TCR_Public/140114.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, January 14, 2014, Vol. 18, No. 13


                            Headlines

1650473 ONTARIO: Scrapmen & Boparai Goes Into Receivership
22ND CENTURY: Hal Mintz Has 3.3% Equity Stake as of Dec. 31
ALLENS INC: Court Grants Final Approval of $119MM BofA Loan
ALLIED SYSTEMS: To Have Retired Employees Committee
ALLY FINANCIAL: Declares Dividends on Preferred Stock

AMERICAN AIRLINES: US Airways Bags a Rival, at a High Price
AMERIGO ENERGY: Reports Potential Acquisitions and Investments
APPLIED SYSTEMS: Moody's Assigns 'B3' Corporate Family Rating
APPLIED MINERALS: Director Evan Stone Quits to Join New Firm
AVSC HOLDING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable

BATS GLOBAL: Moody's Assigns 'B1' CFR & Alters Outlook to Stable
BERRY PLASTICS: Inks $1.1-Bil. Loan Agreement with Credit Suisse
BIOZONE PHARMACEUTICALS: Unit Completes Merger with Cocrystal
BLACK CAT, LOS GATOS: Store Closing, Liquidation Sale Begins
BLOCKBUSTER INC: Raleigh's Last Store Closes

CDFI PHASE: Fitch Ups Rating on 2005B Subordinate Bonds From BB+
CEDAR RIVER DEV'T: Foreclosure Auction Postponed Until Feb. 21
CENTURY PLAZA: May Consent to Release Agreement Over Mall
CHARTER COMMUNICATIONS: Makes $37.4B Offer for Time Warner Cable
CHRYSLER GROUP: S&P Lifts CCR to 'BB-' on Core Status to Parent

COLLEGE WAY: Jan 15 Hearing on Request to Use ECP College's Cash
COLLEGE WAY: Files Schedules of Assets and Liabilities
COMARCO INC: VP and Chief Accounting Officer Resigns
COMMUNICATION INTELLIGENCE: Sells $2.1 Million Units
COMPREHENSIVE CARE: Ramon Martinez Named President

CONSTAR INTERNATIONAL: Has Feb. 6 Auction for U.S. Assets
DETROIT, MI: Foundations Pledge $330 Million in Assistance
DETROIT, MI: Retirees' Committee Sues Over Benefits Cuts
DIOCESE OF STOCKTON, CA: To Seek Ch. 11 Bankruptcy Wednesday
DOLAN CO: Amends Credit Agreement Amid Restructuring Talks

DOLPHIN BAY: Jan. 14 Final Hearing on Bid to Use Cash Collateral
EDISON MISSION: Seeks to Terminate Retirees' Health Benefits
EXCELLIUM INC: Changes Name to "XL-ID Solutions Inc."
EXIDE TECHNOLOGIES: Creditors' Panel Taps Geosyntec as Consultants
FAIRMONT GENERAL: Court Signs Consent Order Over Series 2008 Bonds

FIAT SPA: S&P Affirms 'BB-' LT CCR Over Chrysler Takeover
FIRST DATA: Sells $725 Million Additional 11.75% Senior Notes
FRED'S INC: Poor Holiday Results Point to Retailer's Sale
FREE HORIZON: Fitch Withdraws 'BB-' Rating on $6.3-Mil. Bonds
GENERAL MOTORS: 'Closest It Has Ever Been' to Reinstating Dividend

GLOBAL AVIATION: World Airways Fails to Reach Deal with Teamsters
GMG CAPITAL: Files Schedules of Assets and Liabilities
GMG CAPITAL: Olshan Frome Approved as Bankruptcy Counsel
GMX RESOURCES: U.S. Trustee Objects to Confirmation of Plan
GREENESTONE HEALTHCARE: Amends FY 2012 Report

HOG BROTHERS: Central Railroad Company Suit Goes to Trial
HOSPITALITY STAFFING: Conway Mackenzie Approved to Provide CRO
HOSPITALITY STAFFING: Epiq Approved as Administrative Advisor
HOSPITALITY STAFFING: Files Schedules of Assets and Liabilities
HOSPITALITY STAFFING: Saul Ewing Okayed as Bankruptcy Counsel

IDB HOLDING: G. Willi-Food Announces Repayment of Convertible Loan
ILG INC: Case Summary & 20 Largest Unsecured Creditors
IRONSTONE GROUP: Burr Pilger Replaces Madsen as Accountants
JACKSONVILLE BANCORP: Directors Bill Klich, Terrie Spiro Resign
LANDAUER HEALTHCARE: Balks at Rival's Motion to Litigate NY Suit

LIGHTSQUARED INC: Hearing Focuses on Dish Maneuvers
LIME ENERGY: Grants $70,000 Cash Bonuses to CEO and CFO
LONE PINE: Bankruptcy Court Approves Restructuring Plan
MERRIMACK PHARMACEUTICALS: Credit Suisse Owns Less Than 1% Stake
MOBILESMITH INC: Issues 1.4 Million Common Shares to Grasford

NGPL PIPECO: Moody's Lowers Corporate Family Rating to 'B3'
NII HOLDINGS: S&P Lowers CCR to 'CCC+' on Weak Finc'l. Performance
NPS PHARMACEUTICALS: Expects $31.5-Mil. Global Sales for 2013
NUSTAR PIPE: Fitch Affirms B+ Rating on Jr. Subordinated Notes
OPPENHEIMER PARTNERS: Bankruptcy Case Administratively Closed

OVERSEAS SHIPHOLDING: Inks Deal to Resolve Deutsche Bank Claims
OVERSEAS SHIPHOLDING: Plans to Outsource Technical Management
PICCADILLY RESTAURANTS: Hires CBRE Inc as Real Estate Broker
PICCADILLY RESTAURANTS: Atalaya Successfully Blocks FTI Hiring
PLY GEM: Moody's Rates New $380MM Sr. Unsecured Notes 'B2'

PROWLER ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating
RIH ACQUISITIONS: Atlantic Club to Make Donations In Lieu of Taxes
RITE AID: Files Form 10-Q, Posts $71.5 Million Net Income in Q3
SANDRIDGE ENERGY: S&P Affirms 'B' Corp. Credit Rating on Sale Plan
SEARS HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1'

SEVEN COUNTIES SERVICES: Nunc Pro Tunc Hiring of Deming Denied
SOPA SQUARE: Falls Into Interim Receivership
SOUNDVIEW ELITE: Stuarts Walker Employment Has Limited Approval
SOUTH FLORIDA SOD: Court Okays Hiring of Campbell Law as Counsel
ST. CATHERINE'S HOSPITAL: Seeking Bids to Dispose of X-Rays, Docs

STANS ENERGY: Feb. 6 Hearing Scheduled for Arbitration Proceedings
TALON INTERNATIONAL: Obtains New $8.5MM Loan From Union Bank
TAMARACK RESORT: Assets Being Sold Through Sheriff's Sale
TRAVELPORT LIMITED: Jeff Clarke Resigns From Board
TRONOX INC: Anadarko Files Brief on Kerr-McGee's Offset Claim

UNI-PIXEL INC: Delays Production of InTouch Sensors Until Q2
UNIVISION COMMUNICATIONS: Fitch Rates Proposed $1.5-Bil. Loan 'B+'
UNIVISION COMMUNICATIONS: S&P Rates $1.5BB Loan Due 2020 'B+'
VERITY CORP: Amends Contract for Deed with Duane Spader
WILLOW CREEK: Seeks Authority to Employ Cotton Driggs as Counsel

WOODEN RULER: Foreclosure Auction Reset to Feb. 21
WORLD SURVEILLANCE: Revokes 12-Mil. Shares Issued to Executives
XL-ID SOLUTIONS: Submits Proposal to Creditors Under BIA
YRC WORLDWIDE: S&P Puts 'CCC' Rating on CreditWatch Negative

* Default Rate to Continue Decline in 2014, Moody's Says
* Ferry Route Cancellation May Bankrupt BC Biz, Study Shows
* Moody's: US Subprime Auto Credit to Continue to Weaken Gradually
* NADA Predicts 16.4 Million U.S. Light Vehicles Sales in 2014
* New Chapter for Detroit Auto Makers

* Privately-Owned Companies Likely to Face More Distress This Year
* Moelis Is Said to Ready a Potential Public Offering

* Marla B. Matthews Joins Cleveland, Waters & Bass
* Jan P. Myskowski Joins Cleveland, Waters & Bass
* Orrin Harrison Joins Gruber Hurst Johansen as Partner
* Holwell Shuster & Goldberg Promotes Avi Israeli to Partner
* U.S. Bankruptcy Court Judge Burton R. Lifland Dies

* Large Companies With Insolvent Balance Sheet


                            *********


1650473 ONTARIO: Scrapmen & Boparai Goes Into Receivership
----------------------------------------------------------
AMM News reports that an Ontario metal recycler, exporter and auto
shredding facility has been put into temporary receivership under
the Canadian Bankruptcy and Insolvency Act for defaulting on
Canadian $17 million ($15.8 million) in loans.

The report relates that the affairs of 1650473 Ontario Inc., also
known as Scrapmen & Boparai Trading Co., along with 2328247
Ontario Inc., also known as Canada Steel, which operate at the
same location in Hamilton, are both owned by Rantej Boparai,
according to documents filed in the Ontario Superior Court of
Justice.

Duff & Phelps Canada Restructuring Inc. has been named interim
receiver for the business.

The court documents indicate that two companies are in default on
C$17 million in loans from the Bank of Montreal, which asked the
court to appoint a receiver because it said it was concerned that
the debtors would try to remove assets from the property,
according to the report.

The report notes that the bank said it hired a company in December
to conduct a field examination, but the field exam team was unable
to secure many financial documents it requested from the owner.


22ND CENTURY: Hal Mintz Has 3.3% Equity Stake as of Dec. 31
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Hal Mintz and his affiliates disclosed that
as of Dec. 31, 2013, they beneficially owned 1,666,666 shares of
common stock of 22nd Century Group, Inc., representing 3.35
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/K0Tt7G

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $3.84 million in total
assets, $20.84 million in total liabilities and a $17 million
total shareholders' deficit.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.


ALLENS INC: Court Grants Final Approval of $119MM BofA Loan
-----------------------------------------------------------
The Bankruptcy Court in December authorized Allens, Inc., to:

   i) obtain credit and incur debt on a final basis until Feb. 14,
      2014, (the termination date) up to the aggregate amount of
      $119,166,156 at any time outstanding (inclusive of debt
      previously extended by the Prepetition First Lien Secured
      Parties (Bank of America, N.A., as agent and the lenders and
      other financial institutions party thereto or which have
      extended credit); and

  ii) use cash collateral, the proceeds of the loans made under
      the DIP Credit Agreement and of Letters of Credit issued
      under the DIP Credit Agreement.

The Debtor would use the loan to continue operations and to
administer and preserve the value of their estates.

The Debtors have been unable to obtain unsecured credit allowable
on more favorable terms and conditions than those provided in the
DIP Credit Agreement, the other DIP Loan Documents.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant replacement liens on
real and personal property, a superpriority administrative claim
status, subject to carve out on certain expenses.

In a separate order, the Court overruled the objection filed by
Razorback Farms, Inc. and Central Sales Produce, Inc. on the use
of cash collateral.  The Court said the holders of allowed PACA
claims are sufficiently protected without requiring the Debtor to
fund a separate PACA trust account.

                           About Allens Inc.

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

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

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

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

The Official Committee of Unsecured Creditors has tapped
Eichenbaum Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley
LLP's Cathy Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van
Aalton, Esq., and Robert B. Winning, Esq., as counsel.

Bankruptcy Judge Ben Barry has authorized Allens Inc. and All Veg,
LLC to designate Seneca Foods Corporation as the stalking horse
purchaser for substantially all of the Debtors' assets.  The Court
also approved the procedures governing the bidding and auction of
the Debtors' assets. Seneca signed an agreement to purchase the
Debtors' assets for $148 million plus assumption of specified
debt.

The deadline for submitting bids for the assets or any portion
thereof is Jan. 27.  If a bid other than the bid of the stalking
horse purchaser is timely received by Allens, the auction will
take place on Feb. 3 at the offices of Greenberg Traurig in New
York.

Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at
Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York.  Local
counsel to the stalking horse purchaser is Charles T. Coleman,
Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock,
Arkansas.


ALLIED SYSTEMS: To Have Retired Employees Committee
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware ordered the
U.S. Trustee for Region 3 to form an official committee of retired
employees in the Chapter 11 case of Allied Systems Holdings, Inc.

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLY FINANCIAL: Declares Dividends on Preferred Stock
-----------------------------------------------------
The Ally Financial Inc. board of directors has declared quarterly
dividend payments for certain outstanding preferred stock.  Each
of these dividends were declared by the board of directors on
Jan. 2, 2014, and are payable on Feb. 18, 2014.

A quarterly dividend payment was declared on Ally's Fixed Rate
Cumulative Perpetual Preferred Stock, Series G, of approximately
$46.6 million, or $18.08 per share, and is payable to shareholders
of record as of Feb. 1, 2014.  Additionally, a dividend payment
was declared on Ally's Fixed Rate/Floating Rate Perpetual
Preferred Stock, Series A, of approximately $22 million, or $0.53
per share, and is payable to shareholders of record as of Feb. 1,
2014.

                       About Ally Financial

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

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

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

                           *     *     *

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

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

As reported by the TCR on Dec. 23, 2013, Moody's Investors Service
upgraded the corporate family rating (CFR) of Ally Financial Inc.
to Ba3 from B1.  The upgrade of Ally's corporate family rating
follows the U.S. Bankruptcy Court's approval of ResCap LLC's
(unrated) Chapter 11 plan, which releases Ally from mortgage-
related creditor claims originating from its ownership of ResCap.


AMERICAN AIRLINES: US Airways Bags a Rival, at a High Price
-----------------------------------------------------------
William McConnell, writing for The Deal, reported that US Airways
Group Inc.'s $11 billion takeover of American Airlines Inc. was
one of the industry-altering transactions of 2013.  The merger,
had the settlement between the carriers and the U.S. Department of
Justice been approved in November, only three legacy carriers will
serve the U.S. with truly nationwide route networks and
international capacity.

According to the report, US Airways and American disagree with the
allegations made by the Justice Department against their merger
and complain that they paid a higher price to the government than
they feel was warranted.  US Airways and American, the report
added, feel they are bearing the brunt for the DOJ's regret over
earlier approvals of the United/Continental and Delta/Northwest
deals.

The report said executives at US Airways and American had expected
the Justice Department's Antitrust Division to use the same city-
to-city analysis that allowed the merger of United/Continental and
Delta/Northwest.  Instead, prompted in part by the consolidation
brought on by those two previous mergers, the DOJ applied an
antitrust analysis more akin to the national network framework the
agency used in its successful effort to block AT&T Inc.'s attempt
to acquire T-Mobile USA Inc. in 2011, the report related.

The carriers say the DOJ is now restructuring the industry, and
the last of the legacy carriers to the merger game are paying much
of the cost for the whole industry's perceived sins, the report
related.

                     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.


AMERIGO ENERGY: Reports Potential Acquisitions and Investments
--------------------------------------------------------------
Amerigo Energy, Inc., said it has been evaluating key alliances
and strategies for the Company to continue to build shareholder
value.  Jason  Griffith, chief executive officer of Amerigo
Energy, stated, "One of the ways we are working towards increasing
shareholder value is by evaluating existing revenue producing and
cash flow positive companies as potential acquisition targets.  We
have found particular interest in the technology space and are
going to continue our due diligence on potential acquisitions and
investments."

