TCR_Public/140109.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, January 9, 2014, Vol. 18, No. 8


                            Headlines

ACCENT CUSTOM HOMES: BB&T Files Foreclosure Action in Florida
AFFIRMATIVE INSURANCE: Unit OKs Quota Share Reinsurance Terms
ALLENS INC: Cooley LLP Approved as Creditors Committee Counsel
ALLENS INC: GA Keen Realty Approved as Real Estate Advisor
AMERICAN AIRLINES: American Eagle Pilots in Contract Talks

API TECHNOLOGIES: Completes Sale/Leaseback of College Facility
ARROWHEAD GOLF CLUB: Case Summary & 20 Top Unsecured Creditors
AVSC HOLDING: Moody's Assigns 'B2' CFR; Outlook Stable
BATS GLOBAL: S&P Affirms 'BB-' ICR & Removes From Watch Positive
BERNARD L. MADOFF: J.P. Morgan Settles for $2.2 Billion

BERNARD L. MADOFF: Class Action Co-Lead Counsel Laud Settlement
BON-TON STORES: Bon-Ton Distribution Merger Completed
C&K MARKET: Can Tap Watkinson Laird as Real Estate & Labor Counsel
C&K MARKET: Committee Can Employ Otterbourg as Lead Counsel
C&K MARKET: Panel Hires Protiviti as Financial Consultant

CAMPUS HABITAT 15: In Chapter 11; Assets Total $14-Mil.
CANCER GENETICS: Appoints John Pappajohn Chairman of the Board
CBS OUTDOOR: Moody's Assigns 'Ba3' CFR; Outlook Stable
CBS OUTDOOR: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable
CELL THERAPEUTICS: Gets Positive Final Determination From NICE

COLORADO PROPERTY: Voluntary Chapter 11 Case Summary
COMMUNITY HEALTH: Moody's Confirms 'B1' CFR; Outlook Stable
COMMUNITY HEALTH: S&P Affirms 'B+' CCR Over HMA Acquisition
CONCHO RESOURCES: Grants Executive Officers Performance Units
CONSTAR INT'L: Jan. 9 Hearing on Amcor Bid, Plastipak Objection

CONSTAR INT'L: UK Assets Sale to Include Dutch Unit
CONSTAR INT'L: To Seek Approval of DIP Facilities Today
CONSTAR INT'L: Can Appoint Prime Clerk as Claims Agent
CORD BLOOD: De Joya Replaces Rose Snyder as Accountants
CUSTOM CONCRETE: Online Foreclosure Sale Set for Jan. 22

DIXIE ELECTRIC: Moody's Assigns 'B3' CFR; Outlook Stable
DOLPHIN BAY DEVELOPERS: Proposes to Use Cash Collateral
DOLPHIN BAY DEVELOPERS: Taps Shraiberg Ferrara as Counsel
DOLPHIN BAY DEVELOPERS: Files Schedules of Assets & Liabilities
EFUSION SERVICES: Values 6 Bought Companies at $35 Million

ELBIT IMAGING: Tel-Aviv Court Approves Plan of Arrangement
ELCOM HOTEL: Court Okays Hiring of Greenspoon Marder as Counsel
EMERALD EXPOSITIONS: S&P Affirms 'B+' CCR Over Term Loan Add-on
ENDEAVOUR INTERNATIONAL: Amends Benefits Agreement with CFO
ENERGYSOLUTIONS INC: Black Diamond No Longer Owner After Merger

EMPIRE RESORTS: Plans to Offer $250 Million Worth of Securities
FAIRMONT GENERAL: Court Okays Additional Work for Hammond Firm
FR DIXIE: S&P Assigns 'B+' CCR & rates $320MM Secured Debt 'B+'
FUSION TELECOMMUNICATIONS: Buys Broadvox's Cloud Services Biz
FUSION TELECOMMUNICATIONS: Closes $44-Mil. Financing Deals

GASCO ENERGY: Suspending Filing of Reports with SEC
GATEWAY ENERGY: Suspending Filing of Reports with SEC
GSE HOLDING: Gets NYSE Listing Standard Non-Compliance Notice
HEALTHWAREHOUSE.COM INC: Dhadphale Stake at 13.6% as of Dec. 31
HOUGHTON MIFFLIN: Fitch Says Loan Repricing Won't Affect Ratings

HOVNANIAN ENTERPRISES: Unit Plans to Sell $150MM Senior Notes
HOVNANIAN ENTERPRISES: Fitch Junks New $150MM Sr. Notes Offering
HOVNANIAN ENTERPRISES: Moody's Raises Corp. Family Rating to B3
ID PERFUMES: To Launch "Kendall Jenner" Product Line in September
INFINITY ENERGY: Borrows $1.05 Million From SKM Partnership

INMAR INC: Moody's Assigns B2 CFR & Rates First Lien Debt B1
INMAR INC: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable
INT'L COMMERCIAL TV: Appoints Ryan LeBon as New CFO
JFR HOMES: Feb. 15 Auction Set for Condo Unit at Harbortown Marina
LAKELAND INDUSTRIES: Partially Converts Mercantil Loan

LAMAR MEDIA: S&P Assigns 'BB-' Rating to Proposed $510MM Notes
LEHMAN BROTHERS: LBI Trustee Seeks to Disallow $197.5MM in Claims
LEHMAN BROTHERS: HK Court to Hear LBSAL Application on Jan. 21
LEHMAN BROTHERS: FHFA Dispute Over Payment Goes to Dist. Court
LEHMAN BROTHERS: Seeks to Sell California Coastal Property

LEHMAN BROTHERS: Signs Deal With NUFIC to Settle $132.2MM Claim
LEVEL 3: Updates Interest Expense Guidance for 2013
LILY GROUP: Claims Bar Date Set for Jan. 24
LILY GROUP: Files Amended Schedules of Assets and Liabilities
LIME ENERGY: John Hurvis Stake at 38.3% as of Dec. 30

LOCATION BASED TECHNOLOGIES: CFO-OnSite to Provide CFO Services
LOEHMANN'S HOLDINGS: Going-Out-Of-Business Sale Begins Today
LONE OAK: Posts $227-K Net Loss for Six Months Ended June 30
LYFE COMMUNICATIONS: Co-Founder Garrett Daw Appointed CEO
M LINE HOLDINGS: MaloneBailey Raises Going Concern Doubt

MARINA BIOTECH: Amends License Agreement with Mirna Therapeutics
MARINE ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable
MASTER AGGREGATES: Sec. 341(a) Creditors' Meeting Set for Jan. 17
MDC HOLDINGS: S&P Assigns 'BB+' Rating to Proposed $250MM Notes
MISSION NEWENERGY: Due Date of CN3 Debt Extended to 2018

MITEL US: S&P Assigns 'B+' Rating to Proposed US$355MM Loan
MONTREAL MAINE: Auction Set for Jan. 21 in Portland, ME
MUSCLEPHARM CORP: Acquires All Assets of BioZone Pharmaceuticals
NESBITT PORTLAND: Bryan Cave to Assist CRO in Asset Sale
NEW ENGLAND COMPOUNDING: Jan. 15 Meningitis Claims Bar Date Set

NEW ENGLAND COMPOUNDING: Cohen Reminds Victims of Claims Bar Date
NEWLEAD HOLDINGS: Issues 2.9 Million Add'l Shares to Hanover
NEWLEAD HOLDINGS: Regains Compliance with $1-Bid-Price Rule
NORD RESOURCES: Extends Red Kite Cathode Sales Pact Until March
NORTEL NETWORKS: Committees Terminate Kurtzman Employment

NORTHERN TOOL: Moody's Withdraws All Ratings
OCZ TECHNOLOGY: Taps Wilson Sonsini as Special Litigation Counsel
OCZ TECHNOLOGY: Gets Final Court OK on $12MM DIP Loan From Toshiba
OCZ TECHNOLOGY: Seeks Schedules Deadline Extension to Feb. 3
OCZ TECHNOLOGY: Creditors' Panel Hires Kelley Drye as Counsel

OLIVE BRANCH PLAZA: Case Summary & Unsecured Creditor
OMEGA HEALTHCARE: Fitch Rates Subordinated Debt at 'BB+'
ORCKIT COMMUNICATIONS: Terminates Negotiations with ECI
OTTER PRODUCTS: Special Dividend No Impact on Moody's 'B1' CFR
OXYSURE SYSTEMS: Closes $750,000 Units Offering

PARKER DRILLING: Moody's Rates Proposed $360MM Senior Notes 'B1'
PARKER DRILLING: S&P Assigns 'B+' Rating to Proposed $360MM Notes
PEAK 10 HOLDING: S&P Affirms 'B' CCR & Revises Outlook to Stable
PITMAN-HARTENSTEIN: Claims Bar Date Set for April 4
PRESSURE BIOSCIENCES: Settles with Redwood for $300,000

REFLECT SCIENTIFIC: Board Issues 7.5-Mil. Restricted Shares
REGENCY ENERGY: Fitch Removes 'BB' IDR From Watch Negative
RESPONSE BIOMEDICAL: Chinese Distribution Agreement Expires
ROSEVILLE SENIOR: Duane Morris Employment Gets Court Approval
SANDRIDGE ENERGY: Moody's Says Asset Sale No Impact on 'B1' CFR

SARKIS INVESTMENTS: Galentine Stays as Receiver
SCHUMANN CASTERS: Claims Bar Date Set for April 4
SCRUB ISLAND: May Hire Stichter Riedel as Bankruptcy Counsel
SCRUB ISLAND: Can Employ Rocke McLean as Litigation Counsel
SEGARS PROPERTIES: Voluntary Chapter 11 Case Summary

SIRIUX XM: Moody's Says Proposed Liberty Media Offer Credit Neg.
SKINNY NUTRITIONAL: Hearing on Sale of All Assets on Jan. 14
SLM CORP: Moody's Continues to Review 'Ba1' CFR for Downgrade
STELLAR BIOTECHNOLOGIES: Touts Highlights for 2013
STELLAR BIOTECHNOLOGIES: To Present at 2 Investor Conferences

SURGERY CENTER: S&P Affirms 'B' CCR Over 2nd Lien Loan Expansion
TARGETED MEDICAL: Signs Receivables Assignment Agreements
TIMIOS NATIONAL: YA Global Equity Stake at 73% as of Jan. 4
UNI-PIXEL INC: Rebrands UniBoss as Copperhead
UNIVERSAL BIOENERGY: Global Energy Amends Schedule 13D

UNIVERSAL HEALTH: Ch.11 Trustee Can Hire Cherry Bekaert as Auditor
UPPER IOWA: Fitch Lowers Rating on $66.48-Mil. Bonds to 'BB'
VERINT SYSTEMS: Moody's Affirms 'B2' CFR After KANA Acquisition
VERITEQ CORP: Identification Technology Meets UDI Legislation
VERMILLION INC: Eliminates VP Sales and Marketing Position

VILLAGE AT KNAPP'S: James Doezema Approved as Real Estate Counsel
VILLAGE SERVICES: Case Summary & 6 Largest Unsecured Creditors
VIPER POWERSPORTS: Going Concern Doubt, $6MM Loss in 2012
WAFERGEN BIO-SYSTEMS: Unit Inks Purchase Pact with IntegenX
WEST AIRPORT PALMS: Condo Units to Be Sold at Jan. 17 Auction

WESTWOOD PLAZA: Case Summary & 11 Unsecured Creditors
WILLOW CREEK: Files for Chapter 11 in Las Vegas
WSG PEMBROKE: Real Property to Be Sold at Feb. 11 Online Auction
ZBB ENERGY: NYSE MKT Accepts Listing Standard Compliance Plan

* Lowenstein Sandler Elects Five New Partners
* Mark Manski Joins Development Specialists' New York Office
* Otterbourg, Steindler Changes Name to Otterbourg P.C.
* Stroock & Stroock & Lavan Names Three New Partners
* Wientraub Tobin & Waldron & Bragg Law Firms Merge

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


ACCENT CUSTOM HOMES: BB&T Files Foreclosure Action in Florida
-------------------------------------------------------------
Branch Banking and Trust has commenced a state court action in
Florida seeking foreclosure of real and personal property located
in Pasco and Hernando Counties.

Written defense, if any, must be filed and sent to BB&T's counsel:

     Quinn A. Henderson, Esq.
     ADAMS AND REESE LLP
     150 Second Avenue North, 17th Floor
     St. Petersburg, FL 33701
     Telephone: 727-502-8295
     Facsimile: 727-502-8995
     E-mail: quinn.henderson@arlaw.com
             marylou.george@arlaw.com
             sue.batchelder@arlaw.com

by Jan. 25, 2014; otherwise a default will be entered for the
relief demanded in the Plaintiff's Complaint.

The case is, BRANCH BANKING AND TRUST, a North Carolina banking
corporation, Plaintiff, vs. ACCENT CUSTOM HOMES, INC., a Florida
corporation; JOHN VASSILAGORIS, an individual; JOANNA PANOPOULOS,
an individual; CACH, LLC, a Colorado limited liability company;
CAPITAL CITY BANK, a Florida corporation; BEACON WOODS EAST MASTER
ASSOCIATION, INC., a Florida corporation not-for-profit; BEACON
WOODS EAST RECREATION ASSOCIATION, INC., a Florida corporation
not-for-profit; FAIRWAY OAKS HOMEOWNERS' ASSOCIATION, INC., a
Florida corporation not-for-profit; TAYLOR'S HEIGHTS HOMEOWNERS'
ASSOCIATION, INC., an inactive Florida corporation; SPRING HILL
COMMUNITY ASSOC, INC. f/k/a The Spring Hill Civic Association,
Incorporated, a Florida corporation; UNKNOWN TENANT NO. 1; UNKNOWN
TENANT NO. 2; UNKNOWN TENANT NO. 3; UNKNOWN TENANT NO. 4; UNKNOWN
TENANT NO. 5; and ALL OTHER PARTIES CLAIMING BY, THROUGH, OR UNDER
SAID DEFENDANTS, Defendants. NOTICE OF ACTION TO: UNKNOWN TENANT
NO. 1, UNKNOWN TENANT NO. 2, UNKNOWN TENANT NO. 3; UNKNOWN TENANT
NO. 4; UNKNOWN TENANT NO. 5 (Addresses Unknown) ALL OTHER PARTIES
CLAIMING BY, THROUGH, OR UNDER SAID DEFENDANTS (Addresses
Unknown), CASE NO. CA-13-2316 pending in the Circuit Court of the
Fifth Judicial Circuit in and for Hernando County, State of
Florida, Civil Division.


AFFIRMATIVE INSURANCE: Unit OKs Quota Share Reinsurance Terms
-------------------------------------------------------------
Affirmative Insurance Company, an indirectly held, wholly-owned
subsidiary of Affirmative Insurance Holdings, Inc., agreed to
legally-binding terms for quota share reinsurance for a twelve-
month term commencing on Dec. 31, 2013, (QS Terms) with a total of
three reinsurers.  The Company's previous quota share reinsurance
agreement terminated effective Jan. 1, 2014.  The QS Terms cover
private passenger automobile physical damage and liability
policies in force, written or renewed during the term, as follows:

   (i) 60.0 percent quota share reinsurance on all policies in the
       state of California in-force, written or renewed commencing
       on Dec. 31, 2013, through the remainder of the term;

  (ii) 20.0 percent quota share reinsurance on policies in-force
       in the states of Alabama, Illinois, Louisiana and Texas on
       Dec. 31, 2013; and

(iii) an additional 40.0 percent (for 60.0 percent in total)
       quota share reinsurance on all policies in the states of
       Alabama, Illinois, Louisiana and Texas in-force, written or
       renewed commencing on Jan. 1, 2014, through the remainder
       of the term.

As compensation for the foregoing reinsurance arrangement, AIC
will cede to the reinsurers the applicable percentage of the
unearned portion of the gross net written premium income
applicable to covered policies.  AIC will be entitled to a
provisional adjustable ceding commission of 28.0 percent of the
gross net written premium income ceded.  The ceding commission may
be increased or decreased based upon the ratio of losses incurred
to net premiums earned; provided that the provisional ceding
commission may not be decreased below a minimum of 16.0 percent.
If the loss ratio remains within the loss slide, the reinsurers
will receive a 5.0 percent margin.  This is a 1.0 percent decline
in margin from the previous quota share agreement.

The QS Terms will be subject to customary terms and limitations to
be set forth in final written documentation, which the parties are
completing.

Data Processing Equipment Sale and Leaseback

On Dec. 31, 2013, AIC entered into a sale-leaseback transaction
with an equipment finance company, wherein AIC sold $4.85 million
of computer software, software licenses and hardware used in AIC's
insurance operations (EDP Equipment) to Lessor and simultaneously
entered into a capital lease for the EDP Equipment with Lessor.
The lease term commenced on Jan. 1, 2014, and continues for 18
months.  During the lease term AIC is obligated to make monthly
rental payments of approximately $0.3 million to Lessor.  At the
conclusion of the lease term, AIC may repurchase the EDP Equipment
from Lessor for one dollar.

To secure AIC's lease payment obligations, the proceeds of the
sale were deposited into an escrow account where they will be held
until AIC obtains an irrevocable standby letter of credit for the
benefit Lessor in the amount of $5 million, at which time the
proceeds will be released to AIC.  AIC is in the process of
obtaining a letter of credit and has until Jan. 15, 2014, to do
so.  So long as no event of default or material adverse change in
AIC's financial condition, business prospects, management or
ownership has occurred, as determined by Lessor in its sole
judgment, the amount available under the letter of credit shall
automatically reduce during the term of the lease.

Credit Facility Amendments

In connection with the sale-leaseback transaction, the Company
entered into agreements amending its $40 million senior secured
credit facility and $10 million subordinated secured credit
facility.  The amendments to the Company's credit facilities are
effective Dec. 30, 2013, and modify certain covenants and other
provisions of the credit agreements to permit AIC to enter into
the sale-leaseback transaction and to obtain a letter of credit to
secure AIC's lease obligation.

A copy of the Form 8-K as filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/p1hAbR

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2013, showed $386.03
million in total assets, $476.73 million in total liabilities and
a $90.70 million total stockholders' deficit.

"At December 31, 2012, the Company's history of recurring losses
from operations, its failure to comply with the Financial
Covenants in its senior secured credit facility, its failure to
comply with the Illinois Department of Insurance reserve
requirement, and substantial liquidity needs the Company would
face when the senior secured credit facility was set to expire in
January 2014 raised substantial doubt about the Company's ability
to continue as a going concern," the Company said in the Quarterly
Report for the period ended Sept. 30, 2013.


ALLENS INC: Cooley LLP Approved as Creditors Committee Counsel
--------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Arkansas authorized the Official Committee of Unsecured Creditors
in Allens, Inc.' Chapter 11 cases, to retain Cooley LLP as its
counsel, nunc pro tunc to November 13, 2013.

As counsel to the Committee, Cooley will:

a. attend the meetings of the Committee;

b. review financial information furnished by the Debtors to the
   Committee;

c. negotiate the budget and the use of cash collateral and DIP
   financing;

d. review and investigate the liens of purportedly secured
   parties;

e. review and investigate transactions by, between, and among the
   Debtors and their affiliated individuals and entities;

f. confer with the Debtors' management, advisors and counsel;

g. coordinate efforts to sell assets of the Debtors in a manner
   that maximizes the value for unsecured creditors;

h. review the Debtors' schedules, statements of affairs and
   business plan;

i. advise the Committee as to the ramifications regarding all of
   the Debtors' activities and motions before this Court;

j. file appropriate pleadings on behalf of the Committee;

k. review and analyze the Debtors' financial advisor's work
   product and report to the Committee;

l. provide the Committee with legal advice in relation to the
   case;

m. prepare various applications and memoranda of law submitted to
   the Court for consideration and handle all other matters
   relating to the representation of the Committee that may arise;

n. assist the Committee in negotiations with the Debtors and other
   parties in interest on an exit strategy for this case;

o. analyze and negotiate the Debtors' business plan(s);

p. explore strategic alternatives to the plans proposed by the
   Debtors and their lenders;

q. analyze, negotiate, and, if appropriate, propose alternatives
   to any plan(s) of reorganization proposed by the Debtors; and

r. perform other legal services for the Committee as may be
   necessary or proper in this proceeding.

The firm will be paid based on these discounted hourly rates:

   Cathy Hershcopf     Partner     $676.00
   Jeffrey L. Cohen    Partner     $556.00
   Seth Van Aalten     Associate   $598.50
   Robert B. Winning   Associate   $391.50
   Rebecca Goldstein   Paralegal   $270.00

Ms. Hershcopf assured the Court that Cooley represents no interest
adverse to the Committee, the Debtors, or their estates, in the
matters upon which it is to be engaged and that its employment is
in the best interest of the estates.

                           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 are represented in the case by 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&M 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.


ALLENS INC: GA Keen Realty Approved as Real Estate Advisor
----------------------------------------------------------
Allens, Inc. and All Veg, LLC, obtained approval from the United
States Bankruptcy Court for the Western District of Arkansas to
employ GA Keen Realty Advisors, LLC, as real estate advisor, upon
the terms and conditions as set forth in the parties' retention
agreement, including the utilization of local brokers.

According to the Court, if either a Local Broker or a Buyers
Broker is entitled to compensation with respect to a transaction,
GA Keen's Transactional Fee will be reduced to 4% of the Gross
Proceeds and if both a Local Broker and a Buyers Broker is
entitled to compensation with respect to a transaction, GA Keen's
Transactional Fee will be reduced to three percent. In connection
with any motion to approve the sale of any property for which GA
Keen will be compensated, GA Keen provide and the Debtors will
file a detailed description and calculation of compensation to be
paid to GA Keen and any Local Broker and/or Buyers Broker.

Upon the performance of additional services requested from GA Keen
Realty in writing by the Debtors for (a) real estate consulting
services which are otherwise beyond the scope of the Retention
Agreement and are expressly requested in writing by Debtors, (b)
litigation support (excluding hearings seeking to obtain approval
of the Retention Agreement), and/or (c) time spent as a witness in
connection with any contested matter (excluding hearings in
seeking to obtain approval of the Retention Agreement); GA Keen
Realty will file with the Court an application for approval of the
fees requested for the additional services, which will include the
persons performing the additional services, their hourly rate, and
a description of the services performed, logged in tenth-of-an-
hour increments. The motion will be filed on 14 days negative
notice to the Special Service List and will be set for hearing
upon the filing of an objection or sua sponte by the Court.

None of the fees payable to GA Keen under the Retention Agreement
constitute a "bonus" under applicable law.

All fees payable to GA Keen, and to the extent applicable, Local
Brokers or Buyers Brokers, will be deemed administrative expenses
of the Debtors' estate, and paid without further application to or
Order of the Court.

                           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 are represented in the case by 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&M 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.

The Official Committee of Unsecured Creditors appointed in the
case is represented by Cooley LLP's Cathy Hershcopf, Esq., and
Jeffrey L. Cohen, Esq.


AMERICAN AIRLINES: American Eagle Pilots in Contract Talks
----------------------------------------------------------
The president of the Allied Pilots Association (APA), certified
collective bargaining agent for the 10,000 pilots of American
Airlines, expressed strong support on Jan. 7 for the pilots at
American Eagle Airlines during their contract discussions with
American Airlines Group management.

"APA supports our brothers and sisters at Eagle in their efforts
to obtain an agreement that would ensure the current aircraft
deliveries and regional flying stay at American Eagle," said APA
President Capt. Keith Wilson.  "The pilots of American Eagle have
gone through the same bankruptcy restructuring process as we have
here at the new American, and as such, they have already made
significant sacrifices resulting in nearly $43 million in contract
concessions.  The current collective bargaining agreement has
helped align Eagle's cost structure with that of its competitors,
allowing Eagle to continue to provide regional lift to American."

William Sprague, chairman of the Air Line Pilots Association's
American Eagle Master Executive Council, explained, "While the
pilots of American Eagle worked hard to meet all of management's
demands during bankruptcy, only 10 days after the new American
Airlines Group exited bankruptcy, the pilots of American Eagle
were asked to again renegotiate their contract.  The pilots were
presented with a new term sheet asking for additional cuts to pay
and benefits, adding new work rules that constitute vast changes
to this new contract.  This was in exchange for a vague promise of
replacement aircraft."

Capt. Wilson added that "APA leadership's position is that there
is simply no need for management to take another 'bite at the
apple' from the Eagle pilots immediately following a bankruptcy
contract.  Rather, management should ensure some level of career
stability for those pilots and prevent yet another race to the
bottom that has, of late, plagued the regional airline industry."

               About The Allied Pilots Association

Founded in 1963, the Allied Pilots Association --
http://www.alliedpilots.org-- is the largest independent pilots'
union in the United States.  It is headquartered in Fort Worth,
Texas.  APA represents the 10,000 pilots of American Airlines,
including several hundred pilots on full-time military leave of
absence serving in the armed forces.  American Airlines is the
nation's largest international passenger carrier and fifth-largest
cargo carrier.

                     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.


API TECHNOLOGIES: Completes Sale/Leaseback of College Facility
--------------------------------------------------------------
API Technologies Corp. completed a sale/leaseback transaction for
its State College, PA, location, at 1900 West College Avenue, to
Store Capital, a real estate investment firm, for $15.6 million.
The Company used $14.3 million of the proceeds to pay down the
Company's term loan facility with Guggenheim Corporate Funding,
LLC.  As of Aug. 31, 2013, the Company's last reported financial
quarter, the Company had $88 million in term debt obligations.  As
of Jan. 3, 2014, the term loan balance was $72.6 million.

As part of the transaction, API Technologies has also entered into
a long-term lease for the 252,000 sq. ft. facility.  The Company
opened the State College facility in 2006 and it serves as a
center of excellence for the Company's RF/Microwave and
Microelectronics, Power, and Electromagnetic Integrated Solutions
(EIS) product lines.

Bel Lazar, president and chief executive officer of API
Technologies said: "This tax-efficient transaction is part of our
ongoing effort to optimize our capital structure, which allows us
to reallocate resources to our high-reliability products.  The
State College facility produces many of our flagship products and
remains a strategic location for us."

                     About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the nine months ended Aug. 31, 2013, the Company reported net
income of $15,000 on $185.16 million of net revenue.  For the 12
months ended Nov. 30, 2012, the Company reported a net loss of
$148.70 million, as compared with a net loss of $17.32 million
during the prior year.

The Company's balance sheet at Aug. 31, 2013, showed $320.07
million in total assets, $156.30 million in total liabilities,
$25.89 million in redeemable preferred stock and $137.87 million
in shareholders' equity.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ARROWHEAD GOLF CLUB: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Arrowhead Golf Club Links, LLC
        11114 Keller Rd.
        Clarence, NY 14031

Case No.: 14-10024

Chapter 11 Petition Date: January 7, 2014

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Debtor's Counsel: Arthur G. Baumeister, Jr., Esq.
                  AMIGONE, SANCHEZ, ET AL
                  1300 Main Place Tower
                  350 Main Street
                  Buffalo, NY 14202
                  Tel: (716) 852-1300
                  Email: abaumeister@amigonesanchez.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph J. Frey, member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nywb14-10024.pdf


AVSC HOLDING: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
("CFR") and a B2-PD Probability of Default Rating to AVSC Holding
Corp. ("AVSC"), dba PSAV. Concurrently, a B1 rating was assigned
to AVSC's proposed first lien credit facility and a Caa1 rating
was assigned to a new second lien term loan. Proceeds from $680
million in term loans, plus equity, will be used to finance the
acquisition of AVSC by Goldman Sachs affiliate Broad Street
Principal Investments and Olympus Partners. The ratings outlook is
stable.

The following ratings (and Loss Given Default assessments) were
assigned:

- Corporate Family Rating, B2

- Probability of Default Rating, B2-PD

- Proposed $60 million first lien revolver due 2019, B1 (LGD3,
   36%)

- Proposed $505 million first lien term loan due 2021, B1 (LGD3,
   36%)

- Proposed $180 million second lien term loan due 2022, Caa1
   (LGD5, 88%)

The existing ratings on Audio Visual Services Group, Inc. will be
withdrawn upon completion of the acquisition and repayment of
outstanding debt. The new ratings are contingent upon closing of
the proposed transaction and Moody's review of final
documentation.

Ratings Rationale

The B2 CFR reflects financial leverage (debt/EBITDA) of
approximately 4.7 times at September 30, 2013, pro forma for a
recent tuck-in acquisition and related synergies that have already
been implemented. Moody's expects financial leverage to fall below
4.5 times in 2014 from organic revenue and earnings growth, driven
primarily by improving demand for business travel. AVSC's same
hotel sales tend to correlate with the U.S. lodging industry's
RevPAR trends and Moody's expects RevPAR to grow 5-6% over the
next 12 to 18 months. But with such significant exposure to
business travel, Moody's also expects AVSC's revenues to decline
with the next economic downturn in the US.

Some revenue concentration exists with large hotel chains,
although AVSC's national footprint and significant market share
relative to its much smaller competitors reduce the risk of losing
an entire chain's business. The company has employees onsite at
customer locations and has reported high contract renewal rates
historically. However, renewals typically require upfront spending
on incentives and audio visual equipment, the timing of which can
be lumpy depending on the waterfall of contract expirations. Over
the next year, Moody's expects AVSC to generate at least $35
million of free cash flow and maintain an adequate liquidity
profile.

The stable outlook anticipates that AVSC will sustain market share
and grow revenues in line with RevPAR over the next 12-18 months,
while improving margins through the realization of planned
synergies. The ratings could be downgraded if liquidity
deteriorates, revenue materially underperforms RevPAR, margins
compress due to rising commissions, or debt is added to the
balance sheet such that debt / EBITDA is expected to be sustained
above 5 times. Conversely, the ratings could be upgraded if AVSC
reduces debt such that financial leverage and free cash flow to
debt are expected to be sustained below 4 times and above 8%,
respectively, in a downturn.

Illinois-based AVSC, operating under the brand name PSAV, is an
international provider of audio visual equipment and event
technology support within the hotel, resort and conference center
industry. Moody's expects 2014 revenues to exceed $1.1 billion.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 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.


BATS GLOBAL: S&P Affirms 'BB-' ICR & Removes From Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB-'
issuer credit rating on BATS Global Markets (BATS) and removed the
ratings from CreditWatch with positive implications, where S&P
placed the ratings on Aug. 26, 2013.  The outlook is stable.  At
the same time, Standard & Poor's assigned its 'BB-' issue rating
to the company's proposed $550 million senior secured credit
facilities, which will consist of a $450 million six-year term
loan B and a $100 million three-year revolver.

"The rating action follows the company's announcement that it
plans to issue $550 million senior secured credit facilities,"
said Standard & Poor's credit analyst Olga Roman.  The company
will use the proceeds to refinance its existing debt and pay an
approximately $235 million special dividend.  BATS is also
planning to fund approximately $50 million under the revolver,
primarily in British pounds, for currency hedging purposes, with
the remainder as a back-up liquidity source.  Financing will be
contingent on the Direct Edge merger closing.

S&P placed its ratings on BATS on CreditWatch with positive
implications in August 2013 following the company's announcement
of the plan to merge with Direct Edge.  S&P's initial view was
that the combined company could benefit from a stronger market
position and potential cost savings, potentially resulting in a
higher rating.  But S&P believes the significant increase in debt
leverage contemplated in the proposed transaction will offset the
positive attributes from the Direct Edge merger.  Total debt will
more than double to $550 million from $256 million as of Sept. 30,
2013, which S&P believes, when combined with the integration risk
of merging with Direct Edge, precludes any rating upside at this
time.  Based on annualized EBITDA generated during the nine months
ended Sept. 30, 2013, BATS' debt to EBITDA and EBITDA interest
coverage were approximately 2x and 5x, respectively.  Pro forma
for the proposed transaction, total debt to EBITDA would increase
to about 3x, excluding synergies.

The stable outlook reflects S&P's expectation that BATS will
successfully integrate the Direct Edge acquisition.  If BATS can
reduce its debt and achieve cost synergies, bringing debt leverage
to less than 2.5x on a sustainable basis, S&P would consider
upgrading the company.  On the other hand, if BATS' profitability
and key credit metrics deteriorate following the debt issuance,
S&P could lower the rating.  S&P could also consider downgrading
the company if it encounters significant operational issues during
the merger integration process.


BERNARD L. MADOFF: J.P. Morgan Settles for $2.2 Billion
-------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA)
Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC, on Jan. 7 filed two motions with the United States
Bankruptcy Court for the Southern District of New York seeking
approval of recovery agreements totaling approximately $543
million for the benefit of BLMIS customers.

The motions seek court approval to settle the avoidance claims
asserted by the SIPA Trustee against JPMorgan for $325 million, as
well as common law claims brought separately by the SIPA Trustee
and in a class action lawsuit, which mirrored the claims developed
by the SIPA Trustee's legal team, for $218 million.  The SIPA
Trustee's original complaint was filed in December 2010.

Of the $325 million that JPMC will pay to the SIPA Trustee, $50
million will be given to the joint liquidators of the Fairfield
Sentry Funds for distribution to the indirect investors in the
Fairfield Sentry Funds, as part of the cooperative agreement
reached in May 2011 to share a percentage of certain future
recoveries.

"I am extremely proud of both the legal and investigative work
conducted by David Sheehan, the legal team at BakerHostetler and
our other advisors in uncovering and documenting the facts about
JPMorgan's relationship with Madoff," said Mr. Picard.

Concurrently, the United States Attorney's Office for the Southern
District of New York announced a deferred prosecution agreement
with JPMorgan relating to Madoff, resulting in a $1.7 billion
civil forfeiture payment.

"I want to thank the Securities Investor Protection Corporation
for providing the financial support that allowed us to perform the
extensive investigations and legal work needed to unravel Madoff's
fraud and develop our compelling claims," said Mr. Picard.  "Most
importantly, [Tues]day's settlement is a great step toward making
a distribution in 2014."

The JPMorgan settlement monies for the BLMIS Customer Fund and the
Class Settlement Fund will become available once final,
unappealable court orders are reached for each of the settlements.
Distributions from the respective settlements will be made as soon
as practicable.

           SIPA Trustee's Bankruptcy Avoidance Claims

JPMorgan paid $325 million to settle the SIPA Trustee's avoidance
claims as part of the compromise settlement.  JPMorgan approached
the SIPA Trustee several months ago seeking a negotiated
resolution.

David J. Sheehan, Chief Counsel to the SIPA Trustee, said, "As
always, we must weigh the uncertainty, costs and risks of
litigation versus the benefits of settlement.  This compromise
with JPMorgan allows us to sidestep those pitfalls while
recovering additional, significant monies for the BLMIS Customer
Fund, which will flow as quickly as possible to BLMIS customers
with allowed claims."

This settlement brings the SIPA Trustee's recoveries to date to
approximately $9.783 billion for the BLMIS Customer Fund, or 55.9
percent of the estimated $17.5 billion in principal that was lost
in the Ponzi scheme by BLMIS customers who filed claims.

                 The Class Settlement Agreement

In addition, JPMorgan has agreed to pay $218 million to settle
common law claims brought by the SIPA Trustee and in a related
class action lawsuit.  These common law claims were developed by
the SIPA Trustee and set forth in his complaint against JPMorgan
in December 2010.  The class action complaint alleged similar
claims.  The settlement of the common law claims was jointly
entered into by the SIPA Trustee and the class action
representatives, Paul Shapiro and Stephen and Leyla Hill, who
filed two related common law class actions against JPMorgan, which
were later consolidated.

If approved by the District Court, the settlement class will
consist of BLMIS customers who had capital directly invested with
BLMIS and had net losses, regardless of whether they filed a claim
in the SIPA proceeding.

Court rulings denying the SIPA Trustee's standing to bring common
law causes of action led to the filing of the class action.
Mr. Sheehan noted that the SIPA Trustee appealed to the United
States Supreme Court on his right to bring common law claims
against major financial institutions on October 8, 2013.  As part
of the settlement, the SIPA Trustee agreed to withdraw the
petition in the JPMorgan case.  Regardless of the outcome of that
appeal, he said, the SIPA Trustee's bankruptcy claims of
approximately $3.5 billion remain outstanding against HSBC, UBS
and Unicredit.  Absent additional settlements, those cases will
advance through the judicial process.

Mr. Sheehan noted that, as part of the agreement, AlixPartners LLP
will be appointed Claims Administrator for the Class Settlement
Fund.  AlixPartners serves as the SIPA Trustee's claims agent in
the SIPA liquidation of BLMIS and has access to all updated
information on allowed claims and prior distributions made by the
SIPA Trustee.  Mr. Sheehan also noted that the SIPA Trustee will
make his documentation of customers with allowed claims available
to facilitate distribution of the Class Settlement Fund and to
vastly reduce potential administrative costs.  The Bankruptcy
Court hearing for approval of the settlement motions is scheduled
for February 4, 2014 at 10:00 a.m.

In addition to Mr. Sheehan, the SIPA Trustee acknowledges the
contributions of the BakerHostetler attorneys who worked on the
matter: Deborah Renner, Oren Warshavsky, Keith Murphy, Seanna
Brown, and Sarah Truong.

Further information on the ongoing Madoff Recovery Initiative and
a copy of the SIPA Trustee's motions can be found on the SIPA
Trustee's website -- http://www.madofftrustee.com

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: Class Action Co-Lead Counsel Laud Settlement
---------------------------------------------------------------
Co-Lead Counsel for the Class of BLMIS/Madoff customers have
announced a settlement of all potential claims against JPMorgan
Chase Bank, N.A. and its parents, subsidiaries and affiliates.
The proposed Class Action Settlement will be contemporaneously
presented by motions for approval to both United States District
Court Judge McMahon and to Bankruptcy Court Judge Lifland.

The settlement of this Class Action is one part of a multi-part
resolution of Madoff-related litigation against JPMorgan involving
simultaneous, separately negotiated settlements, which include the
Class Action Settlement in the amount of $218 million, the SIPA
Trustee's Avoidance Action settlement in the amount of $325
million, and a resolution with the U.S. Attorney's Office for the
Southern District of New York that includes a civil forfeiture in
the amount of $1.7 billion.  The payments by JPMorgan in
connection with these agreements will total $2.243 billion and
will benefit victims of Madoff's Ponzi scheme.

Co-Lead Counsel for the customers, Andrew Entwistle of Entwistle &
Cappucci LLP and Reed Kathrein of Hagens Berman, were especially
pleased with the settlement.  Attorney Entwistle observed that:
"It is particularly appropriate that shortly after the 5th
anniversary of Madoff's arrest these settlements with JPMorgan
will result in such substantial recoveries for Madoff victims."
Entwistle also observed that, "In negotiating the Class Action
Settlement, Class Counsel's singular goal was to maximize the
recoveries of customer-victims of Madoff's fraud.  In our view,
this goal has been achieved in spectacular fashion."

Attorney Kathrein observed: "This settlement reflects the
cooperative efforts of our team and the Trustee and represents a
favorable and economically sound resolution to what would
otherwise have been a costly and protracted legal battle."

If you wish to discuss this action or have any questions
concerning this press release, or your rights or interests with
respect to this matter, please contact: Andrew J. Entwistle, Esq.
(aentwistle@entwistle-law.com) of Entwistle & Cappucci LLP, 280
Park Avenue, 26th Floor West, New York, NY 10017, Telephone: (212)
894-7200; or Reed Kathrein, Esq. (reed@hbsslaw.com), 715 Hearst
Ave., Berkeley California 94710, Telephone (510) 725-3000.

More information about the case can be found at
http://www.entwistle-law.com/resources/index

The filed case number is 11-cv-7866 (VM) (U.S. Dist. Ct.,
S.D.N.Y.).

                  About Entwistle & Cappucci LLP

Entwistle & Cappucci -- http://www.entwistle-law.com-- is a
national law firm providing service to major public corporations,
a number of the nation's largest public pension funds,
governmental entities, leading institutional investors, domestic
and foreign financial services companies, emerging business
enterprises and individual entrepreneurs.

              About Hagens Berman Sobol Shapiro LLP

Seattle-based Hagens Berman Sobol Shapiro LLP --
http://www.hbsslaw.com-- is a plaintiff-focused law firm with
offices in nine cities across the United States.  Founded in 1993,
the firm represents plaintiffs in class actions and multi-state,
large-scale litigation that seek to protect the rights of
athletes, investors, consumers, workers, whistleblowers and
others.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BON-TON STORES: Bon-Ton Distribution Merger Completed
-----------------------------------------------------
Bon-Ton Distribution, Inc., a subsidiary of The Bon-Ton Stores,
Inc., (the "Parent") merged with and into Bon-Ton Distribution II,
LLC, with Bon-Ton Distribution II, LLC, surviving the merger and
being renamed Bon-Ton Distribution, LLC.  In connection with the
Bon-Ton Distribution Merger, on Dec. 31, 2013, the Parent, The
Bon-Ton Department Stores, Inc., a wholly-owned subsidiary of the
Parent (the "Issuer"), Bon-Ton Distribution and certain
subsidiaries of the Issuer, as guarantors, as applicable, entered
into each of:

   (1) the Fourth Supplemental Indenture with Wells Fargo Bank,
       National Association, as trustee under the indenture
       governing the Issuer's 105/8 percent Senior Notes due 2017;

   (2) the First Supplemental Indenture with Wells Fargo Bank,
       National Association, as trustee under the indenture
       governing the Issuer's 8.00 percent Second Lien Senior
       Secured Notes due 2021;

   (3) Supplement No. 3 to the Second Lien Security Agreement by
       and among the Issuer, Bon-Ton Distribution and Wells Fargo
       Bank, National Association, as trustee and collateral
       agent;

   (4) the Joinder Agreement to Loan Documents by and among Bon-
       Ton Distribution, as new borrower, the Issuer, as borrower
       agent, and Bank of America, N.A., as administrative agent
       and co-collateral agent; and

   (5) the Guaranty by Bon-Ton Distribution, as new guarantor, in
       favor of Bank of America, N.A., as agent, the lenders and
       the other secured parties.

The Supplemental Indentures amend the Issuer?s existing indentures
to include Bon-Ton Distribution as a guarantor under each series
of the Issuer's outstanding notes.  The Security Agreement
Supplement added Bon-Ton Distribution as a grantor under the
Second Lien Security Agreement, by and among the Issuer, the
Parent and the other signatories thereto, dated as of July 9,
2012.  The Joinder joins Bon-Ton Distribution as a borrower under
the Second Amended and Restated Loan and Security Agreement, dated
as of March 21, 2011, as amended by the First Amendment to Second
Amended and Restated Loan and Security Agreement, dated as of
Oct. 25, 2012, and the Second Amendment to Second Amended and
Restated Loan and Security Agreement, dated as of Dec. 12, 2013,
by and among the Issuer, Carson Pirie Scott II, Inc., McRIL, LLC
and The Bon-Ton Stores of Lancaster, Inc., as borrowers, each of
the other obligors party thereto, the lenders party thereto, Bank
of America, N.A., as agent, and the other agents and arrangers
from time to time party thereto, and each other Loan Document.
The Guaranty requires Bon-Ton Distribution to guarantee
obligations incurred under the Loan Agreement and the other Loan
Documents.  The Supplemental Indentures were effected pursuant to
provisions in the indentures governing each series of the Issuer's
outstanding notes that permits the Issuer, the Guarantors and the
applicable trustee to amend the indentures without notice to or
consent of any noteholder in order to provide for the assumption
of a Guarantor's obligations to holders of notes in the case of a
merger of a Guarantor.

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.  The Company's balance sheet at
Nov. 2, 2013, showed $1.80 billion in total assets, $1.75 billion
in total liabilities and $48.87 million in total shareholders'
equity.

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


C&K MARKET: Can Tap Watkinson Laird as Real Estate & Labor Counsel
------------------------------------------------------------------
C&K Market, Inc., sought and obtained authorization from the U.S.
Bankruptcy Court for the District of Oregon to employ Watkinson
Laird Rubenstein Baldwin & Burgess PC as special purpose counsel,
pursuant to Section 327(e) of the Bankruptcy Code, to provide real
estate, health, labor and employment law representation to the
Debtor consistent with Watkinson Laird's representation of the
Debtor prior to the Chapter 11 filing.

