
banks operating in the U.S.

All of this has corporate legal departments beefing up internal
risk-and-compliance programs to head off potential violations, the
report said.

"We've come off three years of an extraordinary amount of rule
making," said Simon Fish, general counsel for the Bank of
Montreal, which has more than 12 million customers, two million of
which are served through 620 branches in the U.S., the report
further related.  "I think we are going into a period of ever more
intense scrutiny from shareholders, from the investor community,
from regulators and from our customers."

Financial institutions should expect to face higher than typical
levels of risk from litigation -- and plan for stepped-up
investigations and prosecutions, according to William J. Sweet, a
partner at Skadden, Arps, Slate, Meagher & Flom LLP who heads the
law firm's financial institutions and regulation and enforcement
group, the report added.


* U.S. Mortgage Rates Rise to Highest Since September
-----------------------------------------------------
Prashant Gopal, writing for Bloomberg News, reported that U.S.
mortgage rates rose to the highest since September, increasing
borrowing costs for homebuyers as prices climbed across the
country.

According to the report, the average rate for a 30-year fixed
mortgage was 4.53 percent last week, up from 4.48 percent,
according to a statement on Jan. 3 from Freddie Mac. The average
15-year rate climbed to 3.55 percent from 3.52 percent, the
McLean, Virginia-based mortgage-finance company said.

While a jump in mortgage rates since May has slowed demand, buyers
drove up prices for a limited supply of properties that included
fewer discounted foreclosures, the report related.  Home prices in
20 U.S. cities rose 13.6 percent in October from a year earlier,
the biggest gain since February 2006, according to the S&P/Case-
Shiller index.

"Price growth was given a helping hand by the declining share of
distressed sales," Patrick Newport and Stephanie Karol, economists
at IHS Global Insight in Lexington, Massachusetts, said in a Dec.
31 research note, the report cited.  "Homes which were previously
sold at a heavy discount are no longer fetching a fraction of
their value; this is probably causing the index to overstate home
price appreciation."

Contracts to buy previously owned homes rose 0.2 percent in
November, the first increase in six months, after a 1.2 percent
drop in October that was larger than initially reported, the
National Association of Realtors said on Dec. 30, the report
further related.


* SAC's Cohen Focus of Trial as Martoma Rebuffs U.S.
----------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that Mathew
Martoma may have the one thing prosecutors have been unable to
find in their probe of SAC Capital Advisors LP: a direct link
between founder Steven Cohen and insider trading. Having refused
to cooperate, Martoma now faces trial for what the government
claims was the biggest illegal trade in U.S. history.

According to the report, jury selection in the prosecution of the
ex-SAC portfolio manager is set for Jan. 7, barring a last-minute
plea deal. He is accused of benefitting the hedge fund by $276
million in trades of Wyeth and Elan Corp., using secret tips from
a doctor supervising trials of an Alzheimer's drug. The U.S. said
SAC reversed a bullish stance on the drugmakers, liquidating a
$700 million position and selling the stocks short a few days
after a 20-minute phone call between Martoma and Cohen in July
2008.

Pressure on Martoma, 39, to cooperate with the probe included an
approach by agents of the Federal Bureau of Investigation that
made him faint in his own front yard, and an indictment unsealed
in 2012 on the Friday before Christmas, the report related.  A
steady drumbeat of convictions of insider traders in the probe,
including SAC portfolio manager Michael Steinberg last month, may
have further ratcheted up the pressure ahead of the trial in
Manhattan federal court.

"I think Martoma was the likeliest link to Cohen," said Glenn
Gitomer, a partner with the law firm McCausland Keen & Buckman in
Radnor, Pennsylvania, who's following the case, the report cited.
"Martoma's the one with the 20-minute phone call. Depending on
what happened, that either gets them there or doesn't."

Cohen, who hasn't been charged, has said he did nothing wrong, the
report noted. Jonathan Gasthalter, a spokesman for SAC at Sard
Verbinnen & Co., declined to comment on the Martoma trial.