The Company will notify shareholders of any developments once they
are finalized.

The Company also noted the cancellation of a consulting contract
which will return and cancel 1,000,000 shares of the Company's
common stock.  Mr. Griffith continued, "As has been stated
previously, the Company is committed to maintaining the integrity
of the capitalization structure of the company and this is another
indication of our desire to focus on shareholder value."

                           About Amerigo

Henderson, Nevada-based Amerigo Energy, Inc., is aggressively
looking for potential oil leases to acquire as well as businesses
which will fit with the Company's strategy.  Its wholly-owned
subsidiary, Amerigo, Inc., incorporated in Nevada on Jan. 11,
2008, holds minimal assets, including oil lease interests.

The Company's balance sheet at Sept. 30, 2013, showed $2.36
million in total assets, $2.86 million in total liabilities and a
$499,798 total stockholders' deficit.

"The Company has incurred cumulative net losses of approximately
$16,431,661 since its inception and requires capital for its
contemplated operational and marketing activities to take place.
The Company's ability to raise additional capital through the
future issuances of the common stock is unknown.  The obtainment
of additional financing, the successful development of the
Company's contemplated plan of operations, and its transition,
ultimately, to the attainment of profitable operations are
necessary for the Company to continue operations.  The ability to
successfully resolve these factors 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.


APPLIED SYSTEMS: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned the following ratings to
MiddleCo, Applied Systems, Inc.: B3 corporate family rating (CFR),
B3-PD probability of default rating (PDR), B1 ratings to the $675
million first lien term loan and $50 million revolving credit
facility, and Caa2 rating to the $375 million second lien term
loan. The rating outlook is stable.

Rating Rationale

The B3 CFR reflects Applied Systems' exceptionally high pro-forma
leverage of nearly 9.0 times (Moody's adjusted debt to EBITDA)
resulting from the debt incurred to fund the company's sale, for
about 14 times EBITDA, to private equity investors Hellman
Friedman and JMI Equity from another private equity firm. The
rating also takes into account Applied System's relatively small
scale and concentrated business profile as a niche provider of
software services, primarily enterprise automation solutions for
retail agents, to the property and casualty (P&C) insurance
distribution industry.

The leverage burden leaves Applied Systems virtually no room for
operational error or to respond effectively to competitive
pressures or changing market conditions, should they arise. As
well, the incremental interest expense cuts into its liquidity,
constraining its ability to invest in acquisitions for growth.
Moody's believes that significant profit expansion in line with
management expectations will be necessary for the company to grow
its way out from under its debt load and bring leverage to a level
more in line with B3-rated peers. Nevertheless, Applied Systems
does have a leading market position (as the smaller of two main
software providers in the P&C space), a recurring revenue base
driven by a subscription hosting model and high levels of
maintenance renewals, and a record of solid operating performance
through economic cycles in a business requiring minimal capital
investment. Applied Systems' customer base is stable, and more
diversified as a result of recent acquisitions, and would incur
significant switching costs to change software providers given the
need for agencies to maintain an uninterrupted insurance
distribution channel.

The stable outlook reflects our expectation that Applied Systems
will continue to maintain its solid market position and generate
consistent levels of profitability (EBITDA margins in the mid-40%
range) and improving free cash flows (averaging $45 million) over
the next couple of years. Moody's expects the company to reduce
leverage to under 8.0 times (adjusted debt to EBITDA) by the end
of 2015.

"The ratings could be upgraded if Applied Systems were to achieve
sustained revenue and profit growth that would enable the company
to reduce its debt-to-EBITDA ratio to near or below 7.0 times for
an extended period, as we do not foresee deleveraging through debt
paydowns. The rating could face downward pressure if we expect
declining revenue or profitability, or weaker sustained free cash
flow, or if financial leverage is not brought down meaningfully by
the end of 2015," Moody's said.

The following ratings were assigned:

Corporate Family Rating (CFR) -- B3

Probability of Default Rating (PDR) -- B3-PD

$50 million Senior Secured Revolving Credit Facility -- B1
(LGD-3, 31%)

$675 million First Lien Term Loan -- B1 (LGD-3, 31%)

$375 million Second Lien Term Loan -- Caa2 (LGD-5, 85%)

The rating outlook is stable.

Applied Systems, Inc., with Moody's-projected 2014 revenues of
$260 to $270 million, is a provider of software solutions to the
P&C insurance industry, with a focus on insurance brokers.


APPLIED MINERALS: Director Evan Stone Quits to Join New Firm
------------------------------------------------------------
Evan Stone resigned as a director of Applied Minerals, Inc., on
Dec. 31, 2013.  Mr. Stone, a lawyer, resigned because he joined a
new law firm as of Jan. 1, 2014, and it is the policy of the new
firm that its lawyers may not serve as directors of public
companies.

                      About Applied Minerals

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

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

                         Bankruptcy Warning

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


AVSC HOLDING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned AVSC Holding Corp. its
'B' corporate credit rating.  The outlook is stable.

In addition, S&P assigned its issue-level and recovery ratings to
AVSC Holding Corp.'s $565 million first-lien credit facilities,
consisting of a $505 million term loan due 2021 and $60 million
revolving credit facility due 2019.  S&P rated this debt 'B+' (one
notch higher than the 'B' corporate credit rating on the company)
with a recovery rating of '2', indicating S&P's expectation of
substantial (70%-90%) recovery for lenders in the event of a
payment default.

S&P also assigned AVSC Holding Corp.'s $180 million second-lien
term loan due 2022 its 'CCC+' issue-level rating (two notches
lower than its 'B' corporate credit rating on the company).  The
recovery rating on this debt is '6', indicating S&P's expectation
of negligible (0% to 10%) recovery for lenders in the event of a
payment default.

In addition, S&P is affirming its 'B' corporate credit rating on
Audio Visual Services Group Inc. and withdrawing the rating.  The
company's increased scale and good operating performance since its
November 2012 acquisition of competitor Swank Holdings Inc.
supports the slight increase in debt leverage associated with the
sale to another private equity sponsor.  S&P is withdrawing the
rating because it do not expect future issuance at this entity.

"The 'B' rating on AVSC Holding Corp. reflects its private equity
ownership, substantial debt leverage, and high capital intensity,"
said Standard & Poor's credit analyst Hal Diamond.  "The rating
also reflects AVSC's cash flow concentration in the hotel meetings
and conferences business, its customer concentration, and
competitive pressure to increase commissions paid to venue-hosting
hotels."

The company is the only outsourced provider of audiovisual
services to the U.S. hotel industry with a national footprint.

The stable outlook reflects Standard & Poor's view that, absent a
prolonged downturn in the U.S. hotel industry (which S&P do not
expect), debt leverage will gradually moderate over the next few
years.


BATS GLOBAL: Moody's Assigns 'B1' CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's assigned a B1 corporate family rating and B1 rating to new
credit facilities arranged by BATS Global Markets Holdings Inc.
The rating outlook is stable, whereas the outlook on the existing
credit facilities had been positive.

Ratings Rationale

BATS is a new holding company formed to consummate the merger
between BATS Global Markets Inc and Direct Edge Holdings LLC. The
new credit facilities consist of a $450 million six-year senior
secured term loan and a $100 million three-year senior secured
revolving credit facility. The facilities will be used principally
to refinance the existing term loan at BGMI and pay distributions
to shareholders. BGMI will become a wholly-owned subsidiary of
BATS and will be merged into Direct Edge Holdings LLC. As a result
the rating of BGMI's term loan will be withdrawn upon repayment.

Moody's affirmed the existing B1 ratings of BGMI and changed the
outlook to stable from positive. The return to a stable outlook
reflects the plan to pay a substantial dividend to shareholders,
beyond excess working capital, resulting in an increase in
leverage within the BATS corporate family. This aggressive
financial policy and a greater tolerance for leverage than Moody's
had expected reduces the likelihood of a higher rating over the
next year or two, making a stable rating outlook more appropriate.
Provided strong operating performance continues, future
shareholder distribution policies are likely to be an important
rating driver -- upward or downward.

The B1 corporate family and senior debt ratings of BATS continue
to reflect the sound strategic rationale for the merger. If
executed successfully, BATS' merger with Direct Edge will create a
major exchange operator with six primary execution platforms in
the US and Europe. In the long run, the merger should result in
substantial cost savings and is a logical response to currently
depressed industry trading volumes. Nonetheless, costs to achieve
these merger expense synergies could be significant in 2014.
Moody's expects the firm to continue to post high operating
margins and generate significant cash flows. This also supports
the B1 rating despite the firm's shareowner-friendly distribution
policies.

The B1 ratings also reflects BATS' heavy reliance on US equities
trading, which is a commoditized and intensely competitive
business, as well as the firm's relatively short operating
history. Furthermore, regulatory concerns about fragmentation of
the US equity markets and the dependence of exchanges on high
frequency trading firms for order flow, could lead to regulatory
changes that would force alterations on BATS' business model.
Nevertheless, BATS has built an efficient transaction-driven
business model, which has resulted in strong profitability,
despite operating at lower net capture rates than incumbent
exchanges.

BATS is a global financial technology company headquartered in
Kansas City that operates electronic trading markets in the US and
Europe.


BERRY PLASTICS: Inks $1.1-Bil. Loan Agreement with Credit Suisse
----------------------------------------------------------------
Berry Plastics Group, Inc., Berry Plastics Corporation and certain
of its subsidiaries, on Jan. 6, 2014, entered into an Incremental
Assumption Agreement with Credit Suisse AG, Cayman Islands Branch,
to borrow an incremental amount of $1,125,000,000 under Berry's
existing term loan credit agreement.  The loans borrowed on that
date bear interest at LIBOR plus 2.75 percent per annum with a
LIBOR floor of 1.00 percent, mature on Jan. 6, 2021, and are
subject to customary amortization.  If certain specified repricing
events occur prior to July 6, 2014, Berry will pay a fee to the
applicable lenders equal to 1.00 percent of the outstanding
principal amount of the Term E Loans subject to that repricing
event.

The proceeds of the Term E Loans were used to repay in full all of
Berry's outstanding Term C Loans pursuant to, and as defined in,
Berry's existing term loan credit agreement.

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Sept. 28, 2013, the Company had
$5.13 billion in total assets, $5.33 billion in total liabilities
and a $196 million stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BIOZONE PHARMACEUTICALS: Unit Completes Merger with Cocrystal
-------------------------------------------------------------
Biozone Pharmaceuticals, Inc., Biozone Acquisitions Co., Inc., a
wholly-owned subsidiary of Biozone (the "Merger Sub"), and
Cocrystal Discovery, Inc., entered into and closed an Agreement
and Plan of Merger effective Jan. 2, 2014.  Pursuant to the Merger
Agreement, Merger Sub merged with and into Cocrystal, with
Cocrystal continuing as the surviving corporation and a wholly-
owned subsidiary of Biozone.

In connection with the Merger Agreement, Biozone issued to
Cocrystal's security holders 1,000,000 shares of Biozone's Series
B Convertible Preferred Stock.  The Series B shares: (i)
automatically convert into shares of Biozone's common stock at a
rate of 205.08308640 shares for each share of Series B at such
time that Biozone has sufficient authorized capital, (ii) are
entitled to vote on all matters submitted to shareholders of
Biozone and vote on an as converted basis and (iii) have a nominal
liquidation preference.  Additionally, Biozone assumed all of the
outstanding stock options under the Cocrystal 2007 Equity
Incentive Plan.  A total of 4,402,899 options were assumed and are
presently outstanding.

A full-text of the Merger Agreement is available for free at:

                        http://is.gd/X3WxrM

In connection with the Merger, Biozone appointed Dr. Gary Wilcox,
Dr. Sam Lee, Dr. Roger Kornberg, Dr. Phillip Frost, Dr. Jane Hsiao
and Steven Rubin to its Board of Directors.  Elliot Maza, Roberto
Prego-Novo and Brian Keller, directors of Biozone, resigned
effective at the time of the closing of the Merger.  Following the
Merger, the Biozone Board of Directors is set at six directors.
Additionally, the following individuals were appointed as
executive officers of Biozone:

   * Gary Wilcox      Chief Executive Officer and Secretary
   * Sam Lee          President
   * Gerald McGuire   Chief Financial Officer and Treasurer

Dr. Wilcox has served as Cocrystal's Chairman since 2007 and chief
executive officer since 2008.  Dr. Wilcox is 66 years old.

Dr. Lee has served as Cocrystal's president since 2007.  Dr. Lee
is 54 years old.

Mr. McGuire has served as Cocrystal's interim chief financial
officer since April 2012.  Since 1990, Mr. McGuire has served as a
consulting chief financial officer at Forte Design Systems, Inc.,
a provider of high-level synthesis software products.  Since
November 2011, Mr. McGuire has served as a consulting chief
financial officer at Yapta, Inc., a travel technology company.
From 2007 until August 2009, Mr. McGuire was an outsourced chief
financial officer at vCFO Holdings, Inc., a financial consulting
business.  Mr. McGuire is 66 years old.

Pursuant to the Merger, Biozone entered into employment agreements
with Dr. Wilcox and Dr. Lee.  Dr. Wilcox's employment agreement
provides for: (i) an annual salary of $250,000, (ii) an annual
target bonus equal to 50 percent of base salary, (iii)
24,598,073.50 stock options of which 25 percent vest on Jan. 2,
2015, and the remaining vest thereafter in 36 equal monthly
increments.  Dr. Lee's employment agreement provides for: (i) an
annual salary of $180,000, (ii) an annual target bonus equal to 25
percent of base salary, (iii) 6,149,518.38 stock options of which
25 percent vest on Jan. 2, 2015, and the remaining vest thereafter
in 36 equal monthly increments.  The option grants are subject to
Board of Directors approval and will have an exercise price equal
to the fair market value of Biozone's common stock at the time of
grant as determined by the Board of Directors.

Elliot Maza, Brian Keller and Christian Oertle, the pre-Merger
Biozone executive officers, resigned from all of their positions
with Biozone.

On Dec. 31, 2013, Biozone filed a Certificate of Designation
designating the Series B stock.

Closes Asset Purchase Agreement

On Jan. 2, 2014, Biozone, Biozone Laboratories, Inc. (Bio Lab),
Baker Cummins Corp., Brian Keller, MusclePharm Corporation and
Biozone Laboratories, Inc. (Acquisition Co), a newly formed
subsidiary of Musclepharm, closed its previously announced Asset
Purchase Agreement.  At closing, Acquisition Co. acquired
substantially all of the operating assets of Biozone including the
QuSomes, HyperSorb and EquaSomes drug delivery technologies
(excluding certain assets including cash on hand) for 1,200,000
shares of Musclepharm's common stock.  Of the 1,200,000 shares
issued under the Agreement, (i) 600,000 of the shares were issued
to the Company upon closing and (ii) 600,000 of the shares were
placed in escrow for nine months from the date of closing.  During
the Escrow Period, Musclepharm will have the option to purchase
the Escrowed Shares at $10.00 per share in cash.  The Escrowed
Shares will also back-stop potential indemnification claims that
Acquisition Co. may have under the Agreement.

                  About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $7.59 million in total assets,
$18.05 million in total liabilities and a $10.45 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, 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 incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BLACK CAT, LOS GATOS: Store Closing, Liquidation Sale Begins
------------------------------------------------------------
LosGastos Patch News reports that a sales associate at Black Cat
Hats in Los Gatos, California said owner Janet Dashiell is closing
her store at 59 No. Santa Cruz Ave. effective Feb. 16.