Watkinson Laird served as the Debtor's real estate, health, labor,
and employment law counsel prepetition, and the Debtor wants the
firm to continue providing those services post-petition.

Watkinson Laird will be paid at these hourly rates:

       John C. Watkinson, Shareholder        $325
       B. Kevin Burgess, Shareholder         $305
       R. Scott Palmer, Shareholder          $305
       Jane M. Yates, Shareholder            $235
       Ryan Belton, Associate                $165
       Lainna Sharkey, Paralegal             $125

Watkinson Laird will also be reimbursed for reasonable out-of-
pocket expenses incurred.

In the year prior to filing of this case, Watkinson Laird received
payments from the Debtor or its affiliates totaling $135,952.96.
Watkinson Laird holds a $14,118 retainer from the Debtor in its
client trust account.

John C. Watkinson, Esq. -- jwatkinson@wlrlaw.com -- shareholder of
Watkinson Laird, 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.

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

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtors' financial advisor.  The Debtors hired Great
American Group, LLC, to conduct store closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtors' cases has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


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

Otterbourg will, among other things:

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

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

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

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

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

Otterbourg will be paid at these hourly rates:

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

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

                         About C&K Market

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

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtors are represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtors' financial advisor.  The Debtors hired Great
American Group, LLC, to conduct store closing sales.

An Official Committee of Unsecured Creditors appointed in the
Debtors' cases has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


C&K MARKET: Panel Hires Protiviti as Financial Consultant
---------------------------------------------------------
The Unsecured Creditors Committee, by and through its Chair,
Eric Forrest of Willamette Beverage Company, dba Bigfoot
Beverages, filed papers asking the U.S. Bankruptcy Court to employ
Protiviti, Inc. as financial consultant for the Committee in the
bankruptcy case of C&K Market Inc.

The firm will, among other things, provide these services:

   * review and analysis of the Debtor's weekly financial and cash
     Flow performance as compared to its budget;

   * review and analysis of historical operating results and
     recent performance and comparison to Debtor's long-term
     projections;

   * review and analysis of Debtor's business segment and
     location-by-location analyses of profitability to determine
     profitable and unprofitable locations or business segments.

Michael Atkinson is a Managing Director in Protiviti's Baltimore
office and leads Protiviti's Creditor Advisory Group.

Mr. Atkinson will lead the engagement for Protiviti and have
direct involvement with the Debtor, the Debtor's legal and
financial advisors, U.S. Bank and its advisors, and the
Committee's Counsel. Mr. Atkinson will provide updates to
Committee members on a weekly basis or as frequent as necessary.
Mr. Crockett's duties will include assessing the Debtor's business
as a going concern, analyzing the Debtor's 4-wall analysis,
analyzing historical operations to ensure the Debtor is operating
on conservative projections, and review of any plan of
reorganization the Debtor may propose.

The duties of Andrew Frisvold, Manager with Protiviti in their
Litigation, Restructuring & Investigative Services Group, will
include analyzing weekly cash flows and adherence to the Company's
budget and financial covenants, assessing long-term viability of
the company, valuation of any unencumbered assets, and preparing
distribution analyses to inform the Committee of potential
distribution scenarios.

The current billing rates for Mr. Atkinson, Jason Crockett, a
director at Protiviti, and Mr. Frisvold are $620, $440, and $320
per hour respectively.

Collectively, their average billing rate is approximately $460 per
hour.  During December 2013 and January 2014, Protiviti is
requesting monthly compensation of $40,000 per month.  This would
equate to approximately 87 hours of work at the $460 per hour
blended hourly rate.

In February 2014 and thereafter, Protiviti is requesting flat
monthly compensation of $25,000 per month, which would equate to
approximately 54 hours of work at the $460 per hour blended hourly
rate.

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

                            About C&K Market

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

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

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

An Official Committee of Unsecured Creditors appointed in the
Debtors' cases has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.


CAMPUS HABITAT 15: In Chapter 11; Assets Total $14-Mil.
-------------------------------------------------------
Campus Habitat 15, LLC, which provides student housing in Laramie,
Wyoming, filed a Chapter 11 bankruptcy petition (Bankr. D. Wyo.
Case No. 13-21179) in Cheyenne, Wyoming, on Dec. 29, 2013, without
providing a reason.

The Debtor filed together with its bankruptcy petition partial
schedules disclosing $14.1 million in total assets.  The Debtor
said its real property in Laramie, Wyoming, is worth $14 million,
which secures debt of $12.9 million.  The Debtor estimated total
liabilities of $10 million to $50 million.

The Debtor says it has 465 leases for its apartment building.

The case is assigned to Judge Peter J. McNiff.  Paul Hunter, Esq.,
in Cheyenne, represents the Debtor.

Topanga, California-based entities Titan, LLC and Campus Habitat,
LLC, own 99% and 1% of the Debtor, respectively.


CANCER GENETICS: Appoints John Pappajohn Chairman of the Board
--------------------------------------------------------------
Cancer Genetics, Inc.'s board of directors appointed John
Pappajohn as its new Chairman, effective Jan. 6, 2014.

Mr. Pappajohn is a recognized business leader and a pioneer in the
venture capital industry.  He has been involved in over 100 start-
up companies, over 50 IPOs, and has served as a director of over
40 public companies, many in the bioscience and health-related
industries.  Mr. Pappajohn is a shareholder of CGI and has been a
member of its board of directors since 2008.

As compensation for serving as the Chairman of the Board, the
Company will pay Mr. Pappajohn $100,000 per year and will grant to
Mr. Pappajohn, subject to the approval by the Company's
stockholders of a new equity incentive plan or the amendment of
the Company's existing equity incentive plan, 25,000 restricted
shares of the Company's common stock, and options to purchase an
aggregate of 100,000 shares of the Company's common stock.

John Pappajohn commented, "I am honored to be named Chairman of
CGI's board of directors and excited for the opportunity to work
more closely with the CGI team.  While 2013 was a great year for
the Company, 2014 promises to be even better.  My personal goal
for CGI is to help the Company become the world leader in DNA-
based diagnostics."

Mr. Pappajohn continued, "The contributions of Dr. Chaganti and
his world-class research team in developing the technology behind
our unique personalized oncology tests, matched with the
disciplined and focused leadership of our CEO Panna Sharma, has
positioned the Company for strong future growth.  Our 2013 double-
digit revenue growth, our joint venture with Mayo Clinic, and the
commercial roll out of five proprietary tests, has already put CGI
in an industry-leading position.  I plan to help the Company build
upon that success."

Raju S.K. Chaganti, Ph.D., founder of CGI and Chairman since its
inception, will remain on the board of directors and will continue
to play an important role in scientific and product development at
CGI and will continue managing the Company's scientific advisory
board.  The CEO of CGI, Panna Sharma, stated:  "On behalf of the
entire CGI team, I want to thank Dr. Chaganti, our founder, for
his relentless commitment to our success and his ground breaking
research in the field of molecular diagnostics.  He has played a
vital role in our success, and we look forward to his continued
contributions."

Additionally, effective Jan. 6, 2014, Tommy Thompson has resigned
from CGI's Board of Directors.  Mr. Sharma commented, "Governor
Thompson has been an invaluable part of our Company, guiding us
through growth and transition issues and helping us with his
strategic insight in finance and healthcare."

                        About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

"The Company has suffered recurring losses from operations, has
negative working capital and a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $9.84 million on $4.75 million of revenue as compared
with a net loss of $2.62 million on $3.22 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $14.30
million in total assets, $9.42 million in total liabilities and
$4.88 million in total stockholders' equity.


CBS OUTDOOR: Moody's Assigns 'Ba3' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned CBS Outdoor Americas Inc. a Ba3
corporate family rating (CFR) and assigned a Ba1 facility rating
to the proposed term loan and revolver facility. The senior
unsecured notes maturing in 2022 and 2024 were assigned a B1
rating. The probability of default rating is Ba3-PD. The outlook
is stable.

The debt is being issued as part of the expected IPO and spin or
split off of CBS Outdoor Americas Inc. from CBS Corporation.
Initially 19% of the equity will be sold to the public with the
remaining 81% held by CBS Corporation. Over time, Moody's expects
the remaining 81% of equity to be spun off to shareholders. The
company is currently awaiting a private letter ruling from the IRS
to confirm that it qualifies to convert to a REIT. Initially
Moody's expects CBS Outdoor to operate as a C corporation, but
anticipate that it will convert to a REIT in the second half of
2014 which will require at least 90% of taxable income to be
distributed to shareholders. CBS Outdoor Americas Capital LLC, a
Qualified REIT Subsidiary after conversion to a REIT, and CBS
Outdoor Americas Capital Corp, a Taxable REIT Subsidiary after
conversion, will be the issuers of the first lien credit
facilities and senior unsecured notes. The Qualified REIT
Subsidiaries will include the company's stationary transit and
billboard business which includes static, digital, and poster
boards and the Taxable REIT Subsidiaries will contain its moving
transit and international business operations.

A summary of Moody's rating action is as follows:

CBS Outdoor Americas Inc.

Corporate Family Rating Ba3

Probability of Default Rating Ba3-PD

SGL-2 assigned

Outlook: stable

CBS Outdoor Americas Capital LLC

New $425 million revolver due 2019 assigned a Ba1 (LGD2, 22%)

New $800 million term loan B due 2021 assigned a Ba1 (LGD2, 22%)

New $400 million senior notes due 2022 assigned a B1 (LGD5, 77%)

New $400 million senior notes due 2024 assigned a B1 (LGD5, 77%)

Outlook: stable

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as provided to Moody's.

Ratings Rationale

CBS Outdoor Americas Inc. Ba3 CFR rating reflects its market
position as one of the largest outdoor advertising companies in
the U.S. and the positive outlook for the outdoor advertising
industry. Pro-forma Leverage is 5x including Moody's standard
adjustments for lease expenses and 4.2x excluding Moody's standard
lease expense adjustments as of Q3 2013. The company is expected
to generate good free cash flow although almost all of it is
expected to be distributed to shareholders. Given that the
required distribution is based on earnings and is after interest
and depreciation of capital, Moody's expects the company to have
adequate resources to manage all required liabilities. The ability
to convert traditional static billboards to digital is expected to
support both revenue and EBITDA growth although the company has
historically spent substantially less than its largest competitors
on digital displays. Compared to other traditional media outlets,
the outdoor advertising industry is not likely to suffer from
disintermediation and benefits from restrictions on the supply of
billboards that help support advertising rates and high asset
valuations.

The rating is constrained by the lack of operating history as a
standalone company and the need to build corporate operations to
support the business which leads to above average operational risk
compared to its competitors in the industry. EBITDA margins are
also below the industry average of its US competitors at
approximately 30% due to its lower margin transit and
international business, but Moody's expects margins to improve as
a standalone company and benefit from capex spend on digital
assets that Moody's anticipates will be directed to the highest
ROI assets. Given the need to build corporate operations and
modest capital expenditures, it will take time before EBITDA
margins start to improve. Moody's expects the billboard industry
to become more volatile than it has in the past as companies
operate with shorter term contracts than the industry has
historically. The outdoor industry also remains vulnerable to
consumer ad spending and CBS Outdoor derived 40% of revenue from
national advertisers in 2012 with over 30% derived from New York
City and Los Angeles alone. The combination of shorter term
contracts in the industry and above average exposure to national
advertising increases the revenue volatility, although the company
operates with a large amount of cancelable leases that could be
terminated or renegotiated at lower rates during a downturn.

Moody's expects CBS Outdoor to maintain good liquidity as
reflected by its SGL-2 liquidity rating. Liquidity is supported by
the company's $425 million revolver, $80 million L/C facility, and
good free cash flow prior to shareholder distributions. While the
distribution of free cash flow to shareholders will lead to a
limited amount of cash on the balance sheet, the required
distributions would decline as earnings decline. The company has
access to additional sources of liquidity to maintain the
distribution level despite a decline in the required distribution
rate. If the company retained its distribution rate above the
amount of free cash flow for a an extended period of time, the
liquidity position would deteriorate

The term loan facility is expected to be covenant lite, but the
revolver is anticipated to be subject to a financial covenant
based on a secured leverage test. The company is also expected to
have the ability to issue an Incremental Term Loan in the amount
of the greater of $400 million or an unlimited amount subject to
an incurrence test.

The rating outlook is stable with low to mid single digit revenue
and EBITDA growth driven by economic growth and operational
improvements on a standalone basis. Moody's anticipates that
leverage will decline modestly driven by EBITDA growth with free
cash flow distributed to shareholders instead of debt repayment.

Upward rating pressure is limited until corporate operations are
completed, a track record of earnings has been established on a
standalone basis, and the company determines whether it will
operate as a REIT or a C corporation. Leverage would need to
decrease below 4x (including Moody's standard adjustments) while
operating as a REIT and the company will need to demonstrate both
the desire and ability to sustain leverage below that level while
maintaining an adequate liquidity position.

The ratings could face downward pressure if debt to EBITDA were to
increase above 5.5x driven by debt funded acquisitions, material
debt funded stock buybacks, or a decline in earnings triggered by
a significant drop in advertising spending. A material decline in
its liquidity position could also trigger a downgrade.

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

CBS Outdoor Americas Inc. is currently an operating subsidiary of
CBS Corporation which is planning to spin of split off the
division following an IPO in Q1 2014. The company is currently
seeking a private letter ruling from the IRS to convert to a REIT.
The division generated revenues of approximately $1.3 billion on a
LTM basis as of Q3 2013 as a division of CBS Corporation.


CBS OUTDOOR: S&P Assigns 'BB-' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York-based outdoor
advertiser CBS Outdoor Americas Inc. a 'BB-' corporate credit
rating.  The rating outlook is stable.

At the same time, S&P assigned CBS Outdoor Americas Inc.'s
proposed $425 million revolving credit facility due 2019 and $800
term loan due 2021 its 'BB+' issue-level rating, with a recovery
rating of '1', indicating S&P's expectation for very high (90% to
100%) recovery for lenders in the event of a payment default.

S&P also assigned the proposed $400 million senior notes due 2022
and $400 million senior notes due 2024 its 'BB-' issue-level
rating, with a recovery rating of '4', indicating S&P's
expectation for average (30% to 50%) recovery for lenders in the
event of a payment default.

S&P's rating on CBS Outdoor Americas Inc. reflects its expectation
that the company will continue to maintain fully adjusted leverage
below 4x, and that its financial policy will not become more
aggressive.  The current rating reflects the company's plan to
convert into a real estate investment trust (REIT), assuming it
receives a favorable IRS ruling in 2014.  Under a REIT structure,
the company would be required to distribute 90% of taxable income
to shareholders on an ongoing basis, which in our opinion could
reduce financial flexibility.

CBS Outdoor's business risk profile is "satisfactory" because of
its strong position in large outdoor advertising markets,
consistently high EBITDA margin in the low-40% area including
adjustment for operating leases, and only moderate structural
pressure compared with various other media because of less
competition from online advertising.  S&P views CBS Outdoor's
financial risk profile as "aggressive," because despite its
expectation that fully adjusted leverage will remain below 4x, S&P
expects discretionary cash flow generation will be minimal once
the company converts to a REIT.

The company's financial policy has a negative impact on S&P's
rating outcome.  S&P believes that CBS Outdoor's decision to
pursue a REIT conversion will reduce financial flexibility and
limit its ability to pay down debt in the future.  This could
result in minimal discretionary cash flow generation. CBS Corp.
expects to own approximately 81% of CBS Outdoor after its proposed
IPO.  S&P expects CBS will reduce their ownership over time and do
not expect them to support CBS Outdoor.  As a result, S&P views
CBS Outdoor as nonstrategic to CBS Corp.

CBS Outdoor is one of the largest U.S. outdoor advertising
companies in a fragmented industry.  Its size affords it operating
efficiency, a degree of business diversification, and
relationships with advertisers who seek a presence in multiple
markets.  A significant portion of revenue is from its higher-
margin billboard business, though about one quarter of revenues
comes from lower-margin transit contracts.  Unlike rated peer
Lamar Media Corp., CBS Outdoor generates a high percentage of
revenues from larger markets and has a higher exposure to national
advertising.  CBS Outdoor also participates in international
markets, which provides some diversification, but these markets
have a higher mix of lower-margin transit displays than in the
U.S.


CELL THERAPEUTICS: Gets Positive Final Determination From NICE
--------------------------------------------------------------
Cell Therapeutics, Inc., reported that the National Institute for
Health and Care Excellence, the independent body responsible for
driving improvement and excellence in the health and social care
system in the United Kingdom (UK), has issued its Final Appraisal
Determination (FAD) for PIXUVRI(R) (pixantrone).  The positive
final draft guidance determines PIXUVRI cost effective and
recommends funding the treatment as a monotherapy for the
treatment of adult patients with multiply relapsed or refractory
aggressive B-cell non-Hodgkin lymphoma (aggressive B-cell NHL),
which includes diffuse large B-cell lymphoma (DLBCL).  CTI
estimates that there are approximately 1,600 to 1,800 people in
the UK diagnosed with multiply relapsed aggressive B-cell NHL per
year.

James A. Bianco, M.D., president and chief executive officer of
CTI stated, "The positive recommendation by NICE for the funding
of PIXUVRI means that physicians in England and Wales now have
access to the only approved therapy for their patients with
aggressive B-cell NHL in the third- and fourth-line salvage
setting."

The NICE Appraisal Committee reviewed CTI's updated data analysis
showing PIXUVRI's cost effectiveness and recommended the treatment
as an option for certain people with histologically confirmed
aggressive B-cell NHL who have previously received rituximab and
are receiving PIXUVRI as a third- or fourth-line treatment.

The FAD further recommends the prescription of PIXUVRI for as long
as CTI makes the Patient Access Scheme (PAS) available.  The PAS
is a confidential pricing and access agreement with the UK's
Department of Health.

The FAD forms the basis of the final guidance to the NHS in
England and Wales and is expected to be published in February
2014.  Once the final guidance is published, the NHS must fully
implement it within 90 days.  CTI expects to officially launch
PIXUVRI in England and Wales in early spring, when the FAD has
been largely implemented.

Professor John Radford, a lymphoma expert at The University of
Manchester and The Christie NHS Foundation Trust in Manchester -
both part of the Manchester Cancer Research Centre said, "DLBCL is
the most common type of aggressive NHL and despite undoubted
progress over the last 10 years resulting from the introduction of
better first-line therapy, the disease still recurs in some
patients.  The recent recommendation by NICE for the funding of
PIXUVRI provides an additional treatment option for these patients
and is a welcome development."

Professor Finbarr E. Cotter, Professor of Haematology and Chair of
Experimental Haematology, Centre for Haemato-Oncology, Barts
Cancer Institute, and representative for the British Society for
Haematology (BSH) commented, "The availability of PIXUVRI means
physicians will be able to extend an approved salvage regimen to
those patients that fail second- or third-line therapy.  The data
from the pivotal EXTEND Phase 3 trial of PIXUVRI clearly indicate
that this drug is effective in heavily pretreated patients with
relapsed or refractory aggressive NHL."

                     About Cell Therapeutics

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

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

                           Going Concern

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

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

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

                         Bankruptcy Warning

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


COLORADO PROPERTY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Colorado Property Investments, Inc.
        7501 Village Square Drive, #205
        Castle Rock, CO 80108

Case No.: 14-10111

Chapter 11 Petition Date: January 7, 2014

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

Judge: Hon. Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: 303-572-1010
                  Email: jweinman@epitrustee.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gene A. Osborne, vice president.

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


COMMUNITY HEALTH: Moody's Confirms 'B1' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service confirmed the ratings of CHS/Community
Health Systems, Inc., including the B1 Corporate Family Rating and
B1-PD Probability of Default Rating. Moody's also confirmed the
ratings on the company's existing debt instruments. This action
concludes the review of Community's ratings initiated on July 30,
2013 following the company's announcement that it signed a
definitive agreement to acquire Health Management Associates, Inc.
(B1 stable) in a transaction valued at $7.6 billion, including
about $3.7 billion of HMA's debt, with a combination of cash and
stock.

Moody's also assigned a Ba2 (LGD 2, 28%) rating to the company's
proposed amended and incremental credit facilities, a Ba2 (LGD 2,
28%) rating to the proposed issuance of $1.705 billion of senior
secured notes and a B3 (LGD 5, 82%) rating to the proposed $2.875
billion of senior unsecured notes. The proceeds from the
incremental debt will be used to fund the acquisition of HMA's
equity and the refinancing of HMA's debt. Moody's will withdraw
HMA's ratings at the close of the transaction. The outlook for
Community's ratings is stable. Finally, Moody's downgraded
Community's Speculative Grade Liquidity Rating to SGL-2 from SGL-
1.

"While Community's outstanding debt will increase considerably in
order to fund the HMA acquisition, we expect the company to bring
leverage back to the historical level of about 5.0 times debt to
EBITDA by the end of 2015," said Dean Diaz, a Moody's Senior Vice
President. "The confirmation of Community's B1 Corporate Family
Rating reflects Moody's expectation that the company will focus on
leverage reduction through realization of synergies, improved
operations at HMA facilities and debt repayment," continued Diaz.
Moody's confirmation of the rating also reflects the combined
company's increased scale, which affords benefits in controlling
costs and contracting with payors, as well as the continued focus
on non-urban settings, thereby limiting competition. However,
Moody's rating also reflects the risks inherent in integrating
such a large operation. Finally, Moody's confirmation of
Community's rating acknowledges both the additional clarity around
the potential settlement related to the Department of Justice
investigation of Community and the uncertainty related to the
ongoing investigations of HMA, for which the company is
indemnified to a certain extent through the issuance of the
contingent value right as part of the acquisition consideration.

The stable rating outlook reflects Moody's expectation that the
company will focus on the integration of the HMA facilities and on
reducing leverage. Therefore, Moody's does not expect the company
to undertake any additional meaningful acquisitions or share
repurchase activity in the near term. The outlook also reflects
Moody's expectation that the sector will see a benefit from the
expansion of insurance coverage under the Affordable Care Act
beginning in 2014. However, these benefits will be tempered by
continued headwinds in the sector, including weak volume growth
trends and pressure on Medicare reimbursement rates.

The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's
expectation that the company will maintain good liquidity over the
next 12 to 18 months. Moody's expects that cash flow will be
sufficient to fund working capital and capital spending needs but
that the company may have to rely on its $1.0 billion revolver in
2014 to fund additional cash needs, including previously
contemplated acquisitions of individual facilities. Additionally,
Moody's expects that the amended credit facility will include two
financial covenants with initial headroom set at levels sufficient
to ensure compliance over the forecast period.

Following is a summary of Moody's rating actions.

Ratings confirmed / LGD assessments revised:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured revolving credit facility expiring 2016 at Ba2 (LGD
2, 28%) from Ba2 (LGD 2, 29%) (to be withdrawn at close of
transaction)

Senior secured term loan due 2014 at Ba2 (LGD 2, 28%) from Ba2
(LGD 2, 29%)

Senior secured term loan due 2016 at Ba2 (LGD 2, 28%) from Ba2
(LGD 2, 29%) (to be withdrawn at close of transaction)

Senior secured term loan due 2017 at Ba2 (LGD 2, 28%) from Ba2
(LGD 2, 29%)

Senior secured notes due 2018 at Ba2 (LGD 2, 28%) from Ba2 (LGD 2,
29%)

Senior unsecured notes due 2019 and 2020 at B3 (LGD 5, 82%) from
B3 (LGD 5, 83%)

Senior secured shelf at (P) Ba2

Senior unsecured shelf at (P) B3

Ratings assigned:

Senior secured revolving credit facility expiring 2019 at Ba2 (LGD
2, 28%)

Senior secured term loan due 2019 at Ba2 (LGD 2, 28%)

Senior secured term loan due 2021 at Ba2 (LGD 2, 28%)

Senior secured notes due 2021 at Ba2 (LGD 2, 28%)

Senior unsecured notes due 2022 at B3 (LGD 5, 82%)

Ratings downgraded:

Speculative Grade Liquidity Rating to SGL-2 from SGL-1

RATINGS RATIONALE

Community's B1 Corporate Family Rating reflects Moody's
expectation that the company will rapidly reduce leverage from pro
forma levels. Moody's expects leverage to be close to 5.0 times by
the end of 2015 as the company focuses on the integration of the
HMA operations and driving synergies in lieu of additional
acquisitions or shareholder initiatives. Also supporting the
rating is Community's pro forma scale and market strength. These
traits should help the company weather unfavorable trends,
including weak volumes that continue to affect the industry as a
whole, and adjust to a changing environment post the
implementation of the provisions of the Affordable Care Act.
Moody's anticipates that the company will see stable to improving
margin performance in the near term from a combination of
improvements at the HMA facilities, synergies from the combination
and benefits from lower bad debt resulting from the expansion of
insurance coverage under the Affordable Care Act.

Given the significant increase in leverage to complete the
acquisition of HMA, Moody's does not expect an upgrade of the
ratings in the near term. However, Moody's could upgrade the
ratings if financial leverage is materially reduced and cash flow
coverage of debt metrics improve. Specifically, if Community is
able to achieve and sustain adjusted debt to EBITDA closer to 4.0
times, the ratings could be upgraded.

If the company is not able to meaningfully reduce leverage from
pro forma levels over the next twelve months, Moody's could
downgrade the ratings. Additionally, a significant debt financed
acquisition or adverse developments beyond Moody's expectations
related to ongoing investigations or litigation could result in a
downgrade of the ratings. More specifically, if Moody's expects
that debt to EBITDA will be sustained above 5.0 times, the ratings
could be downgraded.

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

CHS/Community Health Services, Inc., headquartered in Franklin,
TN, is an operator of general acute care hospitals in non-urban
and mid-sized markets throughout the US. Pro forma for the
acquisition of HMA, Community will own, lease or operate 206
hospitals in 29 states. Pro forma revenue would have exceeded $18
billion for the twelve months ended September 30, 2013 after
considering the provision for bad debts.


COMMUNITY HEALTH: S&P Affirms 'B+' CCR Over HMA Acquisition
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on hospital operator Community Health
Systems Inc.  The outlook is negative.

At the same time, S&P assigned the proposed $1 billion revolving
credit facility, $1 billion term loan A, $2.26 billion term loan
D, and $1.7 billion senior secured notes its 'BB' issue-level
rating (two notches above the corporate credit rating on
Community), with a recovery rating of '1', indicating S&P's
expectation for very high (90% to 100%) recovery of principal in
the event of default.  S&P assigned its 'B-' issue-level rating
(two notches below the corporate credit rating on Community) to
the proposed $2.9 billion senior unsecured notes, with a recovery
rating of '6', indicating S&P's expectation for negligible (0% to
10%) recovery of principal in the event of payment default.

S&P also affirmed its 'BB' issue-level ratings on Community's
existing bank debt and senior secured debt.  S&P lowered its
ratings on Community's existing senior unsecured debt to 'B-' from
'B'.  S&P revised its recovery rating on the senior unsecured debt
to '6' from '5', indicating its expectation of negligible (0% to
10%) recovery of principal in the event of payment default.  S&P
removed its ratings on the senior secured debt from CreditWatch
negative and the senior unsecured debt from CreditWatch
developing.  The downgrade of the senior unsecured debt reflects
the increased size of total senior secured debt, which reduces
recovery prospects for unsecured lenders in the event of default.

"Our assessment of Community's business risk profile remains
"fair", despite the addition of HMA's 71 facilities.  The
financial risk profile remains "highly leveraged" given pro forma
debt leverage of about 6x," said credit analyst David Peknay.
"While we do believe Community will take steps in the near term to
reduce leverage, we still expect debt leverage to be consistent
with a "highly leveraged" financial risk profile as we believe
debt to EBITDA will remain above 5x through 2015."

The negative outlook reflects the potential for continued negative
operating trends, such as weak patient volume and declining
profitability, and failure of the company to achieve expected
acquisition-related benefits.

                         Downside scenario

S&P could lower the rating if the anticipated benefits of the HMA
acquisition fall short of expectations negative operating trends
continue, contributing to declining margins.  In that event,
despite the important position of its facilities in many of its
markets, S&P could remove the one-notch uplift resulting from a
"favorable" comparable rating modifier assessment and lower
Community's corporate credit rating to 'B'. A more aggressive
financial policy could also contribute to a lower rating.

                         Upside scenario

S&P would consider revising the outlook to stable once Community
completes the acquisition of HMA and our confidence that the
company can achieve its base-case forecast increases.  S&P
estimates this could happen if the company's adjusted EBITDA
margin expanded by 75 to 100 basis points from its third quarter
level for the past 12 months and resulted in cash flow generation
in line with its base-case forecast.


CONCHO RESOURCES: Grants Executive Officers Performance Units
-------------------------------------------------------------
The Compensation Committee of the Board of Directors of Concho
Resources Inc. took certain actions with respect to the
compensation of its executive officers, including:

   (i) a grant of performance units to officers of the Company
       pursuant to a form of Performance Unit Award Agreement
       approved by the Compensation Committee on Jan. 2, 2013; and

  (ii) making restricted stock grants.

The Performance Units and restricted stock grants were made under
the Company's 2006 Stock Incentive Plan, as amended and restated
effective as of April 19, 2012, which was approved by the
Company's stockholders in June 2012.

Performance Unit Awards

The Performance Units granted to each recipient are payable in
shares of the Company's common stock based upon the achievement by
the Company over a performance period commencing on Jan. 1, 2014,
and ending on Dec. 31, 2016, of performance goals established by
the Compensation Committee.

The Performance Units granted on Jan. 2, 2014, by the Compensation
Committee to the Company's named executive officers pursuant to a
Performance Unit Award Agreement are as follows: Timothy A. Leach,
62,869 Performance Units; Darin G. Holderness, 9,672 Performance
Units; Matthew G. Hyde, 9,672 Performance Units; and E. Joseph
Wright, 16,443 Performance Units.

Restricted Stock Awards

The restricted stock awards vest in four equal annual installments
beginning on Jan. 2, 2015.  The restricted stock awards granted on
Jan. 2, 2014, by the Compensation Committee to the Company's named
executive officers are as follows: Darin G. Holderness, 9,672
shares of restricted stock; Matthew G. Hyde, 9,672 shares of
restricted stock; and E. Joseph Wright, 16,443 shares of
restricted stock.

A copy of the Form 8-K is available for free at:

                        http://is.gd/fKVzcZ

                    About Concho Resources Inc.

Concho Resources Inc. is an independent oil and natural gas
company engaged in the acquisition, development and exploration of
oil and natural gas properties.  The Company's operations are
focused in the Permian Basin of Southeast New Mexico and West
Texas.  For more information, visit Concho?s website at
www.concho.com.

The Company's balance sheet at Sept. 30, 2013, showed $9.53
billion in total assets, $5.88 billion in total liabilities and
$3.64 billion in total stockholders' equity.

As reported by the TCR on May 22, 2013, Moody's Investors Service
upgraded Concho Resources Inc.'s Corporate Family Rating to Ba2
from Ba3.

"The upgrade to Ba2 reflects Concho Resources' strong cash
margins, relatively high proportion of oil in the production mix,
and continued growth in production and reserves," said Arvinder
Saluja, Moody's Assistant Vice President-Analyst.

Concho Resources Inc. carries a BB+ corporate credit rating
from Standard & Poor's.

                            *   *    *

This concludes the Troubled Company Reporter's coverage of Concho
Resources until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


CONSTAR INT'L: Jan. 9 Hearing on Amcor Bid, Plastipak Objection
---------------------------------------------------------------
Constar International Holdings, LLC, et al., will appear before
Judge Christopher S. Sontchi on Jan. 9, 2014, at 1:00 p.m., to
seek approval of bid procedures, as revised, in connection with
the sale of substantially all of their assets in the U.S. for
$68.5 million to Amcor Rigid Plastics USA Inc., absent higher and
better offers.

The Debtors propose to conduct the sale process in accordance with
this timeline:

     Deadline                           Event
     --------                           -----
     Jan. 22, 2014 at 11:59 p.m.        Bid Deadline
     Jan. 24, 2014                      Auction, if necessary
     Jan. 25, 2014                      Objection deadline to sale
     Jan. 27, 2014                      Sale hearing

To participate in the auction, interested parties must submit an
initial bid that exceeds Amcor's offer by 3.5% of the base
purchase price, plus the expense reimbursement of up to $2 million
to Amcor, plus $500,000.

The Debtors say that Amcor's offer is sufficient to satisfy all
amounts due an outstanding under their revolving loan facility,
and provide significant value to the term lenders.

Under the proposed sale order, the proceeds from the sale will be
paid first to fund an escrow account for the Debtors' professional
fees, including, the fees of Dechert LLP and the transaction fee
payable to Lincoln Advisors and second to fund the reserve payment
of the priority vendor claims.  The remaining sale proceeds will
be held by the Debtors for distribution in accordance with the
priorities set forth in the Bankruptcy Code under a plan of
liquidation or otherwise.

Black Diamond Capital Management, LLC, and Solus Alternative
Management LP will not credit bid their secured claims in the
auction.

The Debtors filed the bid procedures motion Dec. 19, 2013.  On
Jan. 7, 2014, the Debtors filed a notice of filing of revised
exhibits -- containing the proposed order and the bidding
procedures.  A copy of the revised documents is available for free
at: http://bankrupt.com/misc/Constar_Revised_Sale_Exhibits.pdf

The revised documents provide that the Debtors' obligation to pay
the break-up fee and expense reimbursement will be junior to the
final payment and satisfaction in full of any claims of Wells
Fargo Capital Finance, LLC, the revolving loan agent.

The revised documents also provide that counsel to the agent under
the revolving loan facility is Otterbourg P.C., 230 Park Avenue,
New York, New York 10169, Attn: Andrew M. Kramer.

                       Plastipak's Objection

Plastipak Holdings, Inc., a developer of rigid plastic containers,
filed an objection to the proposed sale.  Plastipak says it is one
of "two interested parties" that submitted a non-binding written
offer to acquire substantially all of the Debtors' assets.

Plastipak says it opposes approval of the bidding procedures to
the extent they are calculated to unfairly prejudice Plastipak,
chill bidding and are therefore inconsistent with the goal of
maximizing the return to creditors.

According to Plastipak, the break-up fee -- equal to 3.5% of the
cash portion of the purchase price -- should not be allowed at all
because there already is another potential purchaser (i.e.
Plastipak) that has been and remains interested in pursuing a
transaction.  Plastipak says requiring bidders to beat Amcor's
stalking horse's bid by nearly $5 million is way too high and
clearly calculated to chill bidding.

Plastipak is represented by:

         THE ROSNER LAW GROUP LLC
         Frederick B. Rosner, Esq.
         824 N. Market Street, Suite 810
         Wilmington, DE 19801
         Tel: (302) 777-1111
         E-mail: rosner@teamrosner.com

                 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.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

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.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.


CONSTAR INT'L: UK Assets Sale to Include Dutch Unit
---------------------------------------------------
Constar International Holdings, LLC, et al., on Jan. 7, amended
their motion for approval of bid procedures in connection with the
sale of their UK assets to include the sale of substantially all
of the assets of their Dutch unit.  A hearing on the motion has
been scheduled for Jan. 9.

The Debtors have filed with the U.S. Bankruptcy Court a motion to
sell substantially all of their U.S. assets to Amcor Rigid
Plastics USA, Inc., absent higher and better offers.  The Debtors
filed a separate bidding procedures motion for the assets of
Constar International U.K. Limited.  The Debtors have not yet
reached a deal for a stalking horse bidder for the U.K. assets.

The Debtors say they have continued the marketing process for the
sale of the Constar U.K. assets that began prepetition.  The
Debtors have identified several parties interested in purchasing
the assets of Constar U.K., and certain of those parties have also
expressed interest in simultaneously acquiring the assets of
Constar Holland.

Constar Holland is a wholly-owned subsidiary of debtor Constar
Foreign Holdings, Inc.  Thus, a sale of the assets of Constar
Holland must be conducted in accordance with its organizational
documents, and may require Foreign Holdings to take certain
actions, including exercising stock powers, to effectuate that
sale.

Accordingly, the Debtors seek leave to amend the motion to include
the assets or equity interests of Constar Holland at the auction
of the assets of Constar U.K.

As reported in the Jan. 6, 2014 edition of the TCR, 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.

Lincoln Advisors indicated in a declaration filed with the Court,
that it has spoken with a substantial number of qualified parties
that may be interested in purchasing Constar U.K.'s assets as well
as the assets of Constar Holland.  Those parties, according to
Lincoln, include a mix of U.S. and foreign-based strategic and
financial acquirers that have an interest in European assets.

                 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.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

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.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.


CONSTAR INT'L: To Seek Approval of DIP Facilities Today
-------------------------------------------------------
Constar International Holdings, LLC, et al., at a hearing on
Jan. 9 will seek final approval of its request for postpetition
financing under these terms:

    * A consortium of lenders led by Wells Fargo Capital Finance,
LLC, as agent, will provide a DIP credit facility, comprising
revolving loan advances for purposes of paying expenses specified
in a budget.

    * Lenders that initially include Sola Ltd, Ultra Master Ltd,
Northeast Investors Trust, JP Morgan High Yield Fund, and JP
Morgan Strategic Income Opportunities Fund, and the agent,
Wilmington Trust, National Association, will provide the Debtors a
$56 million delayed draw note purchase facility consisting of (a)
a "new money facility" equal to $14 million in new money facility
term loans ($7 million of which would be available on an interim
basis), and (ii) a roll-up facility of $42 million.

    * Under the terms of the ratification agreement, all
prepetition obligations under the Debtors' revolving loan
agreement would be deemed postpetition obligations.

    * With respect to the DIP Note Purchase Facility, the roll-up
is conditioned upon entry of a final order, and only would come
into effect if Black Diamond Commercial Finance elects not to
commit to lend under the facility.

    * Then official committee of unsecured creditors may object to
the provisions agreeing to the validity of the liens of the
prepetition secured creditors within 60 calendar days from the
date of its appointment.  In the event of a sale, the deadline
would be shortened to a date that is five business days prior to
the sale hearing.  The committee has an investigation budget of
$25,000.

    * The Debtors are required hire a management consultant
acceptable to the Debtors and the DIP Lenders.

    * The DIP credit facility and the DIP Note Purchase Facility
will mature Feb. 17, 2014.  Each DIP facility contains
"milestones", the failure of which to meet can constitute an event
of default.  The milestones include:

       -- The Debtors are required to obtain approval of their
bidding procedures within 15 days after the Petition Date.

       -- The Debtors are required to obtain final approval of DIP
financing motion within 35 days of the Petition Date.

       -- The sale order will be entered within 40 days of the
execution of the APA with Amcor.

       -- The sale will close within 50 days of the execution of
the APA.

The Debtors also seek approval of the consensual use of cash
collateral.  As of the Petition Date, the Debtors were indebted
under a revolving loan agreement, a roll-over facility agreement,
and a shareholder facility agreement in the approximate amounts of
$20 million, $15 million, and $88 million, respectively.

The Debtors obtained interim approval of the DIP financing on
Dec. 20.

                 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.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

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.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.


CONSTAR INT'L: Can Appoint Prime Clerk as Claims Agent
------------------------------------------------------
Constar International Holdings, LLC, et al., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to appoint Prime Clerk LLC as claims and notice agent
nunc pro tunc to the Petition Date.

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Senior Case Manager              $190
     Case Manager                     $165
     Analyst                          $135
     Technology Consultant            $125
     Clerk                             $45

For the firm's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Director of Solicitation         $225
     Solicitation Analyst             $220

The firm will charge $0.10 per page for printing, $.10 per page
for fax noticing and $0 for e-mail noticing.  Hosting of the case
Web site -- http://cases.primeclerk.com/constar/-- is free of
charge.  For on-line claim filing services, the firm will charge
$7 per claim.

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: Swaisman@primeclerk.com

                 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.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

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.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.


CORD BLOOD: De Joya Replaces Rose Snyder as Accountants
-------------------------------------------------------
Rose, Snyder & Jacobs LLP was dismissed as Cord Blood America,
Inc.'s independent registered public accountants on Dec. 30, 2013.
On that date, the Company engaged De Joya Griffith, LLC, to serve
as its independent registered public accountants for the fiscal
year ended Dec. 31, 2013.  The Company's Audit Commit approved the
change in auditors.

The Former Accountant issued its auditors' report on the financial
statements for the fiscal year ended Dec. 31, 2012.  The Former
Accountant's auditor report on the financial statements for the
year ended Dec. 31, 2012, included an explanatory paragraph as to
the Company's ability to continue as a going concern.

Other than the going concern uncertainty, the Former Accountant's
auditor report on the financial statements of the Company for the
period ended Dec. 31, 2012, contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.

During the period ended Dec. 31, 2012, and through Jan. 3, 2014,
there have been no disagreements with the Former Accountant on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the Former Accountant, would
have caused them to make reference thereto in their report on
financial statements for those years.

During the period ended Dec. 31, 2012, and through Jan. 3, 2014,
neither the Company nor anyone on its behalf has consulted with
the New Accountant.

                      About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

Cord Blood disclosed a net loss of $3.49 million on $5.99 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $6.51 million on $5.07 million of revenue during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$6.40 million in total assets, $6.26 million in total liabilities
and $140,196 in total stockholders' equity.

Rose, Snyder & Jacobs, 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 the Company has sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


CUSTOM CONCRETE: Online Foreclosure Sale Set for Jan. 22
--------------------------------------------------------
Ronnie Fussell, the Clerk of the Circuit Court of the Fourth
Judicial Circuit Duval County, Florida, will sell at public sale
to the highest and best bidder for cash online at
http://www.duval.realforeclose.com/in accordance with Chapter 45,
Florida Statutes, and the bidding and sale procedures specified on
the Web site, the real and personal property owned by Custom
Concrete, Inc.

The sale will be conducted with other similar sales on Jan. 22,
2014, beginning at 11:00 a.m.

Any person claiming an interest in the surplus from the sale, if
any, other than the property owner as of the date of the lis
pendens, must file a claim within 60 days after the sale.

The foreclosure case is WELLS FARGO BANK, N.A., a national banking
association, successor by merger to Wachovia Bank, National
Association, Plaintiff(s) vs. CUSTOM CONCRETE, INC., a Florida
Corporation, MICHAEL E. PLUNK, an individual, DARRELL JONES, an
individual, MORGAN & MORGAN, P.A., a professional association, and
the STATE OF FLORIDA, DEPARTMENT OF REVENUE, Defendant(s), Case
No. 16-2013-CA-003905, pending in the Circuit Court of the Fourth
Judicial Circuit Duval County, Florida, Division CV-E.

The Florida state court entered a Final Judgment of Foreclosure on
Sept. 16, 2013, and an Order Setting Foreclosure Sale on Dec. 16,
2013.

Wells Fargo is represented by:

     Whitney K. McGuire, Esq.
     Asghar A. Syed, Esq.
     SMITH, HULSEY & BUSEY
     225 Water Street, Suite 1800
     Jacksonville, FL 32202
     Tel: 904.359.7974
     E-mail: wmcguire@smithhulsey.com
             asyed@smithhulsey.com


DIXIE ELECTRIC: Moody's Assigns 'B3' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and Caa1-PD probability of default rating to Dixie Electric LLC.
In addition, Moody's assigned a B3 rating to the company's
proposed $320 million first lien senior secured credit facilities.
The credit facilities will include a $40 million senior secured
revolving credit facility and a $280 million senior secured first
lien term loan. The proceeds from the term loan will be used to
refinance existing debt, fund the acquisition of Dixie by First
Reserve and for general corporate purposes. A stable rating
outlook was assigned.

The following ratings were assigned in this rating action:

  Corporate Family Rating B3;

  Probability of Default Rating Caa1-PD;

  $40 million senior secured revolving credit facility B3 (LGD3,
  35%);

  $280 million senior secured first lien term loan B3 (LGD3, 35%);

This is a newly initiated rating and this is Moody's first press
release on this issuer.