* Stinson Leonard Street Completes Merger
-----------------------------------------
Effective January 1, Stinson Leonard Street LLP officially
launched, successfully completing the largest merger announced
last year.

On Sept. 23, 2013, Stinson Morrison Hecker and Leonard, Street and
Deinard -- two of the leading full-service law firms in the
Midwest -- announced they would combine, aiming to serve Fortune-
ranked, midsize public and private, and emerging companies, as
well as individuals needing sophisticated legal services.  On
Jan. 1, exactly 100 days later, the combined firm began business
operations with offices in 14 cities and more than 520 attorneys,
which puts Stinson Leonard Street among the 75 largest law firms
in the U.S.

Leading Stinson Leonard Street's management are Co-Managing
Partners Mark Hinderks and Lowell Stortz, along with Deputy
Managing Partner Allison Murdock.

Since the announcement, management teams from both firms focused
on combining practice groups, selecting practice leaders and
taking steps to conclude 2013 on strong notes.  Meanwhile,
administrative teams from both firms worked to combine
infrastructures, develop common policies and integrate business
functions, from accounting to training.

"Hundreds of attorneys and staff from both firms worked hard to
complete integration projects since our announcement," said
Mr. Hinderks, who will be based in the firm's Kansas City office.
"As a result, we start the New Year together and unified as one
firm."

"We were able to bring everything together quickly because our
firms shared similar strategies, management styles and cultures,"
said Mr. Stortz, who will be based in the firm's Minneapolis
office.  "What we have accomplished also demonstrates how we
remain nimble and decisive, even as a larger firm."

Stinson Leonard Street offers regional and national practices in
banking and financial services; bankruptcy and creditors' rights;
business, commercial and financial services litigation; corporate
finance; energy, mining and natural resources; environmental;
health care; intellectual property and technology; employment,
labor and benefits; private and family owned businesses; real
estate; and estate planning, trusts and tax.  The firm also
features several industry practice areas, including agribusiness,
animal health, aviation, construction, education, life sciences,
media and advertising, nonprofits, oil and gas, sports and
entertainment, transportation and technology.  A complete list of
the firm's practice and industry areas is online at
http://www.stinsonleonard.com

In addition to having a new name, the firm created a new logo and
brand identity to promote the new firm.  The logo consists of the
firm's name -- Stinson Leonard Street -- and a four-color mark
that symbolizes energy, momentum and an upward, progressive
direction.

"Creating the new logo was an important step toward launching the
firm," said Mr. Murdock.  "We believe it represents the many
positive qualities that describe our firm, our clients and our
people."

                   About Stinson Leonard Street

Stinson Leonard Street LLP -- http://www.stinsonleonard.com--
provides sophisticated transactional and litigation legal services
to clients ranging from individuals and privately held enterprises
to national and international public companies.  As one of the 75
largest firms in the U.S., Stinson Leonard Street has more than
520 attorneys and offices in 14 cities, including Minneapolis,
Mankato and St. Cloud, Minn.; Kansas City, St. Louis and Jefferson
City, Mo.; Phoenix, Ariz.; Denver, Colo.; Washington, D.C.;
Decatur, Ill.; Wichita and Overland Park, Kan.; Omaha, Neb.; and
Bismarck, N.D.


* Two McGlinchey Attorneys Among 2014 Louisiana Super Lawyers
-------------------------------------------------------------
McGlinchey Stafford on Jan. 2 disclosed that twenty-six attorneys
from the firm's Baton Rouge and New Orleans offices have been
recognized by Louisiana Super Lawyers for 2014.  Additionally, two
of the firm's attorneys were named to the list of Top 50 Lawyers
for 2014: Mike Rubin (Top 50 Lawyers in Louisiana) and Rudy Cerone
(Top 50 Lawyers in New Orleans).