Black Cat Hats sales associate Elle Rogers said Dashiell has sent
her customers a letter saying she's closing her boutique because
she wants to spend more time with her family and parents,
according to LosGastos Patch News.

A liquidation sale that began Jan. 2 continues through Feb. 15,
Ms. Rogers said, the report notes.  Boutique merchandise is marked
down from between 10 and 60 percent. As the sale progresses, the
price reductions will be greater, she said.


BLOCKBUSTER INC: Raleigh's Last Store Closes
--------------------------------------------
Colin Campbell, writing for The News & Observer, reports that
Raleigh, North Carolina's final remaining Blockbuster video rental
store closed for good Jan. 12 as the company shuts down its retail
presence nationwide.

The store in Wakefield Commons shopping center on Falls of Neuse
Road has already rented its last movie and is in full liquidation
mode, according to newsobserver.com.  The report relates DVDs that
once rented for several dollars a night are being sold for $1, and
even the clerks' computer monitors now have price tags.

All 300 stores around the country are now closing, though the
Blockbuster On Demand streaming service will continue to operate,
according to the report.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


CDFI PHASE: Fitch Ups Rating on 2005B Subordinate Bonds From BB+
----------------------------------------------------------------
Fitch Ratings has upgraded the long-term rating to 'BBB' from
'BBB-', on approximately $60.89 million of outstanding Health,
Educational and Housing Facility Board of the City of Chattanooga
revenue refunding bonds, senior series 2005A issued on behalf of
the CDFI Phase I, LLC (the project).  At the same time, Fitch
upgrades the rating to 'BBB-' from 'BB+' on approximately $19.48
million of outstanding subordinate series 2005B bonds.
The Rating Outlook is revised to Stable from Positive.

The senior and subordinate series bonds are a general obligation
of the project, secured by and payable solely from the revenues of
CDFI's phase I, II and III student housing facilities.  Additional
security for the life of the bonds is provided by annual
contributions made by the University of Chattanooga Foundation
(the foundation) to be used, if needed, to meet the bonds' rate
covenant requirement.  Additional bond security includes a cash
funded debt-service reserve fund.

The subordinate series 2005B bonds were additionally secured by
annual transfers by the foundation to a trustee held security
fund.  However, there was a 2013 sunset on this provision

PROJECT STRENGTH MERITS UPGRADE: The upgrade reflects the
project's ability to generate strong coverage, with no
contribution from the foundation needed since fiscal 2009.  The
risk of the stand-alone project is partially mitigated by the
project's essential role in the University of Tennessee at
Chattanooga's (UTC) residential life program.

SELF-SUSTAINING PROJECT: The project's self-supporting nature is
the result of continued strength in occupancy and UTC's prudent
management of facility expenses. Sunsetting of the foundation
support securing the subordinate bonds through fiscal 2013 is
mitigated by sound debt service coverage by project revenues.

CONSTRAINED FLEXIBITY: Counterbalancing rating factors include
dependence on student rental payments as the project's primary
revenue source and the somewhat limited pricing flexibility given
the project's high rates relative to other on campus housing
alternatives.

HIGH CONNECTIVITY WITH UTC: Key officers of the project are also
officers of the foundation reflecting the importance of the
project to UTC.  The project is managed as part of UTC's 3,146 bed
housing system (the system) and represented approximately 55.2% of
available beds in fiscal 2013.

ENROLLMENT GROWTH DRIVES OCCUPANCY: UTC's steady enrollment growth
drives strong project occupancy and growth in project revenues.

PROJECT PERFORMANCE: The inability of the project to grow rental
income and sustain current debt service coverage levels, in the
absence of foundation support, could negatively impact the rating.

ADDITIONAL PARITY DEBT: While not anticipated, the issuance of
additional student housing debt on parity with the project bonds
could have negative rating implications.

FUTURE PROJECT COMPETITION: While demand is presently strong,
competition from new university housing projects and other housing
alternatives could put pressure on project occupancy levels. This
will be monitored by Fitch.

CDFI Phase I, LLC. is a subsidiary of Campus Development
Foundation Inc. (CDFI), which was formed by the foundation to
acquire real estate and to construct, manage, and operate housing
for UTC students.  CDFI constructed the 1,737 bed project in three
phases, with the final phase opening in 2004.

The project is non-recourse to the university and the foundation.
However, UTC manages the project as part of its housing system and
sets project room rental rates.  In Fitch's view, management of
the system and the project as a collective whole ensures the
project plays an integral role in residential life on UTC's campus
and that rates and charges are set competitively.  However, UTC
does not direct students to this project on a first fill basis.

A security fund was established by the foundation under the bond
documents, which the project has been required to annually draw
upon since its inception.  While the project continued to receive
the subsidized payments from the security fund through fiscal
2013, the draw has not been required by CDFI to meet the legally
required debt service coverage ratio on the subordinate bonds
since fiscal 2010 and ultimately those payments have been returned
by CDFI with year-end surplus funds to the foundation.  The
foundation also previously provided supplemental support to the
overall project, however, since fiscal 2009, these contributions
have not been necessary.

The system's strong 98.5% occupancy in fall 2013 is consistent
with prior years, but project occupancy is stronger at 100%.
Essentially full occupancy necessitated management to house
approximately 210 students in a hotel for the beginning of the
fall 2013 semester versus 200 in the prior year.  As is typical,
this figure drops as beds are vacated, reducing housing overflow
to 126 students for fall 2013 versus 36 in the prior year.

Fitch views favorably both the project's full occupancy and the
system-wide overflow housing which reflects strong demand and
assures that vacancies can readily be filled.

Pledged revenue is almost entirely reliant on rental income.  This
reliance on a single revenue stream highlights the importance of
maintaining strong project occupancy.  This risk is partially
mitigated by increased coverage levels without needing foundation
support.  Further, project rates are more than adequate to manage
the required coverage levels set forth in the bond documents.

Given the project's strategic location, modern facilities and
amenity package, UTC has historically priced project beds at a
premium relative to other options within the system.  While rental
rates for the project are higher than other campus housing
options, they are on par or lower than market rates according to
staff reports.  The University of Tennessee System implemented
rent increases of 3.5% in both fall 2013 and fall 2012.  This is
lower than the 5% increase in fall 2011, which management deems
necessary in order to maintain the system's competitive standing.
Rental rate increases are expected to be slightly lower at 3% in
fall 2014.

Limited revenue diversity for a project of this nature is not
viewed as unusual by Fitch and this element is partially mitigated
by the project's high demand despite higher rent levels than
alternative campus housing.  Further, management's ability to
lower the rate of rental increases and grow rental income while
still achieving sound debt service coverage is indicative of
further strengthening of project performance.  In addition, the
foundation will provide funds to supplement debt service if there
is a shortfall under the coverage requirement.  As of June 30,
2013, the foundation had resources of $179 million, which are
largely restricted.

CDFI's operating margins are historically negative.  CDFI ended
fiscal 2013 (on a GAAP basis) with a negative 6.7% margin, after
achieving breakeven results in fiscal 2012, due to an increase in
interest expense.  The one-time increase in interest expense in
fiscal 2013 is not related to the project, but related to the
parent CDFI and interest on contributions made by the foundation
in previous years but not recorded.  Interest expense on the
project decreased in fiscal 2013.  Favorably, growth in rental
income, improved collections, lower management fees and better
cost controls allow for improved project debt service coverage
levels.

Net revenues available for debt service reached $7.95 million in
fiscal 2013.  Bond documents require debt service coverage of 1.2x
for senior bonds and 1.1x for both senior and subordinate bonds.
In fiscal 2013, coverage was sound at 1.76x for the senior bonds
and adequate at 1.31x for the senior and subordinate bonds,
compared to 1.8x and 1.34x in fiscal 2012, respectively, for a
stand-alone project of this nature.  These coverage levels are
notably higher relative to prior years and include the funding
subsidy provided by the foundation for the subordinate bonds.
Coverage levels excluding the funding subsidy remain sound at
1.72x and adequate at 1.28x, respectively.

Management is conservatively budgeting 1% growth in project
operating revenues in fiscal 2014, versus 2.7% actual revenue
growth in fiscal 2013 and 5.6% in fiscal 2012, with expected
coverage of 1.73x and 1.27x for the senior and subordinate bonds,
respectively, excluding the funding subsidy.  Fitch's expectation
that the project can sustain these coverage levels, without
foundation support, drives the rating upgrade.

Due to strong demand for housing at UTC, its campus master plan
includes the potential construction of additional auxiliary
housing in fiscal 2016-2017.  The university's residency
requirement for freshmen and growth in undergraduate headcount
drive demand for housing.  Overflow housing in fall 2013 reached
126 versus 36 in the prior year reflecting there is always
backfill to keep occupancy levels high. Further supporting demand,
currently there are approximately 30% of full time equivalent
students that reside on campus.  Management indicated there are
approximately 900 students turned away in fall 2013 needing beds,
of which approximately 500-600 are upperclassmen that prefer the
amenities of project housing.

Fitch expects UTC to maintain the project's solid occupancy levels
and generate net revenues necessary to support associated debt
service, if and when additional beds are added.  According to
management, any additional student housing debt is not expected to
be on parity with the bonds which is viewed favorably by Fitch.

UTC is a metropolitan university, located near downtown
Chattanooga.  UTC's fall 2013 total headcount enrollment grew to
11,664, largely flat over the prior year. However, over the past
five years total headcount grew 11% reflecting strong overall
demand.  A decline in graduate enrollment, as seen by Fitch
nationwide, accounted for the shortfall in fall 2013.  Favorably,
UTC's ability to increase undergraduate headcount helped offset
the decline in graduate enrollment in fall 2013.


CEDAR RIVER DEV'T: Foreclosure Auction Postponed Until Feb. 21
--------------------------------------------------------------
The public auction of the real and personal properties of Cedar
River Development LLC, which serve as collateral to the debt owed
to Cedar Cove Realty Partners, as assignee to East Boston Savings
Bank, has been postponed until Feb. 21, 2014 at 11:00 a.m.

The foreclosure auction was originally set for Jan. 9, 2014, at
11:00 a.m. upon the Mortgaged Premises located at Whittier Street
a/k/a 111 Regent Drive, in the City of Dover, Strafford County,
New Hampshire, as reported by the Troubled Company Reporter on
Dec. 11, 2013.

Cedar Cove Realty Partners, LLC, is represented by:

         BERNSTEIN, SHUR, SAWYER AND NELSON, P.A.
         Roy W. Tilsley, Jr., Esq.
         670 North Commercial Street
         P.O. Box 1120
         Manchester, NH 03105-1120
         Tel: (603) 623-8700


CENTURY PLAZA: May Consent to Release Agreement Over Mall
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Century Plaza, LLC, to execute the release and consent
to foreclosure agreement; and consummate all transactions
contemplated therein, effective as of Aug. 16, 2013, in its
capacity as borrower of debt owed to IP-TL Century Plaza, LLC
secured by a mortgage on the property -- a commercial shopping
center located in Merriville, Indiana, known as Century Plaza.

The Debtor noted that on Aug. 27, 2013, the Court authorized
Tri-Land Properties, Inc. to enter into the same agreement in its
capacity as guarantor of the Debtor's mortgage indebtedness on the
property.

At the time the agreement was executed, the Debtor did not seek
authorization from the Court because it was no longer a debtor-in-
possession and the contemplated transactions did not require Court
approval.

According to the Debtor, although its post-confirmation execution
of the agreement is not prohibited by the Plan, and the
authorization is unnecessary, IP-TL has advised the Debtor that it
is now seeking to obtain new mortgage financing on the property
and that a potential lender to IP-TL is questioning whether the
agreement, and the transactions contemplated therein, required
approval of the bankruptcy court to be effective.

The terms of the agreement, among other things, allow for the
Debtor to be released from any and all mortgage obligations,
thereby enabling the Debtor to fully consummate the Plan.

As reported in the Troubled Company Reporter, the Court on July
24, 2013, ruled that the Debtor's Chapter 11 Plan satisfied all
confirmation requirements under the Bankruptcy Code.  The Plan
provides for distributions to the holders of Allowed Claims from
funds realized by the Debtor from the continued operation of the
Debtor's business by the Debtor as well as from existing cash
deposits and cash resources of the Debtor.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson P.C. serves as local
bankruptcy counsel.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.

No trustee, examiner or committee of unsecured creditors was
appointed to serve in the case.


CHARTER COMMUNICATIONS: Makes $37.4B Offer for Time Warner Cable
----------------------------------------------------------------
Charter Communications Inc. went public with a $37.4 billion cash-
and-stock bid for Time Warner Cable Inc., according to news
sources.

The offer, valued at $132.50 a share, including $83 a share in
cash and $49.50 in Charter stock, was disclosed in a Jan. 13
letter from Charter Chief Executive Tom Rutledge to Rob Marcus,
his counterpart at Time Warner Cable, Dana Cimilluca, Shalini
Ramachandran and Amol Sharma, writing for The Wall Street Journal.

David Gelles, writing for The New York Times' DealBook, reported
that Charter's offer values Time Warner Cable at $61.3 billion,
and kicks off a potential round of consolidation in the cable
television industry.  The Journal said Time Warner Cable had
privately rebuffed Charter's offer, which was made in December and
was Charter's third private offer to buy the New York-based cable
company since June.

The bid, according to the Journal, is only slightly above Time
Warner Cable's closing share price on Jan. 13 of $132.40, though
the stock has risen some 40% since Charter's interest in the
combination first surfaced in June.

According to news sources, instead of pursuing negotiations,
Charter, by making the letter public, is seeking to enlist
shareholders of Time Warner Cable to put pressure on the company's
management and board to negotiate a deal.

"Our intent is to talk to Time Warner Cable shareholders and
convince them that putting together the companies, fixing [Time
Warner Cable's] customer service issues and getting the company
back on a growth trajectory will create enormous value for
shareholders," Mr. Rutledge said in an interview with the Journal.
He said Charter, the fourth largest-U.S. cable operator, has no
plans to increase its offer.

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).

The Hon. James M. Peck presided over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, served as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, served as Charter
Investment, Inc.'s bankruptcy counsel.

Charter Communications emerged from Chapter 11 under its pre-
arranged Joint Plan of Reorganization, which was confirmed by the
Court on Nov. 17, 2009.  The Plan was declared effective Nov. 30,
2009.


CHRYSLER GROUP: S&P Lifts CCR to 'BB-' on Core Status to Parent
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its ratings
on U.S.-based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+'.  The outlook is
stable.

"The upgrade follows the announcement that Chrysler's minority
shareholder, the VEBA trust, has agreed to sell its 41.5% stake in
Chrysler to Fiat SpA for a total consideration of about $4.3
billion," said Standard & Poor's credit analyst Dan Picciotto.
"It also follows our affirmation of Fiat's ratings on Jan. 10,
2014."  Fiat will own 100% of Chrysler following the transaction,
which Fiat has announced is expected be completed by Jan. 20,
2014.

The rating outlook is stable.  S&P now describes Chrysler as a
"core" subsidiary of Fiat and expect that the rating on the
company will move in tandem with that on the parent, unless S&P
adjusts its "core" assessment.  "We could revise our core
assessment if we believe Fiat's commitment to Chrysler could wane,
which we believe would represent a substantial change in Fiat's
operating strategy and which we do not expect," said
Mr. Picciotto.