Ratings Rationale

The B3 corporate family rating reflects Dixie's small scale, lack
of geographic and end-market diversification, and its reliance on
the highly cyclical upstream oil sector. The company provides well
site electrical infrastructure and automation services to the
upstream oil sector, which accounts for nearly all of its
revenues. In addition, its operations are concentrated in the
Permian and Williston basins of the US, with modest exposure to
other basins.

Dixie's ratings are supported by its modest leverage, ample
interest coverage and its well above average industry margins. The
ratings also benefit from the mission critical services Dixie
provides, the current favorable dynamics in the onshore upstream
oil industry due to elevated oil prices and the growth in
hydraulic fracturing activity, and the recurring nature of about
half of the company's revenues, which are generated from repair,
maintenance, upgrade, retrofit and emergency response services.

Moody's expects Dixie to generate revenue of about $200 million in
2014. The company's operating results should continue to be
supported by its strong market position in active and low cost
basins, history of timely and effective project execution and the
recurring nature of about half its revenues. The company's
favorable short term prospects along with its relatively low
capital expenditure requirements should enable Dixie to generate
positive free cash flow. However, the company is not expected to
substantially pay down debt since it is focused on continuing to
increase its presence in existing basins and expanding into new
basins through bolt on acquisitions. Dixie is expected to modestly
reduce its debt due to the required 1% annual term loan
amortization payments and the required excess cash flow sweep.
Therefore, its adjusted leverage ratio (Debt/EBITDA) is likely to
decline modestly to about 4.0x in 2014 from approximately 4.3x in
2013. Its interest coverage ratio (EBITA/Interest Expense) is
expected to remain relatively stable at about 3.5x since interest
expense will only decline marginally. Dixie's pro forma liquidity
should be adequate since the company has no plans to draw on the
$40 million revolver and will have no near-term debt maturities.

Dixie's credit metrics are strong for the company's rating
category, but are offset by Dixie's small scale, lack of
geographic and end-market diversification and its reliance on the
highly cyclical upstream oil sector. Dixie has a relatively small
revenue and EBITA base and limited geographic and end market
diversity versus higher rated companies in the engineering &
construction sector. Moody's expects Dixie to report revenue of
about $200 million in 2014, which compares to annual revenues
ranging from $2 billion to $28 billion for higher rated E&C
companies. The company also has limited geographic diversification
and derives the significant majority of its sales in only two
basins. In addition, Dixie is primarily focused on providing
services to exploration and production companies and has no
exposure to any other sector. This compares to broader
diversification for the majority of the higher rated E&C peers.
The lack of scale and geographic diversity reduces the company's
operational and financial flexibility. Larger and more diversified
companies can better cope with periods of weakness and more
efficiently utilize their resources, which helps to reduce the
volatility of earnings through the economic cycle.

The stable outlook presumes the company's operating results will
modestly improve over the next 12 to 18 months and result in
gradually improved credit metrics. It also assumes the company
will carefully balance its leverage with its growth strategy.

An upgrade of Dixie's ratings is unlikely in the near term due to
the company's small size, weak business profile and reliance on
the volatile upstream oil sector. However, an upgrade could occur
if the company increases its scale and geographic diversification,
continues to generate positive free cash flow and maintains its
strong margins and a leverage ratio below 4.5x.

Negative rating pressure could develop if deteriorating operating
results, debt financed acquisitions or shareholder dividends
result in funds from operations (CF from operations before working
capital changes) declining below 10% of outstanding debt or the
leverage ratio rising above 6.0x. A significant reduction in
borrowing availability or liquidity could also result in a
downgrade.

The principal methodology used in this rating was the Global
Construction Methodology published in November 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.

Headquartered in Odessa, Texas, Dixie Electric LLC is a
domestically focused provider of well site electrification and
automation infrastructure to the upstream oil industry. The
company offers design, installation, modification, retrofit,
upgrade, maintenance, repair and decommissioning services. Dixie
operates through 17 branch locations primarily located in the
Permian and Williston basins and generated pro forma revenue of
about $190M for the trailing 12-month period ended September 30,
2013. First Reserve is the majority owner of Dixie Electric.


DOLPHIN BAY DEVELOPERS: Proposes to Use Cash Collateral
-------------------------------------------------------
Dolphin Bay Developers, Inc., filed a motion to use cash
collateral of prepetition secured creditors Bank United, James
Gillis, Regions Bank and the Palm Beach County Tax Collector.

The Debtor says it requires the use of cash collateral to pay all
necessary operating expenses of the business that are critical to
its ability to reorganize.  Use of cash will be in accordance with
the budget proposed by the Debtor.

The Debtor says the secured creditors are adequately protected
since the budget illustrates that the Debtor will be operating on
a cash flow positive basis for each property.  In addition, the
Debtor proposes to pay regular monthly mortgage payments as
adequate protection payments to Bank United and Regions.

The Debtor reserves the right to challenge the validity of the
liens of Bank United, et al., against the Debtor's assets.

                         About Dolphin Bay

Dolphin Bay Developers, Inc., owner of commercial real properties
in Delray Beach, Florida, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 13-40027) on Dec. 19, 2013.  David
Ross, the president and 100% owner, signed Dolphin Bay's
bankruptcy petition.  Mr. Ross simultaneously filed his own
bankruptcy petition (Case No. 13-40020).

Dolphin Bay estimated assets of at least $10 million and
liabilities of at least $1 million.  Philip J Landau, Esq., serves
as the Debtor's counsel.  The case is assigned to Judge Paul G.
Hyman Jr.

Governmental entities are required to submit proofs of claim by
June 17, 2014.  The Debtor's formal schedules of assets and
liabilities were due Jan. 2, 2014.


DOLPHIN BAY DEVELOPERS: Taps Shraiberg Ferrara as Counsel
---------------------------------------------------------
Dolphin Bay Developers, Inc., filed an application to employ
Philip J. Landau, Esq., and the law firm of Shraiberg, Ferrara &
Landau, P.A., as bankruptcy counsel.

SFL has agreed to provide services to the Debtor at these rates:
$110 per hour for legal assistants and $235 to $450 per hour for
attorneys.  The hourly rate for Mr. Landau, who will lead the case
for SFL, is $450.

Prepetition, SFL received $27,500 for SFL's representation of the
Debtor, which includes the $1,213 filing fee.

Mr. Landau attests that his firm does not represent any entity in
any matter which would constitute a conflict of interest or
otherwise impair the disinterestedness of the firm.

                         About Dolphin Bay

Dolphin Bay Developers, Inc., owner of commercial real properties
in Delray Beach, Florida, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 13-40027) on Dec. 19, 2013.  David
Ross, the president and 100% owner, signed Dolphin Bay's
bankruptcy petition.  Mr. Ross simultaneously filed his own
bankruptcy petition (Case No. 13-40020).

Dolphin Bay estimated assets of at least $10 million and
liabilities of at least $1 million.  Philip J Landau, Esq., serves
as the Debtor's counsel.  The case is assigned to Judge Paul G.
Hyman Jr.

Governmental entities are required to submit proofs of claims by
June 17, 2014.


DOLPHIN BAY DEVELOPERS: Files Schedules of Assets & Liabilities
---------------------------------------------------------------
Dolphin Bay Developers Inc. on Jan. 8 delivered to the Bankruptcy
Court for the Southern District of Florida its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,150,000
  B. Personal Property            $1,645,423
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,509,819
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $82,034
                              --------------    -------------
        TOTAL                     $4,795,423       $4,591,853

A copy of Dolphin Bay's schedules of assets and liabilities,
statement of financial affairs, and list of 20 largest unsecured
creditors is available at:

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

                         About Dolphin Bay

Dolphin Bay Developers, Inc., owner of commercial real properties
in Delray Beach, Florida, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 13-40027) on Dec. 19, 2013.  David
Ross, the president and 100% owner, signed Dolphin Bay's
bankruptcy petition.  Mr. Ross simultaneously filed his own
bankruptcy petition (Case No. 13-40020).

Philip J Landau, Esq., serves as the Debtor's counsel.  The case
is assigned to Judge Paul G. Hyman Jr.


EFUSION SERVICES: Values 6 Bought Companies at $35 Million
----------------------------------------------------------
eFusion Services LLC filed schedules disclosing that it owns 100%
membership interest in these six entities:

         Company                              Value
         -------                              -----
Electronic Payment Systems, LLC            $10,000,000
Electronic Payment Transfer, LLC            $5,000,000
FlexPay LLC                                 $5,000,000
First Merchant Platinum, Inc.               $5,000,000
Access-Now.Net, Inc.                        $5,000,000
Elect-Check, Inc.                           $5,000,000

According to the schedules, John Dorsey and Thomas McCann have
secured claims of $13.7 million each on account of the membership
interests in those companies that were sold to the Debtor on
Dec. 31, 2012.

In summary, the Debtor disclosed these total assets and
liabilities:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $35,000,002
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $27,407,500
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,219,685
                              --------------    -------------
        TOTAL                    $35,000,002      $28,627,185

In the statement of financial affairs, the Debtor disclosed that
income from the operation of its businesses for two years
preceding the Petition Date were only $50,000, solely from
Electronic Payment Systems' operations in 2013.

Copies of the schedules and the statement of financial affairs are
available for free at:

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

eFusion Services LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013.  The
petition was signed by Paul Lufkin, Mgr. of eFusion Management
LLC.  The Debtor disclosed total assets of $35 million and total
liabilities of $28.6 million.  The Hon. Michael E. Romero presides
over the case.


ELBIT IMAGING: Tel-Aviv Court Approves Plan of Arrangement
----------------------------------------------------------
The Tel-Aviv Jaffa District Court, in a ruling issued on Jan. 2,
2014, approved the adjusted plan of arrangement of Elbit Imaging
Ltd.'s unsecured financial debt.

The consummation of the Arrangement is subject to customary
conditions.  The Court requested that the Company provide it with
an update on the status thereof by Feb. 4, 2014.  The Company
intends to diligently pursue the consummation of the Arrangement
as set forth in the Court ruling.

As to the dispute between the Company and Bank Leumi Le Israel
B.M. regarding the validity of certain pledges registered in its
favor, the Court noted that it should be resolved separately and
the status of Bank Leumi and the application of the Arrangement
thereto, will be determined according to the outcome of those
proceedings.

                       About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

The Company's balance sheet at Sept. 30, 2013, showed NIS4.83
billion in total assets, NIS4.96 billion in total liabilities and
a NIS122.24 million shareholders' deficiency.

Since February 2013, Elbit has intensively endeavoured to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and according
to the demands of most of the bondholders, as well as an agreement
that was signed on March 19, 2013, between Elbit and the Trustees
of six out of eight series of bonds, Elbit is prohibited, inter
alia, from paying off its debts to the financial creditors -- and
as a result a petition to liquidate Elbit was filed, and Bank
Hapoalim has declared its debts immediately payable, threatening
to realize pledges that were given to the Bank on material assets
of the Company -- and Elbit undertook not to sell material assets
of the Company and not to perform any transaction that is not
during its ordinary course of business without giving an advance
notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and Mr.
Zisser have also notified the Company that they utterly reject the
Bank's claims and intend to appeal the Court's ruling.


ELCOM HOTEL: Court Okays Hiring of Greenspoon Marder as Counsel
---------------------------------------------------------------
Elcom Hotel & Spa, LLC and Elcom Condominium, LLC sought and
obtained permission from the Hon. Robert A. Mark of the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Barry E. Somerstein and Greenspoon Marder Law as special real
estate counsel for the Debtors, nunc pro tunc to Dec. 16, 2013.

Mr. Somerstein and Greenspoon Marder Law will handle the real
estate closing of the Debtors' property.

Greenspoon Marder will be paid at these hourly rates:

       Barry E. Somerstein              $525
       Attorneys                        $215-$525
       Legal Assistants & Paralegals    $205

Greenspoon Marder will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Barry E. Somerstein, shareholder of Greenspoon Marder, 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.

Greenspoon Marder can be reached at:

       Barry E. Somerstein, Esq.
       GREENSPOON MARDER LAW
       100 West Cypress Creek Road, Suite 700
       Fort Lauderdale, FL 33309
       Tel: (954) 527-2405
       Fax: (954) 333-4005
       E-mail: barry.somerstein@gmlaw.com

                       About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' chief restructuring officer.  Barry E. Mukamal and
Marcum, LLP serve as accountants and financial advisors.  The
Barthet Firm is the special litigation collections counsel.

Elcom Hotel & Spa and Elcom Condominium have submitted a revised
disclosure statement filed in conjunction with the proposed
liquidating plan. The revised disclosure statement indicates that
unsecured creditors are still divided into two classes under the
Plan.  The Plan contemplates that holders of general unsecured
claims (expected to total $14 million to $79.1 million) will have
a recovery of 0% to 18%, which will be funded from the pro rata
distribution of "net free cash" and proceeds of causes of action
and remaining assets.  Holders of general unsecured vendor claims
(estimated at $500,000 to $971,000) -- those vendors who have
unsecured claims who agree to continue do business with the
Debtors -- will have a recovery of 50%, which will be funded from
the 50% distribution from "net free cash."

In December 2013, the Florida bankruptcy judge signed off on a
$13.4 million sale of the building's common areas to the
homeowners' association.  U.S. Bankruptcy Judge Robert A. Mark
approved the result of the auction in which the One Bal
Harbour residential association beat out an entity owned by Thomas
Sullivan, who is the largest shareholder of Elcom Hotel, and
stalking horse bidder Stoneleigh Capital LLC.


EMERALD EXPOSITIONS: S&P Affirms 'B+' CCR Over Term Loan Add-on
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on San Juan Capistrano, Calif.-based trade show
operator Emerald Expositions Holding Inc.  The outlook is stable.

At the same time, S&P affirmed the 'BB-' issue-level rating on the
company's senior secured term loan and revolving credit facility.
The company is putting in place a $200 million add-on to its term
loan due 2020.  The company will use these proceeds, together with
a $140 million equity contribution from private equity sponsor
Onex Partners, to finance the $335 million acquisition of trade
show organizer GLM Superholdings LLC.  The recovery rating on the
term loan and revolving credit facility remains '2', indicating
S&P's expectation for substantial (70% to 90%) recovery in the
event of a payment default.

In addition, S&P affirmed its 'B-' issue-level rating on the
company's senior unsecured notes.  The recovery rating on this
debt remains '6', indicating S&P's expectation for negligible (0%
to 10%) recovery for unsecured lenders in the event of a payment
default.

The rating on Emerald Expositions reflects S&P's expectation that
the company's debt leverage will remain high over the intermediate
term.  The GLM acquisition provides a good strategic fit by
increasing the revenue base by roughly 50% and adding four large
shows in the top 100.  The purchase of lower-margined GLM also
offers potential operating synergies and cost savings.  S&P views
the company's business risk profile as "fair" based on sensitivity
to economic weakness, its concentration in several categories in
the tradeshow industry, and high profitability.

Emerald is one of the largest trade show operators in the U.S.,
with 11 of the 100 largest trade shows, when including GLM.  Trade
shows are subject to economic cyclicality and reductions in
business travel.  The migration of advertising and marketing
services online has only modestly hurt the sector as a result of
high annual renewal rates.  Although the trade show market is
highly fragmented, the company has the top trade show in the broad
range of industries in which it participates.  Larger trade shows
tend to be able to weather economic declines better than smaller
shows.

The company has a very strong pro forma EBITDA margin of about
45%, much higher than peers, as a result of limited exposure to
print-based publishing.  The company generates roughly 7% of
combined revenues from low-margin publishing revenues, which in
S&P's view, are in secular decline.  The company also benefits
from the high percentage of large trade shows in its portfolio,
which have higher profitability related to the ability to spread
fixed costs over a large number of exhibitors and attendees.


ENDEAVOUR INTERNATIONAL: Amends Benefits Agreement with CFO
-----------------------------------------------------------
Endeavour International Corporation entered into a change in
control termination benefits agreement for Catherine L. Stubbs,
senior vice president and chief financial officer, effective
Jan. 1, 2014.  The Agreement was approved by Endeavour's
Compensation Committee of its Board of Directors on Dec. 11, 2013.
Pursuant to the Agreement, if the executive's employment is
terminated within 24 months following a change in control by the
Company without cause or by the executive for good reason, the
executive will be entitled to receive the following payments:

   * an amount equal to two times her annual base salary;

   * an amount equal to two times the executive's average bonus
     for the prior three years in which the date of termination
     occurs;

   * a pro rata portion of her annual target bonus for the
     year in which that termination occurs;

   * a non-solicitation period of one year after the date of
     termination of employment; and

   * continuation of health benefits for a period of 18 months
     following the date of termination, with Endeavour continuing
     to pay the same portion of the premiums as it does for
     current employees.

Under the Agreement, payments to Ms. Stubbs will be reduced if
doing so would avoid the imposition of the excise tax under
Section 280G of the Internal Revenue Code.

Concurrently with the execution of the Agreement, Endeavour
entered into an amendment to the change in control termination
benefits agreement between Endeavour and James J. Emme, executive
vice president North America, effective Jan. 1, 2014.  The
Amendment contained certain minor changes to align its terms with
the Agreement, including the elimination of an excise tax gross-up
for any excess parachute payments under Section 280G of the
Internal Revenue Code.

                   About Endeavour International

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

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

                           *     *     *

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

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


ENERGYSOLUTIONS INC: Black Diamond No Longer Owner After Merger
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission filed Jan. 3, 2014, Black Diamond Offshore
Ltd. and its affiliates disclosed that they do not beneficially
owned shares of common stock of EnergySolutions, Inc.

On May 24, 2013, Rockwell Acquisition Corp. ("Merger Sub"), a
wholly-owned subsidiary of Rockwell Holdco, Inc., completed its
previously announced acquisition of EnergySolutions pursuant to
the Agreement and Plan of Merger, dated as of Jan. 7, 2013, as
amended on April 5, 2013, between the Company and Merger Sub.
Pursuant to the Merger Agreement, Merger Sub merged with and into
the Issuer, with EnergySolutions surviving the Merger as a wholly-
owned subsidiary of Rockwell.  At the effective time of the
Merger, each share of Common Stock beneficially owned by each Fund
immediately prior to the Merger was converted into the right for
such Fund to receive $4.15 in cash, without interest and subject
to any required withholding of tax.  As a result of the
consummation of the Merger, BlackDiamond, et al., are no longer
the beneficial owners of any shares of common stock.

A copy of the regulatory filing is available for free at:

                        http://is.gd/lriJj2

                       About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012 as
compared with a net loss of $193.64 million in 2011.  The
Company's balance sheet at Sept. 30, 2013, showed $2.34
billion in total assets, $2.10 billion in total liabilities and
$239.11 million in total equity.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

In October 2013, Standard & Poor's Ratings Services affirmed its
'B' corporate credit rating on EnergySolutions and revised its
outlook to stable from positive.  "The outlook revision reflects
our view that the company is likely to maintain higher debt levels
than our previous expectation of $675 million," S&P said.


EMPIRE RESORTS: Plans to Offer $250 Million Worth of Securities
---------------------------------------------------------------
Empire Resorts, Inc., filed a Form S-3 registration statement with
the U.S. Securities and Exchange Commission relating to the
offering of up to $250 million worth of:

   * common stock;

   * preferred stock;

   * purchase contracts;

   * warrants to purchase the Company's securities;

   * subscription rights to purchase any of the foregoing
     securities;

   * depositary shares;

   * debt securities (which may be senior or subordinated,
     convertible or non-convertible, secured or unsecured);

   * guarantees of debt securities; and

   * units comprised of the foregoing securities.

The Company may offer securities through underwriting syndicates
managed or co-managed by one or more underwriters or dealers,
through agents or directly to purchasers.  The prospectus
supplement for each offering of securities will describe in detail
the plan of distribution for that offering.

The Company's common stock is traded on the Nasdaq Global Market
under the symbol "NYNY."

A copy of the Form S-3 prospectus is available for free at:

                       http://is.gd/b5qto8

                       About Empire Resorts

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

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.  The Company incurred a
net loss applicable to common shares of $19.12 million in 2010.

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


FAIRMONT GENERAL: Court Okays Additional Work for Hammond Firm
--------------------------------------------------------------
Fairmont General Hospital, Inc. and Fairmont Physicians, Inc.
obtained final court approval to expand the scope of Hammond
Hanlon Camp, LLC's (H2C's) employment as their investment banker
and financial advisor in relation to the Debtors' bankruptcy
cases.

As reported in the Troubled Company Reporter on Dec. 9, 2013,
the Debtors seek additional financial advisory services as more
fully described in the parties' amended and restated engagement
letter dated Oct. 10, 2013, in addition to the advisory and
investment banking services that H2C is currently authorized to
provide.

The Additional Financial Advisory Services will be provided solely
by Michael Lane, a Managing Director of H2C.

For the Additional Financial Advisory Services, the Debtors have
agreed to pay H2C a per diem fee as follows:

  a. Principal/Managing Director   $6,250 per diem
  b. Director/ Vice President      $3,250 per diem
  c. Associate                     $2,000 per diem
  d. Analyst                       $1,250 per diem

                     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.


FR DIXIE: S&P Assigns 'B+' CCR & rates $320MM Secured Debt 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Odessa, Texas-based electrical infrastructure
contractor FR Dixie Acquisition Corp. (Dixie).  The outlook is
stable.

At the same time, S&P assigned a 'B+' issue-level rating to
Dixie's $320 million senior secured credit facility (consisting of
a $40 million revolver and a $280 million term loan), with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50%-70%) recovery for lenders in the event of a
payment default.

First Reserve will use the proceeds from the proposed term loan
issuance, along with equity, to finance its purchase of Dixie
Electric LLC.

S&P's rating on Dixie reflects its assessment of its "weak"
business risk profile and "aggressive" financial risk profile.

The business risk profile assessment reflects Dixie's exposure to
cyclical end-markets, limited scale, and narrow diversity of
contracts given its geographic concentration--albeit with some
competitive advantage--which supports sustainable above-average
EBITDA margins.  S&P's financial risk profile assessment reflects
its view of Dixie's aggressive policies under its financial
sponsor and its expectation that leverage will remain in the 4.0x-
4.5x range over the next two years, although with positive free
operating cash flow (FOCF) generation (FOCF/debt of more than 5%).

S&P's business risk assessment incorporates Dixie's dependence on
its customers' cyclical capital investment spending in the
upstream oil and gas end-markets for a majority of its revenue.
Dixie's end-market diversity is limited mainly to the Permian
region in Texas and the Bakken region in North Dakota.  Dixie
currently has limited exposure to automation (about 26% of
revenues), which S&P views as a more specialized and a higher-
value-added service offering than its historical core services,
which include the design and installation of electrification
infrastructure, such as pole lines.  "In our view, the company
will likely continue to consolidate its current market share
through small acquisitions and potentially improve its end-market
diversity," said credit analyst Nishit Madlani.

Recurring revenues from maintenance (about 45% of revenues) will
likely partially offset the company's exposure to its customers'
(exploration and production operators) more-cyclical capital
spending patterns.  In addition, a high-variable cost profile
should allow Dixie to sustain its above-average EBITDA margin
profile.  Lastly, the risk of cost-overruns is not meaningful
because S&P expects all of Dixie's contracts will be tied to time
and materials billing, which will make earnings and cash flows
more stable relative to some other rated engineering and
construction companies.

S&P believes Dixie's customers will continue to focus their
attention and investment on oil development in prolific regions,
including the Bakken and Permian Basin (where Dixie primarily
operates) but also the Eagle Ford Shale in Texas and offshore in
the Gulf of Mexico (where Dixie currently has negligible
business).

S&P's current baseline scenario projects continued improvement in
the U.S. economy, albeit at a slower pace than S&P previously
projected, spurred by a housing rebound and associated
improvements in consumer spending and unemployment.  Under the
baseline scenario, S&P's economist projects U.S. GDP growth of
2.8% this year and 3.3% in 2015, which are slightly lower than
prior expectations but should continue to support demand for
fuels.  Oil prices, while recently in decline, are still robust.
Against this backdrop, S&P believes that its estimate of GDP
growth should support oil prices of $98 per barrel (bbl) in 2014
and $95/bbl in 2015, which, in turn, should support S&P's earnings
assumptions for Dixie.

S&P's base-case scenario assumptions (over the next two years) for
Dixie include:

   -- Organic revenue growth will approach the mid-single-digits
      over the next two years as a result of S&P's base case of
      relatively stable--albeit high--oil prices, which should
      incentivize capital investments in the profitable oil
      drilling industry in prolific North American basins.

   -- Above-average EBITDA margins, reflecting the company's
      competitive advantage through its procurement model and
      S&P's assumption of sustained cost synergies from small,
      leverage-neutral acquisitions.

   -- FOCF to debt will be more than 5%, albeit with a high cash
      interest burden, given improvements in profitability and
      modest capital expenditures that will average about 5%-6% of
      revenues.

S&P views Dixie's financial risk profile as "aggressive," given
its expectation for leverage in the 4.0x-4.5x range and FOCF to
total debt of at least 5% over the next two years, following the
recapitalization transaction.  S&P expects these metrics will
gradually improve toward the stronger end of its forecasts by the
end of 2014.  The company's cash interest burden will increase
considerably following this leveraging transaction, but S&P still
expects steady positive FOCF generation.

S&P assumes future acquisitions will generate accretive EBITDA and
that Dixie will maintain credit metrics consistent with the 'B+'
rating.  In S&P's view, Dixie will likely fund its acquisitions
through a combination of borrowings under the revolver and sponsor
equity, with earn-out provisions.  Although the company has
demonstrated a track record of rolling up smaller targets, Dixie
has limited capacity at the rating level for large debt-financed
acquisitions.  Also, S&P believes that the company's financial
policies will remain aggressive, given its concentrated ownership
by financial sponsors, which will likely preclude any material
debt reduction.

S&P's stable rating outlook reflects its belief that Dixie will
achieve positive FOCF over the next 12 months, given the
relatively positive long-term trends supporting its revenue stream
from its end-market exposure to two major oil basins in North
America with favorable production profiles.

S&P could lower its rating in the coming year if FOCF generation
appears likely to be negative or if it believes that debt to
EBITDA will trend higher than 5.0x on a sustained basis.  This
could occur if oil prices drop significantly (in which case
Dixie's customers have the flexibility to cut capital spending
while maintaining production) or as a result of missteps with
acquisitions.

S&P considers an upgrade unlikely in the coming year because it
believes the company's financial risk profile will remain
"aggressive" under its financial sponsors based on the company's
high debt burden relative to its size and S&P's general view of
financial sponsors' appetite for financial risk.


FUSION TELECOMMUNICATIONS: Buys Broadvox's Cloud Services Biz
-------------------------------------------------------------
Fusion completed on Dec. 31, 2013, the acquisition of Broadvox
LLC's cloud services business, which delivers cloud-based voice,
unified communications and cloud connectivity to small, medium and
large businesses, for an aggregate purchase price of $32.1 million
in cash.  The acquisition adds significant scale to Fusion's
existing cloud services business, which provides a full complement
of cloud communications, cloud connectivity, cloud storage and
security services to the business market.

Acquisition Highlights

   * Strong Financial Profile

       -- Contributes scale and performance

       -- For the nine months ending Sept. 30, 2013, the acquired
          business generated:

           () Unaudited revenue of $24.5 million, over 90 percent
              of which is recurring

           () $3.1 million in adjusted EBITDA, which includes
              approximately $1.8 million of expenses that are not
              expected to continue following the acquisition and
              have not been reflected in the adjustments to EBITDA

           () Over 65 percent gross margin

   * Growing Customer Base

      -- 5,800 business customers

      -- 1.2 percent average monthly churn year to date

      -- Over $450 in ARPU

      -- Strong focus on key verticals: legal services,
         hospitality and real estate management

  * Expanded Operations

      -- Extends Fusion's Cloud Network and Infrastructure

      -- Adds nearly 100 employees to expand sales, marketing, and
         support efforts

  * Complementary Cloud Services Product Portfolio

      -- Cloud-based voice

      -- Unified communications

      -- Cloud connectivity

   * Accelerates Organic Growth
     -- Expands sales and marketing team and budget

     -- Adds over 300 active distribution partners

     -- Adds inside sales resources to focus on cross-sale and up
        sale of new cloud services to existing customers

For the nine months ended Sept. 30, 2013, the acquired business
generated $24.5 million in unaudited revenue, and $3.1 million in
adjusted EBITDA, including approximately $1.8 million in expenses
that are not expected to continue following the acquisition and
have not been reflected in the adjustments to EBITDA.
Importantly, over 90 percent of the revenue is recurring, with
more than 65 percent gross margin.  Based on the third quarter of
2013, Fusion's pro forma consolidated revenue run rate, including
the acquired business, exceeded $91 million.  The acquisition adds
5,800 small, medium and large business customers and more than 300
active distribution partners to Fusion.  The combined companies'
customer base now totals approximately 10,000, with more than 500
active distribution partners.  Broadvox's cloud services sales and
marketing efforts, with a strong focus on legal services,
hospitality and real estate management, add key new vertical
markets to Fusion's own strategy of providing specialized, market-
based solutions to important verticals, including healthcare.
With the acquisition, Fusion is adding nearly 100 employees to
greatly expand its sales, marketing and support functions.

Fusion expects to realize approximately $2.3 million in cost
synergies upon completion of the integration of the Broadvox cloud
services business.  Approximately half of these savings were
realized at the date of acquisition, with the remainder expected
to be achieved over the next 12 to 24 months.  The combined
businesses will bring expanded scale and resources to Fusion's
sales and marketing efforts with the addition of a strong inside
sales and marketing team, increased spending on marketing and the
cross-selling of the company's combined products and services.
The anticipated performance of the combined business and the
integration of advanced service and delivery infrastructures,
network facilities and staff will allow Fusion to more rapidly
scale, enabling the company to accelerate its organic growth plans
while providing a robust platform for additional acquisitions.

Matthew Rosen, Fusion's chief executive officer, said, "We are
extremely pleased that the Broadvox cloud services team, partners
and customers have joined Fusion.  This transaction, our second
acquisition of a cloud services business in a little over a year,
brings us one step closer to realizing our vision of becoming the
largest and most successful provider of cloud solutions in a
rapidly growing market.  The acquisition also continues the effort
begun with last year's acquisition of NBS to identify established
cloud services companies with strong management teams to help
build our company.  We were gratified by the support we received
for this transaction as reflected in the approximately $44.0
million in financings announced earlier today from new and
existing shareholders, Directors, Advisory Board members, and from
financial partners such as Praesidian Capital, Plexus Capital, and
several other notable institutions and individuals."

Don Hutchins, Fusion's president and chief operating officer,
said, "We have been working with Broadvox and their great
management and staff on the integration effort for more than four
months.  The experienced professionals who are joining Fusion's
cloud services team share the same culture and commitment to
service excellence, and we are all excited about the substantial
opportunities for growth that this transaction provides.  Our
integration planning confirmed our belief that the combination of
our businesses will help us achieve our financial goals, build
scale and deliver leading edge cloud solutions to our expanding
base of customers."

Fusion has launched its new cloud services Web site,
www.fusiontel.com, to coincide with the announcement of its
acquisition of Broadvox's cloud services business.

CEA Capital Advisors acted as Fusion's advisor in the acquisition.

A copy of the press release is available for free at:

                       http://is.gd/BA1YTc

                 About Fusion Telecommunications

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

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

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


FUSION TELECOMMUNICATIONS: Closes $44-Mil. Financing Deals
----------------------------------------------------------
Fusion closed several financing transactions aggregating to
approximately $44 million, comprised of approximately $18.5
million in equity, and $25.5 million in term debt.

Fusion raised approximately $18.5 million through a private
placement of investment units consisting of Convertible Preferred
Securities and Warrants to accredited investors, including all
members of Fusion's Board of Directors and members of its Advisory
Board.  As part of the capital raised in the offering, Matthew
Rosen, Fusion's chief executive officer and Marvin Rosen, Fusion's
Chairman, exchanged $2.05 million of Company obligations for the
investment units sold in the private placement.  Fusion received
net cash proceeds in the private placement, after giving effect to
transaction expenses, of approximately $15.6 million.

Aegis Capital Corp. served as lead placement agent.

In addition to the equity, Fusion raised $25.5 million through the
issuance of 5-year senior notes to Praesidian Capital and Plexus
Capital, Fusion's existing lenders.

The Company's aggregate net proceeds from these financing
transactions was $40.5 million, $32.1 million of which was used to
fund its acquisition of the cloud services assets of Broadvox's
business services division, with the remainder to be used for
acquisition transaction expenses, to advance sales and marketing
efforts, and for general corporate purposes.  The Broadvox cloud
services unit will be integrated into NBS, Fusion's cloud services
division.  NBS was acquired in October, 2012, and fully integrated
by the end of the first quarter of 2013.  The addition of NBS'
proprietary platform and infrastructure has accelerated Fusion's
organic growth and enabled the Company to effectively integrate
the current acquisition of Broadvox's cloud services, as well as
facilitate future accretive acquisitions.

"The strong support we received in the financing from new and
existing shareholders, Directors, Advisory Board members, and from
financial partners such as Praesidian Capital, Plexus Capital, and
several other notable institutions and individuals, reaffirms our
confidence that we have the right strategy for growth," said
Matthew Rosen, Fusion's chief executive officer.  "This financing
advances our cloud services strategy with an acquisition that will
allow us to rapidly scale, accelerate our organic growth and
effectively plan for additional strategic acquisitions as we
emerge as a leading provider in the cloud services marketplace,"
continued Mr. Rosen.

Commenting on the transaction, Glenn C. Harrison, Managing
Director of Praesidian, said, "Since our initial investment, we
have become very familiar with the talented Fusion management team
through this acquisition as well as their acquisition of NBS last
year, and have found them to be both innovative and experienced.
Their success at meeting key goals in 2013 confirms our confidence
in what we believe to be a winning strategy and plan."

Expanding on Mr. Harrison's comments, Mike Becker, co-founder and
Partner of Plexus, said, "We believe this financing strongly
reflects our commitment to support Fusion in the execution of its
strategy."

Further details of the equity financing are contained in Fusion's
Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commisison, a copy of which is available for free at:

                        http://is.gd/zh5o8x

                 About Fusion Telecommunications

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

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

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


GASCO ENERGY: Suspending Filing of Reports with SEC
---------------------------------------------------
GASCO Energy, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission to voluntarily terminate the registration of
its common stock under Section 12(g) of the Securities Exchange
Act of 1934.  As of Jan. 2, 2014, there were only 159 holders of
the common shares.  As a result of the Form 15 filing, the Company
will not anymore be obliged to file periodic reports with the SEC.

                         About Gasco Energy

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

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

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

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

                        Bankruptcy Warning

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


GATEWAY ENERGY: Suspending Filing of Reports with SEC
-----------------------------------------------------
Gateway Energy Corporation filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate the
registration of its common stock under Section 12(g) of the
Securities Exchange Act of 1934.  As a result of the Form 15
filing, the Company is not anymore obligated to file periodic
reports with the SEC.

                        About Gateway Energy

Houston-based Gateway Energy Corporation is engaged in the
midstream natural gas business.  The Company owns and operates
natural gas distribution, transmission and gathering systems
located onshore in the continental United States and offshore in
federal and state waters of the Gulf of Mexico.

The Company's balance sheet at Sept. 30, 2013, showed $4.47
million in total assets, $3.58 million in total liabilities and
$882,805 in total stockholders' equity.

                         Bankruptcy Warning

"The Company is currently exploring a range of alternatives to
reduce indebtedness under the Meridian Loan Agreement and to
reduce costs, including the cost burdens of being a publicly
traded company.  Alternatives that have been considered include
continuing as a public company and using cash flow from operations
or issuances of equity and debt securities to reduce the Company's
indebtedness, effecting a going private transaction followed by a
conversion into a limited liability company treated as a
partnership for tax purposes, liquidation and selling certain
pipeline and pipeline facility assets to raise funds to, in part,
restructure and reduce the amount owed under the Meridian Loan
Agreement.  Each of these alternatives was eventually determined
to be unfeasible for the Company," the Company said in its
quarterly report for the period ended Sept. 30, 2013.

"Following negotiations between the Participating Stockholders and
the Special Committee regarding the terms of the Going Private
Transaction, including the price to be paid per share of Common
Stock, the Company entered into an Agreement and Plan of Merger
with Gateway Acquisition LLC and Holdings on August 13, 2013,
pursuant to which, subject to the satisfaction of the conditions
precedent set forth therein, the Company would be merged with and
into Gateway Acquisition LLC and, in such merger, each share of
the Common Stock, subject to certain exceptions specified in the
Merger Agreement, would be converted into the right to receive
$0.0175 in cash, without interest."

"If the conditions of the Merger Agreement are not satisfied, the
Company will be unable to consummate the Going Private
Transaction.  As a result, Meridian may decide to exercise its
existing right to demand payment of its debt under the Meridian
Loan Agreement, which would have a material adverse effect on the
Company's liquidity, business and financial condition and may
result in the Company's bankruptcy or the bankruptcy of its
subsidiaries.  Furthermore, if the Company is required to pay a
significant amount to resolve the aforementioned lawsuit, it would
also have a material adverse effect on the Company's liquidity,
business and financial condition and may result in the Company's
such an event, the Company's customers, affiliates, employees,
suppliers and other key business relationships may determine that
the Company is likely to face a potential bankruptcy or liquidity
crisis and the harm to these relationships, the Company's market
share and other aspects of the Company's  business may occur
immediately."


GSE HOLDING: Gets NYSE Listing Standard Non-Compliance Notice
-------------------------------------------------------------
GSE Holding, Inc. on Jan. 8 disclosed that it has been notified by
NYSE Regulation, Inc. that it has fallen below compliance with the
New York Stock Exchange, Inc.'s continued listing standards.  The
Company is considered below criteria established by the NYSE's
continued listing standards because its average global equity
market capitalization fell below $50 million on a trailing 30
trading-day period, and because its stockholders' equity was below
$50 million in its most recent Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 14, 2013
for the period ending September 30, 2013.

The Company intends to notify the NYSE that it will submit a plan
within 45 days from the receipt of the NYSE notice that
demonstrates its ability to regain compliance within 18 months.
Upon receipt of the plan, the NYSE has 45 calendar days to review
and determine whether the Company has made a reasonable
demonstration of its ability to come into conformity with the
relevant standards within the 18 month period.  The NYSE will
either accept the plan, at which time the Company will be subject
to ongoing monitoring for compliance with this plan, or the NYSE
will not accept the plan and the Company will be subject to
suspension and delisting proceedings.  During the 18-month cure
period, the Company's shares will continue to be listed and traded
on the NYSE subject to its compliance with other NYSE continued
listing standards.  The Company will continue to work directly
with the NYSE to make sure they are aware of the Company's plans
and progress.

The Company's business operations and SEC reporting requirements
are not affected by the receipt of the NYSE notification.

                    About GSE Holding, Inc.

Headquartered in Houston, Texas, GSE -- http://www.gseworld.com--
is a global manufacturer and marketer of geosynthetic lining
solutions, products and services used in the containment and
management of solids, liquids, and gases for organizations engaged
in waste management, mining, water, wastewater and aquaculture.
The company maintains sales offices throughout the world and
manufacturing facilities in the US, Chile, Germany, Thailand and
Egypt.


HEALTHWAREHOUSE.COM INC: Dhadphale Stake at 13.6% as of Dec. 31
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Lalit Dhadphale disclosed that as of
Dec. 31, 2013, he beneficially owned 3,663,986 shares of common
stock of Healthwarehouse.com, Inc., representing 13.6 percent of
the shares outstanding.  Mr. Dhadphale previously reported
beneficial ownership of 4,163,290 common shares or 16 percent
equity stake as of March 18, 2013.  A copy of the regulatory
filing is available for free at http://is.gd/56Wy2T

                    About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.

The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.52
million in total assets, $5.97 million in total liabilities and a
$4.45 million total stockholders' deficiency.

                        Bankruptcy Warning

"The Company recognizes it will need to raise additional capital
in order to fund operations, meet its payment obligations and
execute its business plan.  There is no assurance that additional
financing will be available when needed or that management will be
able to obtain financing on terms acceptable to the Company and
whether the Company will become profitable and generate positive
operating cash flow.  If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations.  There can be no assurance that such a plan
will be successful.  If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company said in its quarterly report
for the period ended Sept. 30, 2013.


HOUGHTON MIFFLIN: Fitch Says Loan Repricing Won't Affect Ratings
----------------------------------------------------------------
The 'B+' Issuer Default Ratings (IDR) for Houghton Mifflin
Harcourt Publishers Inc. (HMH) and its subsidiaries are unaffected
by the company's announced plans to reprice its $246 million
outstanding senior secured term loan due May 2018, according to
Fitch Ratings.  Fitch rates the senior secured term loan and ABL
revolver at 'BB+/RR1'.  The Rating Outlook is Stable.

The security package and guarantees are expected to remain
unchanged, and covenants and restrictions are also expected to be
materially unchanged.  While the modest reduction in interest
expense is favorable to the credit, the ratings remain unchanged.
Fitch calculates post-plate unadjusted gross leverage of 1.1x as
of Sept. 30, 2013. Fitch expects leverage to remain around 1x at
year end.

HMH continues to be a leader in the K-12 educational material and
services sector.  Fitch believes investments made into digital
products and services will position HMH to take a meaningful share
of the rebound in the K-12 educational market.  Fitch expects HMH
will be able to, at a minimum, maintain its market share.  Fitch's
base case model assumes revenue growth in 2014 in the low- to mid-
single digits, driven by the increase in state wide adoptions
(including Texas and California), supported by the adoption of
common core standards.

HMH has significant financial flexibility to invest into digital
content and new business initiatives.  These investments into
international markets and adjacent K-12 educational material
markets may provide diversity away from highly cyclical state and
local budgets.

The ratings reflect Fitch's belief that the current capital
structure is not permanent, and that long-term, HMH would carry
higher levels of leverage and debt on its balance sheet.  Fitch
does not expect any leveraging transactions in the near term.

As of Sept. 30, 2013, liquidity was supported by $232 million in
cash and $126 million in short-term investments.  The company also
has approximately $230 million in borrowing availability under the
$250 million asset-backed revolver, due 2017.  The term loan
amortizes $2.5 million per year until its 2018 maturity.

Fitch calculates free cash flow (FCF) of $10 million for the LTM
period ended Sept. 30, 2013.  Fitch expects 2014 FCF to range from
$25 million to $100 million, mostly driven by growth in revenue
and EBITDA.  Fitch expects HMH to continue to dedicate liquidity
(including FCF) towards digital investments and adjacent K-12
educational material markets.

Given the strong recovery prospects, the $246 million senior
secured term loan and the $250 million asset-backed credit
facility is notched up to 'BB+/RR1'.  This Recovery Rating
analysis reflect a restructuring scenario (going-concern) and an
adjusted, distressed enterprise valuation of $1.4 billion using a
6x multiple.

  -- Revenue declines in the mid-single digits could result in
     rating pressures;
  -- Long-term, meaningful diversification into international
     markets and into new business initiatives could lead to
     positive rating actions.

Fitch currently rates HMH as follows:

HMH

  -- IDR 'B+';
  -- Senior secured term loan 'BB+/RR1';
  -- Senior secured asset backed revolver 'BB+/RR1'.

Houghton Mifflin Harcourt Publishing Company

  -- IDR 'B+'.

HMH Publishers LLC

  -- IDR 'B+'.

The Rating Outlook is Stable.


HOVNANIAN ENTERPRISES: Unit Plans to Sell $150MM Senior Notes
-------------------------------------------------------------
Hovnanian Enterprises, Inc.'s wholly owned subsidiary, K.
Hovnanian Enterprises, Inc., plans to issue an aggregate principal
amount of up to $150,000,000 of senior notes due 2019 in a private
placement.  The Notes will be guaranteed by the Company and
substantially all of its subsidiaries.