"We are proud to have such a large number of attorneys selected as
Louisiana Super Lawyers this year," said Rudy Aguilar, McGlinchey
Stafford's Managing Member.  "The recognition is a testament to
our reputation among our esteemed colleagues and clients."

McGlinchey Stafford's list of 2014 Louisiana Super Lawyers
includes:

Baton Rouge

-- Rudy Aguilar, Business/Corporate

-- Sam Bacot, Real Estate

-- Rick Curry, Civil Litigation Defense

-- Michael Ferachi, Business Litigation

-- Marshall Grodner, Business/Corporate

-- Mary Joseph, Banking

-- Christine Lipsey, Business Litigation

-- Anthony Rollo, Class Action/Mass Torts

-- Mike Rubin, Appellate (Top 50 Lawyers in Louisiana)

-- Steve Strohschein, Bankruptcy & Creditor/Debtor Rights

-- Dan West, Personal Injury Defense: Products

New Orleans

-- Steve Beiser, Employment & Labor

-- Sherman Boughton, General Litigation

-- Jaye Calhoun, Tax

-- Lauren Campisi, Banking

-- Rudy Cerone, Bankruptcy & Creditor/Debtor Rights (Top 50
Lawyers in New Orleans)

-- Kathy Conklin, Employee Benefits/ERISA

-- Gabe Crowson, Class Action Defense (Rising Star)

-- Larry Feldman, Business Litigation

-- Bennet Koren, Banking

-- Kathleen Manning, Personal Injury Defense: Products

-- Deirdre McGlinchey, Personal Injury Defense: Products

-- Woody Norwood, Personal Injury Defense: Products

-- Ken Weiss, Estate Planning & Probate

-- Conny Willems, Business Litigation

-- Gerard Wimberly, Business Litigation

Only the top five percent of a state's attorneys are selected for
inclusion in Super Lawyers each year.  Super Lawyers selects
attorneys using a rigorous, multiphase rating process where peer
nominations and evaluations are combined with third-party
research.  Louisiana Rising Stars must meet the same standards of
excellence and only two and a half percent of the state's
attorneys are selected for this honor.  Louisiana Super Lawyers
magazine will be published in January 2014.

                    About McGlinchey Stafford

McGlinchey Stafford -- http://www.mcglinchey.com-- is a full-
service law firm providing counsel to business clients nationwide.
Guiding clients wherever business and law intersect, McGlinchey
Stafford's 180 attorneys are based in ten offices in California,
Florida, Louisiana, Mississippi, New York, Ohio and Texas.


The Dolan Company is a provider of professional services and
business information to legal, financial and real estate sectors
in the United States.  The Company operates through two operating
divisions: its Professional Services Division and its Business
Information Division. Its Professional Services Division consists
of two segments: mortgage default processing services and
litigation support services. Its Business Information Division
produces legal publications, business journals, court and
commercial media, other online information products and services,
and operates Websites and produces events for targeted
professional audiences in 21 geographic markets across the United
States.


* Hawkamah to Hold MENA Colloquium on Restructuring & Insolvency
----------------------------------------------------------------
Hawkamah, The Institute of Corporate Governance has co-organized
the MENA Judicial & Financial Colloquium on Restructuring-
Turnaround and Insolvency, an initiative of the Forum for
Insolvency Reform in MENA (FIRM) to be held on March 18-19, 2014
in Dubai.  This colloquium is being undertaken in partnership with
Dubai Economic Council, INSOL International and The World Bank
Group.

The Colloquium will discuss the legal, financial and policy
considerations to advance on the development of an efficient
insolvency and restructuring regime; identify the various judicial
approaches needed to deal with the unique dynamics in these areas;
share experiences among MENA regional judges and practitioners and
prioritize policy options for greater alignment in the
introduction of institutional reforms to support modernization of
regional markets.

Who Should Attend?