For Fiat, S&P has stated that it could raise the rating if the
company achieved stronger credit metrics on a sustainable basis,
such as adjusted funds from operations (FFO) to debt comfortably
within the 12%-20% range and debt to EBITDA below 5.0x; reduced
its absolute amount of adjusted debt; and showed continuing
moderation in terms of external growth and shareholder
distributions.  Very significant corporate actions to strengthen
the group's balance sheet or increase Fiat's effective access to
Chrysler's cash could result in a positive rating action.

For Fiat, S&P has stated that it could take a negative rating
action if Fiat's performance in Europe deteriorated more severely
than it expects or if its Brazilian operations weakened markedly,
in turn causing the group's liquidity position to worsen.  S&P
would consider a negative rating action if Fiat's credit ratios
deteriorated, including adjusted debt to EBITDA exceeding 6x and
adjusted FFO to debt materially below 10%.  An inability to reduce
negative discretionary cash flow on a group basis or to
consistently maintain adequate liquidity under our criteria could
also put downward pressure on the rating.


COLLEGE WAY: Jan 15 Hearing on Request to Use ECP College's Cash
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
will convene a hearing on Jan. 15, 2014, at 9:00 a.m., to consider
College Way Commercial Plaza LLC's request to use the ECP College
Way LLC's cash collateral to pay the Debtor's operating expenses.

The Debtor also intends to use cash collateral to pay any fees and
expenses owed to professionals employed, upon entry of an order
from the Court authorizing the payment of professional expenses.
The Debtor also requested that operating reserve funds be allowed
to be built up to $140,000 for (1) $99,180 for tenant improvement
($30/foot); (2) real estate commission of $23,800; and (3) legal
and architectural service related to leasing of $13,224.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor said that based on its own
estimate of value, the Debtor's $5,370,000 to $10,000,000 equity
cushion in ECP College Way's collateral is more than sufficient
adequate protection.

As additional adequate protection, the Debtor proposed to offer
$79,124 per month as adequate protection payment after three
months of operation of Lacey Crossroads.  The Debtor also proposes
to provide the ECP College a replacement lien on its assets.

            About College Way Commercial Plaza, LLC

College Way Commercial Plaza, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Wash Case No. 13-47724) on Dec. 19, 2013.
The petition was signed by Sherwood B Korssjoen as member and
manager.  The Debtor disclosed $29,160,000 in assets and
$21,444,155 in liabilities as of the Chapter 11 filing.  Masafumi
Iwama, Esq., at Iwama Law Firm, serves as the Debtor's counsel.
Judge Brian D Lynch presides over the case.


COLLEGE WAY: Files Schedules of Assets and Liabilities
------------------------------------------------------
College Way Commercial Plaza LLC filed with the U.S. Bankruptcy
Court for the Western District of Washington its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $28,700,000
  B. Personal Property              $460,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $21,431,190
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $12,965
                                 -----------      -----------
        TOTAL                    $29,160,000      $21,444,155

A copy of the schedules is available for free at:

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

College Way Commercial Plaza, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Wash Case No. 13-47724) on Dec. 19, 2013.
The petition was signed by Sherwood B Korssjoen as member and
manager.  Masafumi Iwama, Esq., at Iwama Law Firm, serves as the
Debtor's counsel.  Judge Brian D. Lynch presides over the case.


COMARCO INC: VP and Chief Accounting Officer Resigns
----------------------------------------------------
Alisha K. Charlton submitted to Comarco, Inc., her resignation as
vice president and chief accounting officer effective as of
Jan. 24, 2013.

The Board of Directors is currently seeking a replacement for the
positions of principal financial officer and principal accounting
officer held by Ms. Charlton.

                         About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.  As of Oct. 31, 2013, the Company had $2.39
million in total assets, $9.78 million in total liabilities and a
$7.39 million total shareholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, 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 cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COMMUNICATION INTELLIGENCE: Sells $2.1 Million Units
----------------------------------------------------
Communication Intelligence Corporation entered into subscription
agreements with certain investors on Dec. 31, 2013.  Under the
terms of the Subscription Agreements, the Investors purchased an
aggregate of 696,252 Units at a purchase price of $3.00 per Unit
for an aggregate purchase price of approximately $2.089 million,
which amount included the conversion of $1.15 million in existing
indebtedness.  Each Unit consists of two shares of the Company's
Series D-1 Preferred Stock and one share of Series D-2 Preferred
Stock.  The Series D-1 Preferred Stock and Series D-2 Preferred
Stock are identical in rights, preferences, and privileges, except
for their conversion price to Common Stock.  Shares of Series D-1
Preferred Stock are convertible into shares of Common Stock at an
initial conversion price of $0.0225 per share.  Shares of Series
D-2 Preferred Stock are convertible into shares of Common Stock at
an initial conversion price of $0.05 per share.

The Investors were also issued warrants to purchase approximately
18.989 million shares of Common Stock at the time of the funding
of their investment.  These warrants are exercisable for a period
of three years and have an exercise price of $0.0275 per share.
In addition to the warrants issued at closing, the Subscription
Agreements entitle Investors to receive warrants to purchase up to
an additional 56.966 million shares of Common Stock based on
whether the Company attains certain revenue targets in 2014, as
described therein.  Any such additional warrants will be
exercisable until Dec. 31, 2016, and will have an exercise price
of $0.0275 per share.

The Company had previously raised $1.15 million in May 2013
through the issuance of units comprised of shares of Series D-1
Preferred Stock and Series D-2 Preferred Stock.  All investors
from the May 2013 financing agreed to exchange the securities
issued to them in the prior financing for the same securities
issued to investors in the financing closed on Dec. 31, 2013, with
the investors from the May 2013 financing receiving in such
exchange an aggregate of 383,333 Units and an initial warrant
grant to purchase approximately 10.455 million shares of Common
Stock, with the ability to receive warrants to purchase up to an
additional 31.363 million shares of Common Stock based on whether
the Company attains certain revenue targets in 2014.

Amendments to Articles or Bylaws

On Dec. 31, 2013, the Company filed with the Delaware Secretary of
State a Certificate of Amendment to the Certificate of Designation
of Series D Convertible Preferred Stock.  The primary purpose of
the Certificate of Amendment was to make conforming changes to the
Series D Certificate of Designation regarding the number of
authorized shares of Series D-1 Preferred Stock and Series D-2
Preferred Stock following approval by the Company's stockholders
at the November 2013 Annual Meeting of Stockholders of an increase
in the authorized number of shares of Series D-1 Preferred Stock
from 3,000,000 to 6,000,000 shares and an increase in the
authorized number of shares of Series D-2 Preferred Stock from
8,000,000 to 9,000,000 shares.  The Certificate of Amendment was
approved by a majority of the outstanding shares of each of the
Series B Preferred Stock, Series C Preferred Stock, Series D-1
Preferred Stock and Series D-2 Preferred Stock acting by written
consent.

A copy of the Form 8-K as filed with the U.S. Securities and
Exchange Commission is available at http://is.gd/ehwDW0

                 About Communication Intelligence

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.

In its audit report accompanying the financial statements for
2011, PMB Helin Donovan, LLP, in San Francisco, Calif.,
expressed substantial doubt about Communication Intelligence's
ability to continue as a going concern.  The independent auditors
noted that of the Company's significant recurring losses and
accumulated deficit.

Communication Intelligence incurred a net loss attributable to
common stockholders of $6.11 million in 2012 as compared with a
net loss attributable to common stockholders of $6.66 million in
2011.  The Company's balance sheet at March 31, 2013, showed $1.98
million in total assets, $1.50 million in total liabilities and
$486,000 in total stockholders' equity.

PMB Helin Donovan, LLP, in San Francisco, CA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's significant recurring losses and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.


COMPREHENSIVE CARE: Ramon Martinez Named President
--------------------------------------------------
Ramon Martinez, a U.S. Air Force Lieutenant Colonel, retired, has
been named president of Comprehensive Care Corporation and elected
a member of the Board of Directors.

In April 2013, Colonel Martinez was named president of CompCare
Pharmacy Solutions, Inc.  Prior to that appointment, Colonel
Martinez served the Company as Senior Management Advisor focusing
his attention on building and refining the infrastructure
necessary to market and fulfill the Company's promise of
delivering its innovative pharmacy cost containment program
dedicated to providing guaranteed and bonded annual reduced costs
of at least ten percent to businesses, unions and healthcare
organizations who contract with the Company.

"As a team builder, strategist, manager, and man of sound
character, Colonel Martinez is an excellent choice for President
of Comprehensive Care Corporation.  Not only has he been an
effective leader in introducing our innovative pharmacy plan to
the commercial/union and government markets, he has also
reorganized, streamlined and motivated our staff to focus with
laser precision on the overall health, attitude and success of the
Company," said Clark A. Marcus, Comprehensive Care Corporation's
Chairman and CEO.  "Healthcare costs, led by dramatic increases in
pharmacy expenses, have spiraled out of control in recent years.
The Company's innovative pharmacy program dramatically reigns in
and reduces those costs by as much as ten percent annually.
Colonel Martinez has the profound background, extensive
relationships and experience to introduce our unique programs to
key government officials, unions and corporate leaders throughout
the U.S."  Mr. Marcus added, "Colonel Martinez is the right
person, at the right time, and with the right skills and
capabilities to help CompCare deliver results that will lead to
greater health and wellbeing through lower cost, superior quality,
and multi-faceted solutions."

"I am grateful and honored that the CompCare's leadership named me
to this key position.  We are headed in the right direction and
primed to take the Company to the next level of success," Colonel
Martinez said.  "We have laid a solid foundation with a leaner,
more capable, and integrated team.  We are a more agile, reliable,
resilient, and innovative company that will deliver and sustain
healthy growth.  Our window of opportunity is wide open, and I
believe 2014 will be a breakthrough year for our Company.  In
these days of turbulence in the healthcare industry, I expect the
Company's team will play a significant role in revolutionizing
healthcare in the U.S."

Colonel Martinez earned a Master of Arts degree in philosophy from
the University of California at Santa Barbara, a Master's degree
in public administration from the University of Northern Colorado,
and a Bachelor of Arts degree in philosophy and geography from
California State University, Long Beach.

He served a twenty-year military career in the U.S. Air Force and
his positions included Combat Crew Commander, Test Director and
Program Manager of Inter-Continental Ballistic Missiles; Assistant
Professor of Philosophy at the U.S. Air Force Academy; Deputy
Secretary of the Inter-American Defense Board; U.S. National
Defense Fellow; Chief of Latin American Strategy of U.S. Southern
Command and Interim Director of the U.S. Southern Command
Washington Field Office.

Colonel Martinez entered the private sector as Vice President at
Genetics & IVF Institute in Virginia, also serving as Assistant
Director of Strategic Planning at the South Florida Workforce
Board, adjunct professor of philosophy at Miami-Dade Community
College, and as a consultant working on Homeland Security issues.
He also served as President/CEO of Progreso Latino, Inc., Rhode
Island's flagship Latino empowerment agency and largest bilingual,
multi-cultural community based organization.

He is the recipient of the Hispanic American Chamber of Commerce
of Rhode Island Community Leader of 2009; National Association for
the Advancement of Colored People (NAACP) Providence Branch
Thurgood Marshall Award of 2008; 2008 Service Person of the Year
Award of Sigma Nu Chapter Omega Psi Phi Fraternity, Inc., and a
Providence Phoenix Newspaper Local Hero award.  He is co-founder
and former vice-chair of the Board of Directors of the Rhode
Island Mayoral Academies, which the US Secretary of Education
lauded as a nationally unique paradigm for public education
excellence with a regional network of public charter schools
serving underserved students.

                     About Comprehensive Care

Tampa, Fla.-based Comprehensive Care Corporation provides managed
care services in the behavioral health, substance abuse, and
psychotropic pharmacy management fields.

Comprehensive Care disclosed a net loss attributable to common
stockholders of $6.99 million in 2012 as compared with a net loss
attributable to common stockholders of $14.08 million in 2011.
As of June 30, 2013, Comprehensive Care had $3.07 million in total
assets, $28.30 million in total liabilities and a $25.23 million
stockholders' deficiency.

Mayer Hoffman McCann P.C., in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has not generated sufficient cash flows from operations to fund
its working capital requirements.  This raises substantial doubt
about the Company's ability to continue as a going concern.


CONSTAR INTERNATIONAL: Has Feb. 6 Auction for U.S. Assets
---------------------------------------------------------
Constar International Holdings LLC, et al., obtained approval from
the U.S. Bankruptcy Court for the District of Delaware of
procedures governing the sale of all or substantially all of their
U.S. assets to Amcor Rigid Plastics USA, Inc., or another higher
or better bidder.

If the Debtors receive one or more qualified bids, the Debtors
will conduct an auction for the sale of the Debtors' assets
beginning on Feb. 6, 2014, at 1:00 p.m. (prevailing Eastern Time)
at the offices of Dechert LLP, in New York.  Only parties that
have submitted a qualified bid by no later than Feb. 4 may
participate in the auction.  The sale hearing will be held on
Feb. 10.

Peg Brickley, writing for The Wall Street Journal, pointed out
that a bidding war is brewing for the Philadelphia-based maker, as
three companies have shown interest in the assets.  Australia's
Amcor, which signed a stalking horse agreement with the Debtors,
proposes to pay $68.5 million.  Michigan's Plastipak Holdings
Inc., which has annual revenues of about $2.5 billion, and
Georgia's CKS Packaging, Inc., with 2013 sales of $375 million,
could also be contending for Constar, which is in its third
bankruptcy but which is being put up for sale for the first time.

Both Plastipak and CKS Packaging objected to the proposed bidding
procedures. CKS Packaging said in court papers that,
notwithstanding its prepetition expressions of interest in
acquiring certain of the Debtors' assets, it was not solicited by
Lincoln Partner Advisors LLC prior to the negotiation and
selection of the stalking horse bidder.

                 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.


DETROIT, MI: Foundations Pledge $330 Million in Assistance
----------------------------------------------------------
Mediators involved in the city of Detroit's Chapter 9 bankruptcy
issued a statement on Jan. 13, disclosing that some of the leading
national and local foundations have stepped forward with a "truly
generous philanthropic offer of assistsnce that, to date, has
resulted in commitments of more than $330 million in assistance."
The statement said additional foundations are expected to announce
their participation in the near future.

In that statement, available at http://is.gd/yI1RIDfrom Fox's
Detroit bureau, the mediators call the move "extraordinary and
unprecedented effort" to help resolve two very challenging sets of
issues in the city's municipal bankruptcy -- the underfunding of
Detroit's two pension systems and the preservation of the Detroit
Institute of Art.

According to the statement, reports of foundations' generosity in
the media have inspired others to come forward, including Dr. Paul
Schaap, who, with no solicitation, has committed $5 million.  In
addition, a fund has been established with the Community
Foundation for Southeast Michigan to capture other private
voluntary contributions, which, to date, has attracted almost 130
individual contributors.

A leadership committee has been established consisting of the
Presidents of the Ford Foundation, The Kresge Foundation, the John
S. and James L. Knight Foundation and the Community Foundation for
Southeast Michigan.

The mediation team, which consists of lawyers and current and
retired judges, said it has continued its work in attempting to
facilitate agreements among as many of the varied creditor
constituencies involved in the bankruptcy as possible, which
agreements can become part of a larger agreed upon Plan of
Adjustment.

Dennis Kraniak, writing for Fox 2 News in Detroit, reports that
Federal Judge Gerald Rosen, the chief mediator between the city
and its creditors, has asked foundations and others to raise $500
million to protect pieces in the Detroit Institute of Arts while
assisting pensioners who are expected to lose some benefits in the
city's restructuring.

Detroit has at least $18 billion in debt, including about $3.5
billion is unfunded pension liabilities, according to state-
appointed emergency manager Kevyn Orr.