K. Hovnanian intends to use the net proceeds from the Notes
Offering for general corporate purposes, including land
acquisition and land development, and to fund the redemption of
all of K. Hovnanian's outstanding 6.25 percent Senior Notes due
2015 and to pay related fees and expenses.

The Notes have not been registered under the Securities Act of
1933, as amended.  The Notes may not be offered or sold within the
United States or to U.S. persons, except to "qualified
institutional buyers" in reliance on the exemption from
registration provided by Rule 144A and to certain persons in
offshore transactions in reliance on Regulation S.

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

Hovnanian Enterprises posted net income of $31.29 million on $1.85
billion of total revenues for the year ended Oct. 31, 2013, as
compared with a net loss of $66.19 million on $1.48 billion of
total revenues during the prior year.  As of Oct. 31, 2013, the
Company had $1.75 billion in total assets, $2.19 billion in total
liabilities and a $432.79 million total deficit.


HOVNANIAN ENTERPRISES: Fitch Junks New $150MM Sr. Notes Offering
----------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR6' rating to Hovnanian
Enterprises, Inc.'s proposed offering of $150 million principal
amount of senior notes due 2019.  The notes issue will be ranked
on a pari passu basis with the company's existing senior unsecured
notes.  Net proceeds from the offering will be used for general
corporate purposes, including land acquisition and land
development, and to fund the redemption of all of Hovnanian's
outstanding 6.25% senior notes due 2015.

The Rating Outlook is Stable.

The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  Risk factors include the cyclical nature
of the homebuilding industry, the company's high debt load and
high leverage.

The Stable Outlook reflects HOV's operating performance, adequate
liquidity position, and moderately better prospects for the
housing sector in 2014.

In the past, Fitch was concerned that HOV's liquidity target of
$170 million - $245 million (cash plus revolver availability) did
not provide a large enough cushion in the event that the housing
recovery dissipates.  Fitch's concern is eased by the fact that
the company's liquidity position has been above or at the high-end
of its liquidity target during the past few years and its EBITDA
is now able to cover interest incurred on a 1.2x basis.
Additionally, Fitch believes that the housing recovery is firmly
in place (although the rate of recovery remains below historical
levels and will likely occur in fits and starts). Fitch expects
management will continue to use its stated liquidity target to
govern the company's land and development spending.

Housing metrics have all showed improvement in 2013.  For the
first 11 months of 2013, single-family housing starts increased
15.9%, new home sales grew 18.1%, and existing home sales gained
10.2%.  Fitch's housing estimates for 2013 are as follows: Single-
family starts are forecast to grow 16.3% to 622,000, while
multifamily starts expand about 22% to 300,000; single-family new-
home sales should increase approximately 17.7% to 432,000 and
existing home sales advance 8.7% to 5.06 million.

Housing metrics should increase in 2014 due to faster economic
growth, and some acceleration of job growth (as unemployment rates
decrease to 6.9% for 2014 from an average of 7.5% in 2013),
despite somewhat higher interest rates, as well as more measured
home price inflation. Single-family starts are projected to
improve 20% to 746,000 as multifamily volume grows about 9% to
328,000.  Thus, total starts next year should top 1 million.  New
home sales are forecast to advance about 20% to 518,000, while
existing home volume increases 2% to 5.16 million. Average and
median new home prices should rise about 3.5% in 2014.

As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.

The most recent Freddie Mac average mortgage rate was 4.53%, up 5
bps sequentially from the previous week and about 108 bps higher
than the average rate during the month of April 2013, a recent low
point for mortgage rates.  While the current rates are still well
below historical averages, the sharp increase in rates and rising
home prices are moderating affordability.

There has been some short-term volatility in certain housing
metrics following the increase in interest rates (and higher home
prices) during the past eight months. Existing home sales (on a
seasonally adjusted basis) fell 4.3% on a month-over-month basis
in November following a 3.2% decline in October and a 1.9%
decrease in September.  New home sales (on a seasonally-adjusted
basis) fell 2.1% month-over-month in November after 17.6% growth
in October, 3.9% improvement in September, 4% increase in August
and 17.1% decrease in the month of July.

In the case of HOV, new home orders grew 7.9% during fiscal 2013
(ending Oct. 31, 2013) but fell 6.4% year-over-year during the
4Q'13.  The company also reported slightly lower net orders during
the month of November compared with last year.  Cancellation rates
(excluding unconsolidated JVs) during 4Q'13 were 20%, flat yoy but
increased 600 bps from the 17% reported during the 3Q'13.  HOV
ended 4Q'13 with 2,167 homes (+14.7% yoy) in backlog (excluding
JVs) with a value of $762.4 million (+20.6% yoy).

While there has been some short-term weakness in order trends due
to the sharp increase in interest rates, higher home prices and,
perhaps, the government shutdown and debt limit concerns, Fitch
currently does not expect this trend will persist into the 2014
spring selling season.  However, a continued sharp increase in
rates could further slow the housing recovery.

Leverage at the end of fiscal 2013 was approximately 10x compared
with 16.5x at the end of fiscal 2012.  EBITDA to interest coverage
was 1.2x for fiscal 2013 compared with 0.7x in fiscal 2012.  Fitch
expects these credit metrics will improve further in the next 12
months, although leverage is expected to remain weak at around 9x
- 10x.  Interest coverage is projected to improve to approximately
1.3x - 1.5x during fiscal 2014.

The company ended fiscal 2013 with $319.1 million of unrestricted
cash on the balance sheet and $49.2 million of availability under
its $75 million unsecured revolving credit facility maturing in
2018.

The proposed $150 million debt offering will further enhance the
company's liquidity position.  On a pro forma basis (assuming the
company redeems $21 million of its 6.25% senior notes due 2015),
HOV will only have $60 million of senior notes coming due in the
next two years.  The company has about $260 million of debt
maturing in 2016.

At Oct. 31, 2013, the company controlled 34,710 lots (including
unconsolidated joint ventures), of which 47% were owned and the
remaining lots controlled through options and joint venture
partnerships.  Based on total LTM closings (including
unconsolidated JVs), HOV controlled 5.8 years of land.  The
company owned roughly 3.1 years of land based on consolidated LTM
closings.

As is the case with other public homebuilders, the company is
rebuilding its land position and trying to opportunistically
acquire land at attractive prices.  Total lots controlled
increased 16.5% yoy and grew 5.9% compared with the previous
quarter.  HOV spent roughly $502 million on land purchases and
development activities during fiscal 2013 compared with $364
million expended during fiscal 2012.

During fiscal 2013, HOV reported cash flow from operations of $9.3
million.  Fitch expects HOV will be cash flow negative in fiscal
2014 as it continues to build its land position.  However, Fitch
expects the company will have liquidity that is comfortably within
or perhaps above its stated target range.

Future ratings and Outlooks will be influenced by broad housing-
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.

HOV's ratings are constrained in the intermediate term because of
relatively high leverage metrics.  However, additional positive
rating actions may be considered if the recovery in housing is
maintained and is meaningfully better than Fitch's current
outlook, HOV shows continuous improvement in credit metrics
(particularly debt-to-EBITDA consistently below 8x and interest
coverage above 2x), and preserves a healthy liquidity position.

A negative rating action could be triggered if the industry
recovery dissipates; HOV's 2014 revenues drop high-teens while the
pretax loss approaches 2012 levels; and HOV's liquidity position
falls sharply, perhaps below $125 million.

Fitch currently rates HOV as follows with a Stable Outlook:

  -- Long-term IDR 'B-';
  -- Senior secured first lien notes due 2020 'B+/RR2';
  -- Senior secured notes due 2021 'CCC+/RR5';
  -- Senior secured second lien notes due 2020 'CCC/RR6';
  -- Senior unsecured notes 'CCC/RR6';
  -- Exchangeable note units due 2017 'CCC/RR6';
  -- Series A perpetual preferred stock 'CCC-/RR6'.

Fitch's Recovery Rating (RR) of 'RR2' on HOV's senior secured
first-lien notes indicates good recovery prospects for holders of
these debt issues.  The 'RR5' on the senior secured notes due 2021
indicates below-average recovery prospects in a default scenario.
The 'RR6' on HOV's senior secured second-lien notes, senior
unsecured notes, senior subordinated notes and preferred stock
indicates poor recovery prospects in a default scenario.  HOV's
exposure to claims made pursuant to performance bonds and the
possibility that part of these contingent liabilities would have a
claim against the company's assets were considered in determining
the recovery for the unsecured debtholders. Fitch applied a going
concern valuation analysis for these RRs.



HOVNANIAN ENTERPRISES: Moody's Raises Corp. Family Rating to B3
---------------------------------------------------------------
Moody's Investors Service raised the Corporate Family Rating of
Hovnanian Enterprises, Inc. to B3 from Caa1 and Probability of
Default rating to B3-PD from Caa1-PD. Concurrently, Moody's
assigned a Caa1 rating to the company's proposed up to $150
million unsecured notes and upgraded the company's first lien
notes to Ba3 from B1, second lien notes to B3 from Caa1, unsecured
notes to Caa1 from Caa2, and preferred stock to Caa2 from Caa3.
Moody's also affirmed Hovnanian's Speculative-Grade Liquidity
(SGL) assessment at SGL-3. The ratings outlook is stable.

The proceeds from the proposed up to $150 million senior unsecured
notes are expected to be used for general corporate purposes,
including land acquisition and land development, and to fund the
redemption of all of K. Hovnanian's outstanding 6.25% Senior Notes
due 2015 ($21 million as of 10/31/13) and to pay related fees and
expenses.

The upgrade of the Corporate Family Rating to B3 reflects
Hovnanian's improved financial performance including improvement
in interest coverage to slightly above 1x and finally turning net
income positive for the fiscal year 2013. Additionally, the
upgrade considers industry's growing strength.

The following rating actions were taken for Hovnanian Enterprises,
Inc. and K. Hovnanian Enterprises, Inc.:

  Corporate Family Rating, upgraded to B3 from Caa1;

  Probability of Default Rating, upgraded to B3-PD from Caa1-PD;

  First lien senior secured notes, upgraded to Ba3 (LGD2, 18%)
  from B1 (LGD2, 22%);

  Second lien senior secured notes, upgraded to B3 (LGD3, 47%)
  from Caa1 (LGD4, 55%);

  Senior unsecured notes, upgraded to Caa1 (LGD5, 76%) from Caa2
  (LGD5, 80%);

  Up to $150 million senior unsecured notes due 2019, assigned
  Caa1 (LGD5, 76%);

  Preferred stock, upgraded to Caa2 (LGD6, 95%) from Caa3 (LGD6,
  95%);

  Senior unsecured shelf, upgraded to (P)Caa1 from (P)Caa2;

  Speculative grade liquidity assessment affirmed at SGL-3.

All of K. Hovnanian Enterprises' debt is guaranteed by its parent
company, Hovnanian Enterprises, Inc. and its restricted operating
subsidiaries.

Ratings Rationale

The B3 Corporate Family Rating reflects Hovnanian's elevated debt
levels, with pro forma adjusted homebuilding debt/capitalization
at 131% as of October 31, 2013 and negative cash flow generation
as the company continues to buy land. By the end of fiscal 2014,
Hovnanian's adjusted homebuilding debt/capitalization is expected
to benefit from the reversal of deferred tax asset (DTA) valuation
allowance that amounts to slightly over $900 million. Moody's
projects the adjusted homebuilding debt/capitalization to be
slightly below 80% by the end of 2014 after taking into
consideration the DTA valuation allowance reversal.

At the same time, the rating is supported by the impressive
strength being shown by the homebuilding industry; the improvement
in Hovnanian's operating performance, including growing revenues
and improving gross margins; and Hovnanian's return to
profitability on a net income basis. Moody's anticipates the
company's credit metrics and profitability to continue to improve
in fiscal 2014. Fiscal 1Q14 net income may be negative given the
industry's seasonality but on a trailing twelve month basis net
income should be positive.

The company's SGL-3 speculative grade liquidity assessment
reflects the company's adequate liquidity profile, supported by
the absence of significant debt maturities until 2016. Liquidity
is constrained by negative cash flow generation and Moody's view
that the company will utilize over 50% of its $75 million
revolving credit facility in fiscal 2014.

The stable ratings outlook reflects expected improvement in
Hovnanian's operating performance, including growing revenues,
increasing gross margins, and the growing profitability.

The ratings could be lowered if the company were to materially
deplete its liquidity either through operating losses or through a
substantial investment or other transaction.

The ratings could be upgraded if the company's adjusted debt to
capitalization remains comfortably below 60% and the company were
to generate sizable amounts of operating cash flow, maintain
profitability on a net income basis, or receive a significant
infusion of equity capital.

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

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses. Homebuilding revenue and consolidated net income
for the fiscal 2013 (ended October 31, 2013) were approximately
$1.8 billion and $31 million, respectively.


ID PERFUMES: To Launch "Kendall Jenner" Product Line in September
-----------------------------------------------------------------
ID Perfumes, Inc., disclosed in an amended current report filing
with the U.S. Securities and Exchange Commission that it expects
to launch an initial product of Kendall Jenner in September 2014,
rather than May 2014 as originally disclosed.  The Company may
sell the products in department stores, mass retailers,
perfumeries, international distributors and through online
eCommerce retailers.

As reported by the TCR on Oct. 9, 2013, ID Perfumes entered into
an exclusive license agreement with Kendall Jenner Inc.  The
License Agreement was effective Sept. 23, 2013, and grants ID
Perfumes the worldwide right to use the trademark "Kendall Jenner"
including but not limited to her name, likeness, image, voice and
other attributes of her personality and the right to provide
services in connection with the license.

Kendall Jenner is a television personality, model and brand
ambassador for Seventeen Magazine.  She has appeared on the E!
reality TV show "Keeping Up with the Kardashians".  She has
modeled for the Sherry Hill dress line, which specializes in
dresses for proms and pageants.  Ms. Jenner was also featured in
People's "Beautiful People" article.  She had done photo shoots
with OK magazine and Teen Vogue.  In February 2013 PacSun
announced it launched a women's clothing line designed and
inspired by Kendall Jenner and her younger sister, Kylie, called
"Kendall & Kylie" available exclusively at PacSun.

                          About ID Perfumes

ID Perfumes, Inc., manufactures, markets, and distributes
fragrances and fragrance related products.  The company produces
and distributes its fragrance products under license agreements
with Selena Gomez and Adam Levine.  ID Perfumes, Inc., sells it
products to department stores, perfumeries, specialty retailers,
mass-market retailers, and the United States and international
wholesalers and distributors.  It primarily has operations in the
United States, Latin America, and Canada.  The company was
formerly known as Adrenalina and changed its name to ID Perfumes,
Inc., in February 2013. ID Perfumes, Inc., was founded in 2004 and
is headquartered in Hallandale Beach, Florida.

The Company reported a net loss of $12.01 million in 2008,
compared with a net loss of $5.26 million in 2007.  For the nine
months ended Sept. 30, 2013, the Company reported a net loss of
$3.72 million on $6.03 million of sales as compared with a net
loss of $3.02 million on $4.19 million of sales for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $2.83
million in total assets, $17.24 million in total liabilities and a
$14.41 million total shareholders' deficiency.

                           Going Concern

The Company said in its quarterly report for the period ended
Sept. 30, 2013, that it has significant operating losses since
inception which raise substantial doubt about the Company's
ability to continue as a going concern.  The Company has incurred
net losses of $3.7 million and $3 million in the first nine months
of 2013 and 2012, respectively.  The Company was involved in
litigation that resulted in the termination of a license.  The
operations of the Company have been funded through loans, related
party borrowings, customer deposits, contributed capital,
factoring and obtaining operating services from vendors.
Management's plans to generate cash flow during 2013 include
expanding the Company's operations through building new
relationships and entering into new license agreements to
introduce new fragrance lines and raising additional capital
through debt or equity offerings and continue to obtain operating
services from vendors in an effort to fund the Company's
anticipated expansion.  There is no assurance additional capital
or debt financing will be available to the Company on acceptable
terms.


INFINITY ENERGY: Borrows $1.05 Million From SKM Partnership
-----------------------------------------------------------
Infinity Energy Resources, Inc., borrowed $1,050,000 under an
unsecured credit facility with SKM Partnership, Ltd. on Dec. 27,
2013.  The loan is represented by a promissory note, bears
interest at the rate of 8 percent per annum and is payable
interest and principal in full on March 12, 2014.  It may be
prepaid without penalty at any time.  The Note is subordinated to
all existing and future senior indebtedness, as those terms are
defined in the Note.

The Company used the loan proceeds to make a $1,000,000 progress
payment to CGG Services (US) Inc. - NASA, which conducted seismic
survey activities on the Company?s Nicaraguan Concessions, and to
pay the lender a $50,000 origination fee.

In connection with its loan, the Company granted the lender a
warrant exercisable to purchase 1,000,000 shares of its common
stock at an exercise price of $1.50 per share for a period
commencing March 14, 2014, and expiring on the third anniversary
of that date.  If the Company fails to pay the note on its
Maturity Date, the number of shares issuable under the Warrant
increases to 13,333,333 and the exercise price drops to $0.075 per
share.

                       About Infinity Energy

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

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $4.76 million in total assets, $5.74 million in total
liabilities, $15.17 million in redeemable, convertible preferred
stock, and stockholders' deficit of $16.15 million.

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


INMAR INC: Moody's Assigns B2 CFR & Rates First Lien Debt B1
------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
("CFR") and B2-PD probability of default rating to Inmar, Inc.
(New), an entity formed by funds advised and/or managed by ABRY
Partners ("the sponsor") that will acquire and merge into Inmar,
Inc., ("Inmar" -- the surviving entity) at transaction closing.
Moody's also assigned B1 ratings to Inmar's proposed first lien
senior secured bank credit facilities, consisting of a $50 million
revolving credit facility due 2019 and a $350 million term loan
due 2021. In addition, Moody's assigned a Caa1 rating to the
proposed $105 million second lien senior secured term loan due
2022. The ratings outlook is stable.

Proceeds from the proposed bank debt combined with a cash equity
contribution from the sponsor will be used to fund the acquisition
of Inmar and repay existing debt. The assigned ratings are subject
to review of final documentation.

The B2 CFR primarily reflects Inmar's highly leveraged capital
structure -- in the form of pro-forma leverage of approximately
7.5 times (on a debt/EBITDA basis) for the LTM period ended
September 30, 2013 (adjusted for the transaction and including
Moody's standard adjustments). Over the next 12 to 18 months,
Moody's expects substantial improvement in the company's leverage
profile, which would serve to reduce its financial risk, making it
more representative of the B2 rating.

Upon closing of the transaction, Moody's will withdraw the
existing ratings of Inmar, Inc. (old entity).

The following summarizes the rating activity:

Ratings assigned:

Inmar, Inc. (New)

Corporate family rating at B2

Probability of default rating at B2-PD

Proposed $50 million first lien senior secured revolving credit
facility due 2019 at B1 (LGD3, 38%)

Proposed $350 million first lien senior secured term loan due 2021
at B1 (LGD3, 38%)

Proposed $105 million second lien senior secured term loan due
2022 at Caa1 (LGD5, 89%)

Ratings Rationale

Inmar's B2 corporate family rating primarily reflects its high
pro-forma financial leverage, a relatively small revenue base and
pricing risks on contract renewals. For the LTM period ended
September 30, 2013, the company's leverage on a debt/EBITDA basis
is approximately 7.5 times (pro-forma for the proposed transaction
and including Moody's standard adjustments for operating leases).
The B2 rating also considers the fact that the proposed LBO
transaction results in doubling of balance sheet debt, which is
well in excess of revenues and will limit the company's financial
flexibility in case of any performance deterioration.
Notwithstanding these risks, the rating predominantly derives
support from Inmar's solid market positions in the coupon
processing and reverse logistics market niches, the recurring
nature of contracted revenues, counter-balancing business segments
and steady financial performance during the last economic
downturn. Revenue growth over the medium term will be driven by
Inmar's solid momentum in the healthcare business segment,
including retail pharmacy receivables outsourcing and
pharmaceutical returns processing markets, as well as capabilities
expansion in data and behavioral analytics, full service recalls
and remarketing, and continued expansion into new market verticals
in the reverse logistics business segment.

The stable outlook reflects Moody's expectation that Inmar's key
credit metrics will improve incrementally over the next year to
levels that are more representative of the B2 corporate family
rating. Moody's expects the company to direct excess free cash
flow towards debt reduction, while moderate EBITDA growth will be
driven by new client wins and improving volumes in newer market
segments.

While a rating upgrade is unlikely given Inmar's relatively small
revenue base and high pro-forma financial leverage, Moody's could
consider an upgrade if the company demonstrates significant top
line growth, generates consistently positive free cash flow and
improves credit metrics such that Moody's comes to expect debt to
EBITDA and free cash flow to debt to be sustained at about 4.0
times and 8%, respectively.

The ratings could be pressured by a sustained decline in revenues
or EBITDA caused by an inability to renew key contracts or
significant declines in coupon or reverse logistics volumes.
Specifically, if Moody's comes to expect that the company will not
be able to reduce debt to EBITDA below 6.0 times or sustain free
cash flow to debt above 3%, a downgrade is possible. Ratings could
also be downgraded should the company's financial policy become
aggressive in regards to shareholder enhancement initiatives.

Inmar, Inc., headquartered in Winston-Salem, North Carolina, is a
significant provider of promotion and reverse logistics services
in North America. The company is being acquired by funds advised
and/or managed by ABRY partners.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 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.


INMAR INC: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Winston-Salem, N.C.-based Inmar Inc. to 'B' from
'B+'.  The outlook is stable.

At the same time, S&P assigned a 'B' issue rating to the first-
lien credit facility, including the $50 million revolving credit
facility due January 2019 and the $350 million term loan due
January 2021.  The recovery rating is '3', which indicates S&P's
expectation for meaningful (50% to 70%) recovery for first-lien
creditors in the event of a default.

S&P also assigned a 'CCC+' issue rating to the $105 million
second-lien term loan due January 2022.  The recovery rating is
'6', which indicates S&P's expectations for negligible (0% to 10%)
recovery for second-lien creditors in the event of a default.

S&P will withdraw the 'B+' issue rating on the existing senior
secured credit facility upon confirmation of repayment.  S&P
estimates Inmar will have about $455 million of balance sheet debt
following the transaction.

"The downgrade of Inmar reflects the significant weakening of
credit ratios as a result of the LBO transaction," said Standard &
Poor's credit analyst Brian Milligan.

Pro forma for the year ended Dec. 31, 2013, S&P estimates the
ratio of debt to EBITDA increases to nearly 7x from slightly below
4x as balance sheet debt increases to $455 million from about
$200 million.  In addition, S&P believes the company's financial
policy has become more aggressive and leverage will remain above
5x for at least the next two years.  The increased debt is the
primary reason S&P revised down its financial risk profile
assessment to "highly leveraged" from "aggressive."

The outlook is stable.  This reflects S&P's base-case scenario for
modest debt reduction and EBITDA growth of nearly 15% in 2014.
Further, under the new ownership and proposed capital structure
following the LBO, S&P expects leverage will remain above 5x for
at least the next two years.  S&P believes the company will
continue to benefit from growth in new verticals and operating
leverage.

S&P could consider a downgrade if EBITDA interest coverage falls
below 2x.  This could occur from key customer losses or from debt-
financed dividend or acquisition activity.  EBITDA would need to
miss S&P's 2014 base-case scenario by nearly 40% for EBITDA
interest coverage to fall below 2x.  Under S&P's base-case
scenario, debt to EBITDA would increase to nearly 10x if EBITDA
interest coverage fell below 2x.

While unlikely over the next year, S&P could consider an upgrade
if leverage declines definitively below 5x on a sustained basis.
S&P believes this is only possible from stronger than expected
operating performance because it do not expect accelerated debt
reduction over the next year.  EBITDA would need to exceed S&P's
2014 base-case scenario by nearly 25% for leverage to decline
below 5x.


INT'L COMMERCIAL TV: Appoints Ryan LeBon as New CFO
---------------------------------------------------
International Commercial Television, Inc.'s Board of Directors has
appointed Ryan LeBon as chief financial officer of the Company,
effective Jan. 1, 2014, to serve in that capacity at the will of
the Company's Board of Directors.

Mr. LeBon, age 31, joined the Company in June of 2013 as the
Company's Director of Financial Reporting.  Prior to joining the
Company, Mr. LeBon had over nine years of experience with Deloitte
& Touche LLP, as an Audit Manager primarily serving SEC
registrants, and as a Controller with General Electric.  Mr. LeBon
is a graduate of Villanova University with a degree in accounting
and is a Certified Public Accountant in Pennsylvania.

Richard Ransom, the Company's previous chief financial officer,
continues as president of the Company.  The appointment of Ryan
LeBon will allow Mr. Ransom to focus more exclusively on his
duties as president.

                  About International Commercial

Wayne, Pa.-based International Commercial Television Inc. sells
various consumer products.  The products are primarily marketed
and sold throughout the United States and internationally via
infomercials.

International Commercial disclosed a net loss of $550,448 on
$22.92 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $485,892 on $3.10 million of net sales
in 2011.

EisnerAmper, LLP, in Edison, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company's recurring losses from operations raise substantial
doubt about its ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $4.83
million in total assets, $2.87 million in total liabilities and
$1.96 million in total shareholders' equity.

                        Bankruptcy Warning

"There is no guarantee that the Company will be successful in
bringing our products into the traditional retail environment.  If
the Company is unsuccessful in achieving this goal, the Company
will be required to raise additional capital to meet its working
capital needs.  If the Company is unsuccessful in completing
additional financings, it will not be able to meet its working
capital needs or execute its business plan.  In such case the
Company will assess all available alternatives including a sale of
its assets or merger, the suspension of operations and possibly
liquidation, auction, bankruptcy, or other measures.  These
conditions in conjunction with the Company's historical net
operating losses and accumulated deficit raise substantial doubt
about the Company's ability to continue as a going concern," the
Company said in its quarterly report for the period ended
Sept. 30, 2013.


JFR HOMES: Feb. 15 Auction Set for Condo Unit at Harbortown Marina
------------------------------------------------------------------
The Clerk of the Circuit Court Fourth Judicial Circuit in and for
Duval County, Florida, will offer for sale Unit C-27, Harbortown
Marina, a condominium in Jacksonville, Duval County, Florida,
owned by JFR Homes, LLC, as well as JFR Homes' accounts, contract
rights, health-care insurance receivables, copyrights, trademarks,
patents, tradenames, tax refunds, and others, at public sale to
the highest and best bidder for cash at:

     http://www.duval.realforeclose.com/

on February 15, 2014, at 11:00 a.m., pursuant to the terms of the
Summary Final Judgment and in accordance with Section 45.031,
Florida Statutes.

Any person claiming an interest in the surplus from the sale, if
any, other than the property owner as of the date of the lis
pendens, must file a claim within 60 days after the sale.

The state court proceedings is, BRANCH BANKING AND TRUST COMPANY,
a North Carolina banking corporation, Plaintiff(s) vs. JFR HOMES,
LLC, a Florida limited liability company, JAMES F. RILEY, an
individual, RYAN R. FORTENBAUGH, an individual, HARBORTOWN MARINA
CONDOMINIUM ASSOCIATION, INC., a Florida non-profit corporation,
STATE OF FLORIDA, DEPARTMENT OF REVENUE, and UNKNOWN TENANT(S) IN
POSSESSION OF UNIT C-27, HARBORTOWN MARINA, JACKSONVILLE, DUVAL
COUNTY, FLORIDA, Defendant(s), pending in the Circuit Court
Fourth Judicial Circuit in and for Duval County, Florida, Case No.
16-2013-CA-006130 (Division CV-F).

Attorneys for Plaintiff is:

     Betsy C. Cox, Esq.
     Rogers Towers, P.A.
     1301 Riverplace Blvd., Suite 1500
     Jacksonville, FL 32207
     Tel: 904.346.5747
     Fax: 904.348.5841
     E-mail: bcox@rtlaw.com


LAKELAND INDUSTRIES: Partially Converts Mercantil Loan
------------------------------------------------------
Lakeland Brasil, S.A., a wholly owned subsidiary of Lakeland
Industries, Inc., converted $R500,000 (approximately US$213,000)
of the outstanding portion of its already existing loan with
Mercantil do Brasil S.A. to a term loan at an interest rate of
1.50 percent per month.  The material terms of the loan, as
converted, are as follows:

Lender:  Mercantil do Brasil S.A.

Conversion of existing overdraft facility to a term loan: 24
monthly payments with first payment on 2/10/14 with total value of
R$ 33.705,57 (about USD $14,342)

Interest Rate: 1.5 percent monthly or 19.56 percent yearly.

Start Date: 12/30/13

Total Value: R$500.000,00 (about USD $ 213,000)

End Date: 1/11/16 with payment of R$12.446,46

Collateral: Personal guaranty of Eduardo Tavares and Fabio Silva

Overdraft with Mercantil do Brasil SA was reduced from R$800k to
R$300k with R$500k converted to this loan.

                    About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed
$87.33 million in total assets, $38.56 million in total
liabilities and $48.77 million in total stockholders' equity.


LAMAR MEDIA: S&P Assigns 'BB-' Rating to Proposed $510MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Baton Rouge, La.-based
outdoor advertising operator Lamar Media Corp.'s proposed
$510 million unsecured notes due 2024 an issue-level rating of
'BB-', with a recovery rating of '3', indicating S&P's expectation
for meaningful (50% to 70%) recovery for noteholders in the event
of default.

S&P's estimated percent recovery for the company's new senior
notes is in the very high (90%-100%) recovery range and S&P's
estimated percent recovery for the company's existing senior
subordinated notes is in the substantial (70%-90%) recovery range.
However, S&P has capped the recovery at a '3' for both (50%-70%
recovery) because of the rating cap that we apply to the unsecured
debt of issuers in the 'BB' category, based on S&P's criteria.

The recovery rating on the $350 million senior notes that the
company repaid in December 2013 remained '1' after the upgrade of
the corporate credit rating to the 'BB' category in January 2012,
principally because of the near-term maturity (April 2014) of
these notes and S&P's expectation that the company would not
default prior to the notes maturing.

S&P's 'BB-' corporate credit rating and stable outlook reflect its
expectation that debt leverage will remain below 5x over the near
term, despite the possibility that Lamar could convert to a REIT
in 2014.

Lamar's business risk profile is "satisfactory" because of its
strong position in small to midsize outdoor advertising markets,
consistently high EBITDA margin in the low-40% area, and only
moderate structural pressure compared with various other media
because of less competition from online advertising.  Lamar is the
third largest U.S. outdoor advertising company, based on the
number of displays, which confers operating efficiency and a
degree of business diversification.

S&P views Lamar's financial risk profile as "aggressive," because
it expects fully adjusted leverage to remain below 5x over the
near term.  Leverage between 4x and 5x is consistent with S&P's
characterization of an aggressive financial risk profile.  S&P's
assessment incorporates the potential that 90% of taxable income
will be required to be paid out in the form of a dividend starting
in 2014, if the company completes its planned conversion to a
REIT.

S&P considers an upgrade as a remote possibility at this time,
especially with the near-term possibility of the company becoming
a REIT.  S&P could lower the rating over the intermediate term if
operating performance deteriorates because of economic pressure,
causing leverage to rise and remain in the high-5x area.  A more
likely scenario leading to a downgrade would be a permanent shift
in financial policy that causes leverage to rise materially or if
S&P become convinced that the company's financial flexibility will
decrease significantly as a result of a REIT conversion.

RATINGS LIST

Lamar Media Corp.
Corporate Credit Rating       BB-/Stable/--

New Rating

Lamar Media Corp.
Senior Unsecured
  $510M notes due 2024         BB-
   Recovery Rating             3


LEHMAN BROTHERS: LBI Trustee Seeks to Disallow $197.5MM in Claims
-----------------------------------------------------------------
James Giddens, the trustee liquidating Lehman Brothers Holdings
Inc.'s brokerage, asked the U.S. Bankruptcy Court in Manhattan to
disallow 417 claims, which seek payment of $197.5 million.  The
claims are listed at:

   http://bankrupt.com/misc/LBHI_sipa165thoo_23duplicative.pdf
   http://bankrupt.com/misc/LBHI_sipa166thoo_18satisfied.pdf
   http://bankrupt.com/misc/LBHI_sipa168thoo_200duplicate.pdf
   http://bankrupt.com/misc/LBHI_sipa169thoo_117duplicate.pdf
   http://bankrupt.com/misc/LBHI_sipa170thoo_33amended.pdf
   http://bankrupt.com/misc/LBHI_sipa172ndoo_12employee.pdf
   http://bankrupt.com/misc/LBHI_sipa173rdoo_2employee.pdf
   http://bankrupt.com/misc/LBHI_sipa176thoo_12insuffdocs.pdf

Mr. Giddens also proposed to either disallow or subordinate and
reclassify 20 claims filed by former employees who seek payment
of more than $4.8 million.  A list of the claims can be accessed
for free at http://is.gd/TUW8Rc

Meanwhile, the Lehman trustee proposed to reclassify 18 severance
claims as unsecured general, and reduce and allow 49 other
claims.

The 18 claims assert "priority amounts" which do not meet the
statutory requirements for priority under the Bankruptcy Code
while the amounts asserted in the 49 other claims either
contradict the brokerage's books and records or were incorrectly
calculated.  The claims are listed at:

   http://bankrupt.com/misc/LBHI_sipa167thoo_18severance.pdf
   http://bankrupt.com/misc/LBHI_sipa174thoo_38severance.pdf
   http://bankrupt.com/misc/LBHI_sipa175thoo_11compensation.pdf

Meanwhile, the Lehman trustee dropped his objection to Claim No.
7002329 filed by Great Bay Condominium Owners Association Inc.,
and 7001242 filed by Roopa Chellappa.

             Court Disallows $34.97 Million in Claims

In a related development, the bankruptcy court disallowed 129
claims, which assert payment of more than $34.97 million.  The
claims are listed at:

   http://bankrupt.com/misc/LBHI_sipa155thoo_21amended.pdf
   http://bankrupt.com/misc/LBHI_sipa157thOO_36noliability.pdf
   http://bankrupt.com/misc/LBHI_sipa160th_31noliability.pdf
   http://bankrupt.com/misc/LBHI_sipa162nd_41noliability.pdf

The court also issued an order either disallowing 31 employee
claims or reclassifying and subordinating them to claims of
general creditors.  A list of the claims can be accessed for free
at http://is.gd/t4UaHd

Meanwhile, the court reinstated Claim Nos. 9005332, 9005403 and
7000559.  The claims were previously disallowed by the court on
grounds that they were filed without supporting documents.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: HK Court to Hear LBSAL Application on Jan. 21
--------------------------------------------------------------
The Hong Kong High Court is set to hold a hearing on Jan. 21,
2014, at 9:30 a.m. (Hong Kong time) to consider the application
of Lehman Brothers Securities Asia Ltd.'s liquidators for
directions related to the enforceability of contractual
provisions contained in agreements between the company and its
clients.

The agreements purportedly create security interests in favor of
Lehman and its affiliates over all rights, title and interest of
the clients in and to assets held by the company for them, which
do not form part of the company's general estate.

A notice of the application has been sent out to concerned
parties by Mayer Brown JSM, solicitor for the liquidators of
Lehman Brothers Securities.

Pursuant to Order 15, rule 13A(4), Rules of the High Court (Cap
4A), a person may, within 14 days of service on him of the
notice, acknowledge service of the application and shall
thereupon become a party to the application, but in default of
such acknowledgment and subject to Order 15, rule 13A(5) of the
Rules, he sha1l be bound by any judgment given in the application
as if he was a party thereto.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Seeks to Sell California Coastal Property
----------------------------------------------------------
Lehman Brothers Holdings Inc. is seeking to sell 196 acres
(79 hectares) of California coastal land that has approvals for
residential development, according to a report by Bloomberg News.

Terry Ruckle, a principal at California-based Land Advisors
Organization, which is brokering the sale for Lehman, said bids
for the Orange County land known as Marblehead Coastal, which has
308 entitled home lots, are due by Jan. 15.

Lehman and a former partner spent $280 million to $300 million
purchasing and improving the Marblehead property, according to a
person familiar with the land who asked not to be identified
because the information isn't public.

Land Advisors has had inquiries about the Marblehead property
from domestic homebuilders as well as developers from Asia and
the Middle East.  There haven't been any firm offers yet,
according to Mr. Ruckle.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Signs Deal With NUFIC to Settle $132.2MM Claim
---------------------------------------------------------------
Lehman Brothers Holdings Inc. signed an agreement to settle the
claims of National Union Fire Insurance Co. of Pittsburgh.

Under the deal, the insurance firm agreed to drop its claims,
which assert more than $132.2 million, in exchange for a payment
of $2.99 million from the company.  A copy of the settlement
agreement can be accessed for free at http://is.gd/mbtboJ

NUFIC filed 20 unsecured claims against the company and its
subsidiaries, each seeking payment of more than $6.61 million.
Lehman refused to pay them, saying they are duplicative of other
claims.

NUFIC is represented by:

     Michael S. Davis, Esq.
     ZEICHNER ELLMAN & KRAUSE LLP
     1211 Avenue of the Americas
     New York, NY
     Tel: (212) 826-5311
     Fax: (866) 213-9038
     Email: mdavis@zeklaw.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).


LEVEL 3: Updates Interest Expense Guidance for 2013
---------------------------------------------------
Level 3 Communications, Inc., announced that as a result of
capital markets transactions completed during the fourth quarter
2013 since third quarter 2013 earnings were announced, the Company
has updated its interest expense guidance for 2013.  For the full
year 2013, the company now expects net cash interest expense of
approximately $675 million, compared to the previously issued
guidance of $645 million.  GAAP interest expense guidance remains
unchanged at $665 million for the full year 2013.

As a result of these capital markets transactions, the Company
accelerated approximately $30 million of cash interest expense
into the fourth quarter 2013 that would have otherwise been paid
in 2014.

The Company expects to save in aggregate approximately $39 million
in cash interest expense on an annualized basis and incur a loss
of approximately $57 million, or $0.25 per share, in the fourth
quarter 2013 as a result of the capital markets transactions
completed since third quarter 2013 earnings were announced.

                    About Level 3 Communications

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

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $123 million on $4.71 billion of revenue as compared
with a net loss of $366 million on $4.76 million of revenue for
the same period a year ago.  The Company's balance sheet at
Sept. 30, 2013, showed $12.85 billion in total assets, $11.70
billion in total liabilities and $1.14 billion in total
stockholders' equity.

                           *    *     *

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

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


LILY GROUP: Claims Bar Date Set for Jan. 24
-------------------------------------------
Creditors of Lily Group Inc. must file their proofs of claim not
later than Jan. 24, 2014.

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


LILY GROUP: Files Amended Schedules of Assets and Liabilities
-------------------------------------------------------------
Lily Group Inc., 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                $2,200,000
  B. Personal Property              $352,682
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $24,564,799
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $359,140
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,030,036
                                 -----------      -----------
        TOTAL                     $2,552,682      $38,953,976

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


LIME ENERGY: John Hurvis Stake at 38.3% as of Dec. 30
-----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, John Thomas Hurvis and The John Thomas Hurvis
Revocable Trust dated March 8, 2002, disclosed that as of
Dec. 30, 2013, they beneficially owned 2,241,358 shares of common
stock of Lime Energy Co. representing 38.3 percent of the shares
outstanding.  Mr. Hurvis previously reported beneficial ownership
of 1,203,221 common shares or 25.1 percent equity stake as of
Oct. 10, 2013.  A copy of the regulatory filing is available at:

                        http://is.gd/82u335

                          About Lime Energy

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

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

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

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $12.58 million.  The Company incurred a net loss of
$31.81 million in 2012 as compared with a net loss of $18.93
million in 2011.

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


LOCATION BASED TECHNOLOGIES: CFO-OnSite to Provide CFO Services
---------------------------------------------------------------
Location Based Technologies, Inc., has hired CFO-OnSite LLC to
provide CFO services for the Company, on an independent
contracting basis.  The CFO-OnSite representative performing the
CFO duties will be Glenn Davidson (47).  Formerly, Mr. Davidson
was the vice president controller for the Los Angeles operation of
McCann Erickson (a Fortune 300 company), as well as the interim
CFO of Densu Next's (Japan's largest advertising agency) US
operations.  Mr. Davidson founded CFO-OnSite in 2008 and has
provided CFO services for approximately 10 clients since the
company's inception.

Mr. Davidson received his bachelor's degree from Northern Arizona
University and an MBA from the University of Surry in Gilford,
England.

CFO-OnSite will receive $8,000 per month in compensation and the
services will begin on Dec. 30, 2013, and end on Dec. 29, 2014.

A copy of the Contractor Agreement is available for free at:

                         http://is.gd/8Osmrv

                About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company incurred a net loss of $11.04 million for the year
ended Aug. 31, 2013, as compared with a net loss of $7.96 million
for the year ended Aug. 31, 2012.  As of Aug. 31, 2013, the
Company had $3.37 million in total assets, $10.12 million in total
liabilities and a $6.75 million total stockholders' deficit.

Comiskey & Company, the Company's independent registered public
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended Aug. 31,
2013.  The independent auditors noted that the Company has
incurred recurring losses since inception and has accumulated
deficit in excess of $45 million.  There is no establised sales
history for the Company's products, which are new to the
marketplace, the auditors added.

                        Bankruptcy Warning

The Company said it remains obligated under a significant amount
of notes payable, and Silicon Valley Bank has been granted
security interests in the Company's assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in the 2013 Annual
Report.


LOEHMANN'S HOLDINGS: Going-Out-Of-Business Sale Begins Today
------------------------------------------------------------
After almost 93 years, Loehmann's, the premier upscale off-price
specialty retailer that originated the concept, is going out of
business.

On January 7, 2014, the U.S. Bankruptcy Court in Manhattan
approved an order authorizing a joint venture formed by SB Capital
Group, LLC, Tiger Capital Group, LLC, and A & G Realty Partners,
to conduct "Going Out of Business" sales in each of Loehmann's 39
locations in 11 states and the District of Columbia.  More than
$65 million of current in-season inventory and new arrivals from
many of the top designer names will be liquidated during the sale,
which begins today, January 9.

Loehmann's began operating in 1921 when Frieda Loehmann opened the
first store in Brooklyn, N.Y. Loehmann made her rounds to
designer's showrooms, buying their overstocks, cancellations and
samples at a fraction of the original wholesale price.  A
trendsetter at a time when women rarely assumed that role, Frieda
Loehmann's forward thinking and innovative approach to retail set
the standard for what became an entire industry.

The "Back Room" was a Loehmann's exclusive, featuring American and
European designer selections from the best names in the business,
all at bargain prices.   The legendary Back Room was a favorite
fashion destination for generations of stylish women.

More recently, declining economic conditions in the retailer's key
markets of California, New York, Florida and the Midwest adversely
affected Loehmann's operations.  The company's performance was
also impacted by intense competition from other off-price and
outlet retailers, as well as the e-commerce channel.  In November,
Loehmann's tried to sell its business as a going concern, but was
unable to secure meaningful bids.  On December 15, 2013,
Loehmann's filed for Chapter 11 bankruptcy protection for the
third time in its history.

Loehmann's stores feature men's and women's designer apparel,
shoes and accessories from such brands as Calvin Klein, Theory,
Michael Kors, Max Studio, Tahari and Vince, with prices typically
30% to 65% lower than traditional retail.  The "Going Out of
Business" sales will offer discounts off these already low prices,
with as much as 40% off the lowest, ticketed price on everything,
including markdowns and clearance.

Daniel Kane, Managing Partner of Tiger Group, said, "We invite the
public to shop early to get the best deals on a wide range of
current designer merchandise at liquidation prices.  New inventory
will be arriving daily from Loehmann's distribution center,
assuring shoppers an incredible selection."