   * Government officials & Policy Makers
   * Judges and judicial authorities
   * Insolvency and Restructuring Professional
   * Regulators
   * Bankers
   * Accountants
   * Lawyers
   * Anyone seeking a better understanding of insolvency and
     restructuring frameworks in the region

Key Topics

   * Trends in Insolvency Reforms
   * Reorganization of State Owned Enterprises-Case Study
   * Duties and Liabilities of Directors of a Parent Company in
     case of subsidiaries Insolvency
   * Mock Court Session-Restructuring
   * Dubai Dry Docks Restructuring Case Study

Event Details:

Date: March 18-19, 2014
Location: DIFC Conference Centre Dubai, UAE
Fees: USD900 for Non Members, USD750 for Members
Registration: e-mail at info@hawkamah.org or call
+9714 3622551.  For more information visit our website:
http://www.hawkamah.org
Sponsorship: For sponsorship details please contact
Ms. Jahanara Ahmad on +9714 362 2556 or e-mail at
Jahanara.ahmad@hawkamah.org


* BOND PRICING -- For Week From Dec. 30, 2013 to Jan. 3, 2014
-------------------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AGY Holding Corp        AGYH    11.000    89.625     11/15/2014
Advanta Capital
  Trust I               ADVNA    8.990     0.500     12/17/2026
Alion Science &
  Technology Corp       ALISCI  10.250    72.650       2/1/2015
Allen Systems
  Group Inc             ALLSYS  10.500    53.625     11/15/2016
Allen Systems
  Group Inc             ALLSYS  10.500    53.625     11/15/2016
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    38.250     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    12.750      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    17.750      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    17.750      1/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175    10.000      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    38.000     11/15/2014
FiberTower Corp         FTWR     9.000     0.625       1/1/2016
JPMorgan Chase Bank NA  JPM      6.000    78.962      8/19/2014
James River Coal Co     JRCC     7.875    25.500       4/1/2019
James River Coal Co     JRCC     4.500    32.000      12/1/2015
James River Coal Co     JRCC    10.000    24.125       6/1/2018
James River Coal Co     JRCC    10.000    29.500       6/1/2018
James River Coal Co     JRCC     3.125    21.000      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    19.000      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    19.000      8/17/2014
Lehman Brothers Inc     LEH      7.500    19.000       8/1/2026
MF Global Holdings Ltd  MF       6.250    48.726       8/8/2016
MF Global Holdings Ltd  MF       1.875    49.250       2/1/2016
Mashantucket Western
  Pequot Tribe          MASHTU   6.500    14.100       7/1/2036
NII Capital Corp        NIHD    10.000    54.266      8/15/2016
Platinum Energy
  Solutions Inc         PLATEN  14.250    63.375       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse Electronics Corp  PULS     7.000    76.251     12/15/2014
Residential
  Capital LLC           RESCAP   6.875    30.704      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750     0.248       2/1/2018
School Specialty
  Inc/Old               SCHS     3.750    37.875     11/30/2026
Scotia Pacific Co LLC   MXM      6.550     0.875      1/20/2007
Sorenson
  Communications Inc    SRNCOM  10.500    74.375       2/1/2015
Sorenson
  Communications Inc    SRNCOM  10.500    74.375       2/1/2015
THQ Inc                 THQI     5.000    25.688      8/15/2014
TMST Inc                THMR     8.000    16.125      5/15/2013
Tennessee Valley
  Authority             TVA      4.250    98.950      5/15/2025
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.250      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    28.975       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     6.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.250      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    29.225       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     6.000      11/1/2016
USEC Inc                USU      3.000    35.000      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    43.605       8/1/2016
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750    32.277       2/1/2019
WCI Communities
  Inc/Old               WCI      4.000     0.625       8/5/2023
Western Express Inc     WSTEXP  12.500    61.250      4/15/2015
Western Express Inc     WSTEXP  12.500    61.250      4/15/2015
YRC Worldwide Inc       YRCW     6.000    95.221      2/15/2014


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

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 the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

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.

                           *********

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, 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
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***