According to the Fox report, the Emergency Manager warned DIA
officials last spring that artwork owned by the city could be
considered assets and might be vulnerable to sale if Detroit went
into bankruptcy.  Fox says an appraisal ordered by Mr. Orr and
completed late last year by New York-based Christie's, about 2,800
paintings, sculptures and other pieces owned by Detroit are
collectively worth between $454 million to $867 million. They
represent about 5 percent of the museum's estimated 66,000-work
collection.

Fox says Detroit's Plan of Adjustment will also include a
renegotiated settlement with UBS and Bank of America Merrill Lynch
over pension debt.  Fox notes that closing arguments on the $165
million deal reached in December were being held Jan. 13 in
bankruptcy court.  Detroit has pledged casino tax revenue in 2009
as collateral to avoid defaulting on pension debt payments. The
swaps allowed Detroit to get fixed interest rates on pension bonds
with the banks.  An initial $220 million payoff was reached, but
Bankruptcy Judge Rhodes ordered the city to renegotiate.

"There is no question the settlement is extremely beneficial to
the city," Merrill Lynch lawyer Mark Ellenberg told Judge Rhodes
Monday, according to the Fox report.  "The city pushed us to the
lowest number we would ever accept."

Judge Rhodes still has to approve the new deal, Fox says.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Retirees' Committee Sues Over Benefits Cuts
--------------------------------------------------------
The Official Committee of Retirees of the City of Detroit, who
collectively represents a number of retirees of the city, sued
filed a complaint for equitable and injunctive relief to prevent
the City from significantly impairing its contractual obligation
to provide healthcare benefits and coverage to the retirees, and
thereby violating the Michigan and United States Constitutions.

The complaint arises from the City's plan to reduce the annual
amount it spends to procure healthcare benefits for its retirees
and their spouses and their dependents by approximately 83% --
from approximately $180 million per year to approximately $30
million.  Under the City's plan, the rest of the premiums will
have to come from the retirees themselves or from federal
subsidies available to non-Medicare eligible retirees under the
Affordable Care Act.

The Retirees Committee asserts that the City has breached its
contracts with the retirees and has unilaterally and significantly
impaired its contracts with its retirees.  The Committee further
asserts that the City's actions result in a substantial impairment
of the retirees' contracts and rights with the City.  The
retirees, according to the Committee, will suffer significant harm
and substantial damages because of the City's breaches.  The
Committee even went on to assert that Kevin Orr's appointment was
part of a plan developed in advance of the appointment to
unilaterally reduce or eliminate the City's funding of the
contractually-guaranteed healthcare benefits.

The adversary proceeding is THE OFFICIAL COMMITTEE OF RETIREES OF
THE CITY OF DETROIT, MICHIGAN, DETROIT RETIRED CITY
EMPLOYEES ASSOCIATION, RETIRED DETROIT POLICE AND FIRE FIGHTERS
ASSOCIATION, and AFSCME SUBCHAPTER 98, CITY OF DETROIT RETIREES,
Plaintiffs. v. THE CITY OF DETROIT, MICHIGAN and KEVYN ORR,
INDIVIDUALLY AND IN HIS OFFICIAL CAPACITY AS EMERGENCY MANAGER OF
THE CITY OF DETROIT, MICHIGAN, Defendants, Adv. Pro. No. ____
(Bankr. E.D. Mic.).

The Retirees Committee is represented by:

         Claude Montgomery, Esq.
         Carole Neville, Esq.
         DENTONS US LLP
         1221 Avenue of the Americas
         New York, New York 10020
         Tel: (212) 768-6700
         Fax: (212) 768-6800
         E-mail: claude.montgomery@dentons.com
                 carole.neville@dentons.com

            -- and --

         Sam Alberts, Esq.
         Dan Barnowski, Esq.
         DENTONS US LLP
         1301 K Street, NW, Suite 600 East Tower
         Washington, DC 20005
         Tel: (202) 408-6400
         Fax: (202) 408-6399
         E-mail: sam.alberts@dentons.com
                 dan.barnowski@dentons.com

            -- and --

         Matthew E. Wilkins, Esq.
         Paula A. Hall, Esq.
         BROOKS WILKINS SHARKEY & TURCO PLLC
         401 South Old Woodward, Suite 400
         Birmingham, Michigan 48009
         Direct: (248) 971-1711
         Cell: (248) 882-8496
         Fax: (248) 971-1801
         E-mail: wilkins@bwst-law.com
                 hall@bwst-law.com

Attorneys for Retired Detroit Police and Fire Fighters Association
and the Detroit Retired City Employees Association:

         Ryan C. Plecha, Esq.
         LIPPITT O'KEEFE, PLLC
         370 E. Maple, 3rd Floor
         Birmingham, MI 48009
         Direct: (248) 646-8292
         Fax: (248) 646-8375
         E-mail: rplecha@lippittokeefe.com

Attorneys for AFSCME Sub-Chapter 98, City of Detroit Retirees:

         Bruce Miller, Esq.
         Richard G. Mack, Jr., Esq.
         MILLER COHEN, PLC
         600 West Lafayette, 4th floor
         Detroit, Michigan 48226
         Tel: (313)-964-4454
         Fax: (313)-964-4490
         E-mail: RichardMack@millercohen.com

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DIOCESE OF STOCKTON, CA: To Seek Ch. 11 Bankruptcy Wednesday
------------------------------------------------------------
Rich Ibarra, writing for Capital Public Radio, reports that Bishop
Stephen Blaire of the Roman Catholic Diocese of Stockton in
California said Monday he will file for Chapter 11 bankruptcy on
Wednesday partly in response to the financial loss of sexual abuse
cases by priests.  The report notes the diocese and its insurers
have paid out more than $32 million over the last 20 years.  The
Bishop said the parishes, cemetery, and Catholic schools are
separate corporations within the Diocese so they will not be
affected.


DOLAN CO: Amends Credit Agreement Amid Restructuring Talks
----------------------------------------------------------
The Dolan Company on Jan. 13 disclosed that it entered into the
Seventh Amendment to its Third Amended and Restated Credit
Agreement dated December 6, 2010.

In general, the Seventh Amendment provides the Company with access
to its revolving credit facility while the Company and lenders
negotiate a term sheet for restructuring the Company's balance
sheet.  The Amendment provides that an HIG Capital affiliate,
Bayside Capital, Inc., which currently holds participation
interests covering a majority of the indebtedness outstanding
under the Credit Agreement, can become a lender under the Credit
Agreement, and requires the Company and its lenders to agree on a
term sheet for restructuring the Company's capital structure
promptly after receipt of a restructuring proposal from Bayside
Capital.  The Seventh Amendment also temporarily waives the
Company's default with respect to certain covenants and
obligations existing or anticipated as of December 31, 2013,
reduces the amount available in the revolving credit facility,
increases the interest rate on outstanding loan amounts by 2% per
year, requires an additional fee equal to 2% of the sum of the
outstanding term loans and revolving commitments, and requires the
Company to have engaged a chief restructuring officer.  As
previously announced, the Company appointed Kevin Nystrom,
managing director of Zolfo Cooper, as its chief restructuring
officer.

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


DOLPHIN BAY: Jan. 14 Final Hearing on Bid to Use Cash Collateral
----------------------------------------------------------------
The Hon. Paul G. Hyman Bankruptcy Court for the Southern District
of Florida authorized, on an interim basis, Dolphin Bay
Developers, Inc., to use cash collateral of prepetition secured
creditors Bank United, James Gillis, Regions Bank and the Palm
Beach County Tax Collector.

The Court will hold a final hearing on the matter on Jan. 14,
2014, at 9:30 a.m.

The Debtor may use the cash collateral to pay all ordinary and
necessary expenses associated with maintaining the real properties
until Jan. 19, 2014.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens.

As reported in the Troubled Company Reporter on Jan. 9, 2014, the
Debtor said 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 scheduled $4,795,423 in total assets and $4,591,853 in
total liabilities.   It has hired Philip J. Landau, Esq., and the
law firm of Shraiberg, Ferrara & Landau, P.A., as bankruptcy
counsel.  The case is assigned to Judge Paul G. Hyman Jr.

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


EDISON MISSION: Seeks to Terminate Retirees' Health Benefits
------------------------------------------------------------
Edison Mission Energy, et al., seek authority from the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to terminate retiree benefits immediately following the
effective date of the Chapter 11 Plan of Reorganization and
terminate the Midwest Generation, LLC Union Retiree Benefits as of
March 31, 2015.

The Plan, which is up for approval at a Feb. 19 confirmation
hearing, provides for the sale of all or substantially all of
Debtors MWG, EME, and Midwest Generation EME, LLC, will be sold to
NRG Energy, Inc.

The Debtors state that historically, they have been able to fund
the retiree benefits with revenues from their power generating
assets.  Soon, this will no longer be possible as following
confirmation, the Debtors will lack revenue generating operations
that would allow them to continue to fund the retiree benefits,
currently estimated to exceed $62.5 million on a present value
basis.  The Debtors add that NRG is not assuming responsibility
for the retiree benefits.

Moreover, following confirmation of the Plan, the Debtors will be
unable to administer the Retiree Benefits.  For the past 27 years,
the Debtors? corporate parent, Edison International has been
responsible for administering the Retiree Benefits.  This
arrangement will end following confirmation of the Plan.  After
confirmation, EME will not have the resources, administrative
support, personnel, or experience that would allow them to
continue to administer the Retiree Benefits following Plan
confirmation into the future.

Furthermore, the Debtors assert that both the documents governing
the Retiree Benefits and applicable law unequivocally permit the
Sponsoring Debtors to unilaterally terminate the Retiree Benefits.
The Debtors are only obligated to continue to provide the Retiree
Benefits to the extent such benefits are ?vested" and these
benefits are not vested, the Debtors' counsel, David R. Seligman,
P.C., Esq., at Kirkland & Ellips LLP, in Chicago, Illinois,
asserts in court papers.

A hearing on the request is set for Jan. 22, 2014, at 10:30 a.m.
(Central Time).  Objections are due Jan. 15.

                      About Edison Mission

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

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

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

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

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

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

The Debtors, other than Camino Energy Company, are also
represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer,
Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland &
Ellis LLP, in New York.  Debtor Camino Energy Company is
represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at
McDonald Hopkins LLC, in Chicago, Illinois.

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

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


EXCELLIUM INC: Changes Name to "XL-ID Solutions Inc."
-----------------------------------------------------
Excellium Inc., a Tier II issuer listed on the TSX Venture
Exchange, on Jan. 10 disclosed that it has changed its name to
"XL-ID Solutions Inc."  The name change was made pursuant to the
previously announced transaction with Site Integration Plus Inc.,
which closed on December 11, 2013 following receipt of approval
from the Superior Court of Quebec.  Under the terms of the Court
order, the Corporation is authorized to proceed with the change of
name without shareholder approval.

The name change takes effect immediately.  The Corporation's stock
symbol will remain "XLM" on the Exchange.

As announced on December 4, 2013, the Corporation has filed with
the Office of the Superintendent of Bankruptcy a notice of
intention to submit a proposal to its creditors pursuant to the
Bankruptcy and Insolvency Act (Canada).  The Corporation intends
to submit a proposal to its creditors in January 2014 and will
make further announcements in that regard at such time.

Excellium -- http://www.excellium.ca-- is a security company
specialized in biometrics identity systems and proactive security
management and in the integration of security products for the
institutional and industrial markets.  Excellium is active in two
distinct but complementary lines of business: electronic security,
which includes security management, access control and video
surveillance, and electronic identification, comprising background
checks and biometric identification.


EXIDE TECHNOLOGIES: Creditors' Panel Taps Geosyntec as Consultants
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Exide
Technologies Inc. seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Geosyntec Consultants
as environmental consultants to the Committee.

The Committee requires Geosyntec Consultants to:

   (a) assist the Committee in evaluating potential environmental
       exposure at various of the Debtor's current and former
       plant sites;

   (b) assist the Committee in understanding and evaluating
       potential future capital expenditures necessary to comply
       with regulatory requirements;

   (c) assist the Committee in understanding and evaluating
       possible exposure to claims stemming from Exide's
       operations; and

   (d) provide other services as requested by the Committee.

Geosyntec Consultants will be paid at these hourly rates:

       Michael Berman               $270
       Michael McKibben             $270
       Jeffrey Leed                 $270
       Professional                 $122-$215
       Associate                    $240
       Principal                    $270
       Other Staff                   $52-$135

Geosyntec Consultants will also be reimbursed for reasonable out-
of-pocket expenses incurred.

Michael Berman, principal of Geosyntec Consultants, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Jan. 22, 2014, at 3:00 p.m.  Objections, if any,
are due Jan. 15, 2014, at 4:00 p.m.

Geosyntec Consultants can be reached at:

       Michael Berman
       GEOSYNTEC CONSULTANTS
       10220 Old Columbia Road, Suite A
       Columbia, MD 21046
       Tel: +1 (410) 910-7639
       E-mail: mberman@geosyntec.com

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide's international operations were
not included in the filing and have continued their business
operations without supervision from the U.S. courts.

When it filed for bankruptcy, the Debtor disclosed $1.89 billion
in assets and $1.14 billion in liabilities as of March 31, 2013.
In its formal schedules filed with the Court in August 2013, Exide
listed $1,704,327,521 (plus undetermined amounts) in total assets;
and $988,700,577 (plus undetermined amounts) in total liabilities.

For the 2013 case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.


FAIRMONT GENERAL: Court Signs Consent Order Over Series 2008 Bonds
------------------------------------------------------------------
The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia on Dec. 20 approved a consent
order regarding the validity, enforceability and priority of the
liens and security interests securing Fairmont General Hospital,
Inc., et al.'s obligations in respect of the Series 2008 Bonds.

Pursuant to the consent order, among other things:

   1. any claims or causes of action that may arise from the
      control agreement issues will be addressed in conjunction
      with the confirmation of the Debtors' plan of reorganization
      or liquidation;

   2. for the avoidance of doubt, the control agreement issues
      do not implicate or pertain to the accounts established
      under the 2008 Trust Indenture which are held by the
      trustee;

   3. the Committee's and the trustee's respective rights, claims
      and defenses with respect to the control agreement issues
      and the effect thereof on the enforceability and priority
      of the Series 2008 Liens are reserved and preserved; and

   4. the trustee's rights and liens with respect to the
      trustee-held funds, and the treatment afforded to such
      funds under the cash collateral order, will not be altered
      or modified in any respect by the order.

As reported in the Troubled Company Reporter on Nov. 12, 2013,
the Debtors obtained final approval to use the cash collateral
of UMB Bank, N.A., as the successor Indenture Trustee for the
Debtor's 2007 bonds (Marion County) and Series 2008 bonds (West
Virginia Hospital Finance Authority).

As reported by the TCR on Oct. 10, 2013, the Debtors obtained an
order from the Court authorizing interim cash collateral use; and
the Debtors, the Official Committee of Unsecured Creditors, and
UMB Bank engaged in discussions regarding the terms and conditions
of continued use of cash collateral.  To afford the Debtors, the
Committee, and UMB Bank additional time to attempt to achieve a
consensual resolution of the terms and conditions of continued use
of cash collateral, the Parties agreed to seek a continuance of
the final hearing on the Cash Collateral Motion and authorization
for the Debtors to continue to use cash collateral in accordance
with the provisions of the first interim order, as modified,
pending a final hearing on the motion.