Scott Bernstein, COO of SB Capital Group, said, "There is no store
quite like Loehmann's. During its more than 90 years in business,
the Loehmann's name became synonymous with great quality and
value.  A sale of this nature in these stores will be historical.
With millions of dollars of inventory from some of the greatest
names in fashion for women and men, the savings, even for
Loehmann's traditional customers, will be unprecedented."

Loehmann's stores are located in Connecticut, New York, New
Jersey, Maryland, Virginia, Georgia, Florida, Michigan, Illinois,
Texas, California and the District of Columbia.

For a list of locations, go to:

     http://www.loehmanns.com/locationEventMapping.aspx

All stores will maintain their normal business hours during this
special sale. Cash and major credit cards will be accepted.

In addition to the liquidation of merchandise inventories,
fixtures and equipment from all 39 stores as well as the company's
Rutherford, N.J. distribution center will be sold.  Loehmann's
stores range from 15,000 to 60,000 square feet in size, and
average 28,000 square feet.

                        About Loehmann's

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

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

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

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

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

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


LONE OAK: Posts $227-K Net Loss for Six Months Ended June 30
------------------------------------------------------------
Lone Oak Acquisition Corporation filed with the U.S. Securities
and Exchange Commission its report on Form 20-F, reporting a net
loss of $227,098 on $nil of revenues for the six months ended June
30, 2013.

The Company's balance sheet at June 30, 2013, showed
$11.02 million in total assets and stockholders' equity of
$6.71 million.

Since inception, the Company has been dependent on loans from its
sole member to acquire working interests in various oil and gas
properties and to support operations.   Lone Oak is developing
plans for future operations and funding of its business plan and
as part of that plan, the Company is currently negotiating a
reverse merger with a small public company to facilitate future
fundraising and address current working capital needs.  The
Company's dependence on its sole member raises substantial doubt
about its ability to continue as a going concern.

A copy of the Form 20-F is available at:

                       http://is.gd/wFs0Bl

Lone Oak Acquisition Corporation, through its subsidiary, Arabella
Exploration, Limited Liability Company, operates as an independent
oil and natural gas company. The company focuses on the
acquisition, development, exploration, and exploitation of
unconventional, onshore oil and natural gas reserves in the
Delaware Basin portion of the Permian Basin in West Texas. As of
October 15, 2013, the company?s total gross acreage position in
the Delaware Basin included 10,882 gross acres (5,027 net acres).
As of August 31, 2013, the company had participated in four gross
(0.68 net) productive wells in the Delaware Basin. The company?s
activities are primarily focused on the Wolfcamp and Bone Spring
formations, which it refers to collectively as the Wolfbone play.


LYFE COMMUNICATIONS: Co-Founder Garrett Daw Appointed CEO
---------------------------------------------------------
Lyfe Communications, Inc., feels that certain executive roles
should be changed to better manage its technology and operational
efforts.  The Company has been incurring ongoing liabilities
associated with executive contracts and desires to reduce those
liabilities.  Therefore, effective Jan. 1, 2014, the Board of
Directors changed the founder's executive roles within the
Company.

Lyfe co-founder Garrett Daw has been appointed CEO, and is
responsible for the ongoing operations of the business.  Gregory
Smith and Robert Bryson will resign as CEO and EVP of business
development respectively.  Included in this change, the Board of
Directors and its founder will amend or terminate their employment
agreements to reflect these changes.

                     About LYFE Communications

South Jordan, Utah-based LYFE Communications, Inc.'s business is
to develop, deploy, and operate next generation media and
communications network based services to single-family, multi-
family, high-rise resort and hospitality properties.

LYFE Communications incurred a net loss of $1.74 million on
$531,531 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $3.88 million on $621,830 of revenue for the
year ended Dec. 31, 2011.  The Company's balance sheet at June 30,
2013, showed $1.16 million in total assets, $3.68 million in total
liabilities and a $2.52 million total stockholders' deficit.

HJ & Associates, LLC, in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered losses since inception.  The Company
has not established operations with consistent revenue streams and
has a working capital deficit.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


M LINE HOLDINGS: MaloneBailey Raises Going Concern Doubt
--------------------------------------------------------
M Line Holdings, Inc., filed with the U.S. Securities and Exchange
Commission on Dec. 31, 2013, its annual report on Form 10-K for
the fiscal year ended June 30, 2013.

MaloneBailey, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has suffered recurring losses from operations and negative
cash flows from operations.

The Company reported a net loss of $4.39 million on $9.32 million
of net sales as of June 30, 2013, compared with a net loss of
$768,242 on $10.18 million as of June 30, 2012.

The Company's balance sheet at June 30, 2013, showed $3.7 million
in total assets, $7.33 million in total liabilities, and
stockholders' deficit of $3.63 million.

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

                       http://is.gd/V9QT0q

Tustin, Calif.-based M Line Holdings, Inc., provides services and
products to the machine tool industry, including the sale of new
and refurbished pre-owned computer numerically controlled (CNC)
machines and the manufacture of precision metal components.


MARINA BIOTECH: Amends License Agreement with Mirna Therapeutics
----------------------------------------------------------------
Marina Biotech, Inc., and Mirna Therapeutics, Inc., have amended
their license agreement regarding the development and
commercialization of microRNA-based therapeutics utilizing Mirna's
proprietary microRNAs and Marina Biotech's novel SMARTICLES
liposomal delivery technology.  Under the terms of the amendment,
Mirna paid certain pre-payments to Marina Biotech and now has
additional rights to its lead program, MRX34, currently in Phase 1
clinical development for patients with unresectable primary liver
cancer or metastatic cancer with liver involvement.  In addition,
under the terms of the license agreement, Mirna has optioned
exclusivity on several additional miRNA targets.  Further terms of
the Agreement were not disclosed.

"Mirna and Marina Biotech have enjoyed a successful, durable
collaboration by leveraging the systemic delivery of our
proprietary, double-stranded, miRNA mimics with the SMARTICLES
delivery technology," said Paul Lammers, president and CEO of
Mirna Therapeutics.  "Amendment of the license agreement
strengthens the potential medical and commercial value of MRX34 as
the first miRNA mimic to enter the clinic in cancer, and provides
exclusivity for the use of SMARTICLES with other highly promising
tumor suppressor miRNAs."

"We are extremely pleased with our on-going relationship with
Mirna as a forerunner in the human clinical development of
microRNA-based therapeutics," stated J. Michael French, president
and CEO of Marina Biotech.  "We are also pleased with our ability
to successfully close licensing transactions during the past year
and a half, which has allowed us to keep the company moving
forward during a difficult stretch.  Although this transaction
will not allow us to resume normal operations, I believe it will
be sufficient to achieve certain tactical and strategic objectives
over the next quarter.  We have witnessed over the past several
months increasing interest across the broader pharmaceutical
sector in the application of our drug discovery engine to the
development of nucleic acid-based therapeutics for rare and orphan
diseases.  We are excited about the increased awareness of our
capabilities and hope to capitalize on these developments in the
future."

                    Biotech Showcase(TM) 2014

Marina Biotech said that Philip C. Ranker will join the Marina
Biotech Board of Directors and that Richard T. Ho, M.D., Ph.D.,
will become the Chair of the Marina Biotech Scientific Advisory
Board.  Further, in an on-going effort to conserve resources as
the company focuses on near term pharma collaboration
opportunities, Mr. Ranker and Dr. Ho have resigned from their
respective positions, interim chief financial officer and
executive vice president, Research and Development, to pursue
other opportunities.  The finance function of the company will
transition to an outside service provider.

In connection with those resignations, and in order to satisfy
certain unfulfilled payment obligations in the aggregate amount of
approximately $834,000 that were due to each of them pursuant to
their respective employment agreements with the Company, the
Company on Jan. 1, 2014, agreed to issue to Mr. Ranker and Dr. Ho
an aggregate of 1,257,000 shares of Common Stock.  At the same
time, and in order to satisfy certain unfulfilled payment
obligations in the amount of approximately $415,000 that were due
to J. Michael French pursuant to his employment agreement with the
Company, the Company on Jan. 1, 2014, agreed to issue to Mr.
French 1,130,000 shares of Common Stock.  Each share of Common
Stock issued to Messrs. French and Ranker, and to Dr. Ho, was
valued based on the volume weighted average price of the Common
Stock for the ten trading days ending on Dec. 31, 2013.

"I want to thank both Phil and Richard for their dedication over
the past two years and, most importantly, for the personal
sacrifices they've endured to keep Marina Biotech moving forward,"
said J. Michael French, president and chief executive officer.
"Their decision to resign as employees and move into advisory
roles is a tribute to their commitment to the company and
expectation that Marina Biotech will bring novel therapeutics to
underserved patient populations.  Phil will support us as we
transition the financial operations to an outside firm and
initiate the necessary steps to complete our audit and regain
regulatory compliance.  We look forward to his continued input as
a Board member.  Richard will lead our SAB which I believe will
take on a greater role in our future R&D collaborations.  We
continue to do all we can to move the company forward and believe
the coming year will be a transformational year for Marina
Biotech.  We look forward to providing a corporate update at
Biotech Showcase in San Francisco on January 15, 2014."

J. Michael French, president and CEO will present an update on the
company at the upcoming Biotech ShowcaseTM 2014, on Wednesday,
Jan. 15, 2014, at 4:15 pm at the Parc 55 Wyndham San Francisco -
Union Square at 55 Cyril Magnin Street, San Francisco, California.

Additional information is available for free at:

                        http://is.gd/ysKFsI

                        About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

KPMG LLP, in Seattle, expressed substantial doubt about Marina
Biotech's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has ceased substantially all day-to-day operations,
including most research and development activities, has incurred
recurring losses, has a working capital and accumulated deficit
and has had recurring negative cash flows from operations.

The Company reported a net loss of $29.42 million in 2011,
compared with a net loss of $27.75 million in 2010.  The Company's
balance sheet at Sept. 30, 2012, showed $8.01 million in total
assets, $10.36 million in total liabilities and a $2.35 million
total stockholders' deficit.

"The market value and the volatility of our stock price, as well
as general market conditions and our current financial condition,
could make it difficult for us to complete a financing or
collaboration transaction on favorable terms, or at all.  Any
financing we obtain may further dilute the ownership interest of
our current stockholders, which dilution could be substantial, or
provide new stockholders with superior rights than those possessed
by our current stockholders.  If we are unable to obtain
additional capital when required, and in the amounts required, we
may be forced to modify, delay or abandon some or all of our
programs, or to discontinue operations altogether.  Additionally,
any collaboration may require us to relinquish rights to our
technologies.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern."

"Although we have ceased substantially all of our day-to-day
operations and terminated substantially all of our employees, our
cash and other sources of liquidity may only be sufficient to fund
our limited operations until the end of 2012.  We will require
substantial additional funding in the immediate future to continue
our operations.  If additional capital is not available, we may
have to curtail or cease operations, or take other actions that
could adversely impact our shareholders," the Company said in its
quarterly report for the period ended Sept. 30, 2012.


MARINE ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service assigned B2 corporate family and B3-PD
probability of default ratings to Marine Acquisition Corp, which
conducts business as SeaStar Solutions. B2 ratings were also
assigned to the proposed $25 million revolving credit facility and
the $200 million term loan which share collateral. $200 million
proceeds of the debt sale will be combined with about $130 million
of equity provided by funds affiliated with American Securities to
purchase the company from HIG Capital. The ratings outlook is
Stable.

Ratings

Corporate Family Rating: B2

Probability of Default: B3-PD

$25 million Senior Secured revolving credit facility due 2019:
Assigned B2 LGD3 33% rating

$200 million Senior Secured term loan due 2021: Assigned B2 LGD3
33% rating

Rating Outlook: Stable

RATINGS RATIONALE

The B2 CFR rating is limited by SeaStar's modest scale, narrow end
market focus, geographic concentration, elevated leverage and
modest free cash flow to debt. Just over 80% of expected 2013
revenue were from sales of components used in marine products,
with steering controls the greatest concentration. Revenue is
concentrated geographically with over 80% of total revenue
generated in the US and Canada. New motor boat sales are largely
discretionary and, as a result, highly cyclical. Aftermarket sales
are far more stable, particularly for SeaStar with its sizable
installed base. Leverage (4.7x Moody's pro-forma adjusted
debt/EBITDA for 2013 and remaining there in 2014-2015), and funds
from operations to debt (expected to remain in the mid single
digit percent range) are consistent with single B rated issuers.
The company commands a strong market share in hydraulic and
mechanical steering systems and components while also effectively
competing with original equipment manufacturers by manufacturing
and marketing aftermarket drive train replacement parts. SeaStar's
Industrial division provides modest end market diversification
selling heating equipment used in trucks and buses as well as by
the US army. EBITA coverage of interest (expected to remain in the
3-3.5x range over the intermediate term) and EBITDA margin (19%)
are in line with companies typically rated high in the B or low in
the Ba category. Moody's expects free cash flow and modest
additional debt will be applied to acquire other marine supply
operators to consolidate the industry, leading to no expectation
for material debt reduction.

Moody's views the company's liquidity as adequate as a portion of
the $25 million revolving credit will be utilized for working
capital in the first half of the year as the company builds
inventory ahead of the heavier spring product demand. Over the
course of a year, the company is expected to generate sustained
cash flow. Covenants are expected to be set at levels which
provide the company with adequate cushion while alternative
sources are very limited as nearly all the collateral is pledged
to the revolver and term loan lenders.

The company's modest scale and end market concentration limits
rating upgrade opportunities. Still, reducing leverage below 3.0x
and free cash flow to debt exceeding 10% on a sustained basis
could lead to higher ratings. Free cash flow declining to near
zero or a debt funded acquisition increasing leverage on a
sustained basis over 5.0x would likely lead to lower ratings. In
addition, liquidity declining below $10 million could also lead to
lower ratings.

The stable ratings outlook is based on Moody's expectation for
very low single digits percent organic revenue growth, use of free
cash flow coupled with modest amounts of debt to make
acquisitions. Moody's also expects a stabilization of the
company's operational footprint following the close of several
manufacturing facilities in Asia and Australia. Though the trend
has been for higher dollar value of content per boat in recent
years, Moody's outlook does not anticipate this trend continues or
a dramatic increase in new boat sales.

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 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.

Litchfield, IL headquartered Marine Acquisition Corp. does
business as SeaStar Solutions since changing its name from
Teleflex Marine in 2013. The company is leading provider of
steering components for outboard motorboats in addition to other
parts manufactured for original equipment and aftermarket
replacements for marine application. The company also sells
industrial equipment primarily for heating applications. SeaStar
is being acquired by funds affiliated with American Securities.
Revenue generated in 2013 was just over $230 million.


MASTER AGGREGATES: Sec. 341(a) Creditors' Meeting Set for Jan. 17
-----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Master Aggregates
Toa Baja Corporation will be held on January 17, 2014, 3:00 p.m.,
at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First
Floor, San Juan, Puerto Rico.

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 for filing proofs of claim in Master Aggregates'
Chapter 11 case is April 21, 2014. The deadline for filing proofs
of claim by government units is June 9, 2014.

Master Aggregates Toa Baja Corporation filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on
Dec. 11, 2013.  Charles Alfred Cuprill, Esq., at Charles A
Cuprill, PSC Law Office, in San Juan, serves as counsel.


MDC HOLDINGS: S&P Assigns 'BB+' Rating to Proposed $250MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating and
'3' recovery rating to MDC Holdings Inc.'s proposed $250 million
senior notes due 2024.  S&P's '3' recovery rating indicates its
expectation for a meaningful (50% to 70%) recovery in the event of
default.  Net proceeds will be used for general corporate
purposes, which may include the repayment of all or part of the
$250 million 5.375% senior notes due in December 2014 and
$250 million 5.375% senior notes due in July 2015.

The 'BB+' corporate credit rating and stable outlook on MDC
reflect the company's "fair" business risk profile, which is
supported by a homebuilding platform that operates with a shorter-
than-average inventory position resulting in a more nimble
operating platform.  Nonetheless, the company has needed to invest
heavily to replenish its inventory to achieve growth as the
housing market recovers. Gross margins have lagged peers, but are
strengthening.  MDC's operations are gaining strength as the
company uses its strong liquidity to invest in new, higher-margin
communities.  S&P expects higher volume and gross margins to drive
operating leverage and lead to stronger profitability in 2014.
However, S&P's assessment of a "significant" financial risk
profile reflects slowly improving, and adequate EBITDA-based
credit metrics.  S&P assumes the company's capital requirements to
acquire and develop land will remain significant as the company
grows in tandem with a recovering housing market, and S&P thinks
the company may finance these transactions with opportunistic debt
raises or borrowings on the revolving credit facility.  Liquidity
remains strong, with a significant cash position and recently
added revolving credit facility.

S&P's stable outlook reflects its view that the company will
maintain a comparatively strong liquidity position as it shifts
toward more aggressive growth.  S&P further expects the company to
deliver strengthened EBITDA from its smaller, but well-positioned
operating platform.  S&P currently sees no upside to ratings,
given increasing capital needs and still weak debt to EBITDA
credit metrics.  S&P would lower its ratings if 2014 performance
is weaker than it expects and S&P concludes that MDC will be
unable to achieve lower debt to EBITDA credit metrics that are
more consistent with the current rating (debt to EBITDA in the 3x
to 4x area) over the next 12 months.

RATINGS LIST

MDC Holdings Inc.
Corporate Credit Rating          BB+/Stable/--

New Rating

MDC Holdings Inc.
$250 Mil. Senior Notes Due 2024  BB+
   Recovery Rating                3


MISSION NEWENERGY: Due Date of CN3 Debt Extended to 2018
--------------------------------------------------------
Mission NewEnergy Limited has reached an agreement with its
convertible noteholders to restructure its Series Three
Convertible Note debt.

The face value of the CN3 of approximately A$25.4 million was due
for repayment in May 2014.  Under the terms of the restructuring,
the due date for the debt has been extended to Dec. 31, 2018.  In
exchange for this approximate five year extension, Mission would
pay a 6 percent coupon effective from 1 January 2014, with
interest payments being accrued, but payment deferred until
Dec. 31, 2015, when all accrued interest must by paid.  Thereafter
interest payments are due and payable quarterly.

To facilitate the restructuring, all CN3 will be exchanged on a
one for one basis for new Series Four Convertible Notes, all other
material terms of CN3 will be retained in the CN4.  A copy of the
CN4 deed poll is available at http://is.gd/xGqEUt

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2013, showed A$20.10
million in total assets, A$32.60 million in total liabilities and
a A$12.50 million total deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MITEL US: S&P Assigns 'B+' Rating to Proposed US$355MM Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating and '2' recovery rating to Mitel US Holdings
Inc.'s proposed US$355 million term loan due 2020.  The '2'
recovery rating indicates S&P's expectation of substantial (70%-
90%) recovery in the event of default.

Mitel US Holdings Inc. is a subsidiary of Ottawa-based premise and
cloud-based unified communications solution provider Mitel
Networks Corp.  S&P's 'B' long-term corporate credit rating on
parent Mitel is unchanged.  The outlook is positive.

As part of its previously announced acquisition of Aastra, Mitel
plans to refinance its existing credit facilities with a new
first-lien credit facility composed of a US$355 million term loan
B and US$50 million revolver (S&P do not rate the revolver).
Mitel's total debt will increase by about US$80 million, but
leverage will decline because the Aastra acquisition is largely
equity-financed.

"The ratings on Mitel reflect our assessment of the company's
vulnerable business risk profile, significant financial risk
profile, and adequate liquidity position," said Standard & Poor's
credit analyst David Fisher.

S&P applies a downward adjustment of one notch for comparable
rating analysis based on the potential for execution risk related
to the Aastra acquisition.  Given the transformative nature of the
acquisition, S&P plans to apply the negative notch until the
consolidated company has established a track record of operating
and financial performance.

Mitel operates in the moderately high-risk hardware industry.  S&P
assess the company's business risk profile as vulnerable primarily
due to its weaker brand recognition and smaller scale and scope
relative to larger competitors.  S&P views Mitel's country risk as
low because the majority of pro forma revenues are derived from
North America, the U.K, and Western Europe.

The positive outlook reflects the potential for an upgrade if
Mitel maintains or improves its pro forma credit measures
following a successful integration of Aastra.  Specifically, S&P
expects the company to maintain pro forma adjusted debt-to-EBITDA
below 3.5x for an upgrade.

S&P could revise the outlook back to stable if the company fails
to close the acquisition as proposed; experiences greater-than-
expected integration challenges; revenue erosion (on a pro forma
basis) accelerates above historical levels; or the competitive
environment becomes significantly more challenging.  In S&P's
view, these issues would make it difficult for Mitel to sustain
credit measures commensurate with a higher rating.  S&P could also
revise the outlook to stable if management pursues debt-funded
acquisitions that increase leverage.


MONTREAL MAINE: Auction Set for Jan. 21 in Portland, ME
-------------------------------------------------------
Substantially all of the assets of Montreal Maine & Atlantic
Railway Ltd. will be up for auction on Jan. 21, 2014, at 10:00
a.m. (Eastern Time) at the offices of Bernstein Shur Sawyer &
Nelson P.A., in Portland, Maine.

As widely reported, an affiliate of Fortress Investment Group --
Railway Acquisition Holdings LLC -- has been designated as
"stalking horse" for the auction.  The Fortress will kick start
the auction with a $14.25 million offer.

Competing bids must be submitted by Jan. 17.

Jacqueline Palank, writing for The Wall Street Journal, reported
that would-be buyers must offer at least $15.7 million to be in
the running against the Fortress affiliate.  WSJ says the Fortress
bid encompasses most of the assets of Montreal, Maine & Atlantic,
from its more than 500 miles of track in Maine, Vermont and Quebec
to its locomotives and railcars.

The hearing to approve the sale will be held Jan. 23 at 10:00 a.m.
before Judge Louis H. Kornreich in Bangor, Maine.

Objections to the sale must be filed by Jan. 22.

Robert J. Keach, the Chapter 11 Trustee for Montreal Maine, sought
approval to auction the Debtor's assets.  The Bankruptcy Courts in
the U.S. and Canada on Dec. 19 both gave their stamp of approval
on the procedures that will govern the sale.

The Fortress unit is represented by:

     Terence M. Hynes, Esq.
     SIDLEY AUSTIN LLP
     1501 K Street, N.W.
     Washington D.C. 20005
     Fax: 202-736-8711
     E-mail: thynes@sidley.com

          - and -

     Jeffrey C. Steen, Esq.
     SIDLEY AUSTIN LLP
     1 S. Dearborn
     Chicago, IL 60603
     Fax: 312-853-7036
     E-mail: jsteen@sidley.com

                        About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.
Development Specialists, Inc., serves as the Chapter 11 trustee's
financial advisor.  Gordian Group, LLC, serves as the Chapter 11
Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Richter Consulting has been appointed CCAA
monitor.  It may be reached at:

     Andrew Adessky
     RICHTER CONSULTING
     1981 McGill College Avenue, 12th Floor
     Montreal, Quebec H3A OG6
     Canada
     Fax: 514-934-3504
     E-mail: aadessky@richter.ca

The CCAA Monitor is representedy by:

     Sylvain Vauclair
     WOODS LLP
     2000 McGill College Avenue, Suite 1700
     Montreal, Quebec H3A 3H3
     Canada
     Fax: 514-284-2046
     E-mail: svauclair@woods.qc.ca

MM&A Canada is represented by:

     Patrice Benoit
     GOWLING LAFLEUR HENDERSON LLP
     3700-1 Place Ville Marie
     Montreal, Quebec H3B 3P4
     Canada
     Fax: 514-876-9550
     E-mail: patrice.benoit@gowlings.com

The U.S. Trustee appointed a four-member official committee of
derailment victims.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at GROSS,
MINSKY & MOGUL, P.A.; Daniel C. Cohn, Esq., at MURTHA CULLINA LLP;
Peter J. Flowers, Esq., at MEYERS & FLOWERS, LLC; Jason C.
Webster, Esq., at THE WEBSTER LAW FIRM; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.


MUSCLEPHARM CORP: Acquires All Assets of BioZone Pharmaceuticals
----------------------------------------------------------------
MusclePharm Corporation has completed the acquisition of
essentially all assets of BioZone Pharmaceuticals, Inc., and its
subsidiaries, for 1.2 million shares of MusclePharm stock.

Under the terms of the agreement, MusclePharm, through a newly
formed Nevada subsidiary, BioZone Laboratories Inc., has acquired
BioZone's manufacturing facility in Richmond, California; all
assets associated with BioZone's QuSomes(R), HyperSorb(TM) and
EquaSome(TM) technologies; BioZone's Baker-Cummins line of
products; and, the name "BioZone".

"We believe that BioZone is a complementary fit for MusclePharm,
providing substantial opportunities to further enhance our science
and quality control systems, as well as advance our innovation
capabilities, which will add sophistication to the sports
nutrition market," said Brad Pyatt, chief executive officer of
MusclePharm.  "We also believe that it gives us a long-term
roadmap to eventually take control of our manufacturing and allow
MusclePharm to be a fully-integrated company."

BioZone's patented QuSomes(R) technology enhances the absorption
of topical and other drugs.  MusclePharm is evaluating the
QuSomes(R) technology to determine if the combination of
QuSomes(R) and nutritional supplements could enhance the
absorption and speed-of-delivery in several MusclePharm products.

MusclePharm's management believes that the acquisition will
provide MusclePharm with the following additional benefits:

   * An opportunity to bring science, innovation and s
     ophistication to the sports nutrition market;

   * The ability to realize meaningful cost savings by utilizing
     the existing BioZone facilities in Northern California to
     establish a new West Coast distribution center for
     MusclePharm products;

   * An opportunity to realize substantial cost savings by
     internalizing and consolidating MusclePharm's product quality
     control programs, which are currently being outsourced; and

   * Over time, the ability to internalize various manufacturing
     components of MusclePharm products.

Separately, more than a majority of the shareholders of BioZone
approved the transaction.  Valuation Research Corporation provided
the fairness opinion in connection with the transaction to
MusclePharm's Strategic Committee comprised of the independent
members of its board of directors.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $13.72 million.  MusclePharm incurred a net loss of
$18.95 million in 2012, a net loss of $23.28 million in 2011, and
a net loss of $19.56 million in 2010.  The Company's balance sheet
at Sept. 30, 2013, showed $41.54 million in total assets, $18.87
million in total liabilities and $22.67 million in total
stockholders' equity.


NESBITT PORTLAND: Bryan Cave to Assist CRO in Asset Sale
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Grant Lyon, chief restructuring officer of Nesbitt
Portland Property LLC, et al., to employ Bryan Cave LLP as his
counsel to represent him with respect to the sale of the hotels
and administration of his related duties under the Debtors' plan
of reorganization.

As reported in the Troubled Company Reporter on Nov. 21, 2013,
the hourly rates of Bryan Cave's personnel are:

         Mal Serure, real estate           $590
         Zena Ho, real estate              $385
         Lawrence Gottesman, restructuring $815
         Michelle McMahon, restructuring   $600
         Purvi Shah, restructuring         $335

                  About Nesbitt Portland Property

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as an Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on
July 31, 2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and
Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent
the Debtor as counsel.  Alvarez & Marsal North American, LLC,
serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled
$29.4 million in assets and $192.3 million in liabilities.
Nesbitt Portland's hotel property is valued at $27.19 million, and
secures a $191.9 million debt to U.S. Bank.

A chief restructuring officer, Grant Lyon, was appointed as part
of the plan support agreement reached by the parties.  The CRO
supervised the sale process contemplated under the Chapter 11
plan.  The CRO tapped Allegiant Investors LLC as hotel consultant.

The Debtors and their lender submitted a Chapter 11 reorganization
plan that calls for selling off seven Embassy Suites brand hotels
and an eighth Texas hotel to new franchisors.  The hotels were put
up for auction in an attempt to cover at least $193 million in
outstanding lender claims -- including a defaulted $187.5 million
loan plus interest.  A copy of the findings of fact and order
confirming the Plan signed on Oct. 4, 2013, is available for free
at http://bankrupt.com/misc/Nesbitt_Plan_Order_Oct2013.pdf

The bankruptcy court will hold a hearing regarding the status of
the Debtors' post-confirmation efforts on March 28, 2014, and the
Debtors will, no later than March 21, 2014, file a status report
containing a general report on progress in consummating the Plan.


NEW ENGLAND COMPOUNDING: Jan. 15 Meningitis Claims Bar Date Set
---------------------------------------------------------------
Hagens Berman Sobol Shapiro, lead counsel for victims with cases
on file in federal court who developed fungal meningitis after
exposure to allegedly tainted injections manufactured by New
England Compounding Center (NECC), on Jan. 7 reminded victims that
the deadline to submit a proof of claim against NECC with the
bankruptcy court is Jan. 15, 2014.

The firm warns individuals who were exposed to injections
manufactured by NECC, and their attorneys, that failure to ensure
that the claims agent receives both a proof of claim and a PITWD
addendum before the deadline may result in those claims being
forever barred by the court.  Completed forms should be submitted
to claims agent Donlin Recano, not filed with the bankruptcy
court.

"As this critical deadline approaches, we are alerting victims as
well as their attorneys that to preserve their legal rights, the
time to act is now," said Thomas Sobol, lead counsel of the
Plaintiffs' Steering Committee.  "Failure to submit a claim by
January 15 could cause the court to forever bar claims against
NECC or other wrongdoers who may be liable for damages resulting
from the meningitis outbreak."

The 2012 outbreak of fungal meningitis infections was the worst
such outbreak in U.S. history.  The CDC ultimately recorded 64
deaths and 751 cases of fungal meningitis in 20 states, linked to
allegedly tainted injections manufactured and distributed by NECC.

Following the outbreak, hundreds of lawsuits were filed, alleging
that NECC and affiliated companies ignored the most basic safety
procedures in its facilities, resulting in the tainted injections.
The company filed for bankruptcy in December of 2012.

Copies of the proof of claim form, the PITWD addendum form, the
Bar Date Notice, and the Bar Date Order are available at
http://www.drcdrx.com/necpcc/ProofOfClaim

More information is available at
http://www.drcdrx.com/necpcc/index

                       About Hagens Berman

Seattle-based Hagens Berman Sobol Shapiro LLP --
http://www.hbsslaw.com-- represents consumers, whistleblowers,
investors, workers and others in complex and class-action
litigation.

              About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by:

         Jeffrey D. Sternklar, Esq.
         DUANE MORRIS LLP
         Suite 2400
         100 High Street
         Boston, MA 02110-1724
         Tel: 857-488-4216
         Fax: 857-401-3034
         E-mail: JDSternklar@duanemorris.com

An Official Committee of Unsecured Creditors appointed in the case
has been represented by:

         BROWN RUDNICK LLP
         William R. Baldiga, Esq.
         Rebecca L. Fordon, Esq.
         Jessica L. Conte, Esq.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 856-8200
         E-mail: wbaldiga@brownrudnick.com
                 rfordon@brownrudnick.com

              - and -

         David J. Molton, Esq.
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800
         E-mail: dmolton@brownrudnick.com


NEW ENGLAND COMPOUNDING: Cohen Reminds Victims of Claims Bar Date
-----------------------------------------------------------------
With one week to go until the 4:00 PM EST January 15, 2014 filing
deadline, Cohen, Placitella & Roth, P.C. is reminding victims of
the contaminated medications compounded and distributed by the now
defunct New England Compounding Company to file their Proof of
Claims and completed questionnaire forms (which is entitled "PITWD
Addendum") with claims agent Donlin Recano by the deadline date.
"The forms must actually be in hands of the claims administrator
before the deadline and not just postmarked by that date," says
CPR shareholder Harry M. Roth.  "With the recent $100 million
proposed settlements with NECC's insurance companies and corporate
insiders, timely filing claims is essential in order to
participate in the bankruptcy and share in these recoveries."
Proof of claims forms and the questionnaire are available at
http://www.drcdrx.com/necpcc/ProofOfClaim

CPR has been in the vanguard of attorneys representing victims of
the NECC fungal meningitis outbreak following the outbreak became
public.  The firm represents numerous victims of NECC compounded
medication, including the family of one of the earliest fatalities
linked to NECC's contaminated MPA steroid medication.  Members of
CPR currently serve as co-chairs of the NECC Bankruptcy's Official
Creditors Committee, which participated in negotiating the NECC
settlements.  The firm is serving on the negotiation teams that
are currently engaged in attempting to work out additional
settlements with other companies and clinics involved in what has
been described as the largest health care generated infection
disease epidemics in American history.  According to CDC
monitoring reports, there are 751 fungal infection victims spread
over 20 states with 64 deaths associated with the victims.  In
New Jersey, where the firm is highly active in the prosecution of
the case, CDC reports 51 confirmed cases of serious infection.
CPR's investigation has learned that are many more patients in
New Jersey than these 51 patients who were exposed to NECC's
contaminated steroid medications at several clinics or doctors'
offices.  "If you were exposed or believe you may have been
exposed to a contaminated NECC medication, the best thing to do is
to file a proof of claim by the deadline in order to preserve your
rights," according to Mr. Roth.

For more information, please contact:

     Harry M. Roth, Esq.
     Michael Coren, Esq.
     Telephone: (215) 567-3500
     E-mail: hroth@cprlaw.com
             mcoren@cprlaw.com

             About New England Compounding Pharmacy

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.

Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been
appointed as Chapter 11 Trustee of NECC.  He is represented by:

         Jeffrey D. Sternklar, Esq.
         DUANE MORRIS LLP
         Suite 2400
         100 High Street
         Boston, MA 02110-1724
         Tel: 857-488-4216
         Fax: 857-401-3034
         E-mail: JDSternklar@duanemorris.com

An Official Committee of Unsecured Creditors appointed in the case
has been represented by:

         BROWN RUDNICK LLP
         William R. Baldiga, Esq.
         Rebecca L. Fordon, Esq.
         Jessica L. Conte, Esq.
         One Financial Center
         Boston, MA 02111
         Tel: (617) 856-8200
         E-mail: wbaldiga@brownrudnick.com
                 rfordon@brownrudnick.com

              - and -

         David J. Molton, Esq.
         Seven Times Square
         New York, NY 10036
         Tel: (212) 209-4800
         E-mail: dmolton@brownrudnick.com


NEWLEAD HOLDINGS: Issues 2.9 Million Add'l Shares to Hanover
------------------------------------------------------------
NewLead Holdings Ltd., on Jan. 6, 2014, issued and delivered to
Hanover Holdings I, LLC, 2,900,000 additional settlement shares
pursuant to the terms of the Settlement Agreement approved by
the Supreme Court of the State of New York, County of New York, on
Dec. 2, 2013.  The Order approved, among other things, the
fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, in
accordance with a stipulation of settlement among NewLead Holdings
Ltd., Hanover Holdings I, LLC, and MG Partners Limited, in the
matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd.,
Case No. 160776/2013.

Hanover commenced the Action against the Company on Nov. 19, 2013,
to recover an aggregate of $44,822,523 of past-due indebtedness of
the Company, which Hanover had purchased from certain creditors of
the Company pursuant to the terms of separate purchase agreements
between Hanover and each of such creditors.  The Order provides
for the full and final settlement of the Claim and the Action.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 6, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 1,750,000 shares of the Company's common
stock, $0.01 par value.

The Settlement Agreement provides that the shares of Common Stock
issued to MGP under the Settlement Agreement will be subject to
adjustment.

Since the issuance of the Initial Settlement Shares, Hanover
demonstrated to the Company's satisfaction that it was entitled to
receive 2,900,000 additional settlement Shares based on the
adjustment formula, and that the issuance of those Additional
Settlement Shares to Hanover would not result in Hanover exceeding
the beneficial ownership limitation set forth above.

A complete copy of the Form 6-K filed with the U.S. Securities and
Exchange Commission is available for free at:

                        http://is.gd/6gcqCg

                     About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

Newlead Holdings incurred a net loss of $403.92 million on $8.92
million of operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $290.39 million on $12.22 million of
operating revenues for the year ended Dec. 31, 2011.  The Company
incurred a net loss of $86.34 million on $17.43 million of
operating revenues in 2010.

As of June 30, 2013, the Company had $84.27 million in total
assets, $166.18 million in total liabilities and a $81.91 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NEWLEAD HOLDINGS: Regains Compliance with $1-Bid-Price Rule
-----------------------------------------------------------
NewLead Holdings Ltd. received written notification from the
Listing Qualifications Staff of the NASDAQ Stock Market LLC
indicating that the NASDAQ Listing Qualifications Panel determined
the Company had regained compliance with the minimum bid price
requirement of $1.00 per share for continued listing on the NASDAQ
Global Select Market.

Under NASDAQ Listing Rule 5815 (d)(4)(a), the Panel will monitor
the Company for a six-month period, ending June 30, 2014, to see
if it experiences a closing bid price under $1.00 for a period of
30 consecutive trading days.

                      About NewLead Holdings

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

Newlead Holdings incurred a net loss of $403.92 million on $8.92
million of operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $290.39 million on $12.22 million of
operating revenues for the year ended Dec. 31, 2011.  The Company
incurred a net loss of $86.34 million on $17.43 million of
operating revenues in 2010.

As of June 30, 2013, the Company had $84.27 million in total
assets, $166.18 million in total liabilities and a $81.91 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NORD RESOURCES: Extends Red Kite Cathode Sales Pact Until March
---------------------------------------------------------------
Nord Resources Corporation has entered into an extension agreement
with respect to its replacement cathode sales agreement with Red
Kite Master Fund Limited that covered the period from Jan. 1,
2013, through Dec. 31, 2013, for 100 percent of the copper cathode
production from the Johnson Camp Mine.  The extension runs through
March 31, 2014, with renewable extensions by mutual agreement of
both parties.  Pursuant to the agreement, Red Kite will accept
delivery of the cathodes at the Johnson Camp Mine, and pricing
will be based on the COMEX price for high-grade copper on the date
of sale.  Red Kite is a large metals hedge fund and physical
trader.

The Corporation is planning to file the extension agreement as an
exhibit to its annual report on Form 10-K for the year ended
Dec. 31, 2013.

                        About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources disclosed a net loss of $10.25 million on $8.14
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.31 million on $14.48 million of net sales
in 2011.  The Company's balance sheet at Sept. 30, 2013, showed
$49.02 million in total assets, $73.40 million in total
liabilities and a $24.38 million total stockholders' deficit.

"The results for 2012 continued to reflect the effects of the
measures that Nord implemented beginning in July 2010 to reduce
our costs, maximize cash flow, and improve operating
efficiencies," said Wayne Morrison, chief executive and chief
financial officer.

Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively.  In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively.  The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.

                        Bankruptcy Warning

"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements.  Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation," according to the Company's annual report for the
year ended Dec. 31, 2012.


NORTEL NETWORKS: Committees Terminate Kurtzman Employment
---------------------------------------------------------
Judge Kevin Gross granted the motion filed by the Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Plan Participants in the Chapter 11 cases of
Nortel Networks Inc., to terminate the employment of Kurtzman
Carson Consultants LLC as the Committees' communications agent.

The Court directed KCC to deactivate the web sites that it
maintains for each of the Committee.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


NORTHERN TOOL: Moody's Withdraws All Ratings
--------------------------------------------
Moody's Investors Service withdrew all ratings on Northern Tool &
Equipment Company, Inc.

The following ratings were withdrawn:

-- Corporate Family Rating at Ba3;

-- Probability-of-Default Rating at Ba3-PD;

-- Senior Secured Term Loan due 2019 at Ba3 (LGD 4, 61%).

Ratings Rationale

Moody's withdrew the credit ratings because the company's rated
debt has been fully repaid and is no longer outstanding.


OCZ TECHNOLOGY: Taps Wilson Sonsini as Special Litigation Counsel
-----------------------------------------------------------------
OCZ Technology Group, Inc. and its debtor-affiliates seek
authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware to employ Wilson Sonsini
Goodrich & Rosati as special litigation counsel, nunc pro tunc to
Dec. 2, 2013 petition date.

OCZ Technology seeks authority to employ Wilson Sonsini to
continue representing it in certain securities related issues.
The pending matters consist of the following:

     - In re OCZ Technology Group, Inc. Securities Litigation, No.
       3:12-cv-05265-RS, U.S. District Court for the Northern
       District of California (the "Securities Litigation"); and

     - SEC Investigation.

Wilson Sonsini will render necessary services relating to various
litigation and regulatory matters during the pendency of these
chapter 11 cases.  Specifically, to render necessary services
relating to the pending matters.

Wilson Sonsini will be paid at these hourly rates:

       Members                $810-$1,000
       Counsel                $650
       Associates             $420-$630
       Para-professionals     $230-$290

Wilson Sonsini will also be reimbursed for reasonable out-of-
pocket expenses incurred.

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

The Court for the District of Delaware will hold a hearing on the
hiring on Jan. 8, 2014, at 10:00 a.m.  Objections were due Dec.
30, 2013.

Wilson Sonsini can be reached at:

       Caz Hashemi
       WILSON SONSINI GOODRICH & ROSATI
       PROFESSIONAL CORPORATION
       650 Page Mill Road
       Palo Alto, CA 94304
       Tel: (650) 320-4827
       Fax: (650) 493-6811
       E-mail: chashemi@wsgr.com

                            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.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.


OCZ TECHNOLOGY: Gets Final Court OK on $12MM DIP Loan From Toshiba
------------------------------------------------------------------
OCZ Technology Group, Inc., et al., obtained a final order from
the Bankruptcy Court authorizing them to borrow up to $21 million
in secured postpetition financing from Toshiba Corporation.

As security for the full payment of the Loans, Toshiba or the DIP
Lender is granted valid and binding liens on all the Debtors'
properties and assets.  The DIP Lender is also granted, for all
Postpetition Obligations, an allowed superpriority administrative
expense claim pursuant to Sec. 34(c)(1) of the Bankruptcy Code.

As reported in the Dec. 10, 2013 edition of The Troubled Company
Reporter, the Debtors' postpetition obligations with respect to
the DIP Loan will bear interest at the rate of 9% per annum.  On
and after the termination date, the applicable interest rate will
automatically increase to 11%.  Moreover, the DIP lender will be
entitled to a fee of 2% of the maximum amount and supplemental
amount under the DIP facility.

The Prepetition Lender, on the other hand, is granted adequate
protection senior liens and adequate protection senior claim by
the Debtors -- which will secure the payment of Prepetition Senior
Obligations in an amount equal to any diminution in value of the
Prepetition Senior Lender's interest in the Prepetition Senior
Collateral from and after the Petition Date.

The Court also gave the Debtors final authority to use cash
collateral securing their prepetition indebtedness.

                    Unsecured Creditors Reacted

Before the Court entered its final ruling on the DIP Loan Motion,
the Official Committee of Unsecured Creditors filed a formal
objection to the financing request.

While generally supportive of the Postpetition Facility, the
Committee sought that the Court deny aspects of the proposed final
DIP order that: (i) inappropriately deprive the Committee of the
opportunity to preserve and pursue value that should be available
for general unsecured creditors; (ii) unreasonably limit the
Committee's ability to perform its statutory duties, including the
investigation of the secured lenders' liens and claims; and (iii)
fail to provide the estates with sufficient post-sale wind-down
funding.

                            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.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.


OCZ TECHNOLOGY: Seeks Schedules Deadline Extension to Feb. 3
------------------------------------------------------------
OCZ Technology Group, Inc., et al., ask the Bankruptcy Court to
extend the time by which they must file their schedules of assets
and liabilities and statements of financial affairs through
Feb. 3, 2014.

The Debtors anticipate not being able to complete their Schedules
within 30 days of the Petition Date due to the complexity and
diversity of their operations and the burdens occasioned by
preparing for their Chapter 11 cases.

The Debtors maintain that the requested extension will enhance the
accuracy of their Schedules and avoid the necessity of substantial
subsequent amendments.

Elizabeth S. Justison, Esq., of Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, filed the request on behalf of the
Debtors.

                            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.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.


OCZ TECHNOLOGY: Creditors' Panel Hires Kelley Drye as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of OCZ Technology
Group, Inc. and its debtor-affiliates seeks authorization from
Hon. Peter J. Walsh U.S. Bankruptcy Court for the District of
Delaware to retain Kelley Drye & Warren LLP as counsel, nunc pro
tunc to Dec. 13, 2013.

Kelley Drye will render, among other services, the following legal
services to the Committee:

   (a) advise the Committee with respect to its rights, duties,
       and powers in these Chapter 11 cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors in connection with the administration of these
       Chapter 11 cases;

   (c) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtors, operation of the Debtors' businesses adn the
       desirability of the continuing or selling such businesses
       and assets under Bankruptcy Code section 363, the
       formulation of a Chapter 11 plan, and other matters
       relevant to these Chapter 11 cases;

   (d) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity interests,
       including analysis of possible objections to the nature,
       extent, validity, priority, amount, subordination, or
       avoidance of claims and transfers of property in
       consideration of such claims;

   (e) assist the Committee with any effort to request the
       appointment of a trustee or examiner;

   (f) advise and represent the Committee in connection with
       matters generally arising in these cases, including the
       obtaining of credit, the sale of assets, and the rejection
       or assumption of executory contracts and unexpired leases;

   (g) appear before this Court, any other federal, state, or
       appellate court;

   (h) prepare, on behalf of the Committee, any pleadings,
       including without limitation, motions, memoranda,
       complaints, objections, and responses to any of the
       foregoing; and

   (i) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code, Bankruptcy Rules, or other
       applicable law.

The customary hourly rates of Kelley Drye, subject to possible
adjustment annually, in January to reflect economic and other
conditions, are:

                            2013 Rates      2014 Rates
                            ----------      ----------
       Partners             $470-$990       $470-$995
       Counsel              $415-$745       $440-$670
       Associates           $320-$625       $330-$645
       Paraprofessionals    $190-$335       $170-$345

Kelley Drye will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Kelley Drye professionals working on the case are Eric R. Wilson,
Esq., Jason R. Adams, Esq., and Gilbert R. Saydah Jr., Esq.

Eric R. Wilson, member of Kelley Drye, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
hiring on Jan. 16, 2014, at 2:30 p.m.  Objections, if any, are due
Jan. 13, 2014, at 4:00 p.m.

Kelley Drye can be reached at:

       Eric R. Wilson, Esq.
       KELLEY DRYE & WARREN LLP
       101 Park Avenue
       New York, NY 10178
       Tel: (212) 808-5087
       Fax: (212) 808-7897
       E-mail: ewilson@kelleydrye.com

                            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.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.


OLIVE BRANCH PLAZA: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Olive Branch Plaza Corp.
        97 High Street
        Armonk, NY 10504

Case No.: 14-22015

Chapter 11 Petition Date: January 7, 2014

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  LAW OFFICES OF GABRIEL DEL VIRGINIA
                  880 Third Avenue, 13th Floor
                  New York, NY 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460
                  Email: gabriel.delvirginia@verizon.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Poniros, president, sole
shareholder.

The Debtor listed NYS Dept of Tax & Finance as its largest
unsecured creditor holding an undetermined claim for income tax.


OMEGA HEALTHCARE: Fitch Rates Subordinated Debt at 'BB+'
--------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB-' to the $200
million senior unsecured delayed draw term loan due 2016 issued by
Omega Healthcare Investors, Inc.

While OHI has not yet drawn on the facility, Fitch expects
proceeds will be used, in part, to repay amounts outstanding on
the revolving credit facility stemming from the closing of the
$525 million sale/leaseback transaction in November 2013.  Future
borrowings may also be used for general corporate purposes
including the repayment of existing indebtedness, asset
acquisitions, acquiring or improving facilities, capital
expenditures or other corporate purposes.

Fitch currently rates OHI as follows:

  -- IDR 'BBB-';
  -- Unsecured revolving credit facility 'BBB-';
  -- Senior unsecured notes 'BBB-';
  -- Senior unsecured term loans 'BBB-';
  -- Subordinated debt 'BB+'.

The Rating Outlook is Stable.

The ratings reflect the strength of the company's metrics (low
leverage, high fixed-charge coverage, stable cash flows and
exceptional liquidity due to no near-term maturities), which
offset the largest credit concern -- the focus on skilled nursing
and assisted living facilities.  The high percentage of government
reimbursement and the corresponding regulatory risk to operators
of these facilities may place pressure on operator earnings.
Additionally, Fitch notes the company's small size ($3 billion in
assets), moderate geographic concentration (Florida and Ohio
collectively comprise 29% of 2013 rental income) and exposure to
smaller, unrated operators.

STRONG CREDIT METRICS

Fixed-charge coverage is strong for the 'BBB-' rating.  For the
trailing 12 months (TTM) ended Sept. 30, 2013 pro-forma for the
sale/leaseback, term loan agreement and underwritten equity
issuance (pro forma), OHI's fixed-charge coverage ratio was 3.6x,
compared with 3.0x for the years 2012 and 2011, respectively.
Contractual rental escalators drive Fitch's expectation of fixed-
charge coverage remaining above 3.5x through the end of 2015.
Fitch defines fixed-charge coverage as recurring operating EBITDA
less straight-line rents divided by total interest incurred.

Leverage is also strong for the 'BBB-' rating and continues to
decline.  Leverage was 4.7x at Sept. 30, 2013 pro-forma, as
compared with 5.6x and 5.7x as of Dec. 31, 2012 and 2011,
respectively.  Fitch forecasts that leverage will migrate to the
low-to-mid 4.0x range through 2015 as the company acquires
additional facilities funded evenly through debt and equity and
contractual rental escalators increase same-store EBITDA.  Fitch
calculates leverage as net debt-to-recurring operating EBITDA.

STRONG LIQUIDITY THROUGH 2015 DUE TO DEBT MATURITY SCHEDULE

OHI's near-term liquidity is exceptionally strong with no debt
maturities until 2016.  Thereafter, OHI's debt maturities are
concentrated with approximately 27% maturing in 2016 and 2017,
combined pro forma.  The 2016 and 2017 maturities are the balances
on the revolving credit facility and term loans thus providing OHI
the ability to prepay ahead of the stated maturities with amounts
raised via future debt and equity offerings.  Fitch assumes OHI
will seek to lengthen duration and reduce the concentration of its
debt maturities by issuing longer dated senior unsecured
obligations later in 2014.

Offsetting the credit positives is OHI's focus on skilled-nursing
facilities (SNF) and assisted-living facilities, which are highly
reliant upon federal and state reimbursement. Approximately 92% of
OHI's operator revenues are derived from public sources as of June
30, 2013.  Operators have experienced greater financial volatility
and stress when rates and reimbursement formulas have changed.
Healthcare legislation, together with budgetary concerns at both
the federal and state levels will likely continue to pressure
operator margins and operators' capacity to honor lease
obligations.

As expected by Fitch, OHI's operators' coverage has weakened due
to the Centers for Medicare & Medicaid Services 2011 reimbursement
rate adjustment but remains solid (though not robust) at 1.9x and
1.5x, respectively, for EBITDARM and EBITDAR for the trailing
twelve months ended June 30, 2013.  These levels compare to 2.2x
and 1.8x, respectively for the year ended Dec. 31, 2011.  Master
leases with cross-collateralization and EBITDAR coverage covenants
improve OHI's security; however, OHI remains at risk for potential
tenant defaults and/or requests for rental relief concessions
stemming from changes to reimbursement rates.

OHI's operators have been offsetting revenue declines through non-
rent operating expense cost savings.  Coverage metrics have
declined moderately but Fitch expects they will stabilize near
current levels.

Contingent liquidity as measured by unencumbered assets-to-
unsecured debt is adequate, ranging between 1.7x and 2.1x at
capitalization rates of 10% to 12%.  This ratio will likely remain
flat as the company acquires properties on a leverage-neutral
basis.

Omega's dividend distribution policies allow it to retain some
cash flow from operations for corporate uses.  OHI's adjusted
funds from operations payout ratios (AFFO) were 75.1% and 69.9%
for the quarter and TTM-ended Sept. 30, 2013 as compared to 80.3%
for 2012.

SUBORDINATED DEBT NOTCHING

The one-notch differential between Omega's IDR and the
subordinated debt assumed as part of the CapitalSource transaction
considers the relative subordination within OHI's capital
structure.

The Stable Outlook reflects Fitch's expectation that metrics will
improve but remain appropriate for the current rating and that any
reimbursement pressures at the operator level will have a minimal
impact on OHI cash flows given lease length, covenants and
coverage.

Although Fitch does not expect positive ratings momentum in the
near-to-medium term, the following factors could result in
positive momentum in the ratings and/or Outlook:

  -- Increased scale;
  -- Fitch's expectation of net debt-to-recurring operating EBITDA
     sustaining below 4.0x (leverage was 4.7x as of Sept. 30, 2013
     pro-forma);

  -- Fitch's expectation of fixed-charge coverage sustaining above
     3.5x (coverage was 3.6x for the 12 months ended Sept. 30,
     2013 pro-forma).

The following factors may have a negative impact on OHI's ratings
and Outlook:

  -- Further pressure on operators through reimbursement cuts;
  -- Fitch's expectation of leverage sustaining above 5.5x;
  -- Fitch's expectation of fixed-charge coverage sustaining below
     2.5x.


ORCKIT COMMUNICATIONS: Terminates Negotiations with ECI
-------------------------------------------------------
Orckit Communications disclosed in a current report filed with the
U.S. Securities and Exchange Commission on Jan. 6, 2014, that it
terminated its negotiations with ECI Telecom Ltd. in connection
with a proposed transaction pursuant to which Orckit would grant
an exclusive license to ECI to develop, manufacture and sell
products comprising Orckit's Packet Transport technology.

"Prior to the execution of a binding definitive agreement, it has
become clear that a condition to the transaction, pursuant to
which certain present and former employees of the Company would be
transferred to ECI cannot be satisfied," the Company said in the
filing.  "Accordingly, there is a significant doubt as to ECI's
willingness to effect the transaction based on the proposed
terms," it adds.

In light of the above and in light of the protracted period of
negotiations between the parties until now, and the time that
would be required to continue said negotiations, and considering
the impact of the negotiation process on the Company's
relationships with its customers and employees and the complicated
business situation in which the Company has been for some time,
the Company has decided to cancel the negotiations with ECI.

                           About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

Orckit disclosed a net loss of $6.46 million on $11.19 million of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $17.38 million on $15.58 million of revenues for the year
ended Dec. 31, 2011.  The Company's balance sheet at Sept. 30,
2013, showed $12.44 million in total assets, $24.03 million in
total liabilities and a $11.59 million total capital deficiency.

Kesselman & Kesselman, 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
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


OTTER PRODUCTS: Special Dividend No Impact on Moody's 'B1' CFR
--------------------------------------------------------------
Moody's Investors Service said that the ratings of Otter Products
are unaffected by the announced $60 million special dividend.

As reported by the Troubled Company Reporter on May 10, 2013,
Moody's assigned first-time ratings to Otter Products, LLC
including a B1 corporate family rating and a B1-PD probability of
default rating. Moody's rated the proposed $400 million senior
secured term loan facility at B1. Proceeds from the term loan
offering will be used to fund the $325 million acquisition of
TreeFrog Developments, Inc. d/b/a LifeProof (LifeProof) and for
general corporate purposes. The rating outlook is stable.

The following ratings were assigned:

  CFR at B1;

  PDR at B1-PD; and

  $400 million senior secured term loan due 2019 at B1 (LGD4, 52%)


OXYSURE SYSTEMS: Closes $750,000 Units Offering
-----------------------------------------------
OxySure Systems, Inc., has closed a $750,000 private placement
with accredited institutional investors.

The Company entered into a definitive purchase agreement with the
investors pursuant to which the Company has sold 750 units of
preferred stock and warrants at a price of $1,000 per unit.  Each
unit consists of one share of Series B convertible preferred stock
and a warrant to purchase approximately 909 shares of common
stock, at an exercise price of $1.20 per share.  The warrants are
exercisable immediately upon issuance and will expire on the
fourth anniversary of the date the warrants became exercisable.
The Series B preferred stock accrues an annual dividend of 6
percent beginning six months after closing.  In total, the Series
B preferred is convertible into approximately 1,363,636 shares of
common stock, and the warrants are exercisable for approximately
681,818 shares of common stock for additional total gross proceeds
to the Company of approximately $818,182 if exercised.  The net
proceeds to the Company from the offering, after deducting due
diligence fees and other offering expenses payable by the Company,
was approximately $677,000, to be used primarily for general
corporate purposes.

OxySure Chairman and CEO Julian T. Ross stated: "We believe that
this financing from fundamental institutional investors gets us to
our next significant milestone and we are looking forward to
proceeding with executing our business plan, which is now
supported by a stronger balance sheet.  We believe this investment
led by an experienced and respected institutional health care
investor is a significant endorsement of our product value
proposition and growth trajectory."

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

The Company's balance sheet at Sept. 30, 2013, showed $1.20
million in total assets, $1.51 million in total liabilities and a
$310,451 total stockholders' deficit.

                           Going Concern

"Our financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a
going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
While we have turned a profit during the three months ended
September 30, 2013, historically we have been suffering from
recurring loss from operations.  We have an accumulated deficit of
$14,703,693 and $14,258,667 at September 30, 2013 and December 31,
2012, respectively, and stockholders' deficits of $310,451 and
$652,125 as of September 30, 2013 and December 31, 2012,
respectively.  We require substantial additional funds to
manufacture and commercialize our products.  Our management is
actively seeking additional sources of equity and/or debt
financing; however, there is no assurance that any additional
funding will be available," the Company said its quarterly report
for the period ended Sept. 30, 2013.

"In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the accompanying
September 30, 2013 balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financing requirements on a
continuing basis, to maintain present financing, and to generate
cash from future operations.  These factors, among others, raise
substantial doubt about our ability to continue as a going
concern," the Company added.


PARKER DRILLING: Moody's Rates Proposed $360MM Senior Notes 'B1'
----------------------------------------------------------------
Moody's assigned a B1 rating to Parker Drilling Company's proposed
$360 million senior notes due 2022. The B1 Corporate Family Rating
(CFR) and the positive outlook remain unchanged. Parker plans to
use the proceeds from the offering, along with cash on the balance
sheet, to repay substantially all of its 9.125% senior notes due
2018.

"Moody's views the proposed cash tender offer and consent
solicitation for Parker's 9.125% senior notes due 2018 a
refinancing of more expensive debt," said Michael Somogyi, Moody's
Vice President -- Senior Analyst. "Parker's B1 CFR reflects its
small scale and exposure to the cyclical contract drilling market,
tempered by improving prospects for meaningful revenue growth and
free cash flow generation as it accelerates efforts to expand its
Rental Tools business and international diversification."

Issuer: Parker Drilling Company

Rating Assignments:

   US$360 million Senior Unsecured Regular Bond/Debenture (Notes),
   assigned B1

   US$360 million Senior Unsecured Regular Bond/Debenture (Notes),
   assigned a range of LGD4 (57%)

Ratings Rationale

The proposed notes are rated B1 (LGD4-57%), in line with the CFR.
While the notes are contractually subordinated to the company's
secured bank credit facility, they benefit from guarantees from
all of Parker's domestic operating subsidiaries, including its
Alaska rigs. However, the notes are not guaranteed by Parker's
subsidiaries generating revenue primarily outside of the US, and
as such, the notes will be effectively subordinated to the
liabilities of those subsidiaries. The non-guarantor subsidiaries
house Parker's international rigs and currently have no debt
obligations.

Parker's B1 CFR reflects the company's small scale and exposure to
the cyclical contract drilling market. US land drilling and the
demand for rental tools have faced a challenging market
environment over the past several quarters as price discounting
and declining utilization rates are evidence of slowing demand and
excess equipment. As a relatively small player in the drilling rig
business, Parker has historically carved out a niche position as a
provider of specialized drilling rigs along with a willingness to
work on complex wells or in remote and harsh locations worldwide.
Parker's drilling rigs are used under relatively short term
customer commitments that generate little backlog, which causes
variability in rig utilization rates and day rates for the
company. In addition, as a result of operating in developing and
undeveloped countries, Parker is exposed to political risk.

The CFR is positively influenced by the strong financial
performance of Parker's rental tools business and improving
prospects for its international drilling segment. With a
reputation as a reliable source for high-quality drilling-related
services and rental tools, Parker has been able to generate
significant levels of cash flow in this business segment. Through
the nine months ended September 30, 2013, Parker's rental tools
business accounted for approximately 60% of the company's gross
margin. With the close of the ITS acquisition, Parker has
accelerated efforts to expand its rental tools business and
international diversification, with 21 operating facilities
located in the Middle East, Latin America, UK and Europe and the
Asia-Pacific region.

The repositioning and improved utilization rates across its
international rig fleet are also expected to contribute to EBITDA
growth. Parker is looking to further improve segment margins by
redeploying rigs into markets where they can build scale and take
advantage of stronger market activity, while monetizing rigs that
may be too costly to mobilize to other locations.

The positive outlook reflects Moody's expectation that EBITDA will
continue to increase in 2014 and will manage its leverage down to
around 2.0x. Moody's could consider an upgrade of the CFR and
notes if Parker can reduce and maintain leverage to around 2.0x
and increase EBITDA to at least $300 million. A negative rating
action could result from materially increased leverage, tightening
liquidity, or weakening results in the rental tools business.
Sustained Debt to EBITDA in excess of 3.5x would signal a change
in financial policies that could lead to a downgrade of the CFR.
In addition, should the amount of senior secured debt increase to
be a greater portion of the company's capital structure, it could
lead to a downgrade of the senior notes.

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

Parker Drilling Company is headquartered in Houston, Texas.


PARKER DRILLING: S&P Assigns 'B+' Rating to Proposed $360MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating (the same as the corporate credit rating on the company) to
Parker Drilling Co.'s proposed $360 million senior unsecured notes
due 2022.  In addition, S&P assigned a recovery rating of '3' to
this debt, indicating its expectation of meaningful (50%-70%)
recovery in the event of a payment default.  It should be noted,
however, that recovery is on the low end of the '3' recovery
scale.  Parker Drilling will use proceeds from the proposed notes
to repurchase or redeem substantially all of its outstanding
9.125% senior notes due 2018.

The corporate credit rating on Parker Drilling is 'B+', and the
outlook is stable.  The ratings on Parker incorporate S&P's
assessment of a "weak" business profile, an "aggressive" financial
policy, and "adequate" liquidity.  The ratings also reflect the
company's participation in a highly competitive, cyclical
industry; its large capital spending program; its operations in
international markets and areas that can expose it to geopolitical
risks, and currently soft industry conditions, given weaker gas
prices.  The ratings also account for the company's business and
geographic diversity, its decent cash flows, and satisfactory
credit measures.

Ratings List

Parker Drilling Co.
Corporate Credit Rating                         B+/Stable/--

New Rating

Parker Drilling Co.
$360 mil sr unsecd nts due 2022                 B+
  Recovery Rating                                3


PEAK 10 HOLDING: S&P Affirms 'B' CCR & Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Peak 10 Holding Corp. and revised the
outlook to stable from negative.

"The outlook revision to stable reflects Peak 10's continued
strong EBITDA growth of 14% for the nine months ended Sept. 30,
2013," said Standard & Poor's credit analyst Michael Weinstein.

As a result of this performance, S&P believes the company's
adjusted leverage will decrease to the high-6x area based on full-
year 2013 results, a level consistent with the 'B' rating'.  S&P's
adjusted leverage calculation incorporates its revised operating
lease adjustment, which adds about $5 million more to adjusted
EBITDA in the form of imputed depreciation expense than under
S&P's previous criteria.  The outlook revision also reflects the
company's "fair" business risk profile, which is primarily driven
by a reassessment of the importance of the volatility of earnings
in Peak 10's business risk profile.  S&P believes that customer
churn and pricing for retail data center services will continue to
remain relatively stable over the next couple of years, driving
low volatility of the company's EBITDA margin.  S&P's assessment
of the company's business risk takes into account its small scale
with limited business diversity, and exposure to economically
sensitive small and midsize business (SMB) customers.  In S&P's
view, these risks somewhat offset the company's multiyear
contracts, its focus on less competitive second- and third-tier
metropolitan markets with favorable supply-demand dynamics, and a
modest utilization rate that will allow for high-margin
incremental growth.

The stable outlook reflects S&P's belief that the company will
maintain leverage below 7x, despite generating flat to negative
FOCF in 2014 as it continues to invest in additional data center
capacity.  Strong demand for data center colocation space should
result in continued double-digit revenue growth and improvements
in overall profitability, resulting in leverage reduction from
EBITDA growth over the next few years barring a leveraging event
such as an acquisition, major greenfield expansion, or sponsor
distribution.

S&P could consider lowering the rating if business conditions
deteriorate resulting in higher churn and pricing pressure
resulting in debt to EBITDA at 7.5x or higher.  Alternatively, if
the company issues additional debt for an acquisition, investment
or sponsor distribution which does not have as favorable profit
characteristics as its core business, S&P could lower the rating
if it believes leverage will be sustained above 7.5x for an
extended period.

Although highly unlikely over the next year, S&P would consider an
upgrade if the company increased cash generation and reduced
leverage considerably, with FOCF to debt exceeding 5% and debt to
EBITDA declining below 5x.  Given the company's private equity
ownership, an upgrade would also be contingent upon management
demonstrating a financial policy that is consistent with such
improved credit metrics on a sustained basis.


PITMAN-HARTENSTEIN: Claims Bar Date Set for April 4
---------------------------------------------------
A petition was filed on Dec. 5, 2013, commencing an Assignment for
the Benefit of Creditors proceeding, pursuant to Chapter 727,
Florida Statutes, made by:

     Pitman-Hartenstein & Associates, Inc., Engineers
     4417 Beach Blvd., Suite 103
     Jacksonville, FL 32207

to   Mark Healy
     Michael Moecker & Associates, Inc.
     3613 North 29th Avenue
     Hollywood, FL 33020

Pursuant to Florida Statutes 727.105, no proceeding may be
commenced against Mark Healy as Assignee except as provided in
Chapter 727 and except in the case of a secured creditor enforcing
its rights and collateral under Chapter 679, there shall be no
levy, execution, attachment, or the like in the respect of any
judgment against assets of the estate, other than real property,
in the possession, custody, or control of the Assignee.

To receive any dividend in the proceeding, parties-in-interest
must file a proof of claim with Michael Moecker & Associates on or
before April 4, 2014.

The proceeding is captioned In Re: PITMAN-HARTENSTEIN &
ASSOCIATES, INC., ENGINEERS, Assignor, To: Mark Healy of Michael
Moecker & Associates, Inc., Assignee, CASE NO.: 16-2013-CA-010614,
pending in the Circuit Court for the Fourth Judicial Circuit in
and for Duval County, Florida, Division: CV-F.


PRESSURE BIOSCIENCES: Settles with Redwood for $300,000
-------------------------------------------------------
Pressure BioSciences, Inc., entered into a Settlement Agreement
and Release with Redwood Management LLC, which memorializes the
parties' settlement of certain disputes that had arisen under a
Securities Purchase Agreement dated June 7, 2013, pursuant to
which the Company agreed to issue and Redwood agreed to purchase,
an aggregate amount of $500,000 in convertible debentures.

As previously disclosed in the Company's current report on Form
8-K filed with the U.S. Securities and Exchange Commission on
June 13, 2013, the Company issued Redwood a Convertible Debenture
in the original principal amount of $250,000.  An additional
$100,000 was to be disbursed to the Company on or before the 30th
day immediately following June 7, 2013, and $150,000 on or before
the 60th day immediately following June 7, 2013.  Notwithstanding
the Original Debenture, the Company did not issue Redwood the
additional convertible debentures because it did not receive any
additional funds pursuant to the payment schedule under the
Purchase Agreement.

As a result of Redwood's failure to provide the remaining amounts
owed under the Purchase Agreement, the Company determined that it
was in the best interests of its shareholders to enter into the
Settlement Agreement.

Pursuant to the Settlement Agreement, the Company agreed to pay
Redwood the amount of $300,000 in full satisfaction of the
Original Debenture.  Additionally, the Settlement Agreement
extinguished any of the Company's further obligations or
liabilities connected to or arising from the Financing.  Following
this payment, Redwood agreed that the Original Debenture had been
paid in full and waived any and all rights, remedies, or ability
to collect additional payments from any potential or actual
defaults under the Financing.  The parties also released each
other from any and all other claims, whether known or unknown,
with respect to the Purchase Agreement.  Redwood did not and will
not receive any shares of the Company's common stock in connection
with the Financing.

A copy of the Settlement Agreement and Release is available for
free at http://is.gd/cvi6r1

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences disclosed a net loss applicable to common
shareholders of $4.40 million on $1.23 million of total revenue
for the year ended Dec. 31, 2012, as compared with a net loss
applicable to common shareholders of $5.10 million on $987,729 of
total revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $1.29
million in total assets, $2.96 million in total liabilities and a
$1.67 million total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


REFLECT SCIENTIFIC: Board Issues 7.5-Mil. Restricted Shares
-----------------------------------------------------------
The Board of Directors of Reflect Scientific, Inc., voted to issue
to Mr. Kim Boyce, the Company CEO and director, 3,975,000 shares
of the Company's restricted common stock.

The stock was issued in recognition of the leadership which Mr.
Boyce has exhibited, as well as recognition of the fact that Mr.
Boyce did not receive a bonus in 2011, 2012 or 2013 and accepted a
salary reduction in 2011 to enable the Company to conserve cash.

The Board also voted to issue Smith Corporate Services, Inc., a
Utah corporation, 3,530,000 shares of the Company's restricted
common stock for consulting services to be provided during 2014.

The Company issued these shares to SCS and Mr. Boyce in reliance
on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D
promulgated thereunder, on the basis that SCS and Mr. Boyce are
"accredited investors" as defined in Rule 501(a) of Regulation D.

                     About Reflect Scientific

Orem, Utah-based Reflect Scientific, Inc., is engaged in the
manufacture and distribution of innovative products targeted at
the life science market.  Customers include hospitals and
diagnostic laboratories, pharmaceutical and biotech companies,
universities, government and private sector research facilities,
and chemical and industrial companies.

Reflect Scientific disclosed net income of $200,917 on $1.32
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $1.18 million on $1.98 million of revenue in
2011.  The Company's balance sheet at Sept. 30, 2013, showed $1.12
million in total assets, $1.33 million in total liabilities and a
$208,145 total shareholders' deficit.

Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has experienced recurring losses from operations
and negative working capital.  The Company is in default on its
debentures.  These factors raise substantial doubt about its
ability to continue as a going concern.


REGENCY ENERGY: Fitch Removes 'BB' IDR From Watch Negative
----------------------------------------------------------
Fitch Ratings has removed the ratings for Regency Energy Partners,
LP (RGP; IDR: 'BB') from Negative Watch.  In addition, Fitch has
affirmed Regency's ratings with a Stable Outlook.

Approximately $3.0 billion in debt is impacted by the rating
action.

The action removes the Rating Watch Negative Fitch placed on RGP
following the announcement of RGP's intent to acquire PVR
Partners, LP (PVR) in an unit-for-unit transaction valued at $5.6
billion (including the assumption of $1.8 billion in PVR debt).
On Dec. 23, 2013 RGP announced two more acquisitions for
approximately $1.6 billion [$1.3 billion for Eagle Rock Midstream
(EROC) assets; $290 million for Hoover Energy Partners, LP
(Hoover)].  RGP will be acquiring EROC's midstream business
(primarily gathering systems and acreage dedications) in eastern
Texas and the Texas panhandle.

The prior Ratings Watch reflected concerns about increased
leverage and uncertainty around PVR's business risk.  Fitch now
believes RGP's business risk will not change materially and
leverage and coverage metrics should remain within levels that are
consistent with RGP's current 'BB' IDR rating.  Fitch expects
RGP's leverage to be high for 2014 (above 5.0x) as it completes
these mergers, but improving back to between 4.5x to 5.0x in 2015
and further improving as earnings and cash flow from acquisitions
and growth projects start to be fully realized on an annual basis.

Fitch believes that the acquisitions will not negatively impact
credit quality or RGP's business risk.  Fitch notes that the
mergers will provide significant strategic benefits for RGP,
including increased size, scale and business line diversity,
favorable growth opportunities, and entry into the prolific
Marcellus/Utica shales.  The assets being acquired are
complementary to RGP's existing businesses from a geographic
perspective and should provide significant organic growth
opportunities and easily achievable cost saving synergies

INCREASED SIZE/SCALE: The transactions significantly increase
RGP's size and scale, which are critical components toward
successfully operating MLPs, providing more diversified cash flows
along with opportunities for growth.  This increased size and
scale should provide competitive advantages, operational and cost
synergies, and help bolster RGP's capital market access.
Additionally, the transactions provide strategic benefits from a
geographic perspective providing a significant foothold in the
growing Marcellus region, as well as, complementary Midcontinent,
East Texas, and Permian Basin operations.

SIGNIFICANT GROSS MARGIN STABILITY: Pro-forma for the
acquisitions, RGP will have over 72% of its gross margin supported
by fee based contracts which are insulated from changes in
commodity prices.  PVR and Hoover are largely fee-based, and while
EROC's gross margin is only roughly 40% fixed fee, RGP is
committed to maintaining its current hedging practices.  Roughly
28% of RGP's gross margin is exposed to commodity price changes,
particularly changes in natural gas and natural gas liquids prices
(NGLs).  RGP hedges the majority of its current year open
exposure, but is expected to have roughly 10% of gross margin
fully exposed to commodity sensitivity. Should current hedging
practices change materially to increase exposed gross margin Fitch
would likely take negative ratings action.

INCREASED LEVERAGE: Based on Fitch calculations RGP's
Debt/Adjusted EBITDA is expected to be above 5.0x for 2014, but
return to the 4.5x - 5.0x range in 2015 and fall below 4.5x for
2016 and beyond. Acquisitions are being done with a significant
equity component, but the PVR transaction in particular is
slightly leveraging due to high leverage at PVR.  Fitch expects
distribution coverage between 1.0x to 1.25x for 2014 and 2015.
Fitch prefers to see distribution coverage in excess 1.0x, as the
cash retention can provide a financial cushion in a downturn, and
help fund growth spending and or debt reduction.  Fitch typically
adjusts EBITDA to exclude nonrecurring extraordinary items, and
noncash mark-to-market earnings.  Adjusted EBITDA excludes equity
in earnings and includes dividends from unconsolidated affiliates.
Fitch does not adjust EBITDA for material projects currently under
construction.

GENERAL PARTNER RELATIONSHIP: While Fitch's ratings largely
reflect RGP's credit profile on a stand-alone basis, they also
consider the company's relationship with Energy Transfer Equity,
L.P. (ETE; IDR rated 'BB' by Fitch), the owner of its general
partner interest. ETE's general partner interest gives it
significant control over the MLP's operations, including most
major strategic decisions such as investment plans.  The
relationship has also provided investment opportunities that might
otherwise be unavailable to RGP.  ETE will purchase roughly $400
million in equity from RGP in support of the EROC transaction.

JV/STRUCTURAL SUBORDINATION: RGP is the owner of several joint
venture (JV) interests some of which have external debt.  RGP is
structurally subordinate to the cash operating and debt service
needs of these JVs and reliant on JV distributions to fund its
capital spending and its own distributions.

ADEQUATE LIQUIDITY: RGP currently has roughly $1.0 billion in
availability under its $1.15 billion revolving credit facility.
The revolving credit facility contains financial covenants
requiring RGP and its subsidiaries to maintain a debt to
consolidated EBITDA ratio(as defined in the credit agreement --
including JV and material projects pro forma EBITDA) of less than
5.5x, consolidated EBITDA to consolidated interest expense ratio
greater than 2.50x and a secured debt to consolidated EBITDA ratio
less than 3.25x.  As of Sept. 30, 2013 RGP was in compliance with
all of its covenants, debt to EBITDA was 4.13x, interest coverage
was 4.90x and senior secured leverage was 0.24x.  Fitch expects
RGP to be in compliance with its covenants pro-forma for the
announced acquisitions.

RATING SENSITIVITIES

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

  -- Continued large-scale acquisitions, or capital expenditures
     funded by higher than expected debt borrowings;

  -- A failure to significantly hedge open commodity price
     exposure.

  -- Significant and prolonged decline in demand/prices for NGLs,
     crude and natural gas;

  -- Debt/Adj. EBITDA above the 4.5x to 5.0x range and
     distribution coverage below 1.0x on a sustained basis would
     likely lead to a one-notch downgrade.

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

  -- Reduced business risk resulting from a higher percentage of
     fixed-fee operations;

  -- A material improvement in credit metrics with sustained
     leverage at 4.0x or below.

Fitch affirms Regency's ratings as follows:

  -- Long-term Issuer Default Rating at 'BB';
  -- Senior secured revolver at 'BB+';
  -- Senior unsecured notes at 'BB';
  -- Series A preferred units at 'B+'.

The Rating Outlook is Stable.


RESPONSE BIOMEDICAL: Chinese Distribution Agreement Expires
-----------------------------------------------------------
Response Biomedical Corp.'s existing Chinese Distribution
Agreement with O&D Biotech Co., Ltd., dated Feb. 21, 2011, as
amended, has expired effective Dec. 31, 2013.  The Company is
currently in discussions with O&D regarding a new agreement
whereby O&D could continue to market Response's cardiovascular
products under their own brand labels and registrations; however,
there can be no assurance that a new agreement will be executed.

The Company recently announced that it has entered into two
agreements to distribute its cardiovascular portfolio of RAMP(R)
products with two new distributors in China.  These new
distribution agreements follow the approval of Response's RAMP(R)
branded cardiovascular Point of Care Testing portfolio by the
China Food and Drug Administration.  The territory allocated
between the two new distributors encompasses all of China, a
country that represents more than 60 percent of Response's current
worldwide sales.

"We believe that our two newest distributors have the experience
and reputation to successfully expand our coverage of the Chinese
market," commented Jeff Purvin, chief executive officer of
Response.  "We are in the process of bringing on additional
distributors in China and we hope to successfully enter into a new
agreement with O&D, our valued distributor for many years.
Together, these distributors should provide a stronger base for
long term growth in China," added Mr. Purvin.

                    About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical disclosed a net loss and comprehensive loss of
C$5.28 million on C$11.75 million of product sales for the year
ended Dec. 31, 2012, as compared with a net loss and comprehensive
loss of C$5.37 million on C$9.02 million of product sales during
the prior year.  The Company's balance sheet at Sept 30, 2013,
showed $12.34 million in total assets, $19.98 million in total
liabilities and a $7.64 million total shareholders' deficit.


ROSEVILLE SENIOR: Duane Morris Employment Gets Court Approval
-------------------------------------------------------------
Having been satisfied that Duane Morris LLP does not hold or
represent any interest adverse to Roseville Senior Living
Properties, LLC, its estate or creditors, Judge Donald H.
Steckroth of the U.S. Bankruptcy Court for the District of New
Jersey approved the Debtor's proposed employment of the firm as
its bankruptcy counsel, nunc pro tunc to Sept. 27, 2013.

                   About Roseville Senior

Roseville Senior Living Properties, LLC, filed for Chapter 11
bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in
Newark.  Judge Donald H. Steckroth presides over the case.  Walter
J. Greenhalgh, at Duane Morris, LLP, represents Roseville Senior
Living Properties as counsel.  Friedman LLP serves as the Debtor's
accountant.

Roseville Senior Living Properties estimated $10 million to $50
million in assets, and $1 million to $10 million in liabilities.
In its schedules filed with the Bankruptcy Court, the Debtor
indicated total assets and total debts as "Unknown".  A copy of
the Schedules is available at:

          http://bankrupt.com/misc/rosevillesenior.doc54.pdf

The petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.

The United States Trustee for Region 3 appointed Joseph Rodrigues,
State Long Term Care Ombudsman, California Department of Aging, as
the Patient Care Ombudsman in the Debtor's case.


SANDRIDGE ENERGY: Moody's Says Asset Sale No Impact on 'B1' CFR
---------------------------------------------------------------
Moody's Investors Service said that SandRidge Energy's plan to
sell its oil and gas properties in the Gulf of Mexico for $750
million does not affect the B1 Corporate Family Rating or the B2
senior unsecured debt rating.

The last rating action on SandRidge Energy was on August 6, 2012
when the Corporate Family Rating was upgraded to B1 from B2.

The principal methodology used in rating SandRidge Energy was the
Global Independent Exploration and Production Industry Methodology
published in December 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

SandRidge Energy, Inc. is a mid-sized independent oil and gas
exploration and production company headquartered in Oklahoma City,
Oklahoma.


SARKIS INVESTMENTS: Galentine Stays as Receiver
-----------------------------------------------
Sarkis Investments Company, LLC's primary asset is a commercial
real property commonly known as Plaza Continental, located at
3700-3760 Inland Empire Boulevard and 3550, 3640 and 3660 Porsche
Way, in Ontario, California.  The Property is allegedly encumbered
by a lien in favor of MSCI 2007-IQ13 ONTARIO RETAIL LIMITED
PARTNERSHIP, a Delaware limited partnership (MSCI).

Prior to the Petition Date, MSCI initiated litigation against
Sarkis in the Superior Court of California, County of San
Bernardino, Case No. CIV-RS-1109905.  In the Prepetition
Litigation, MSCI sought, and was granted, the appointment of
Patrick Galentine as Receiver.  After filing his oath and bond,
the Receiver took possession, custody and control of the Property,
and began to collect the rents, issues and profits arising from
the Property.

MSCI commenced a non-judicial foreclosure, and a foreclosure sale
was continued to a date in late July; however, that sale has now
been stayed by virtue of the filing of the Debtor's Bankruptcy
Case.

In January 2013, Sarkis received an offer to sell the Property,
pursuant to which the prospective purchaser deposited $500,000
with Sarkis (the Non-Refundable Deposit). The prospective
purchaser was not able to close the transaction, and pursuant to
the terms of the contract governing the relationship between
Sarkis and the prospective purchaser, the Non-Refundable Deposit
was forfeited.  Sarkis is in possession of the Non-Refundable
Deposit.

The parties are willing to stipulate, subject to certain
provisions, to temporarily excuse the Receiver from compliance
with the turnover requirements set forth in 11 U.S.C. Section
543(a) and (b), provided that nothing will prohibit the Debtor,
MSCI, and/or the Office of the United States Trustee from filing a
further motion to compel turnover or excuse turnover in the
future, or the Court on its own motion to compel turnover or
excuse turnover in the future, or any non-moving party's right to
object to the same.

The parties note that the Receiver requires the use of certain
funds currently in his possession, as well as any further Rents
that may be collected for the purposes of funding expenses with
respect to the operation and maintenance of the Property, and also
the payment of quarterly fees to the Office of The United States
Trustee.

MSCI claims that the Rents from the Property constitute cash
collateral within the meaning of 11 U.S.C. Section 363(a). MSCI
and the Debtor are willing to expressly consent to the Receiver's
use of Cash Collateral for the limited purposes and for the terms
set forth and under the terms set forth, and otherwise in
accordance with the terms and subject of the conditions of the
parties' stipulation.

In a stipulated order signed by Judge Robert Kwan in December,
MSCI and the Debtor agree that:

1. while the Stipulation is in effect, the Receiver will be
   excused from compliance with 11 U.S.C. Section 543(a) and (b).

2. the Receiver may continue to possess and operate the Property,
   and utilize the Cash Collateral generated therefrom.

3. without agreeing to the character or amount of MSCI's claim,
   and reserving any rights to object to the same on any grounds,
   the Debtor acknowledges for purposes of the Stipulation only
   that the claim of MSCI is secured by a lien on substantially
   all of the Debtor's assets. Such acknowledgment will in no way
   be construed as or deemed a waiver of the right of the Debtor
   to challenge the amount and/or assert that any claim, or
   portion thereof, in favor of MSCI, is unsecured if and when
   the Stipulation is no longer in force and effect.

4. without any admission by the Debtor that the Rents constitute
   Cash Collateral, and without any admission by MSCI that its
   interests are adequately protected, the Debtor and MSCI propose
   that MSCI be granted adequate protection in the form of: (i) a
   first priority replacement lien in the Cash Collateral and
   security interest with the same extent, validity, scope and
   priority as any prepetition liens and security interests held
   by MSCI (unless otherwise agreed to by Debtor and MSCI); and
  (ii) cash payments.

A full-text copy of the stipulation may be accessed for free at:

                      http://is.gd/cZbEEI

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Judge
Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets. The receiver may be reached at:

     Patrick Galentine, State Court Receiver
     Executive Vice President
     Coreland Companies
     17542 East 17th Street, Suite 420
     Tustin, CA 92780
     Telephone: 714.573.7780
     Facsimile: 714.573.7790
     E-mail: pgalentine@coreland.com

The receiver is represented by:

     Reed Waddell, Esq.
     FRANDZEL ROBINS BLOOM & CSATO, LC
     6500 Wilshire Boulevard
     Seventeenth Floor
     Los Angeles, CA 90048-4920
     Tel: (323) 852-1000
     Fax: (323) 651-2577
     E-mail: rwaddell@frandzel.com

MSCI 2007-IQ13 ONTARIO RETAIL LIMITED PARTNERSHIP, which initiated
the receivership proceedings against Sarkis in state court, is
represented by:

     Ron Oliner, Esq.
     DUANE MORRIS LLP
     Spear Tower
     One Market Plaza, Suite 2200
     San Francisco, CA 94105-1127
     Tel: 415-957-3104
     Fax: 415-520-5308
     E-mail: roliner@duanemorris.com


SCHUMANN CASTERS: Claims Bar Date Set for April 4
-------------------------------------------------
A petition was filed on Dec. 5, 2013, commencing an Assignment for
the Benefit of Creditors proceeding, pursuant to Chapter 727,
Florida Statutes, made by:

     Schumann Casters & Equipment Company, Inc.
     1299 W. Beaver Street
     Jacksonville, FL 32204

to   Mark C. Healy
     Michael Moecker & Associates, Inc.
     3613 North 29th Avenue
     Hollywood, FL 33020

Pursuant to Florida Statutes 727.105, no proceeding may be
commenced against Mark C. Healy as the Assignee except as provided
in Chapter 727 and except in the case of a secured creditor
enforcing its rights and collateral under Chapter 679, there shall
be no levy, execution, attachment, or the like in the respect of
any judgment against assets of the estate, other than real
property, in the possession, custody, or control of the Assignee.

To receive any dividend in the proceeding, parties-in-interest
must file a proof of claim with the Assignee on or before April 4,
2014.

The proceedings is captioned, In Re: Schumann Casters & Equipment
Company, Inc., Assignor, To: Mark Healy of Michael Moecker &
Associates, Inc., Assignee, Case No. 16-2013-CA-010616, before the
Circuit Court of the Fourth Judicial Circuit in and for Duval
County, Florida, Division: CV-A.


SCRUB ISLAND: May Hire Stichter Riedel as Bankruptcy Counsel
------------------------------------------------------------
Scrub Island Development Group Limited sought and obtained
authority from the U.S. Bankruptcy Court for the Middle District
of Florida, Tampa Division, to employ Stichter, Riedel, Blain &
Prosser, P.A., as bankruptcy counsel.

The current hourly rates for the Stichter, Riedel attorneys
proposed to actively represent the Debtors are as follows:

   Harley E. Riedel, Esq.                $495
   Charles A. Postler, Esq.              $475

Other attorneys and paralegals may render services to the Debtors
as needed.  They will be paid the following hourly rates:

   Partners                          $325 to $495
   Associates                        $200 to $350
   Paralegals                        $125 to $190

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

Mr. Postler 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.

                       About Scrub Island

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

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

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

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

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


SCRUB ISLAND: Can Employ Rocke McLean as Litigation Counsel
-----------------------------------------------------------
Scrub Island Development Group Limited sought and obtained
authority from the U.S. Bankruptcy Court for the Middle District
of Florida, Tampa Division, to employ Rocke, McLean & Sbar, P.A.,
as special litigation counsel to represent the Debtor in
connection with an adversary proceeding to be filed by the Debtor
against FirstBank Puerto Rico.