UMB Bank is entitled to adequate protection of its interests in
the prepetition collateral, including, but not limited to, the
cash collateral, for any diminution in value of its interests in
the prepetition collateral.  As security for and solely to the
extent of any diminution in the value of the Trustee's Prepetition
Collateral from and after the Petition Date, the Trustee is
granted senior priority replacement liens upon all assets and
property of the Debtors and their respective estates of any kind
or nature whatsoever, to the extent of and with the same validity
and priority of the Trustee's valid and duly perfected liens on
and security interests in the prepetition collateral.  The
Replacement Liens and Super-Priority Administrative Claim will be
junior and subordinate to these fees and expenses: (a) all accrued
but unpaid fees and expenses of the attorneys, accountants,
financial advisors, bankers and other professionals retained by
the Debtors or the Committee under section 327 or 1103(a) of the
Bankruptcy Code, allocable to the professionals under and to the
extent set forth in the budget and incurred prior to the delivery
of a termination notice; (b) professional fees and expenses in the
amount of $100,000 incurred after delivery of a termination
notice; and (c) the payment of fees to the extent related to the
Chapter 11 cases of the Debtors.

                     About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013.  he 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.  Hammond Hanlon Camp, LLC, has been engaged
as investment banker and financial advisor.

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.

The Bankruptcy Court has named Suzanne Koenig at SAK Management
Services, LLC, as patient care ombudsman.

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

The Debtors have scheduled $48,568,863 in total assets and
$54,774,365 in total liabilities.


FIAT SPA: S&P Affirms 'BB-' LT CCR Over Chrysler Takeover
---------------------------------------------------------
Standard & Poor's Ratings Services said it had affirmed its
'BB-/B' long- and short-term corporate credit ratings on Italy-
incorporated automobile manufacturer Fiat SpA (Fiat).  The
outlook is stable.

At the same time, S&P affirmed its 'BB-' issuer ratings on the
group's debt instruments.  The recovery rating on these
instruments is '4', indicating S&P's expectation of average
(30%-50%) recovery in the event of default.

The affirmation follows Fiat's announcement that it has reached an
agreement with the VEBA Trust to acquire the remaining 41.5%
equity stake in Chrysler it does not already own.  The acquisition
is to be completed by Jan. 20, 2014, for a total consideration of
$4.3 billion, and will result in Fiat taking full control of
Chrysler.  The initial purchase price of $3.65 billion will be
funded by a $1.9 billion special distribution from Chrysler and
$1.75 billion in cash from Fiat, and followed by an additional
$0.7 billion contribution to be made by Chrysler over the next
three years in four installments.  The agreement between Fiat and
the VEBA Trust also allows for the dismissal of the legal
proceedings regarding the interpretation of the call option
agreement between Fiat and the VEBA Trust.

S&P understands Fiat does not plan to raise equity to fund any
part of the acquisition.  Including the $1.9 billion distribution
from Chrysler, the transaction will likely lead to growth in
Fiat's reported net debt.  On a Standard & Poor's-adjusted basis,
this will likely be offset by a similar-size year-on-year decrease
in net liabilities related to pensions and other post-employment
benefits, in S&P's view.  Overall, S&P expects Fiat will be able
to maintain credit ratios in S&P's "aggressive" financial risk
profile category following the transaction.

The ratings on Fiat reflect S&P's view of the company's "fair"
business risk profile and "aggressive" financial risk profile, as
S&P's criteria define these terms.

"Given that Chrysler is already 58.5%-owned and fully consolidated
by Fiat, we believe 100% control will not immediately strengthen
Fiat's business risk profile, which we already assess as "fair".
Still, the acquisition should provide a new impetus to the group's
integration initiatives.  We believe full control will give the
group greater flexibility to deploy its commercial and industrial
strategy on a global basis and could over time generate some cost
savings.  Full integration will also likely support Fiat's
positioning in light trucks and minivan markets and enable cross-
selling agreements that should underpin revenue growth over the
next few years.  Chrysler's main exposures to the increasing North
American auto market and the Asian market will also dilute the
group's substantial exposure to the depressed European auto market
for mass-market vehicles," S&P said.

The stable outlook reflects S&P's expectation that Fiat will
accelerate the Chrysler integration process, supporting an
improvement in operating performance in 2014, and take measures to
facilitate cash flow movements with Chrysler.

In S&P's base case, it expects the consolidated group to maintain
FFO to net adjusted debt at 10%-12% and net adjusted debt to
EBITDA at about 5.0x in 2014.  S&P views both of these levels as
the minimum levels commensurate with the current rating.


FIRST DATA: Sells $725 Million Additional 11.75% Senior Notes
-------------------------------------------------------------
First Data Corporation, on Jan. 6, 2014, issued and sold
$725,000,000 aggregate principal amount of additional 11.75
percent Senior Subordinated Notes due 2021, which mature on
Aug. 15, 2021, pursuant to an indenture governing the 11.75
percent Senior Subordinated Notes due 2021 that were issued on
May 30, 2013, and Nov. 19, 2013, by and among the Company, the
guarantors and Wells Fargo Bank, National Association, as trustee.

The additional notes are expected to be treated as a single series
with the Existing 11.75 percent Notes and will have the same terms
as those of the Existing 11.75 percent Notes, except that the
additional notes (i) will be subject to a separate registration
rights agreement and (ii) will be issued initially under CUSIP
numbers different from the Existing 11.75 percent Notes.  The
additional notes and the Existing 11.75 percent Notes will vote as
one class under the Indenture.

The Company will use the net proceeds from the issue and sale of
the additional notes, together with cash on hand, to optionally
redeem on Jan. 15, 2014, all of its outstanding 11.25 percent
Senior Subordinated Notes due 2016 and pay related fees and
expenses.

Registration Rights Agreement

On Jan. 6, 2014, the Company, the guarantors of the additional
notes and the initial purchasers entered into a registration
rights agreement with respect to the additional notes.  In the
Registration Rights Agreement, the Company and the guarantors of
the additional notes have agreed that they will (1) file a
registration statements on an appropriate registration form with
respect to a registered offer to exchange the additional notes for
new notes guaranteed by the guarantors on a senior unsecured
basis, with terms substantially identical in all material respects
to the additional notes and (2) use their reasonable best efforts
to cause the exchange offer registration statement to be declared
effective under the Securities Act of 1933, as amended.

The Company and the guarantors have agreed to use their reasonable
best efforts to cause the exchange offer to be consummated or, if
required, to have one or more shelf registration statements
declared effective, within 180 days after the issue date of the
additional notes.

If the Company and the guarantors fail to satisfy this obligation,
the annual interest rate on the additional notes will increase by
0.25 percent.  The annual interest rate on the additional notes
will increase by an additional 0.25 percent for each subsequent
90-day period during which the registration default continues, up
to a maximum additional interest rate of 0.50 percent per year
over the applicable interest rate listed in the Indenture.  If the
registration default is corrected, the applicable interest rate on
those additional notes will revert to the original level.

If the Company must pay additional interest, it will pay it to the
noteholders in cash on the same dates that the Company makes other
interest payments on the additional notes, until the registration
default is corrected.

A copy of the Second Supplemental Indenture is available at:

                         http://is.gd/59YeGi

                           About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to the Company of $746 million.  First Data
incurred a net loss attributable to the Company of $700.9 million
in 2012, a net loss attributable to the Company of $516.1 million
in 2011, and a net loss attributable to the Company of $1.02
billion in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $36.84
billion in total assets, $34.97 billion in total liabilities,
$67.9 million in redeemable noncontrolling interest and $1.79
billion in total equity.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FRED'S INC: Poor Holiday Results Point to Retailer's Sale
---------------------------------------------------------
Sarah Pringle, writing for The Deal, reported that as Fred's Inc.
embarks on a review of strategic alternatives after revenue over
the holiday season fell short of expectations, industry observers
think an outright sale could be in the discount general
merchandise store operator's future.

According to the report, though the specific alternatives being
evaluated weren't identified by the Memphis, Tenn.-based retailer,
Fred's CFO Jerry Shore confirmed by phone that "there are a lot of
different options that are available to the company."

The report related that, in the Jan. 9, announcement, Fred's cited
lackluster sales for its general merchandise business during Black
Friday as the key factor behind the review.  Fred's said its total
sales for the five-week fiscal month of December were essentially
flat at $209.5 million, as compared with $209.9 million a year
earlier.

Should Fred's pursue an outright sale, the company would likely be
valued somewhere between about $17.50 and $22.50 a share,
according to Northcoast Research Partners LLC analyst Nick
Mitchell, the report further related.  Based on Fred's 36.79
million shares or so outstanding, that means the retailer could
fetch somewhere between $643.8 million and $827.8 million in a
transaction.


FREE HORIZON: Fitch Withdraws 'BB-' Rating on $6.3-Mil. Bonds
-------------------------------------------------------------
Fitch Ratings withdraws its unenhanced 'BB-' rating on
approximately $6.3 million outstanding charter school revenue
bonds, series 2010, issued by the Colorado Educational and
Cultural Facilities Authority on behalf of Free Horizon Montessori
Charter School (FHM).

FHM has chosen to stop participating in the rating process.
Therefore, Fitch will no longer have sufficient information to
maintain the ratings.  Accordingly, Fitch will no longer provide
ratings or analytical coverage for FHM.


GENERAL MOTORS: 'Closest It Has Ever Been' to Reinstating Dividend
------------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported tthat
General Motors Co. Chief Financial Officer Dan Ammann said the
auto maker is "the closest it has ever been" to reinstating a
dividend.

According to the report, Mr. Ammann made the comments on Jan. 12
as he also said the European economy appears to have bottomed out.
GM last paid a dividend on its common stock in May 2008.

"It is at the bottom, but I am unsure how quickly we will come off
the bottom," he said, the report cited.  "We will see how the year
unfolds."

The comments inject more enthusiasm in the auto maker which has
been showing signs of financial strength since its exit from
bankruptcy in 2009, the report said.  The auto maker reports its
2013 financial results next month.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GLOBAL AVIATION: World Airways Fails to Reach Deal with Teamsters
-----------------------------------------------------------------
On Jan. 10, 2014, Teamster representatives of the Flight
Attendants and Pilots of World Airways disclosed that bankruptcy
discussions with their employer failed to yield an agreement on
concessions their carrier was seeking.

Approximately one year ago, Teamsters members sacrificed
$75 million in concessions to allow World to emerge from
bankruptcy for the first time.  Less than nine months after
emerging in February 2013, the company again declared bankruptcy
in November 2013.

"While the Teamsters remain committed to finding some way forward
with the management of World Airways, our members have spoken loud
and clear that we cannot make more concessions without assurances
that sacrifices will be shared equally among stakeholders and that
the sacrifices will be remembered and honored should the company
return to profitability," said Capt. David Bourne, Director of the
Teamsters Airline Division.  "So far, the company has been
unwilling to give us such assurances.  Moreover, the company has
failed to provide up-to-date information about their business
plans, or solid accounting supporting their requests for
concessions."

This round of concessionary negotiations marks the second time
Teamsters-represented Pilots and Flight Attendants were asked to
cut wages and benefits. No further negotiations are scheduled at
this time.

The Teamsters Airline Division represents approximately 80,000
workers in all segments of commercial aviation, including pilots
and flight attendants.  The International Brotherhood of Teamsters
was founded in 1903 and represents more than 1.4 million
hardworking men and women in the United States, Canada and Puerto
Rico.

                 About Global Aviation Holdings

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

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

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

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

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

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

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


GMG CAPITAL: Files Schedules of Assets and Liabilities
------------------------------------------------------
GMG Capital Partners III, L.P., filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $21,696,757
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,877,498
                                 -----------      -----------
        TOTAL                    $21,696,757       $7,877,498

A copy of the schedules is available for free at:

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

GMG Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10,
2013.


GMG CAPITAL: Olshan Frome Approved as Bankruptcy Counsel
--------------------------------------------------------
The Bankruptcy Court has authorized GMG Capital Partners III,
L.P., and GMG Capital Partners III Companion Fund, L.P, to employ
Olshan Frome Wolosky LLP as counsel.

As reported in the Troubled Company Reporter on Sept. 18, 2013,
Olshan is expected to, among other things:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors in possession continuing to operate and
       to manage their respective businesses and properties under
       Chapter 11 of the Bankruptcy Code;

   (b) prepare on behalf of the Debtors all necessary and
       appropriate applications, motions, draft orders, other
       pleadings, notices, schedules and other documents, and
       review all financial and other reports to be filed in the
       Debtors' Chapter 11 cases;

   (c) advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed by other parties in the Chapter 11
       cases;

   (d) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (e) advise and assist the Debtors in connection with any
       commercial transactions;

   (f) advise and assist the Debtors in communications with the
       Debtors' stakeholders;

   (g) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections and
       lease restructurings;

   (h) advise the Debtors in connection with the formulation,
       negotiation and promulgation of a Chapter 11 plan or plans,
       and related transactional documents;

   (i) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (j) commence and conduct litigation necessary and appropriate
       to assert rights held by the Debtors, protect assets of the
       Debtors' Chapter 11 estates or otherwise further the goal
       of completing the Debtors' successful Chapter 11 process,
       and to defend against any litigation brought against the
       Debtors; and

   (k) perform all other necessary and appropriate legal services
       in connection with the Chapter 11 cases for or on behalf of
       the Debtors.

The Debtors will pay Olshan based on the firm's current hourly
rates as follows:

             Partners & Counsel   $500 to $780
             Associates           $290 to $500
             Paraprofessionals    $170 to $300

These professionals who will have primary responsibility for
providing services to the Debtor: Michael S. Fox ($670), Kyle C.
Bisceglie ($650) and Jonathan T. Koevary ($490).

The Debtors will also reimburse the firm for its expenses incurred
in connection with its representation.

Olshan received an initial retainer on Aug. 27, 2013, of $55,000
and a subsequent retainer on Sept. 9, 2013, of $15,000, for its
preparation for and representation of the Debtors in their Chapter
11 cases.

The Debtors believe that Olshan is a "disinterested person" as
that term is defined in section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.

                   About GMG Capital Partners

GMG Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10,
2013.  GMG Capital Partners III disclosed $21,696,757 in assets
and $7,877,498 in liabilities as of the Chapter 11 filing.


GMX RESOURCES: U.S. Trustee Objects to Confirmation of Plan
-----------------------------------------------------------
Richard A. Wieland, the U.S. Trustee for Region 19, objects to the
Joint Plan of Reorganization of GMX Resources, Inc., et al.,
complaining that the release provisions, as they pertain to non-
debtors, are in violation of Section 524(e) and, potentially,
Section 1141(d)(3) of the Bankruptcy Code, as the debtor estates
are not truly reorganized under the plan.

The Court has set Jan. 21, 2014 at 1:30 p.m. central time, as the
date and time for hearing on confirmation of the Plan and to
consider any objections to the Plan.  The confirmation hearing
will be held in the Ninth Floor Courtroom, Old Post Office
Building, 215 Dean A. McGee Avenue, Oklahoma City, Oklahoma.

                             GMX Plan

The revised Chapter 11 plan is based on a settlement between
senior secured noteholders and unsecured creditors.  Senior
secured noteholders are to assume ownership of the Debtors in
exchange for $336.3 million of the $402.4 million they're owed --
a recovery of about 83 percent.  The plan reduces debt by $505
million.  The senior noteholders will waive their $64 million
deficiency claim if unsecured creditors vote in favor of the plan.

Second-lien notes totaling $51.5 million and $42.3 million in
convertible notes will be treated as unsecured debt.  Similarly,
$2 million in old senior notes will be in the class of unsecured
creditors.