The current hourly rates for the attorneys proposed to actively
represent the Debtors are:

     Robert L. Rocke, Esq. -- $425
     Raul Valles, Esq.     -- $300

Other attorneys and paralegals will render services to the Debtors
as needed.  Rocke, McLean's hourly rates are in the following
ranges:

   Title                   Rate per Hour
   -----                   -------------
   Partners                  $285-$425
   Associates                $185-$250
   Paralegals                     $150

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

Mr. Rocke 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.

                       About Scrub Island

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

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

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

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

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


SEGARS PROPERTIES: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Segars Properties, LLC
        1722 N. 1st Street
        Garland, TX 75040

Case No.: 14-30209

Chapter 11 Petition Date: January 7, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Barbara J. Houser

Debtor's Counsel: Vickie L. Driver, Esq.
                  COFFIN & DRIVER, PLLC
                  7557 Rambler Rd., Ste. 200
                  Dallas, TX 75231
                  Tel: (214) 377-4848
                  Fax: (214) 377-4858
                  Email: vdriver@coffindriverlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bart Segars, authorized individual.

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


SIRIUX XM: Moody's Says Proposed Liberty Media Offer Credit Neg.
----------------------------------------------------------------
Moody's Investors Service said Sirius XM Holdings Inc. recently
announced its Board of Directors received a non-binding letter
from Liberty Media Corporation (unrated) proposing a transaction
to convert all outstanding shares of common stock of Sirius not
owned by Liberty Media Corporation into the right to receive
0.0760 of new, non-voting shares of Liberty Series C common stock.
Immediately prior to a conversion, Liberty would distribute shares
of Liberty's Series C common stock to all holders of record of
Liberty's Series A and B common stock on a 2:1 basis. Upon the
completion of the proposed transaction, Sirius public stockholders
would own roughly 39% of Liberty's total equity market cap.

A Special Committee of independent directors of Sirius will be
formed to consider Liberty's proposal. The transaction is
conditioned on the approval of both the Special Committee and more
than 50% of the minority public shareholders of Sirius. Assuming
the proposed transaction is approved, Sirius would become a
wholly-owned subsidiary under Liberty. Moody's views this
transaction as credit negative given the potential for additional
debt to be issued by Sirius, or a new holding company of Sirius,
with proceeds to fund investments of Liberty. Management of
Liberty has stated that it views Sirius as being under levered and
could be more aggressive with its capital structure.

As reported by the Troubled Company Reporter on December 17, 2013,
Moody's upgraded Sirius XM Radio Inc.'s Speculative Grade
Liquidity (SGL) Rating to SGL -- 1 from SGL -- 2 to reflect
improved liquidity given the company's new $1.25 billion senior
secured revolver facility, notwithstanding the near term potential
for the funding of share repurchases with revolver advances, and
affirmed the B1 corporate family rating. In addition, Moody's
downgraded the Probability-of-Default Rating (PDR) to B1 from Ba3
to reflect the new bank and bond debt mix.

Sirius XM Holdings Inc., headquartered in New York, NY, provides
satellite radio services in the United States and Canada. The
company creates and broadcasts commercial-free music; premier
sports talk and live events; comedy; news; exclusive talk and
entertainment; and comprehensive Latin music, sports and talk
programming. Sirius XM services are available in vehicles from
major car companies in the U.S., and programming is also available
online as well as through applications for smartphones and other
connected devices. The company holds a 37.7% interest in Sirius XM
Canada which has more than 2 million subscribers. Sirius is
publicly traded and a controlled company of Liberty Media
Corporation which owns over 50% of common shares. Sirius reported
25.6 million subscribers, including 20.7 million self-pay
subscribers, at the end of September 2013 and generated revenue of
$3.7 billion for the trailing 12 months ended September 30, 2013.


SKINNY NUTRITIONAL: Hearing on Sale of All Assets on Jan. 14
------------------------------------------------------------
The Bankruptcy Court, in an order entered Nov. 22, 2013, approved
among other things, (i) the bid procedures relating to the
proposed sale of the Company's assets; (ii) scheduled a hearing on
Jan. 13, 2014, to consider the proposed sale and approving form of
notices of the hearing; and (iii) granted certain related relief.
By an amended order entered on Nov. 22, 2013, the Bankruptcy Court
rescheduled the Jan. 13, 2013, hearing to Jan. 14, 2014, at 1:00
p.m.  Copies of the Bid Procedures Order and Amended Order are
available for free at:

                        http://is.gd/OERYKy
                        http://is.gd/Hk3ymu

Following the filing of its bankruptcy petition on May 3, 2013,
Skinny Nutritional Corp. determined that the sale of all or
substantially all its assets would best serve the interest of its
creditors.

Skinny Nutritional, on Nov. 15, 2013, entered into an Asset
Purchase Agreement with Skinny Nutritional LLC, providing for the
sale by the Company of substantially all of its assets, on an "as
is" "where is" basis, without express or implied warranties, for a
purchase price of $1,500,000, less the outstanding amount of
debtor-in-possession financing provided to the Company by the
Purchaser, and subject to adjustment.  The Asset Purchase
Agreement also provides for the assumption of certain executory
contracts of the Company as provided in the Bid Procedures Order.

A copy of the Asset Purchase Agreement is available for free at:

                        http://is.gd/KRyCN0

The Purchaser has advised the Company that it anticipates that, if
it is the purchaser of the assets of the Company, it would employ
Michael Salaman, the chief executive officer of the Company, as
the president of the Purchaser, and that Mr. Salaman would have
the right to acquire a minor equity interest in the Purchaser.

In anticipation of entering into the Asset Purchase Agreement, on
Sept. 25, 2013, the Company entered into a Copacking Agreement
with LiDestri Foods, LLC, pursuant to which LiDestri has agreed to
act as the Company's exclusive copacker and, under the exclusive
direction of the Company, manufacture, process and bottle the
Company's noncarbonated flavored bottled "Skinny Water" products.
The term of the Copacking Agreement will remain in effect for a
period of 36 months, and automatically renews for an additional
one year term, unless terminated by either party at least 60 days
prior to the end of the extended term.

In October 2013, the Company and LiDestri entered into an
Amendment to the Copacking Agreement which permits the Company to
terminate the Copacking Agreement in the event that the Company's
Assets are purchased by a person other than the Purchaser and, in
that event, the Company will pay to LiDestri liquidated damages of
$400,000.  The Copacking Agreement and the Amendment were approved
by the Bankruptcy Court on Oct. 23, 2013.

Auction Sale of the Assets

Pursuant to the Bidding Procedures, any person interested in
acquiring the assets of the Company must submit a Qualified Bid,
together with a Bid Package on or before noon (Eastern Time), on
Jan. 8, 2014.  The purchase of the Company's Assets provided by
the Asset Purchase Agreement is deemed to be a Qualified Bid.  If
the Company does not receive a Qualified Bid other than that set
forth in the Asset Purchase Agreement prior to the Bid Deadline,
the purchase and sale of the Acquired Assets under the Asset
Purchase Agreement will constitute the highest or otherwise best
Qualified Bid.  If the Company receives one or more Qualified
Bids, in addition to that set forth in the Asset Purchase
Agreement, prior to the Bid Deadline, it will conduct an Auction
on Jan. 10, 2014, in accordance with the Bidding Procedures until
the Company has selected the Successful Bid.  The Bidding
Procedures require that the Company, in selecting the Successful
Bid,  consider, among other things, the total consideration to be
received by the Company for the Company's Assets as well as other
financial and contractual terms relevant to the proposed sale,
including those factors affecting the speed and certainty of
consummating the proposed the sale.  A copy of the Bidding
Procedures is available for free at http://is.gd/IoTVmi

The Asset Purchase Agreement provides that the Company will pay
the Purchaser a break-up fee of $100,000, and reimburse it for
certain expenses in an amount up to $50,000, if the Purchaser is
not chosen by the Company as the Successful Bidder.

SSG will assist the Company in reviewing the qualification of
bidders and any offers made for the sale of the assets of the
Company.  A number of entities have signed non-disclosure
agreements with the Company for information about the Sale.  The
Company is uncertain whether any of the entities signing NDA's
will actually bid for the Assets at the Auction.

At the Sale Hearing, to be held on Jan. 14, 2013, in the courtroom
of Honorable Jean K. FitzSimon in the United States Bankruptcy
Court for the Eastern District of Pennsylvania, Robert N.C. Nix
Sr. Federal Courthouse, 900 Market Street, Suite 400, Courtroom 3,
2nd Floor, Philadelphia, PA 19107 at 1:00 p.m. (EST), the Company
will seek an order of the Bankruptcy Court authorizing the Sale to
the Successful Bidder at the Auction substantially on the terms
and conditions set forth in the Asset Purchase Agreement, except
as modified in the Successful Bid, or otherwise as appropriate.
With the consent of the Successful Bidder, the Sale Hearing may be
adjourned or rescheduled without notice other than by an
announcement of the adjourned date at the Sale Hearing.

In the event of the failure of the consummation a Sale of the
Company's Assets because of a breach on the part of the Successful
Bidder after the entry of an Order of the Bankruptcy Court
approving such Sale, the Company will be permitted to select the
next highest or otherwise best bid as the Successful Bid and to
consummate such transaction without further Order of the
Bankruptcy Court.

SSG Capital Engagement

With the approval of the Bankruptcy Court, the Company entered
into an engagement letter, dated Sept. 25, 2013, with SSG Capital
Advisors, West Conshohocken, Pennsylvania, providing that SSG
would provide investment banking services to the Company, focused
upon the sale of all or substantially all of the assets or
securities of the Company, including among other things, assisting
the Company in identifying and soliciting competitive offers from
potential buyers, and structuring and negotiating a sale
transaction.

The term of the SSG Engagement Letter will continue until Jan. 30,
2014, and will continue thereafter on a month to month basis
unless terminated by either party.  Under the SSG Engagement
Letter, the Company has paid SSG an initial fee of $10,000, and
will pay a monthly fee of $10,000 during the term of the
Agreement, and a sale fee equal to $150,000 for any sale
transaction up to $3 million of total consideration, plus 5
percent of total consideration between $3 million and $6 million.
All monthly fees will be credited toward the sale fee.

A copy of the Engagement Letter with SSG is available for free at:

                        http://is.gd/Kj0L01

Settlement with Trim Capital

On Nov. 22, 2013, the Bankruptcy Court approved a Settlement
Agreement among the Company and Trim Capital, Prime Capital LLC,
Michael Salaman, Dachshund, LLC, and Marc Cummins.  The Settlement
Agreement provides that Trim will have an allowed claim against
the Company's bankruptcy estate in the amount of $750,000, which
will be deemed to be secured by a valid perfected first priority
lien on substantially all of the assets of the Company, subject
and subordinate to the prior lien held by United Capital Funding
Corp., in the Company's accounts receivable and inventory.  In
addition, Trim waived any general unsecured deficiency claim
against the Company in excess of its allowed claim.  Under the
Settlement Agreement, Trim will receive a lump sum payment of the
full amount of its allowed claim out of the first proceeds of the
sale of the Company's Assets in the Sale

If the full amount of Trim's allowed claim is paid in full out to
the proceeds of the sale of the Company's assets, on or before
Feb. 14, 2014, Trim will be deemed to have waived any general
unsecured deficiency claim in excess of its allowed Claim.
Subject to the payment of Trim's Allowed Claim as provided
therein, the Settlement Agreement also provides for the dismissal
of all actions and release of all claims and between and among the
Company and the Trim Parties.

Copies of the Settlement Agreement and the Order of the Bankruptcy
Court approving the Settlement Agreement are available at:

                       http://is.gd/pmNAJr
                       http://is.gd/UrZhyl

$250,000 DIP Financing

On Dec. 11, 2013, the Bankruptcy Court entered an order granting
the Company authority to obtain postpetition financing up to
$250,000 in the aggregate, from the Skinny Nutritional, LLC,
secured by liens and superpriority administrative claim status
under the Bankruptcy Code, subject only to the existing perfected
and unavoidable liens of Trim Capital existing as of the date of
its bankruptcy petition and all prepetition liens, and current and
future postpetition liens of United Capital Funding previously
approved by the Bankruptcy Court.  The DIP Order provides that the
Company will use the proceeds of the DIP Financing to pay its day
to day costs of operation of its business, and to proceed with its
efforts to sell all or substantially all of its assets.   A copy
of the DIP Order is available for free at http://is.gd/7Uuu3q

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

Skinny Nutritional filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Pa. Case No. 13-13972) on May 3, 2013.  The petition was
signed by Michael Salaman as chief executive officer.  The Debtor
estimated assets and debts of at least $1 million.  Obermayer
Rebmann Maxwell & Hippel, LLP, serves as the Debtor's counsel.
The Hon. Jean K. FitzSimon presides over the case.

The Company sought bankruptcy protection to avoid a forfeiture of
the Company's most important and valuable assets; namely its
intellectual property rights.


SLM CORP: Moody's Continues to Review 'Ba1' CFR for Downgrade
-------------------------------------------------------------
Moody's Investors Service is continuing its rating review for
downgrade of the Corporate Family Rating (CFR) and long-term
ratings of SLM Corporation (Ba1 CFR and senior unsecured debt
rating, Ba3(hyb) preferred stock rating).

Ratings Rationale

Moody's placed the CFR and long-term ratings of SLM on review for
downgrade on May 29, 2013. That action followed SLM's announcement
of the same date that it intends to reorganize its business into
two separate publicly-traded companies: a new entity not yet named
(Newco), which will contain about 95% of the assets including
SLM's legacy FFELP and private education loan portfolios; and SLM
Bank, which will contain the company's current banking operations
and whose parent company will hold SLM's preferred stock.

The reorganization transaction is subject to final approval by the
SLM Board of Directors, confirmation of the tax-free nature of the
transaction, and the effectiveness of a registration statement
filed with the Securities and Exchange Commission, including
information about the separation, distribution and related
matters.

During the review Moody's is evaluating the degree to which SLM's
unsecured bondholders are negatively affected by what amounts to a
dividend to shareholders of a major part of SLM's current
operations. During the review Moody's is also considering how
negatively SLM's preferred stockholders are affected by having the
servicing of their obligations limited to the operations of SLM
Bank, a relatively small, monoline entity specializing in private
education loans.

The transaction is expected to close in the first half of 2014.
Moody's intends to conclude its review at or just prior to the
closing of the transaction.

SLM Corporation (ticker symbol SLM), a leading education financial
services company based in Newark, Delaware, reported total assets
of $162 billion as of September 30, 2013.

The principal methodology used in this rating/analysis was Finance
Company Global Rating Methodology published in March 2012.


STELLAR BIOTECHNOLOGIES: Touts Highlights for 2013
--------------------------------------------------
Stellar Biotechnologies, Inc., announced the filing of its annual
report for the fiscal year ended Aug. 31, 2013, and financial
results and operational highlights for 2013.

SELECTED HIGHLIGHTS FROM 2013

   * New Corporate Partnership: Stellar executed a collaboration
     agreement with Amaran Biotechnology, Inc., in December 2013,
     to develop and evaluate methods for the manufacture of OBI-
     822 active immunotherapy using Stellar's GMP grade KLH.  OBI-
     822 is the lead immunotherapy product of OBI Pharma, Inc.,
     manufactured by Amaran and currently in Phase II/III clinical
     trials in the U.S., Taiwan, South Korea, India and Hong Kong,
     for the treatment of metastatic breast cancer.  The
     collaboration involves an important, multinational clinical
     project with long-term product development and commercial
     potential.

   * Strengthened Balance Sheet: In September 2013, Stellar
     raised US$12 Million in gross proceeds in a private
     financing that included a US$5 Million investment by Amaran
     Biotechnology, Inc., a privately-held Taiwan
     biopharmaceuticals manufacturer.  Proceeds will be used for
     product research, aquaculture and KLH production development,
     capital expenditures and working capital.  The financing
     represented continued support from Stellar's major
     shareholders, validation from industry investment, and fiscal
     strength for the Company to execute on its strategic plans.

   * Strategic Program Expansion; Clostridium difficile Active
     Immunotherapy Platform: In July 2013, Stellar acquired the
     exclusive, worldwide license to patented technology for the
     development of human immunotherapies against Clostridium
     difficile infection ("C. diff") from the University of Guelph
     in Canada.  The license broadens Stellar's business
     opportunities by adding a strong platform for the Company's
     own proprietary active immunotherapy program.  In October
     2013, the Company announced presentation of positive results
     from a preclinical study related to the C. diff development
     program.

   * Environmental Achievements & Intellectual Property:  In 2013,
     Stellar announced several milestones further strengthening
     the Company's competitive position and barriers to entry
     around its KLH business.  Among these achievements was the
     industry-first capability to support the complete life cycle
     of the Giant Keyhole Limpet (Megathura crenulata), the scarce
     marine mollusk that is the only source for KLH protein.
     Stellar also announced new patents issued (in U.S. and China)
     related to its C. diff immunotherapy technology, as well as
     two U.S. patent applications for new KLH innovations
     developed at Stellar.

Stellar's strategic objectives for 2014 are:

   * Expand our Stellar KLH technology portfolio through ongoing
     research and development and selective acquisition, while
     maintaining a strong balance sheet with careful resource
     management.

   * Seize opportunities for commercial growth that build on the
     Company's strengths and core competencies in KLH development
     and immunotherapy.

   * Identify strategic pathways that leverage the Company's
     Stellar KLH products and expertise into immunotherapy
     solutions.

   * Prepare for transition to major U.S. stock exchange

Frank Oakes, Stellar's president and CEO said, "We are entering
2014 with unmatched competency in sustainable KLH manufacturing
and focused on leveraging this position into new opportunities
with key stakeholders and commercial partners in the biopharma
industry.  We have built high barriers around Stellar's technology
platform, and we are now aggressively expanding with our own
immunotherapy development program, further broadening our business
potential.  This combination of robust platform together with
multiple avenues for strategic growth, positions Stellar to
capture significant market interest in the future."

To view the Company's Fiscal 2013 consolidated financial
statements, related notes and Management Discussion & Analysis as
well as all of Stellar Biotechnologies' past reports and filings
please visit the Canadian Securities Administrators' Web site
(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.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.  The Company incurred a loss and comprehensive loss
of $3.59 million for the year ended Aug. 31, 2011.

As of Aug. 31, 2013, the Company had $8.51 million in total
assets, $11.65 million in total liabilities and a $3.14 million
total shareholders' deficiency.


STELLAR BIOTECHNOLOGIES: To Present at 2 Investor Conferences
-------------------------------------------------------------
Stellar Biotechnologies, Inc., will present at two upcoming
investor conferences in January: the Biotech Showcase 2014 in San
Francisco and the Noble Financial Capital Markets Tenth Annual
Equity Conference in South Florida.

Frank Oakes, Stellar's president and CEO will present at both
conferences, providing an overview of the Company, its programs
and milestones, and 2014 corporate objectives.  Members of
Stellar's executive team will be available for meetings at both
events.

Biotech ShowcaseTM 2014

Date and Time: January 14, 2014, 4:00 PM PST
Venue Location: Parc 55 Wyndham San Francisco, CA
Conference Web site: http://www.ebdgroup.com/bts/index.php

Noble Financial Capital Markets Tenth Annual Equity Conference

Date and Time: January 21, 2014, 8:00 AM EST
Venue Location: Club Med Sandpiper Bay, Sandpiper Bay, Florida
Conference Web site: http://www.nobleresearch.com/TEN/2014.htm

Presentation schedules and details will be posted on Stellar's Web
site at http://is.gd/UZkrn3

                            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.

Stellar incurred a loss and comprehensive loss of $14.88 million
on $545.46 million of revenues for the year ended Aug. 31, 2013,
as compared with a loss and comprehensive loss of $5.19 million on
$286.05 million of revenues for the year ended Aug. 31, 2012.  The
Company incurred a loss and comprehensive loss of $3.59 million
for the year ended Aug. 31, 2011.

As of Aug. 31, 2013, the Company had $8.51 million in total
assets, $11.65 million in total liabilities and a $3.14 million
total shareholders' deficiency.


SURGERY CENTER: S&P Affirms 'B' CCR Over 2nd Lien Loan Expansion
-----------------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'B'
corporate credit rating on Surgery Center Holdings Inc.  The
outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's first-lien credit facility.  The recovery rating remains
'3', indicating S&P's expectation for meaningful (50% to 70%)
recovery for lenders in the event of a payment default.

Also, S&P affirmed its 'CCC+' issue-level rating on the company's
second-lien term loan, which the company plans on increasing by
$70 million to $190 million as part of the proposed transaction.
The recovery rating is '6', indicating S&P's expectation for
negligible (0% to 10%) recovery for lenders in the event of a
payment default.  Proceeds of the incremental second-lien term
loan will be used to fund a sponsor dividend.

"The ratings on Tampa-based Surgery Center Holdings Inc. reflect
Standard & Poor's Ratings Services' view of the company's business
risk profile as "weak", primarily reflecting its reimbursement
risk as the owner and operator of outpatient surgery centers,"
said credit analyst Tulip Lim.  "The ratings also reflect the
company's "highly leveraged" financial risk profile, with leverage
expected to remain above 6x over the next year and the company's
aggressive financial policy, highlighted by the proposed debt-
financed dividend.  The company operates its outpatient surgery
centers under the trade name Surgery Partners."

S&P's stable rating outlook on Surgery Center Holdings reflects
its expectations that company's revenue will grow at a high-
single-digit pace and that its EBITDA margin will expand.  It also
assumes the company will generate more than $10 million of free
cash flow annually and that the company will continue to maintain
adequate liquidity.  S&P also expects the reimbursement
environment to remain stable in the near term.

S&P expects covenant compliance requirements to rachet down over
2014 and 2015.  S&P could lower the rating if revenue or EBITDA
margin growth falls short of expectations, causing financial
covenant cushion to fall below 10%.  This could be caused by
declines in surgery volumes because of unanticipated economic
weakness, an unexpected Medicare rate cut, unexpected drop in
physician utilization of the centers, or slower than anticipated
ramp up of its labs or pharmacy business.

A higher rating is unlikely in the near term because the company's
limited size, scale, and concentrated focus are likely to preclude
meaningful improvement in its business risk profile.  At the same
time, the financial risk profile is likely to remain highly
leveraged, with adjusted debt leverage projected to remain above
the 6x area for the next two years, given an aggressive financial
sponsor whom S&P do not feel will make deleveraging a priority.


TARGETED MEDICAL: Signs Receivables Assignment Agreements
---------------------------------------------------------
Targeted Medical Pharma, Inc., Cambridge Medical Funding Group,
LLC, and certain customer physicians of the Company have entered
into several WC Receivables Funding, Assignment and Security
Agreements.  Pursuant to the Agreements, CMFG agreed to purchase
from each Medical Provider, and each Medical Provider agreed to
sell, assign and set over to CMFG, certain receivables that are
owed to those Medical Providers by various insurance carriers
relating to services and products furnished by the Medical
Providers to their patients, the costs of which are to be the
subject of claims for workers' compensation benefits.  As a result
of the assignment and sale, the Company receives certain fees from
CMFG, on behalf of each particular Medical Provider, and the
Company grants each Medical Provider access to the Company's
billing, claims processing and lien filing and activation
services.  Generally, following the assignment of the Receivables,
CMFG will then collect, in cash, the Receivables from the
insurance carriers.  After accounting for certain waterfall
payments due according to the Agreement, CMFG will then apportion
the remaining cash among CMFG and the particular Medical Provider
who had originally assigned the Receivables.

                   Employment Pact with W. Horne

On Dec. 20, 2013, the Company entered into the Amendment to
Employment Agreement with William B. Horne amending that certain
Employment Agreement dated Aug. 15, 2013, by and among the Company
and Mr. Horne.  Pursuant to the Amended Employment Agreement, Mr.
Horne's base salary has been increased to $275,000 per year,
effective as of the date of the Amended Employment Agreement.
Additionally, Mr. Horne is entitled to performance bonuses in the
event that the Company meets certain financial milestones.  Mr.
Horne is entitled to a one-time cash bonus of $50,000 if the
Company meets certain cash flow milestones and he is entitled to
an annual cash bonus ranging from 0 percent to 30 percent of
$250,000 if the Company's earning before interest, taxes,
depreciation and amortization (including equity compensation)
("EBITDA") reaches certain milestones.  Mr. Horne also received
options to purchase 150,000 shares of the Company's common stock,
par value $0.001 per share.  Those options will vest over three
years, contingent upon the Company meeting certain EBITDA
milestones.

                        About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical disclosed a comprehensive loss of $9.58 million
on $7.29 million of total revenue for the year ended Dec. 31,
2012, as compared with a comprehensive loss of $4.18 million on
$8.81 million of total revenue during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $4.93
million in total assets, $14.02 million in total liabilities, all
current, and a $9.09 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has losses for the year ended Dec. 31, 2012,
totaling $9,586,182 as well as accumulated deficit amounting to
$13,684,789.  Further the Company does not have adequate cash and
cash equivalents as of Dec. 31, 2012, to cover projected operating
costs for the next 12 months.  As a result, the Company is
dependent upon further financing, related party loans, development
of revenue streams with shorter collection times and accelerating
collections on the Company's physician managed and hybrid revenue
streams.


TIMIOS NATIONAL: YA Global Equity Stake at 73% as of Jan. 4
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, YA Global Investments, L.P., Yorkville
Advisors, LLC, and Mark Angelo disclosed that as of Jan. 4, 2014,
they beneficially owned 6,249,897 shares of common stock of Timios
National Corporation representing 73 percent of the shares
outstanding.  The reporting persons previously disclosed
beneficial ownership of 6,253,097 common shares as of Dec. 4,
2013.  A copy of the regulatory filing is available at:

                       http://is.gd/UBr1Ea

                      About Timios National

Timios National Corporation (formerly known as Homeland Security
Capital Corporation) was incorporated in Delaware on Aug. 12,
1997, under the name "Celerity Systems, Inc."  In August 2005, the
Company changed its name to "Homeland Security Capital
Corporation" and changed its business plan to seek acquisitions of
and joint ventures with companies operating in the homeland
security business sector and, until July 2011, operated soley as a
provider of specialized, technology-based, radiological, nuclear,
environmental, disaster relief and electronic security solutions
to government and commercial customers.  The Company's corporate
headquarters is located in Arlington, Virginia.

Timios National disclosed a net loss of $2.76 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.98 million
for the year ended June 30, 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$9.02 million in total assets, $6.70 million in total liabilities
and $2.32 million in total stockholders' equity.

                           *     *     *

This concludes the Troubled Company Reporter's coverage of Timios
National Corporation until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


UNI-PIXEL INC: Rebrands UniBoss as Copperhead
---------------------------------------------
UniPixel, Inc., has rebranded its UniBossTM flexible printed
electronics manufacturing process as CopperheadTM.  The
proprietary roll-to-roll manufacturing process can print patterns
of microscopic conductive elements on thin film, with very narrow
line widths.  The technology has wide-ranging applications, from
touch panel and gesture sensors to antenna, EMI shielding and
custom circuitry applications.

The Copperhead process produces the Company's line of InTouch
SensorsTM, a new pro-cap, multi-touch sensor that offers the
unique advantages of metal mesh technology.  These advantages
include higher touch sensitivity, improved touch distinction,
better durability, significantly higher conductivity,
extensibility to a greater number of sizes and form factors, and
faster sensing speeds as compared to standard ITO-based touch
technology.

The Copperhead process for InTouch Sensors is also an additive,
roll-to-roll, flexible electronics process as compared to
traditional subtractive ITO manufacturing.  As an additive
manufacturing process, Copperhead is inherently more efficient and
sustainable.  It promises lower production costs, given its lower
material costs, fewer steps in the manufacturing process, and a
more simplified supply chain.

Along with the rebranding, UniPixel has launched a new corporate
Web site that features Copperhead and InTouch Sensors, as well as
Diamond GuardTM, its hard-coat resin technology.  The site now
features expanded content and an updated design to enhance the
user experience on both PC and mobile devices.  Its new intuitive
interface and simple search functionality enables visitors to
quickly find a wealth of information about the Company's
proprietary technologies, history and industry partners.

The new Web site provides existing and prospective customers
detailed information and supporting materials on the advantages
offered by UniPixel's performance engineered film technology, as
well as explore its many potential applications.

"Renaming our flexible printed electronics manufacturing process
as Copperhead reflects its unique ability to print micron-sized
copper lines on PET film," said Robert Berg, UniPixel's senior
vice president of sales and marketing.  "Our new website now
better showcases our company as a leader in disruptive performance
engineered films which have applications across a wide range of
industries.  These marketing efforts reflect our progress toward
commercialization of our unique technologies, which is endorsed
and supported by our major industry partners."

Visit UniPixel's new corporate Web site at www.unipixel.com, and
learn more about the company and its revolutionary performance
film technology.

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  As of
Sept. 30, 2013, Uni-Pixel had $60.22 million in total assets,
$6.50 million in total liabilities and $53.71 million in
total shareholders' equity.


UNIVERSAL BIOENERGY: Global Energy Amends Schedule 13D
------------------------------------------------------
Global Energy Group LLC, on behalf of itself and its members,
filed on Dec. 30, 2013, a first amendment to the Schedule 13D
originally filed Nov. 23, 2013.

The Schedule 13D, Global Energy disclosed that as of June 30,
2013, it beneficially owned 1,568,630,000 shares of common stock,
or 61.78 percent of the outstanding common stock of Universal
Bioenergy, Inc.  As of April 10, 2013, the collective members of
Global Energy Group LLC were:

   1. Grand Executive Trust
   2. Yang Family Trust
   3. Rainco Holdings Trust
   4. Falah Family Trust
   5. Ghanimah Holdings Trust
   6. Ibadhah Life Trust
   7. Premier Executive Trust
   8. Rainco Management LLC

On Jan. 11, 2013, Global Energy Group LLC purchased a portfolio of
14 of Universal Bioenergy's Promissory Notes, in a private
transaction directly from the individual Note Holders, with a
total principal amount of $3,234,775.  On April 10, 2013, the
Company, at the direction of "GEG", converted this portfolio of 14
Promissory Notes into common shares of stock; and issued
1,568,630,000 common shares for that conversion.

A copy of the regulatory filing is available for free at:

                        http://is.gd/3pdC6R

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.  As of Sept. 30, 2013, the Company
had $7.02 million in total assets, $6.08 million in total
liabilities and $935,070 in total stockholders' equity.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


UNIVERSAL HEALTH: Ch.11 Trustee Can Hire Cherry Bekaert as Auditor
------------------------------------------------------------------
Soneet R. Kapila, the Chapter 11 trustee of Universal Health Care
Group, Inc. and American Managed Care, LLC, obtained permission
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Cherry Bekaert LLP as auditor of the 401(k) plan
maintained by the Debtor as part of the plan termination process.

As reported in the Troubled Company Reporter on Dec. 11, 2013,
the Trustee seeks approval of and authorization to employ Cherry
Bekaert to audit the Plan for the years 2012, 2013 and 2014 as
part of the necessary process to terminate the Plan.  Cherry
Bekaert's proposed compensation is $12,000 to $15,000 for 2012 and
$8,000 a year for 2013 and 2014.  Payments to Cherry Bekaert will
be from the assets of the Plan.  It is a requirement of the
termination process to submit audited financial statements of the
Plan.

                 About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  Dennis S. Jennis, Esq., and Jennis & Bowen, P.L.,
serve as special conflicts counsel and E-Hounds, Inc. serves as
forensic imaging consultant to the Trustee.


UPPER IOWA: Fitch Lowers Rating on $66.48-Mil. Bonds to 'BB'
------------------------------------------------------------
Fitch Ratings has downgraded its rating to 'BB' from 'BBB' on
$66.48 million of private college facility (PCF) revenue bonds,
series 2010 and 2012, issued by the Iowa Higher Education Loan
Authority (IHELA) on behalf of Upper Iowa University (UIU).
The Rating Outlook remains Negative.

The series 2010 and 2012 bonds are general obligations of the
university, payable from all legally available resources.  The
2012 bonds are further secured by a first mortgage lien on two
dormitory buildings.  Both issues have a debt service reserve
fund. See discussion of bond covenants below.

OPERATING DEFICITS DRIVE DOWNGRADE: The downgrade reflects a
fiscal 2013 operating deficit considerably weaker than earlier
projections, and Maximum Annual Debt Service (MADS) coverage well
below the 1.25x coverage covenant. Continued operating stress is
expected in the current fiscal 2014.

SIGNIFICANT UNCERTAINTY SUPPORTS NEGATIVE OUTLOOK: Financial
performance in fiscal years 2014 and 2015, and the extent to which
sufficient progress can be made to meet the coverage covenant,
remain uncertain.  While total enrollment appears to be relatively
steady, an important credit factor given UIU's high tuition
dependence, the extent to which UIU can manage expenses without
adversely impacting student demand remains to be determined.

SLIM BALANCE SHEET: UIU's balance sheet ratios remain low relative
to the 'BBB' rating category, and more consistent with the 'BB'
category.  In past years, Fitch considered these low liquidity
ratios counterbalanced by previously strong operating performance.

HIGH DEBT BURDEN: Fitch considers UIU's 9% MADS burden high to
moderately high, particularly given recent negative operating
performance.  UIU management reports no new long-term debt plans
at this time.

MANAGEMENT TURN-OVER: Fitch views significant management turnover
as negatively impacting UIU's response to recent operating
deficits: a new president started in 2013; a new CFO started in
January 2014; there is currently an interim provost; and a new
director of admissions started in mid-2013.

FAILURE TO REVERSE DEFICITS OR MEET BOND COVENANTS: Failure to
show steady progress in returning to balanced operations and
meeting bond covenants -- particularly the 1.25x annual coverage
covenant within the required time frame (failure to do so would
trigger an event of default under the loan agreement) -- would
result in further negative rating action.

ADDITIONAL DEBT ISSUANCE: Issuance of additional debt prior to
stabilized financial operations, or without an increase in
resources, would result in a negative rating action.

MANAGE EXPENSES AND ENROLLMENT: UIU's ability over time to manage
expenses, grow net tuition revenue, and maintain stable to growing
enrollment would be viewed favorably, and could support a return
to a Stable Outlook.

UIU was founded in 1857 in Fayette, Iowa.  Fayette is located in
north central Iowa, about 37 miles northeast of Waterloo and 65
miles north of Cedar Rapids.  The university offers both
undergraduate and graduate level programming at its residential
Fayette campus, 20 educational extension centers in the Midwest,
six international centers in two countries, and a distance
education center.

UIU's multiple education markets have been viewed favorably in the
past by Fitch but are subject to significant competition . This is
particularly apparent as the non-traditional on-line and distance
programs (about 70% of total operating revenue) are subsidizing
full-time undergraduate students.  Students attending on-line or
at various regional centers have six distinct entry points during
each academic year, allowing two full-credit courses over an
eight-week term, and some student flexibility.  Full-time students
at the Fayette Campus have a more traditional two-semester
calendar (although the semester is broken into two terms).

Deficit Operations:
UIU reported an $8.2 million operating deficit for the fiscal year
ended June 30, 2013 (a negative 15.6% operating margin), which is
much larger than expected, and follows a fiscal 2012 deficit of
$1.9 million or negative 4.1%.  UIU experienced significant
management turnover in calendar 2013, which Fitch views as
limiting the institution's timely response to operating deficits.
However, a new president and CFO are now in place, and the
institution is actively engaged in strategic and long-range
financial planning.  UIU staff reports that the university's new
senior management is focused on improving the financial situation.
However, budget stress is expected to continue in fiscal 2014.
The recent deficits contrast with UIU's average operating surplus
of 5.8% in the prior five fiscal years (2007 - 2011).

UIU's revenues are heavily student-fee oriented (96% in fiscal
2013), and even with some enrollment fluctuation have been
relatively flat in recent years.  However, operating expenses
increased at near double-digit levels in each of the last three
years, including 9.2% in fiscal 2013, strongly contributing to
deficit operations.  Fitch views net tuition revenue growth for
the traditional full-time Fayette campus students as limited by
very high discount rates (in excess of 58% the last two years, and
up again in fiscal 2014), and an implicit subsidy of approximately
$6 million from the on-line and academic center programs.

A partial contributor to recent deficits is a transition to a more
centralized enrollment process starting in fall 2012, and modestly
increasing depreciation expense (up about $1.3 million since
fiscal 2010).  UIU's operating budget does not include
depreciation expense or an equivalent line item. UIU reports that
over 87% of faculty are part-time and non-tenured, which provides
some expense flexibility.

MADS ($4.7 million) coverage was very weak in fiscal 2012 at 0.6X
and due to the deficit position, MADS coverage in its entirety
could not be met in fiscal 2013.  Coverage in 2013 was supported
by unencumbered financial resources, without drawing on the debt
service reserve.

These levels are well below the 1.25x annual coverage covenant
which became effective in fiscal 2013. UIU's fiscal 2013 debt
service was $3.7 million, which increases to $4.29 million for
2014 and 2015, and levels out at $4.74 million thereafter.
Failure to achieve the coverage covenant is not initially an event
of default under the loan agreement but will be in the second full
fiscal year following receipt of a consultant report.  This could
be the end of fiscal 2015 or 2016, depending on when the
consultant is retained.

                   Fiscal 2014 Budget Pressures

The fiscal 2014 current fund budget is balanced on a cash basis.
However, due to recent operating results, essentially flat overall
enrollment, and limited net revenue growth potential from
traditional full-time students, achievement of balanced operations
and positive debt service coverage remains uncertain.  Fitch
anticipates fiscal 2014 to again have deficit GAAP results. UIU
management reports that the fiscal 2015 budget is under
development, a financial consultant is being hired, and that long-
term financial projections are not currently available.  Expense
constraints are continuing; the university stopped its optional
employer contribution to the retirement plan for fiscal 2014, for
a savings of about $1 million, and is limiting new-employee and
staff hires.

                     Weak Balance Sheet Ratios

UIU's available funds (defined by Fitch as cash and investments
less permanently restricted net assets) was $10.9 million at the
end of fiscal 2013.  This equaled a slim 18% of expenses and 14.2%
of debt, levels that are more comparable to the 'BB' rating
category for private universities.  As part of the available funds
calculation, Fitch notes that unrestricted endowment of $3.7
million at June 30, 2013 is quite low compared to peer private
institutions.

                        Management Turn-over

UIU experienced significant management turn-over in calendar 2013,
which Fitch views as a major factor limiting timely response to
operating deficits.  A new president started in early 2013; a new
CFO started in January 2014 (following several months with an
interim CFO); there is currently an interim provost; and a new
director of admissions started in mid-2013.

Overall FTE enrollment has fluctuated over the last five academic
years, but even with a 7% decline in fall 2012 (fiscal 2013) to
5,139, is not inconsistent with historical levels.  Fall 2013
enrollment rebounded slightly to 5,327 (up 3.7%) in fall 2013
(fiscal 2014).  Most of the fluctuation in the last two years was
in non-traditional undergraduate enrollment, counterbalanced
somewhat by non-traditional graduate enrollment growth.

Non-traditional students (both on-line and at 20 U.S. academic
centers and several international centers) have multiple entry
points in UIU's academic calendar, making full-year revenue
projections difficult.  UIU operations rely heavily on non-
traditional student revenue which is subject to significant
competition.  Further, most full-time undergraduates come from
Iowa which has declining numbers of high school students.  Fitch
believes the burden in the medium term for UIU's financial turn-
around will largely come from the non-traditional programs.

                        High Debt Leverage

Outstanding debt, principally the series 2010 and 2012 revenue
bonds, totaled $66.48 million at June 30, 2013.  This debt is all
fixed rate, with increasing debt service through 2016 and
essentially level debt service thereafter.  UIU has $10 million in
operating leases, primarily related to its various academic sites,
which Fitch includes in its long-term debt calculation.  The
university had a $1 million bank line, with no draws, at the end
of fiscal 2013.  Early in fiscal 2014, the line was increased to
$2 million for working cash, and currently has a $1.5 million
draw.

Bond covenants include 1.25x annual debt service coverage, which
was not met in 2013 (the year the covenant became effective), and
an unrestricted net asset test of 25% of outstanding debt, which
was achieved in 2013.  Failure to achieve pledged coverage is not
an immediate event of default under the loan agreement.  UIU is
required to hire a consultant, and is in the process of doing so.
The university is required to achieve pledged coverage within one
full fiscal year after the consultant issues recommendations.
This could be fiscal 2015 or 2016, depending on the timing of the
consultant report.  If the 1.25x coverage test is not achieved in
the required time, it becomes an event of default. Fitch considers
the covenant risk significant, and an indication that UIU's credit
quality is not presently investment grade.


VERINT SYSTEMS: Moody's Affirms 'B2' CFR After KANA Acquisition
---------------------------------------------------------------
Moody's Investors Service affirmed Verint Systems Inc.'s B1
corporate family rating and B1-PD probability of default rating,
revised its ratings outlook to stable from positive and revised
its speculative grade liquidity rating to SGL-2 from SGL-1 after
the announcement of the acquisition of KANA Software Inc. Verint
is acquiring KANA for $514 million and financing the acquisition
with a combination of cash on hand and debt. The ratings on the
existing debt instruments will depend on the final capital
structure but are not anticipated to change based on the company's
preliminary plans.

Ratings Rationale

The revision in outlook to stable from positive is driven by the
increase in debt as a result of the acquisition and reduced
likelihood of an upgrade in the next 12 to 18 months. The B1
rating anticipated the potential for debt financed acquisitions,
but the positive outlook did not incorporate the capacity for an
acquisition of this size. Pro forma leverage is increasing to over
5x from 3.9x (based on October 31, 2013 financials) and is
expected to quickly reduce to under 5x from a combination of
EBITDA growth and debt repayment. The KANA acquisition adds
complementary customer management software to Verint's line of
call center focused software offerings. The customer service
center industry is evolving to include email, chat, social media
capabilities and KANA provides a route for Verint to provide a
fully integrated software solution.

Liquidity is expected to be good based on approximately $270
million of cash and short term investments, expectations of well
over $100 million of free cash flow over the next twelve months
and a portion of a $200 million revolver. The lowering of the
speculative grade liquidity rating to SGL-2 from SGL-1 is based on
the reduction of $100 million of domestic cash as well as reduced
availability under the revolver.

The ratings could be upgraded if Verint is able to successfully
integrate KANA and drive leverage towards 3.75x and free cash flow
to debt of greater than 15%. The ratings could be downgraded if
leverage is expected to be above 5x or free cash flow to debt is
expected to be below 10% on other than a temporary basis.

The following ratings were affirmed:

Outlook Actions:

  Issuer: Verint Systems Inc.

    Outlook, Changed To Stable From Positive

Affirmations:

  Issuer: Verint Systems Inc.

     Probability of Default Rating, Affirmed B1-PD

     Corporate Family Rating, Affirmed B1

SGL Revisions:

  Issuer: Verint Systems Inc.

     Speculative Grade Liquidity Rating, Lowered to SGL-2 from
     SGL-1

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

Verint Systems Inc., headquartered in Melville, NY, is a leading
provider of analytic software and related products for the
workforce optimization and communications and security
intelligence markets. Verint had revenues of $881 million for the
twelve months ended October 31, 2013.


VERITEQ CORP: Identification Technology Meets UDI Legislation
-------------------------------------------------------------
An interview between VeriTeQ Corporation and The RedChip Money
Report was published at http://youtu.be/F-UC5lBp2Ns. During the
interview, VeriTeQ CEO, Scott Silverman, talked about the
Company's medical device identification technology.

"Well, we believe it's the first of a kind identification
technology for medical devices to meet recent legislation, both
here and in the EU in order to identify devices once they go
inside of a body," Mr. Silverman said.  "Sometimes devices stay in
a body, sometimes they come out of a body, and our product, we
believe, is the only one in the world today that has the necessary
clearances to meet what's called the Direct Part Mandate of the
UDI or Unique Device Identification legislation signed into law by
Obama in July of 2012," he adds.

The transcript is available for free at http://is.gd/KlSIt2

                           About VeriteQ

VeriTeQ, formerly known as Digital Angel Corporation, is a
developer and marketer of innovative RFID technologies for
implantable medical device identification and radiation dosimeters
for use in cancer treatment.

The Company's balance sheet at Sept. 30, 2013, showed $7.72
million in total assets, $13 million in total liabilities and a
$5.27 million total stockholders' deficit.

"We are in the development stage, have incurred operating losses
since our inception and we have a working capital deficit of
approximately $2.7 million as of September 30, 2013.  These
factors raise substantial doubt about our ability to continue as a
going concern," the Company said in its quarterly report for the
period ended Sept. 30, 2013.


VERMILLION INC: Eliminates VP Sales and Marketing Position
----------------------------------------------------------
Due to recent changes in the sales and marketing organization of
Vermillion, Inc., the position of vice president of sales and
marketing was eliminated.  As a result, William Creech, vice
president of Sales and Marketing, was terminated without cause
effective Jan. 2, 2014.

Mr. Creech's termination was not the result of any disagreement
with the Company on any matter relating to the Company's
operations, policies or practices.

On Jan. 3, 2014, the Company entered into a short-term consulting
agreement with William Creech, effective on Jan. 6, 2014.
Pursuant to the terms of the consulting agreement, Mr. Creech will
provide consultation to the Company on an as needed basis through
Feb. 5, 2014, at the rate of $135 per hour.

                          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.


VILLAGE AT KNAPP'S: James Doezema Approved as Real Estate Counsel
-----------------------------------------------------------------
The Village At Knapp's Crossing, L.L.C. obtained bankruptcy court
approval to employ James Doezema, Esq., as special purpose
counsel.

As reported in the Troubled Company Reporter on Oct. 22, 2013, the
Debtor needs James Doezema, Esq., as special purpose counsel to
assist it with real estate, property, and collection matters,
regarding the Debtor's Chapter 11 matter and to support the
Debtor's general bankruptcy counsel as needed on issues for which
James Doezema, Esq., does not hold an adverse interest.

Mr. Doezema is a Shareholder of Foster Swift Collins & Smith PC.
Pre-petition, Foster Swift Collins & Smith PC performed legal work
for the Debtor's principal (Steven D. Benner) in connection with
Debtor and for the benefit of the Debtor, as well as for creditors
Steven D. Benner, SD Benner, LLC, and Evergreen Properties.

Foster Swift Collins & Smith PC has an unsecured claim in the
amount of $17,890.23 for legal services provided to the Debtor's
principal in connection with Debtor and for the benefit of the
Debtor, as well as for creditors Steven D. Benner, SD Benner, LLC,
and Evergreen Properties.  However, according to the Debtor,
Foster Swift Collins & Smith PC's pre-petition unsecured claim for
legal services rendered to the Debtor's principal is not adverse
to the legal services James Doezema will be providing to the
Debtor.

               About The Village at Knapp's Crossing

The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales presides over the case.

The Debtor has scheduled $65,109,523 in total assets and
$7,419,217 in total liabilities.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff,
Esq., serve as the Debtor's counsel.  John S. Huizinga CPA serves
as accountants.

In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9,
dropped his bid to convert the Debtor's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

In December 2013, the Debtor filed a plan of reorganization that
proposes to repay claims from funds generated by continued
operations and the possible sale of certain properties of the
Debtor.  A copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Village_At_Knapps_DS.pdf

The U.S. Trustee and creditor First Community Bank filed
objections to the Plan.  The Court will convene a hearing Jan. 15,
2014, at 2:00 p.m., to consider the adequacy of information in the
Disclosure Statement explaining the Debtor's Plan.

FCB is represented by Thomas G. King, Esq., at Kreis, Enderle,
Hudgins & Borsos, P.C.


VILLAGE SERVICES: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Village Services Group, LLC
        P.O. Box 1999
        Pahrump, NV 89041

Case No.: 14-10067

Chapter 11 Petition Date: January 7, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Randy M. Creighton, Esq.
                  BOGATZ LAW GROUP
                  3800 Howard Hughes Pkwy., Ste 1850
                  Las Vegas, NV 89169
                  Tel: (702) 776-7000
                  Fax: (702) 776-7900
                  Email: rcreighton@isbnv.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brock Metzaka, managing member.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-10067.pdf


VIPER POWERSPORTS: Going Concern Doubt, $6MM Loss in 2012
---------------------------------------------------------
Viper Powersports, Inc., last month filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K for the
year ended Dec. 31, 2012.

Hein and Associates LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has suffered losses from operations, its total liabilities
exceed its total assets, and will have limited assets and
operations after the change in the Company?s structure subsequent
to year end.

The Company reported a net loss of $6.11 million on $612,000 of
revenues in 2012, compared with a net loss of $4.17 million on
$165,000 of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $5.54 million
in total assets, $6.28 million in total liabilities, and
stockholders' deficit of $735,322.

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

                       http://is.gd/wJ1e7H

                     About Viper Powersports

Viper Powersports Inc., headquartered in Auburn, Alabama, develops
and produces proprietary premium motorcycle products targeted to
consumers who can afford to purchase upscale luxury products.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $4.4 million on $655,073 of revenue, compared with a net
loss of $3.2 million on $204,901 of revenue for the prior year
period.

The Company's balance sheet at Sept. 30, 2012, showed $4.8 million
in total assets, $4.1 million in total liabilities, and
stockholders' equity of $662,309.

The Company has a positive working capital position of $621,424 as
of Sept. 30, 2012.  "However, future current cash and cash
available may not be sufficient to fund operations beyond a short
period of time," the company said.

                       Going Concern Doubt

Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, Utah,
expressed substantial doubt about Viper Powersports' ability to
continue as a going concern, following their audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred losses from operations, has a liquidity problem, and
requires additional funds for its operational activities.


WAFERGEN BIO-SYSTEMS: Unit Inks Purchase Pact with IntegenX
-----------------------------------------------------------
WaferGen Bio-systems, Inc., through Wafergen, Inc., a wholly owned
subsidiary of the Company ("Wafergen Sub"), entered into an Asset
Purchase Agreement with IntegenX Inc., pursuant to which Wafergen
Sub acquired on Jan. 6, 2014, substantially all of the assets of
the product line of IntegenX used in connection with developing,
marketing, manufacturing, marketing and selling instruments and
reagents relating to library preparation for next generation
sequencing, including the Apollo 324TM instrument and the PrepXTM
reagents.  The purchase price for the Acquired Business was
comprised of:

    (1) a cash payment on the Closing Date of $2 million;

    (2) a $1.25 million secured promissory note;

    (3) up to three earnout payments payable, if at all, in 2015,
        2016 and 2017, respectively; and

    (4) Wafergen Sub's assumption of certain liabilities related
        to the Acquired Business, including, the obligation to
        perform after the Closing Date under contracts included in
        the acquired assets, liabilities of the Acquired Business
        arising and to be performed after the Closing Date, and
        liabilities for certain accrued but unpaid vacation for
        certain employees.

The Note accrues interest at 8.0 percent per year and is payable
in a single payment of principal and accrued interest on the third
anniversary of the Closing Date.  However, if prior to the Note's
maturity, the Company or Wafergen Sub completes an equity offering
yielding net cash proceeds to the Company or Wafergen Sub of at
least $15 million, Wafergen Sub will be required to prepay the
Note within 45 days of the closing of the equity offering.  To
secure Wafergen Sub's obligations under the Note, Wafergen Sub and
Seller entered into a security agreement, pursuant to which
Wafergen Sub granted Seller a security interest in the assets
Wafergen Sub acquired pursuant to the Purchase Agreement.

The Earnout contemplates three earnout payments based on Wafergen
Sub's gross revenues with respect to the Apollo 324TM instrument
and the PrepXTM reagents and other consumables that are designed
for the Apollo 324TM instrument and other products of the Acquired
Business that are existing as of the Closing Date.

A copy of the Purchase Agreement is available for free at:

                        http://is.gd/gflrMS

Directors Quit

Effective Dec. 30, 2013, Timothy Triche, Joseph Pesce, Scott
Davidson and Robert Coradini resigned from the Company's Board of
Directors.  Also effective Dec. 30, 2013, the Board of Directors
approved a decrease in the size of the Company's Board of
Directors from 9 directors to 7 directors and appointed William
McKenzie to fill one of the vacancies on the Board of Directors.
Effective on Jan. 6, 2014, following the closing of the Purchase
Agreement, the Board of Directors appointed Robert Schueren,
Seller's chief executive officer, to fill the remaining vacancy on
the Board of Directors.

William McKenzie has over 25 years of experience building new
businesses in the global life sciences and diagnostics sectors.
Mr. McKenzie has served as vice president and general manager of
Molecular Diagnostics at PerkinElmer since 2010.  He has served in
various roles since joining PerkinElmer since 2005, initially
serving as Business Development Director then Strategic Marketing
Director of Molecular Medicine, then as Global Business Director
of Genetic Screening.  Prior to that, Mr. McKenzie worked for more
than 12 years in positions of increasing responsibility at
Millipore.  Mr. McKenzie holds BS and MS degrees in Biology from
the University of Massachusetts and a Business to Business
Marketing Program from the Kellogg School of Management.

Robert Schueren has held leadership positions in life science and
diagnostic companies for more than two decades.  Since April 2013,
Mr. Schueren has been Seller's chief executive officer and a
member of its board of directors. Previously he was Vice President
and General Manager, Genomics for Agilent Technologies.  Prior to
joining Agilent in 2010, he was the Global Head of Clinical
Biomarkers and Operations, and Deputy Global Head of Molecular
Medicine Labs for Genentech, Inc., a company he joined in 2006.
Mr. Schueren has a BS degree in Pharmacy from Temple University.

Pursuant to the Exchange Agreement dated Aug. 27, 2013, by and
among the Company and the investor parties thereto, Great Point
Partners, LLC, currently is entitled to appoint two directors to
the Company's Board of Directors.  Prior to their resignations,
Mr. Pesce and Mr. Davidson were GPP's appointees to the Board of
Directors.  Both Mr. McKenzie and Mr. Schueren are GPP appointees.

A copy of the Form 8-K as filed with the U.S. Securities and
Exchange Commission is available for free at:

                         http://is.gd/LhlFK2

                      About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

The Company reported a net loss of $8.2 million on $586,000 of
revenue in 2012, net loss of $13.1 million on $523,000 of revenue
in 2011.

As reported in the TCR on April 11, 2013, SingerLewak LLP, in San
Jose, California, expressed substantial doubt about WaferGen Bio-
systems' ability to continue as a going concern, citing the
Company's operating losses and negative cash flows since
inception.

The Company's balance sheet at Sept. 30, 2013, showed $15.75
million in total assets, $5.80 million in total liabilities, $4.02
million in series A and B convertible preference shares of
subsidiary, and $5.93 million in total stockholders' equity.


WEST AIRPORT PALMS: Condo Units to Be Sold at Jan. 17 Auction
-------------------------------------------------------------
A Florida circuit court clerk will sell to the highest and best
bidder for cash on-line at

     http://www.MiamiDade.RealForeclose.com/

at 9:00 a.m. on Jan. 17, 2014, the condominium units of West
Airport Palms Business Park pursuant to an Order or Final Judgment
entered in the case, WAP HOLDINGS LLC Plaintiff(s)/Petitioner(s)
VS. WEST AIRPORT PALMS BUS PARK (LLC), Defendant(s)/Respondent(s),
Civil Action No.: 10039220CA01, pending in the Circuit Court of
the Eleventh Judicial Circuit in and for Miami-Dade County,
Florida.

These units are excluded from the sale: Unit A-1, A-2, A-5, A-10,
A-11, B-6, B-7, C-1, C-2, C-3, C-6, C-7, C-8, C-9, C-16, C-17, C-
18, C-20, C-21, C-26 and D-12.

ANY PERSON CLAIMING AN INTEREST IN THE SURPLUS FROM THE
SALE, IF ANY, OTHER THAN THE PROPERTY OWNER AS OF THE
DATE OF THE LIS PENDENS MUST FILE A CLAIM WITHIN 60 DAYS
AFTER THE SALE.

Harvey Ruvin is the Circuit Court Clerk and Veverly Lewis-James is
the Deputy Clerk.

Lawyers at Berger Singerman LLP represents WAP Holdings.


WESTWOOD PLAZA: Case Summary & 11 Unsecured Creditors
-----------------------------------------------------
Debtor: Westwood Plaza LLC
        1705 S. 42nd Street
        West Des Moines, IA 50265

Case No.: 14-00020

Chapter 11 Petition Date: January 7, 2014

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Hon. Lee M. Jackwig

Debtor's Counsel: Robert C Gainer, Esq.
                  CUTLER LAW FIRM
                  1307 50th Street
                  West Des Moines, IA 50266
                  Tel: (515) 223-6600
                  Fax: (515) 223-6787
                  Email: rgainer@cutlerfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Arun Kalra, managing member.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/iasb14-20.pdf


WILLOW CREEK: Files for Chapter 11 in Las Vegas
-----------------------------------------------
Willow Creek San Martin Building LLC sought Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 14-10041) in Las Vegas, on
Jan. 5, 2014.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated $10 million to $50 million in assets and
debt.

According to the docket, the deadline to file claims is May 7,
2014.

There's a meeting of creditors under 11 U.S.C. Sec. 341(a) on
Feb 6, 2014.

The Debtor is represented by Ogonna M. Atamoh, Esq., in Las Vegas.


WSG PEMBROKE: Real Property to Be Sold at Feb. 11 Online Auction
----------------------------------------------------------------
A Broward County court clerk will sell to the highest and best
bidder for cash on-line at http://www.broward.realforeclose.com/
at 10:00 a.m. on Feb. 11, 2014, the real and personal property
located in Broward County owned by WSG Pembroke LP.

Any person claiming an interest in the surplus from the sale, if
any, other than the property owner as of the date of the lis
pendens, must file a claim within 60 days after the sale.

Howard C. Forman is the Clerk of the Court making the sale.

The case is, LBCMT 2007-C3 PINES BOULEVARD, LLC, a Florida
limited liability company, Plaintiff, vs. WSG PEMBROKE LP, a
Delaware limited partnership, ERIC D. SHEPPARD, an individual and
PHILIP WOLMAN, an individual, Defendants, Case No. CACE 11-016806
(21), before the Circuit Court of the 17th Judicial Circuit, in
and for Broward County, Florida.

LBCMT 2007-C3 PINES BOULEVARD, LLC, is represented by:

     Adam F. Haimo, Esq.
     Enza G. Boderone, Esq.
     Jessica Silver, Esq.
     BILZIN SUMBERG BAENA PRICE & AXELROD LLP
     1450 Brickell Avenue, Suite 2300
     Miami, FL 33131
     Telephone: 305-374-7580
     Facsimile: 305-374-7593
     E-mail: ahaimo@bilzin.com
             jsilver@bilzin.com
             eboderone@bilzin.com
             hrodriguez@bilzin.com
             eservice@bilzin.com


ZBB ENERGY: NYSE MKT Accepts Listing Standard Compliance Plan
-------------------------------------------------------------
ZBB Energy Corporation on Jan. 7 disclosed that the NYSE MKT has
accepted its compliance plan for continued listing.  As previously
reported, on October 8, 2013, the Company received notice from the
Exchange staff indicating that the Company was not in compliance
with the Exchange's continued listing standards contained in
Sections 1003(a)(ii), 1003(a)(iii) and 1003(a)(iv) of the NYSE MKT
Company Guide.

The Exchange also notified ZBB that if the Company did not address
the low selling price of its common stock, either through a
reverse stock split or other action, within a reasonable amount of
time after October 14, 2013, then ZBB would have become subject to
additional procedures and requirements under the Exchange's
Company Guide.  Accordingly, the Company effected a one-for-five
reverse stock split on October 31, 2013 to address the low selling
price of its common stock.  As previously reported, at the 2012
Annual Meeting of Shareholders, the Company's shareholders
approved a proposal that gave the Board of Directors the authority
to effect a reverse stock split in its discretion.

The notice provided that the Company should submit a plan that
would reestablish compliance with the listing requirements.
On November 14, 2013 the Company submitted a plan designed to
reestablish compliance with the Exchange's continued listing
standards.

On December 31, 2013, the Exchange staff notified the Company that
it had accepted the Company's compliance plan and granted the
Company an extension until April 15, 2015, to regain compliance
with the minimum stockholders' equity continued listing standards.
In addition, the Exchange notified the Company that ZBB has made a
reasonable demonstration of its ability to make substantial
progress toward regaining compliance with Section 1003(a)(iv) by
February 14, 2014.  Failure to make progress consistent with the
plan or to regain compliance with the continued listing standards
by the end of the applicable extension periods could result in the
Company's shares being delisted from the Exchange.  The Company
will be able to continue its listing during the plan period
pursuant to the extension and will be subject to periodic review
by the Exchange staff.

On December 17, 2013, the Company announced it entered into a new
product development partnership and expanded license agreement
with Lotte Chemical.  Under the terms of the strategic
partnership, Lotte will acquire an expanded non-exclusive license
to sell the Company's zinc-bromide continuous flow battery
globally with the exception of the United States and China.  In
addition, ZBB Energy and Lotte entered into a new research
development agreement.  The next generation 500kWh battery
represents a tenfold increase in storage capabilities relative to
the current ZBB EnerStore(R) 50kWh product.  With the signing of
these agreements, ZBB realizes a substantial improvement in their
cash position, as well as longer term opportunities for additional
revenues and cash flow.  With the additional cash flow resulting
from these agreements, ZBB expects sufficient capital to fund
operations through at least fiscal year 2014, and ongoing
contributions to the Company's operating capital throughout most
of fiscal year 2015.

Eric Apfelbach, the Company's President and Chief Executive
Officer, said, "We are executing on our plan, including the
actions that we already completed, and believe the successful
execution of this plan will enable us to regain compliance with
the Exchange's listing standards.  An integral portion of our plan
includes an equity financing, which we will execute at the optimal
time for the Company."

                   About ZBB Energy Corporation

ZBB Energy Corporation (nyse mkt:ZBB) -- http://www.zbbenergy.com
-- designs, develops, and manufactures advanced energy storage,
power electronic systems, and engineered custom and semi-custom
products targeted at the growing global need for distributed
renewable energy, energy efficiency, power quality, and grid
modernization.  ZBB's corporate offices, engineering and
development, and production facilities are located in Menomonee
Falls, WI, USA with a research facility also located in Perth,
Western Australia.


* Lowenstein Sandler Elects Five New Partners
---------------------------------------------
Lowenstein Sandler LLP on Jan. 8 disclosed that it has elected
five new partners, effective January 1, 2014.  Reflecting the
growth and strength of the firm's strategic core services, the new
partners are members of the Employee Benefits and Executive
Compensation, Specialty Finance, Bankruptcy, Intellectual Property
and Tech practice groups.

"It is our genuine pleasure to recognize these Lowenstein Sandler
colleagues as new partners," said Gary M. Wingens, Lowenstein
Sandler Chairman and Managing Partner.  "Our lawyers are
characterized by their dedication to helping clients achieve their
legal and business objectives, and these talented attorneys have
demonstrated significant drive, entrepreneurial zeal and creative
thinking in the service of our clients as well as the communities
where we live and work.  We look forward to their future
contributions to our clients and the firm."

The following attorneys have been elected to the partnership:

   -- Brooke Gillar, a partner in the Specialty Finance Group

   -- Kevin Grange, a partner in the Tech Group and registered
      patent attorney

   -- Mark Holdsworth, a partner in the Employee Benefits and
      Executive Compensation Group

   -- Wojciech Jung, a partner in the Bankruptcy, Financial
      Reorganization & Creditors' Rights Group

   -- Eric Weiner, a partner in the Tech Group

                   About Lowenstein Sandler LLP

Lowenstein Sandler LLP is a provider of transactional, litigation,
and bankruptcy and creditors' rights legal services to many of the
country's top companies and funds.  Close to 300 lawyers in the
firm's New York, New Jersey and California offices immerse
themselves in our clients' industries in order to deeply
understand their businesses.


* Mark Manski Joins Development Specialists' New York Office
------------------------------------------------------------
Development Specialists, Inc., a management consulting and
financial advisory services firm, on Jan. 8 disclosed that
Mark Manski, a well-respected restructuring professional, has
joined the firm's New York office.  He joins DSI's senior
management team, noted for its breadth of expertise and experience
in financial, accounting, legal and regulatory client services.
Mr. Manski will report directly to DSI President Bill Brandt.

With the addition of Mr. Manski, DSI, a firm that pioneered the
turnaround industry, strengthens its commitment to counsel its
wide range of clients throughout North America, Europe and Asia
with experienced business advisory guidance, bankruptcy procedure
knowledge, credit risk and extensive portfolio analysis.

"Mark brings to DSI a tremendous skill set that uniquely
complements the diverse background of our executives and provides
our clients with an accomplished industry veteran who can navigate
clearly through the complex and complicated issues our clients
face," said Bill Brandt.  "We welcome Mark to DSI and know he will
continue the firm's rich tradition of providing our clients with
unparalleled service that has defined the firm since its founding
almost four decades ago."

"It is an honor to join such a distinguished team of professionals
who have established a reputation and level of success that is
unprecedented in the industry," said Mr. Manski.  "DSI has long
been regarded as a leader in our business and I look forward to
continuing this tradition and providing our clients with the
highest level of service."

With more than three decades of experience, Mr. Manski has held
senior positions at some of the most prestigious firms in the
restructuring business.  He spent more than ten years at Barclays
Capital where he served in a variety of senior management
positions including head of the bank's US workout team Chief
Credit Risk and Restructuring Officer for the $11 billion
distressed US real estate portfolio.  Previously he served three
years as a shareholder in the Business Reorganization & Financial
Restructuring Practice at Greenberg Traurig and was a founder of
the consulting firm RoundHill Group, which specialized in
providing strategic, operational, managerial and financial
advisory services.  Mr. Manski has served on the boards of a
number of companies including Tower Records and the Grand Union
Company while also serving the management of other well-known
concerns, such as Archstone, through membership on Advisory
Committees.

               About Development Specialists, Inc.

DSI -- http://dsi.biz/-- is a provider of management consulting
and financial advisory services, which include turnaround
consulting, fiduciary roles, financial restructuring, litigation
support, wind-down oversight and forensic accounting services.
DSI's client-range of business owners, corporate boards of
directors, financial services institutions, secured lenders,
bondholders, unsecured creditors and creditor committees draw on
the firm's broad spectrum of business services and expertise, all
of which have established DSI's reputation as an industry leader
in corporate restructuring.  DSI has offices in New York, Chicago,
Los Angeles, San Francisco, Miami, Philadelphia, Columbus, and
London.


* Otterbourg, Steindler Changes Name to Otterbourg P.C.
-------------------------------------------------------
Otterbourg, Steindler, Houston & Rosen, P.C., the New York based
law firm best known for its representation of major financial
institutions, creditors and other businesses, both within the
United States and internationally, has changed its name to
Otterbourg P.C.  The firm, founded in 1909, has streamlined its
name as it completes a wide-reaching rebranding that includes a
new logo, a redesigned website, and totally renovated offices on
two floors at 230 Park Avenue.  The rebranding represents a
combination of the firm's tradition of excellence with a modern
focus on initiatives to enhance client service.

"We are proud of the reputation that Otterbourg has developed over
the years in the financial and business community.  Consistent
with that reputation, we want to demonstrate our continuing
efforts to best position the firm to meet our clients' changing
needs," said Otterbourg Chairman, Daniel Wallen.  "Our ability to
adapt is reflected in the decades-long relationships we maintain
with many of our clients.  Now, it is also reflected in our new
name and logo and the exciting space we have created in an iconic
New York City building that combines historical offices with
modern design and technology.  As we move forward in the firm's
second century, we continue to provide our clients with the
highest quality legal work and unparalleled service."

The new logo, intertwined royal blue ovals forming the letter "O",
illustrates the essential values the firm has held since its
founding, including excellence, continuity, teamwork and
creativity.  Otterbourg's commitment to these core values has
enabled the firm to establish itself as trusted legal counsel to
business leaders in its practice areas of banking and finance,
litigation and alternative dispute resolution, creditors' rights
and insolvency, corporate and real estate work.

The complete renovation of the Otterbourg offices was done in
connection with the signing of a 15-year lease extension at 230
Park Avenue (a landmarked building also known as the New York
Central Building), which has been the firm's home for more than
four decades.  The new 45,000-square-foot space on floors 29 and
30 includes completely updated technology that will facilitate the
firm's ability to provide client service at the highest level.
The renovated space captures unique views of Park Avenue and
combines crisp 21st century architecture with historic wood
paneling dating back to 1929, when executives from The New York
Central Railroad occupied the space.  Studios Architecture and
John Francis Borrelli Architect, P.C. collaborated on the design
of the renovated space.

                      About Otterbourg P.C.

Otterbourg P.C. offers clients a unique combination of legal
insight and practical solutions and is known for its integrity,
stability and business knowledge.  The firm regularly represents
clients in matters of national and international scope, including
institutional lenders and creditors such as banks, asset-based
lenders, hedge funds and private equity firms.  The firm's
practice includes domestic and cross-border financings, litigation
and alternative dispute resolutions, restructuring and bankruptcy
proceedings, mergers and acquisitions and other corporate
transactions, real estate and trusts and estates.


* Stroock & Stroock & Lavan Names Three New Partners
----------------------------------------------------
Stroock & Stroock & Lavan LLP, a national law firm with offices in
New York, Los Angeles, Miami and Washington, DC, named three new
partners, effective January 1, 2014.

"These are all exceptional attorneys, both in terms of their legal
skills and their dedication to client service," said Alan M.
Klinger, Stroock's co-managing partner.  "We are confident that
they will continue to contribute to our firm's growth in the years
ahead."

The new partners are:

Sayan Bhattacharyya, (Partner - Financial Restructuring, New York)
Mr. Bhattacharyya focuses on corporate and financial restructuring
and regularly represents ad hoc committees of bondholders and bank
lenders, official committees of unsecured creditors, debtors,
individual creditors, acquirers, DIP lenders, equity holders,
indenture trustees and bank agents in bankruptcy proceedings, out-
of-court restructurings and default scenarios.  He represents
hedge funds, private equity funds, banks and large institutional
investors in in-court and out-of-court restructuring scenarios.
He also advises these clients on the development and
implementation of distressed investment strategies.
Mr. Bhattacharyya received his J.D. from Columbia Law School and
his B.A. from Columbia College.

Jordan M. Rosenbaum (Partner - Corporate, New York)
Mr. Rosenbaum's corporate practice focuses on capital markets and
securities, corporate governance, mergers and acquisitions,
private and public securities offerings, corporate reorganizations
and general corporate law.  He regularly advises companies and
boards of directors on corporate governance and regulatory
matters.  Mr. Rosenbaum's experience has included representing
healthcare, insurance, technology, software and industrial
companies, an independent oil refiner, a REIT and other real
estate investment firms, as well as private equity and hedge
funds.  Mr. Rosenbaum received his J.D. from New York University
School of Law and his B.A. from Columbia College.

Ira K. Teicher (Partner - Real Estate, Miami) Mr. Teicher
represents developers as well as institutional and non-
institutional investors in commercial real estate matters
throughout the United States, including the acquisition,
disposition, development, management and financing of commercial,
residential, retail, industrial and mixed-use properties.  He also
represents hedge funds, pension funds and other real estate
opportunity funds in connection with joint ventures related to the
acquisition and development of real estate assets.  Mr. Teicher
received his J.D. from Columbia Law School and his B.A. from
Columbia College.

Mr. Bhattacharyya and Mr. Rosenbaum were previously associates.
Mr. Teicher was previously a special counsel.

Stroock & Stroock & Lavan LLP -- http://www.stroock.com--
provides transactional and litigation guidance to leading
multinational corporations, financial institutions, investment
banks and private equity firms in the U.S. and abroad.  Stroock's
practice areas include capital markets/securities, commercial
finance, mergers and acquisitions and joint ventures, private
equity, private funds, derivatives and commodities, employment law
and benefits, energy and project finance, entertainment,
environmental law, financial restructuring, financial services
litigation, government relations, insurance, intellectual
property, investment management, litigation, national security,
personal client services, real estate, structured finance and tax.


* Wientraub Tobin & Waldron & Bragg Law Firms Merge
---------------------------------------------------
Weintraub Tobin Chediak Coleman Grodin Law Corporation and Waldron
& Bragg, a professional corporation, have jointly announced the
merger of their business law and litigation firms.  The combined
firm will be named Weintraub Tobin Chediak Coleman Grodin and have
offices in Sacramento, Calif., San Francisco, Calif., Beverly
Hills, Calif., and Newport Beach, Calif.  With more than 70
attorneys, the firm will continue to focus on corporate,
litigation, entertainment, banking and finance, real estate, labor
and employment, intellectual property, tax, trusts and estate
planning, fiduciary abuse, and bankruptcy, among other areas.

"Dating back to 2010, our goal has been to grow to a state-wide
firm that provides exceptional service to dynamic and growing
companies throughout California.  In keeping with our strategy, we
have been open to growing in our current markets of Sacramento,
San Francisco and Beverly Hills as well as looking at new areas
that match the needs of our clients." said Michael Kvarme,
Weintraub's managing shareholder.  "Waldron & Bragg has a
significant litigation practice and an exceptional reputation for
their trial experience that will be an excellent addition to our
existing practice.  The combination of our firms represents our
shared commitment to continually provide the highest quality legal
services to our clients."

"We are very pleased to know that the firm is available to our
Plan directors, and members, throughout the entire state of
California." said long-time firm client, Rick Floyd, Plan
Administrator for the California Law Enforcement Association,
California Association of Professional Firefighters, and National
Peace Officers and Firefighter's Benefit Association.  "Weintraub
has served the legal needs of California Firefighters and Peace
Officers since 1984.  The firm's recent expansion into Orange
County will have a very positive impact on our 45,000
participating members state-wide and specifically more than 2,000
firefighters and peace officer members within the area."

"Our clients have a need for expanded legal expertise in areas
that Waldron & Bragg currently does not offer, and Weintraub
brings these capabilities to the table with exceptional
attorneys," said Gary Waldron, shareholder at Waldron & Bragg.
"Weintraub is unique in that it provides the breadth and depth of
services found at larger firms while providing the personal
touches and responsiveness of a smaller one.  This commitment to
clients and service are at the core of each of our firms and will
only make us stronger as one firm moving forward," said Sherry
Bragg, managing shareholder at Waldron & Bragg.

The firm's executive committee will increase to six members as of
Jan.1, 2014 and will include Chris Chediak (Sacramento), Gary
Bradus (Sacramento), Ed Corey (Sacramento), Paul Gaspari (San
Francisco), Marvin Gelfand (Beverly Hills) and Bragg (Newport
Beach), with Kvarme continuing to serve as the combined firm's
managing shareholder based out of Sacramento.

With headquarters in the California state capitol and offices in
San Francisco, Beverly Hills and Newport Beach, the firm of
Weintraub Tobin -- http://www.weintraub.com-- combines its shared
vision and pledges to be an innovative provider of sophisticated
legal services to dynamic businesses and business owners, as well
as non-profits and individuals with litigation and business needs.
The firm continues its long-time and strong support of the
communities in which its attorneys live and work.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Reese Jones
   Bankr. N.D. Cal. Case No. 13-32711
      Chapter 11 Petition filed December 31, 2013

In re Albert Buse
   Bankr. M.D. Fla. Case No. 13-15559
      Chapter 11 Petition filed December 31, 2013

In re Kareem Boschetti
   Bankr. S.D. Fla. Case No. 13-40676
      Chapter 11 Petition filed December 31, 2013

In re John Carter
   Bankr. S.D. Fla. Case No. 13-40682
      Chapter 11 Petition filed December 31, 2013

In re Gregory Glover
   Bankr. S.D. Ga. Case No. 13-12445
      Chapter 11 Petition filed December 31, 2013

In re Childrens Academy of Learning, Inc.
   Bankr. N.D. Ill. Case No. 13-49523
     Chapter 11 Petition filed December 31, 2013
         See http://bankrupt.com/misc/ilnb13-49523.pdf
         represented by: Forrest L. Ingram, Esq.
                         FORREST L. INGRAM, P.C.
                         E-mail: fingram@fingramlaw.com

In re DD Freed Trucking, Inc.
   Bankr. D. Md. Case No. 13-31666
     Chapter 11 Petition filed December 31, 2013
         See http://bankrupt.com/misc/mdb13-31666.pdf
         represented by: Richard B. Rosenblatt, Esq.
                         THE LAW OFFICES OF RICHARD B. ROSENBLATT
                         E-mail: rbrbankruptcy@gmail.com

In re Emil Rogers
   Bankr. D. Nev. Case No. 13-20738
      Chapter 11 Petition filed December 31, 2013

In re John Mavroudis
   Bankr. D.N.J. Case No. 13-38118
      Chapter 11 Petition filed December 31, 2013

In re Fasima Corp.
        dba Funeraria Valle
   Bankr. D.P.R. Case No. 13-11032
     Chapter 11 Petition filed December 31, 2013
         See http://bankrupt.com/misc/prb13-11032.pdf
         represented by: Hector Eduardo Pedrosa Luna, Esq.
                         THE LAW OFFICES OF HECTOR EDUARDO PEDROSA
LUNA
                         E-mail: hectorpedrosa@gmail.com

In re David Rushton
   Bankr. D. Utah Case No. 13-34351
      Chapter 11 Petition filed December 31, 2013

In re Johnny Clark Trucking LLC
   Bankr. S.D. W.Va. Case No. 13-20659
     Chapter 11 Petition filed December 31, 2013
         See http://bankrupt.com/misc/wvsb13-20659.pdf
         represented by: Joseph W. Caldwell, Esq.
                         CALDWELL & RIFFEE
                         E-mail: joecaldwell@frontier.com
In re Alejandro Robles
   Bankr. S.D. Fla. Case No. 14-10001
      Chapter 11 Petition filed January 1, 2014

In re Terra-Ex Land Group, LLC
   Bankr. W.D. Wash. Case No. 14-10003
     Chapter 11 Petition filed January 1, 2014
         See http://bankrupt.com/misc/wawb14-10003.pdf
         represented by: J J. Sandlin, Esq.
                         SANDLIN LAW FIRM
                         E-mail: sandlinlaw@msn.com
In re Jennifer Harwood
   Bankr. D. Ariz. Case No. 14-00010
      Chapter 11 Petition filed January 2, 2014

In re Patrick Sweeney
   Bankr. C.D. Cal. Case No. 14-10024
      Chapter 11 Petition filed January 2, 2014

In re Guy Matthew, Inc.
   Bankr. C.D. Cal. Case No. 14-10028
     Chapter 11 Petition filed January 2, 2014
         See http://bankrupt.com/misc/cacb14-10028.pdf
         represented by: Paul M. Brent, Esq.
                         STEINBERG NUTTER & BRENT, LAW CORP.
                         E-mail: snb300@aol.com

In re George Acosta
   Bankr. C.D. Cal. Case No. 14-10044
      Chapter 11 Petition filed January 2, 2014

In re Beruz Jalili
        aka Tony Jalili
   Bankr. N.D. Cal. Case No. 14-40005
     Chapter 11 Petition filed January 2, 2014
         See http://bankrupt.com/misc/canb14-40005.pdf
         represented by: Eric M. Boeing, Esq.
                         BOEING LAW OFFICES
                         E-mail: eboeing@boeinglaw.com

In re Beruz Jalili
   Bankr. N.D. Cal. Case No. 14-40005
      Chapter 11 Petition filed January 2, 2014

In re Steven Jensen
   Bankr. M.D. Fla. Case No. 14-00005
      Chapter 11 Petition filed January 2, 2014

In re The Estate of Folusho Oladeinde
   Bankr. N.D. Ga. Case No. 14-50059
     Chapter 11 Petition filed January 2, 2014
         See http://bankrupt.com/misc/ganb14-50059.pdf
         represented by: Kenneth Mitchell, Esq.
                         GIDDENS, MITCHELL & ASSOCIATES, P.C.
                         E-mail: kmitchell@gdmpclaw.com

In re Randy VanSickle
   Bankr. D. Kans. Case No. 14-20003
      Chapter 11 Petition filed January 2, 2014

In re Ligia Garro
   Bankr. D. Md. Case No. 14-10049
      Chapter 11 Petition filed January 2, 2014

In re Martin Coleman
   Bankr. D. Mass. Case No. 14-10009
      Chapter 11 Petition filed January 2, 2014

In re Ronald Oldham
   Bankr. E.D.N.C. Case No. 14-00024
      Chapter 11 Petition filed January 2, 2014

In re James Dallis
   Bankr. M.D.N.C. Case No. 14-50003
      Chapter 11 Petition filed January 2, 2014

In re CED Ventures, LLC
   Bankr. W.D. Pa. Case No. 14-20003
     Chapter 11 Petition filed January 2, 2014
         See http://bankrupt.com/misc/pawb14-20003.pdf
         represented by: Paul W. McElrath, Jr., Esq.
                         MCELRATH LEGAL HOLDINGS, LLC
                         E-mail: ecf@debt-be-gone.com

In re Natalia Zavodchikov
   Bankr. W.D. Pa. Case No. 14-20014
      Chapter 11 Petition filed January 2, 2014
In re Claude Brouillard
   Bankr. D. Conn. Case No. 14-20010
      Chapter 11 Petition filed January 3, 2014

In re John Anderson
   Bankr. D. Nebr. Case No. 14-80009
      Chapter 11 Petition filed January 3, 2014

In re Ollie Faison
   Bankr. E.D.N.C. Case No. 14-00073
      Chapter 11 Petition filed January 3, 2014

In re Weebsworld, Inc.
   Bankr. E.D. Va. Case No. 14-30018
     Chapter 11 Petition filed January 3, 2014
         See http://bankrupt.com/misc/vaeb14-30018.pdf
         represented by: Roy M. Terry, Jr., Esq.
                         SANDS ANDERSON, P.C.
                         E-mail: rterry@sandsanderson.com
In re Benchmark Concrete Company, Inc.
   Bankr. D. Ariz. Case No. 14-00110
     Chapter 11 Petition filed January 5, 2014
         See http://bankrupt.com/misc/azb14-00110.pdf
         represented by: Charles R. Hyde, Esq.
                         LAW OFFICES OF C.R. HYDE
                         E-mail: crhyde@gmail.com

In re Shazad Berenjian
   Bankr. S.D. Cal. Case No. 14-00050
      Chapter 11 Petition filed January 5, 2014

In re Carmen Rivera
   Bankr. D. Md. Case No. 14-10124
      Chapter 11 Petition filed January 5, 2014
In re Sos Arutyunyan
   Bankr. C.D. Cal. Case No. 14-10079
      Chapter 11 Petition filed January 6, 2014

In re Hamid Mirkooshesh
   Bankr. N.D. Cal. Case No. 14-30017
      Chapter 11 Petition filed January 6, 2014

In re Joseph Malfitano
   Bankr. N.D. Cal. Case No. 14-40050
      Chapter 11 Petition filed January 6, 2014

In re G. K.'S Gym, Inc.
        dba GK Gymnastics
   Bankr. D. Colo. Case No. 14-10101
     Chapter 11 Petition filed January 6, 2014
         See http://bankrupt.com/misc/cob14-10101.pdf
         represented by: Gregory S. Bell, Esq.
                         BELL, GOULD & SCOTT, P.C.
                         E-mail: lfirnett@bell-law.com

In re 23 Raccio Park LLC
        aka Twenty Three Raccio Park LLC
   Bankr. D. Conn. Case No. 14-30010
     Chapter 11 Petition filed January 6, 2014
         See http://bankrupt.com/misc/ctb14-30010(1).pdf
         See http://bankrupt.com/misc/ctb14-30010(2).pdf
         Filed Pro Se

In re Stephen Brewster
   Bankr. N.D. Ga. Case No. 14-40039
      Chapter 11 Petition filed January 6, 2014

In re Jeffrey Brooks
   Bankr. S.D. Fla. Case No. 14-10183
      Chapter 11 Petition filed January 6, 2014

In re Juliette Payen
   Bankr. S.D. Fla. Case No. 14-10227
      Chapter 11 Petition filed January 6, 2014

In re Urmila Patel
   Bankr. N.D. Ga. Case No. 14-20052
      Chapter 11 Petition filed January 6, 2014

In re Herman Talmadge
   Bankr. N.D. Ga. Case No. 14-50312
      Chapter 11 Petition filed January 6, 2014

In re Connie Pilgrim
   Bankr. N.D. Ga. Case No. 14-50514
      Chapter 11 Petition filed January 6, 2014

In re Carlos Gascot Cuadrado
   Bankr. D. Md. Case No. 14-00048
      Chapter 11 Petition filed January 6, 2014

In re Patrick Gates
   Bankr. D. Md. Case No. 14-10182
      Chapter 11 Petition filed January 6, 2014

In re Efraim Sasi
   Bankr. D. Md. Case No. 14-10188
      Chapter 11 Petition filed January 6, 2014

In re 10 Holten Street Realty Trust, II
   Bankr. D. Mass. Case No. 14-10014
     Chapter 11 Petition filed January 6, 2014
         See http://bankrupt.com/misc/mab14-10014.pdf
         represented by: Michael Goldstein, Esq.
                         THE PHILLIPS LAW OFFICES, LLC
                         E-mail: info@goldsteinandclegglaw.com

In re Franklyn & Hayden, Inc.
   Bankr. D.N.J. Case No. 14-10132
     Chapter 11 Petition filed January 6, 2014
         See http://bankrupt.com/misc/njb14-10132.pdf
         Filed Pro Se

In re Garrett Morgan
   Bankr. E.D.N.Y. Case No. 14-70025
      Chapter 11 Petition filed January 6, 2014

In re Defense Solutions, LLC
   Bankr. E.D. Pa. Case No. 14-10074
     Chapter 11 Petition filed January 6, 2014
         See http://bankrupt.com/misc/paeb14-10074.pdf
         represented by: Jeffrey D. Servin, Esq.
                         E-mail: jdservin@comcast.net

In re Plantation Alliance, LLC
   Bankr. D. S.C. Case No. 14-00104
     Chapter 11 Petition filed January 6, 2014
         See http://bankrupt.com/misc/scb14-00104.pdf
         represented by: Scott J. Klosinski, Esq.
                         KLOSINSKI OVERSTREET, LLP
                         E-mail: sjk@klosinski.com

In re Canda Vinson
   Bankr. E.D. Tex. Case No. 14-60017
      Chapter 11 Petition filed January 6, 2014

In re Christopher LeBlanc
   Bankr. N.D. Tex. Case No. 14-30130
      Chapter 11 Petition filed January 6, 2014

In re Jordan 2 Properties, LLC
        aka Jordan Squared, LLC
            J&B Properties
   Bankr. N.D. Tex. Case No. 14-50001
     Chapter 11 Petition filed January 6, 2014
         See http://bankrupt.com/misc/txnb14-50001.pdf
         represented by: Max Ralph Tarbox, Esq.
                         TARBOX LAW, P.C.
                         E-mail: meredith@tarboxlaw.com

In re Seve Malone
   Bankr. S.D. Tex. Case No. 14-20013
      Chapter 11 Petition filed January 6, 2014

In re Property Investment Central Inc.
   Bankr. S.D. Tex. Case No. 14-30135
     Chapter 11 Petition filed January 6, 2014
         See http://bankrupt.com/misc/txsb14-30135.pdf
         Filed Pro Se

In re Ssambak, Inc.
   Bankr. E.D. Va. Case No. 14-10042
     Chapter 11 Petition filed January 6, 2014
         See http://bankrupt.com/misc/vaeb14-10042.pdf
         represented by: Joelle Erica Gotwals, Esq.
                         THE METROPOLITAN LAW GROUP
                         E-mail: jgotwals@metlawgrp.com



                            *********

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 ***