Unsecured creditors will share $1.5 million in cash, for a
recovery estimated at 1 percent or an undetermined larger amount
as a result of successful lawsuits.

Before the settlement, the unsecured creditors' committee objected
to selling the assets to lenders in exchange for debt.  The
lenders had won an auction to buy the assets in a debt swap.  The
committee said the sale would have left nothing for unsecured
creditors.

The settlement abandoned the idea of standalone sale, in favor of
giving ownership to senior noteholders through the plan.

The $51.5 million in 9 percent second-lien notes last traded on
Dec. 3 for less than 1 cent on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority. The $48.3 million in senior unsecured notes due 2015
traded on Nov. 20 for less than 1 cent, according to Trace.

A copy of the Disclosure Statement is available for free at:

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

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.

GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla.
Case No. 13-11456) on April 1, 2013, so secured lenders can buy
the business in exchange for $324.3 million in first-lien notes.
GMX listed assets for $281.1 million and liabilities totaling
$458.5 million.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

David Zdunkewicz, Esq., Timothy A. Davidson II, Esq., and Joseph
Rovira, Esq., at ANDREWS KURTH LLP, serves as the Debtors'
counsel.  Special Local Counsel, Conflicts Counsel and Litigation
Counsel for the Debtors are William H. Hoch, Esq., and Christopher
M. Staine, Esq., at CROWE & DUNLEVY, P.C.

Counsel to Backstop Lenders under DIP Financing and Steering
Committee of Holders of Senior Secured Notes are Brian Hermann,
Esq., and Sarah Harnett, Esq., at PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP.

Counsel to the Unsecured Creditors Committee is Jason Brookner,
Esq., at LOOPER REED & MCGRAW P.C.  Looper Reed replaced Winston &
Strawn LLP, effective as of April 25, 2013.  The Committee tapped
Conway MacKenzie, Inc., as financial advisor.


GREENESTONE HEALTHCARE: Amends FY 2012 Report
---------------------------------------------
GreeneStone Healthcare Corporation filed with the U.S. Securities
and Exchange Commission on January 7, 2014, an amendment to its
annual report on Form 10-K for the year ended Dec. 31, 2012.

In the report, Jarvis Ryan Associates expressed substantial doubt
about the Company's ability to continue as a going concern, citing
the Company has incurred losses since inception.  As at Dec. 31,
2012, the Company has a working capital deficiency of $4,015,405
(2011: $3,587,001) and accumulated deficit of $10,303,902 (2011:
$8,819,549).  Accordingly, the Company will be dependent upon the
raising of additional capital through placement of common shares,
and, or debt financing in order to implement its business plan.

The Company reported total comprehensive loss of $1.55 million on
$5.54 million of revenues on Dec. 31, 2012, compared with a total
comprehensive loss $2.46 million on $1.68 million of revenues on
Dec. 31, 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.12 million
in total assets, $4.56 million in total liabilities, and
stockholders' deficit of $3.44 million.

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

                       http://is.gd/eOYC54

Greenestone Healthcare Corporation -- http://www.greenestone.net/
-- operates medical and healthcare clinics in Ontario, Canada.
GreeneStone's clinics serve to add overflow capacity to an
increasingly stretched provincial healthcare system, and provide
private alternatives to publicly available healthcare services.
Its four medical clinics (three in Toronto, along with a facility
in Muskoka, Ontario) offer various medical services, including
addiction treatment, endoscopy, minor cosmetic procedures, and
executive health care services.


HOG BROTHERS: Central Railroad Company Suit Goes to Trial
---------------------------------------------------------
District Judge Denise Page Hood granted the request of Hog
Brothers Recycling, LLC, to set aside a default judgment entered
in November 2009 in the lawsuit commenced against it by Central
Railroad Company of Indianapolis to allow the parties to litigate
the issues based on merits.

"The Court is satisfied that the entry of this default was
justified pursuant to Fed. R. Civ. P. 55(a) as Defendant failed to
plead or otherwise defend after it was properly served with a
summons and a copy of the Complaint.  The Court also appreciates
the fact that following the entry of default, this case was
administratively closed by the Court due to [Hog Brothers']
Bankruptcy Court proceedings.  The court recognizes that vacating
a default judgment duly entered without fraud or overreaching is
not an action which the Court should take arbitrarily or as a
courtesy or favor to the losing party. . . . Nevertheless, federal
courts also tend to view default judgments with disfavor and favor
trials on the merits," according to Judge Hood.

CRCI filed a Complaint against Hog Brothers in September 2009 to
collect freight and finance charges assessed pursuant to
applicable tariffs governing the common carriage of freight by the
Chicago, Fort Wayne & Eastern Division of CRCI, an interstate rail
carrier, as mandated by 49 U.S.C. Sec. 11101.  Beginning in
January 2009 and continuing through August 2009, Hog Brothers
incurred $112,578.26 in freight and finance charges, but has
failed to pay them.

The case is, CENTRAL RAILROAD COMPANY OF INDIANAPOLIS d/b/a
CHICAGO FORT WAYNE & EASTERN RAILROAD, Plaintiff, v. HOG BROTHERS
RECYCLING, LLC, Defendant, Case No. 09-CV-13522 (E.D. Mich.).  A
copy of the Court's Jan. 8, 2014 Memorandum Opinion and Order is
available at http://is.gd/GSrN8nfrom Leagle.com.

Hog Brothers Recycling, LLC, filed for bankruptcy on March 18,
2010 (Bankr. E.D. Mich., Case No. 10-48733).  On July 9, 2010, the
Bankruptcy Court approved a motion for the sale of substantially
all of the Debtor's assets for Fort Iron.  On Oct. 22, 2010, the
Court entered an order dismissing the case and the case was closed
on Oct. 25, 2010.


HOSPITALITY STAFFING: Conway Mackenzie Approved to Provide CRO
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized HSS Holding, LLC, et al., to employ Conway Mackenzie
Management Services, LLC, to provide chief restructuring officer
and additional personnel; and appoint A. Jeffrey Zappone as chief
restructuring officer, and Peter J. Richter as executive vice
president.

As reported in the Troubled Company Reporter on Nov. 4, 2013, the
engagement letter between the Debtors and CMS provides that the
firm will be compensated for its services on a weekly basis
pursuant to these hourly rates:

   Managing and Senior Directors       $355 to $675
   Senior Associates and Directors     $295 to $425

The engagement agreement also provides for a $50,000 retainer, and
the reimbursement of CMS' reasonable out-of-pocket expenses.

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

           About Hospitality Staffing Solutions, LLC

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994 as of the Chapter 11 filing.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


HOSPITALITY STAFFING: Epiq Approved as Administrative Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized HSS Holding, LLC, et al., to employ Epiq Bankruptcy
Solutions, LLC as administrative advisor.

Epiq presently serves as the Debtors' claims and noticing agent.

Prior to the Petition Date, the Debtors provided Epiq a $25,000
retainer.  The firm will be paid in accordance to its customary
hourly rates and will be reimbursed for any necessary out-of-
pocket expenses.

           About Hospitality Staffing Solutions, LLC

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994 as of the Chapter 11 filing.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


HOSPITALITY STAFFING: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
HSS Holding, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            Undermined
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $22,910,994
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                   Undetermined      $22,910,994

A copy of HSS Holding's schedules is available for free at:

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

           About Hospitality Staffing Solutions, LLC

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


HOSPITALITY STAFFING: Saul Ewing Okayed as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized HSS Holding, LLC, et al., to employ Saul Ewing LLP as
general bankruptcy counsel.

As reported in the Troubled Company Reporter on Nov. 4, 2013, the
attorneys designated to represent the Debtors and their current
hourly rates are:

   Mark Minuti, Esq.                         $640
   Jeffrey C. Hampton, Esq.                  $560
   Lucian Murley, Esq.                       $375
   Monique B. DiSabatino, Esq.               $275
   Ryan B. White, Esq.                       $270

In addition, other attorneys and paralegals will be involved as
necessary and appropriate to represent the Debtors, and the firm's
hourly rates for those professionals are as follows:

   Partners                          $350 to $750
   Special Counsel                   $300 to $495
   Associates                        $245 to $425
   Paraprofessionals                 $160 to $275

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

Mr. Minuti, a partner at Saul Ewing LLP, in Wilmington, Delaware,
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.  In the one-year period prior to the Petition Date, Saul
Ewing received payment from the Debtors in the approximate amount
of $365,000 for services rendered in contemplation of or in
connection with the planning of the Debtors' bankruptcy cases.  As
of the Petition Date, Saul Ewing also received from the Debtors
the filing fees for the Chapter 11 cases in the amount of $12,130.

           About Hospitality Staffing Solutions, LLC

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994 as of the Chapter 11 filing.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.


IDB HOLDING: G. Willi-Food Announces Repayment of Convertible Loan
------------------------------------------------------------------
G. Willi-Food International Ltd., a global company that
specializes in the development, marketing and international
distribution of kosher foods, on Jan. 13 disclosed that it expects
revenue growth of approximately 17% for fiscal 2013 compared to
revenue in fiscal 2012, based on a preliminary assessment of the
financial results.

"In the 2013 fiscal year we were able to continue to attract new
customers as well as maintain our strong customer base by
providing quality products that have come to represent our brand,"
commented Zwi Williger, Chairman of Willi-Food.  "We intend to
continue the positive gains we have made and continue developing
our product line in the current fiscal year."

The Company also announced the full repayment by C.D-B.A Holdings
(Designated) (2013) Ltd. (" C.D-B.A ") of the convertible loan of
NIS65 million (approximately USD18.3 million) granted on
November 28, 2013 in connection with the proposed reorganization
plan for IDB Holding Corporation.  The Company has also submitted
a request from C.D-B.A to receive the NIS410 thousands
(approximately USD120 thousands) in accumulated interest owed to
the Company under the terms of the convertible loan agreement.

            About G. Willi-Food International Ltd.

G. Willi-Food International Ltd. -- http://www.willi-food.com--
is an Israeli-based company specializing in high-quality, great-
tasting kosher food products.  Willi-Food is engaged directly and
through its subsidiaries in the design, import, marketing and
distribution of over 600 food products worldwide.  As one of
Israel's leading food importers, Willi-Food markets and sells its
food products to over 1,500 customers in Israel and around the
world including large retail and private supermarket chains,
wholesalers and institutional consumers.  The company's operating
divisions include Willi-Food in Israel and Gold Frost, a wholly
owned subsidiary who designs, develops and distributes branded
kosher, dairy-food products.

                       About IDB Holdings

Headquartered in Tel Aviv, Israel, IDB Holdings Corporation Ltd.
-- http://www.idb.co.il-- part of the IDB Group is a company
engaged in diversified investment, financial and other related
operations.  IDB Holding Corporation owns a 100% interest in IDB
Development Corporation Ltd., which holds and centralizes the
Group's investment activities.  Through its interest in IDB
Development, IDB Holding's business interests include insurance
through Clal Insurance, financial activities through Credit Suisse
and Clal Finance, communications through 013 NetVision and Cellcom
Communications, technology through several of its subsidiaries,
industry through Makhteshim Agan Industries, Nesher, Taavura and
several other companies, real estate development through Property
& Building Corp. and Gav-Yam, and retail trade and tourism through
Shufersal, Golf & Co. and Clal Tourism.


ILG INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: ILG, Inc.
           fdba Interline Logistics Groups
        5018 Bristol Industrial Way, Suite 204
        Buford, GA 30518

Case No.: 14-50921

Chapter 11 Petition Date: January 12, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Cameron M. McCord, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: cmccord@joneswalden.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rusty Miller, CEO and secretary.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-50921.pdf


IRONSTONE GROUP: Burr Pilger Replaces Madsen as Accountants
-----------------------------------------------------------
Madsen & Associates CPAs, Inc., the independent registered public
accounting firm of Ironstone, was dismissed by Ironstone on
Jan. 2, 2014.  Also, on Jan. 2, 2014, Ironstone engaged Burr
Pilger Mayer, Inc., as its independent registered public
accounting firm.  Ironstone's decision to dismiss Madsen and to
engage BPM was approved conditionally on BPM's client acceptance
procedures by the Board of Directors of Ironstone on Dec. 17,
2013.

None of the reports of Madsen on the consolidated financial
statements for Ironstone for each of the two most recent fiscal
years ending Dec. 31, 2012, and 2011 or any subsequent interim
periods contain an adverse opinion or a disclaimer of opinion, nor
were those reports qualified or modified as to uncertainty, audit
scope or accounting principles.

During Ironstone's two most recent fiscal years and the subsequent
interim periods through the date of dismissal, there were no
disagreements with Madsen on any matters of accounting principles
or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the satisfaction of Madsen,
would have caused it to make reference to the subject matter of
the disagreements in connection with its reports on the financial
statements for those periods.  For the years ended Dec. 31, 2012,
and 2011, and through Jan. 6, 2014, there were no "reportable
events" as that term is described in Item 304(a)(1)(v) of
Regulation S-K.

During the fiscal years ended Dec. 31, 2012, and 2011 and through
Jan. 6, 2014, neither Ironstone, nor anyone acting on their
behalf, consulted with BPM.

Meanwhile, on Jan. 2, 2014, Mr. Thomas Thurston was appointed to
the Board of Directors to fill an existing vacancy on the Board.

Issues $230,000 Common Shares

Ironstone Group entered into a Stock Purchase Agreement with
certain new investors and certain of its existing investors,
pursuant to which, Ironstone issued and sold to such Share
Purchasers 131,429 shares of Ironstone's Common Stock,
representing 7.0 percent of Ironstone's outstanding equity
securities, for an aggregate purchase price of $230,000.  The
Share Purchasers included Ironstone Directors, Thomas Thurston and
Robert Hambrecht, chief financial officer, Elizabeth Hambrecht,
and secretary, Helen Miazga.

                       About Ironstone Group

San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.

Madsen & Associates CPA's, Inc., in Murray, 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 does not have the necessary working capital for
its planned activity, which raises substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed
$1.10 million in total assets, $1.59 million in total liabilities
and a $488,769 total stockholders' deficit.


JACKSONVILLE BANCORP: Directors Bill Klich, Terrie Spiro Resign
---------------------------------------------------------------
William R. Klich delivered to Jacksonville Bancorp, Inc., on
Jan. 2, 2014, a notice of his resignation from the boards of
directors of the Company and The Jacksonville Bank, its wholly
owned subsidiary, located in Jacksonville, Florida.

On Jan. 3, 2014, Terrie G. Spiro also delivered notice of her
resignation from the boards of directors of the Company and the
Bank.

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.  As of Sept. 30, 2013, the Company had $514.54
million in total assets, $481.82 million in total liabilities and
$32.72 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


LANDAUER HEALTHCARE: Balks at Rival's Motion to Litigate NY Suit
----------------------------------------------------------------
Landauer Healthcare Holdings, Inc., et al., objected to the motion
filed by Passaic Healthcare Services, LLC, dba Allcare Medical,
for relief from the automatic stay, which, according to the
Debtors, attempts to blur the line separating the Debtors'
counterclaim in the lawsuit pending in a New York court and the
prosecution of Allcare's affirmative claims in the pending
lawsuit.

Allcare, a full service durable medical equipment company
specializing in clinical respiratory, wound care and support
surfaces, in 2012, began negotiations to acquire Landauer from its
controlling shareholder.  In 2013, the negotiations fell as
Landauer executed acquisition agreements with an entity known as
"RiteCare" and with Medstar Surgical & Breating Equipment, Inc.

Allcare filed a complaint against Landauer, Clairvest and LMI
Healthcare Holdings, Inc., for breach of certain agreements and
the covenant of good faith and fair dealing that caused Allcare
substantial monetary damages.  The Allcare lawsuit is captioned
Passaic Healthcare Services, LLC, d/b/a Allcare Medical v.
Landauer-Metropolitan, Inc., et al., Index No. 007775-13, Supreme
Ct., NY, Nassau County.

Allcare asked the U.S. Bankruptcy Court for the District of
Delaware to lift the automatic stay so it can proceed litigation
of the New York lawsuit and effectuate setoff of its claims.  The
Debtors assert that the litigation stay be extended through at
least the effective date of a plan of liquidation to remove any
potential unfairness to Allcare and to allow the Debtors to focus
their efforts on their bankruptcy cases.

The Official Committee of Unsecured Creditors and LMI DME Holdings
LLC also join in the Debtors' objection to Allcare's lift stay
motion.

A hearing on Allcare's motion is scheduled for Jan. 17, 2014, at
11:00 a.m.

Allcare is represented by Gary D. Bressler, Esq. --
gbressler@mdmc-law.com -- and David P. Primack, Esq. --
dprimack@mdmc-law.com -- at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Wilmington, Delaware; and Louis A. Modugno,
Esq. -- lmodugno@mdmc-law.com -- at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Morristown, New Jersey.

The Creditors' Committee is represented by Adam G. Landis, Esq.,
Kerri K. Mumford, Esq., and Joseph D. Wright, Esq., at Landis Rath
& Cobb LLP, in Wilmington, Delaware.

LMI DME is represented by David B. Stratton, Esq. --
strattond@pepperlaw.com -- and Evelyn J. Meltzer, Esq. --
meltzere@pepperlaw.com -- at Pepper Hamilton LLP, in Wilmington,
Delaware.

                     About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

The Debtors are represented by Justin H. Rucki, Esq., Michael R.
Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt
& Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L
Gates LLP, in New York; and Charles A. Dale III, Esq., and
Mackenzie L. Shea, Esq., in Boston, Massachusetts.

Carl Marks Advisory Group serves as the Debtor's financial
advisors, and Epiq Systems as claims and notice agent.  Maillie
LLP serves as the Debtors' tax accountants.

The Debtor filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.


LIGHTSQUARED INC: Hearing Focuses on Dish Maneuvers
---------------------------------------------------
Chris Nolter, writing for The Deal, reported that after Dish
Network Corp. withdrew a $2.2 billion bid for a group of
Lightsquared Inc.'s assets, debt purchases by the satellite TV
company's chairman Charlie Ergen were the focus of a Jan. 9
bankruptcy hearing.

According to the report, at the hearing, a lawyer for the bankrupt
telecom suggested that the abrupt bid withdrawal, as well as the
way Ergen went about acquiring his debt stake, were tactical moves
meant to impede the reorganization to the benefit of Dish.

Judge Shelley Chapman began an extended hearing on Jan. 9 that
will consider competing plans to reorganize LightSquared and a
lawsuit that the debtor brought against Ergen because of his
purchases of secured debt, the report related.

The hearing, the report noted, marks the culmination of legal
wrangling between Ergen and LightSquared backer Philip Falcone
over the troubled telecom.

The parties debated whether Ergen made a legitimate investment in
LightSquared's secured as an individual, or whether he violated
debt terms by purchasing the securities, maneuvers that David
Friedman of Kasowitz Benson Torres & Friedman LLP, representing
Falcone's Harbinger Capital Partners LLC, termed "Ergenomics," the
report said.

                      About LightSquared Inc.

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

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

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

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


LIME ENERGY: Grants $70,000 Cash Bonuses to CEO and CFO
-------------------------------------------------------
Lime Energy's Compensation Committee granted Messrs. Adam Procell
(chief executive officer) and Jeffrey Mistarz (chief financial
officer) the following bonuses for their performance during 2013:

                                            Value of Shares of
                               Cash          Restricted Stock
                            ------------    ------------------
Adam Procell                  $40,000           80,000

Jeffrey Mistarz               $30,000                -


The Committee approved the payment of these bonuses prior to the
completion of the annual audit because it determined these bonuses
based on criteria that are not dependent on the results of the
audit.

The restricted stock will be valued based on the closing price of
the Company's stock on Jan. 6, 2014, which was $3.18 per share,
and will vest in equal amounts on the last day of each of 2014,
2015 and 2016.  The restricted stock was granted pursuant to a
restricted stock agreement under the Company's 2008 Long-Term
Incentive Plan, as amended.

                         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.


LONE PINE: Bankruptcy Court Approves Restructuring Plan
-------------------------------------------------------
Lone Pine Resources Inc. on Jan. 10 disclosed that the United
States Bankruptcy Court for the District of Delaware has issued an
order recognizing and enforcing in the United States under Chapter
15 of the U.S. Bankruptcy Code the order issued on January 9, 2014
by the Court of Queen's Bench of Alberta sanctioning and approving
Lone Pine's previously announced First Amended and Restated Plan
of Compromise and Arrangement under the Companies' Creditors
Arrangement Act.

Implementation of the Plan remains subject to satisfaction or
waiver of the various other conditions precedent set forth in the
Plan.  Assuming satisfaction or waiver of these conditions within
the expected time frames, the Company currently anticipates
implementing the Plan and completing its restructuring on or
before Friday, January 31, 2014.

Further information regarding the Company's restructuring
proceedings under the CCAA and Chapter 15, including copies of the
Plan, the Plan Supplement dated December 27, 2013, the information
circular and other materials relating to the creditors' meetings
held on January 6, 2014, the Sanction Order and U.S.  Recognition
Order, and all other court orders and previously-filed reports of
PricewaterhouseCoopers Inc., as Court-appointed monitor of Lone
Pine and its subsidiaries, are available on the Monitor's website
at http://www.pwc.com/car-lpr

                    About Lone Pine Resources

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

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

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

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

Lone Pine's plan of reorganization is a debt-for-equity swap that
would allow it to shed $195 million in bond debt.  Noteholders are
to receive 100 percent ownership of the new common stock.  The
existing $180 million secured bank credit will be paid in full
with proceeds from a new asset-backed loan.  General unsecured
creditors will share a $700,000 fund.  Current equity holders are
being wiped out.


MERRIMACK PHARMACEUTICALS: Credit Suisse Owns Less Than 1% Stake
----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Credit Suisse AG disclosed that as of
Jan. 8, 2014, it beneficially owned 819,800 shares of common stock
of Merrimack Pharmaceuticals Inc. representing 0.80 percent of the
shares outstanding.  Credit Suisse previously reported beneficial
ownership of 5,097,450 common shares or 5.41 percent equity stake
as of Feb. 14, 2013.  A copy of the regulatory filing is available
for free at http://is.gd/h676EH

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack Pharmaceuticals disclosed a net loss of $91.75 million
in 2012, following a net loss of $79.67 million in 2011.  The
Company incurred a $50.15 million net loss in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $224.24
million in total assets, $240.87 million in total liabilities,
$374,000 in noncontrolling interest, and a $16.26 million total
stockholders' deficit.


MOBILESMITH INC: Issues 1.4 Million Common Shares to Grasford
-------------------------------------------------------------
MobileSmith, Inc., issued 1,475,000 million shares of the
Company's common stock to Grasford Investments Ltd., Atlas
Capital, S.A.,'s assignee under an Agreement, Acknowledgment and
Partial Release, in consideration of $737,500.

MobileSmith, Mary Beauregard, as Lead Plaintiff in the securities
class action involving the Company captioned Mary Jane Beauregard
vs. Smart Online, Inc., et al., filed in the United States
District Court for the Middle District of North Carolina, and
Atlas Capital, S.A., entered into the Agreement on Dec. 18, 2013.
Pursuant to the terms of the Agreement, Atlas agreed to purchase
25,000 shares of common stock of the Company transferred by Henry
Nouri to the Class Action settlement fund and 1,475,000 shares of
common stock of the Company for $0.50 per share, and to waive and
relinquish any claim to any share of the future proceeds of the
Settlement Fund.

                        About MobileSmith Inc.

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

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

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


NGPL PIPECO: Moody's Lowers Corporate Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service downgraded NGPL PipeCo LLC's debt
ratings (including the Corporate Family Rating to B3 from B2). The
company's Speculative Grade Liquidity rating remains at SGL-4, and
the Probability of Default Rating is downgraded to B3-PD from B2-
PD. The rating outlook is negative. These rating actions conclude
a review initiated on Oct. 10, 2013, and follows an assessment of
NGPL's third quarter 2013 results and its near-term prospects
which indicated a continuing deterioration in the pipeline's
financial performance.

Ratings Rationale

"NGPL has an untenable amount of debt, bringing near-term solvency
into question, as the company is likely to violate its financial
covenants over the next few quarters, absent a recapitalization,"
says Moody's senior vice president Mihoko Manabe.

Moody's understands that NGPL believes it met its financial
covenants for the 4Q13, typically a seasonally strong quarter.
However, further deterioration in cash flow over the next few
quarters will become evident due to significant amounts of
contracts expiring in the 4Q13 and 1Q14. As a result, liquidity
will get tighter.

NGPL has a short average contract life (barely 2 years for its
transport business), which makes it particularly sensitive to in-
the-market legacy contracts being re-priced at lower prevailing
rates. Since year-end 2012, the amount of contracted capacity for
transport services has decreased by 13% and storage services by
6%. Such steep cuts in contracted capacity could repeat in 2014,
as legacy transport contracts with utilities expire, putting
roughly $40 million of related revenues at risk. NGPL also has
cited a newfound weakness in its storage business, which indicates
some large legacy contracts expiring this year, including those
with marketers looking to exit the gas marketing business.

NGPL's EBITDA in 3Q13 was $66 million, including about $10 million
of gas sales that just brought its trailing 12 months EBITDA to
the $300 million threshold needed to meet its debt-to-EBITDA
leverage covenant of 9.75x. Also in the 3Q13, the company made a
distribution of the full $58 million allowed under its credit
agreement, retaining $50 million of it to supplement EBITDA to
cure any future default on its financial covenants. Moody's
estimates that NGPL will need to draw on these earnings
enhancements to comply during 2014, based on the 3Q13 EBITDA that
suggests an annualized run-rate in the range of $250 to $260
million, implying a debt-to-EBITDA of 12x using the low end of
that EBITDA range. This level of earnings implies that NGPL needs
to have debt of $2.4 to $2.5 billion, well below the $3.0 billion
of debt it has currently, in order to meet the 9.75x test. This
covenant will be harder to meet in 2015, when the threshold is
lowered to 9.50x, requiring even more debt reduction, assuming
EBITDA does not improve.

Liquidity will continue to be strained as NGPL is unlikely to
generate sufficient internal cash flow to make its semi-annual
principal payments on its term loan, which will increase from $7.5
million in 2013 to $25 million in 2014. As a result, the company
would need to begin borrowing under its $75 million revolver, so
that NGPL's total debt could increase rather than decline over
time as expected with the last refinancing two years ago.

Based on the above-mentioned EBITDA of $250 million and assuming a
9x multiple suggest an enterprise value of $2.3 billion, which
will not cover its $3 billion of debt and is less than half its
total assets of $5.0 billion.

"This valuation estimate and poor returns on its assets (-0.2% in
the LTM 9/2013) indicates an imminent write-down of a substantial
amount, if not all, of its goodwill ($3 billion) and book equity
($1.5 billion)," Manabe said.

Moody's notes that NGPL's owners have substantial financial
resources, but to-date they have capitalized NGPL at a bare
minimum, allowing little margin for error as NGPL's revenues
steadily erode. Having two owners has slowed decision-making,
which could become more challenging as the company undergoes
financial distress. The company has been under-investing, which
risks pipeline integrity and safety longer term. A mitigating
factor, which distinguishes NGPL from some Caa1 companies,
however, is it being a substantial FERC-regulated asset that
serves a public necessity, which provides some level of enduring
value to cover debt.

The negative outlook indicates NGPL's fluid situation, and the
potential for announcements which will take place over the next
several months that could spur further rating action. Moody's
anticipates that NGPL's owners will be compelled to address its
persistently troubled financial condition during this time, since
NGPL will be required to make certain disclosures under its
financing documents, for example, the deliveries of the 2014
business plan, the officers' compliance statement, audited
financial statements, and a conference call with bondholders.

NGPL's B3 corporate family rating could be downgraded if NGPL does
not address its deteriorated financial condition in a timely
manner, resulting in a loss of liquidity. Its outlook could be
stabilized if the company is sufficiently de-leveraged and
liquidity is improved, for example, debt-to-EBITDA comfortably
under 9.5x.

Downgrades:

Issuer: NGPL PipeCo. LLC

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

Corporate Family Rating, Downgraded to B3 from B2

Senior Secured Bank Credit Facility Sep 15, 2017, Downgraded to
B3 from B2, LGD3, 46 % from LGD3, 47 %

Senior Secured Bank Credit Facility Sep 15, 2017, Downgraded to
B3 from B2, LGD3, 46 % from LGD3, 47 %

Senior Secured Regular Bond/Debenture Jun 1, 2019, Downgraded to
B3 from B2, LGD4, 52 % from LGD4, 51 %

Issuer: NGPL PipeCo. LLC (Old)

Senior Secured Regular Bond/Debenture Dec 15, 2017, Downgraded to
B3 from B2, LGD4, 52 % from LGD4, 51 %

Senior Secured Regular Bond/Debenture Dec 15, 2037, Downgraded to
B3 from B2, LGD4, 52 % from LGD4, 51 %

Outlook Actions:

Issuer: NGPL PipeCo. LLC

Outlook, Changed To Negative From Rating Under Review

The principal methodology used in this rating was the Natural Gas
Pipelines published in November 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.


NII HOLDINGS: S&P Lowers CCR to 'CCC+' on Weak Finc'l. Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Reston, Va.-based wireless service provider NII
Holdings Inc. (NII) to 'CCC+' from 'B-'.  The outlook is negative.

At the same time, S&P lowered the rating on the senior unsecured
debt at NII International Telecoms S.C.A., a wholly-owned
subsidiary of NII, to 'CCC' from 'B-' and revised the recovery
rating to '5' from '3'.  The '5' recovery rating indicates S&P's
expectation for modest (10%-30%) recovery in the event of payment
default.  S&P also lowered the rating on the senior unsecured debt
at NIICapital Corp. to 'CCC-' from 'CCC'.  The recovery rating on
this debt remains at '6', which indicates S&P's expectation for
negligible (0%-10%) recovery in the event of payment default.

S&P removed all ratings from CreditWatch, where it had placed them
with negative implications on Nov. 1, 2013, following the
company's release of its 2013 third quarter earnings, which
included a sharp 78% year-over-year decline in EBITDA.

"The downgrade is based on NII's weak operating and financial
performance and our view that the company's financial commitments
may be unsustainable over the next few years, although liquidity
should remain 'adequate' in 2014," said Standard & Poor's credit
analyst Allyn Arden.

More specifically, S&P believes the company faces uncertain
longer-term business prospects given its weak market position as a
niche provider of wireless services and greater price-based
competition from better capitalized wireless operators.  NII's
results in the third quarter of 2013 were due primarily to
subscriber losses in the Mexico market, investments related to the
company's 3G wireless network deployment, weaker local currency
rates, and lower average revenue per user (ARPU) in all of its
markets.  In particular, the shutdown of Sprint Corp.'s legacy
integrated digital enhanced network (iDEN) had a significant
impact on NII's operating and financial performance in Mexico
since its 3G network experienced loading issues, which resulted in
heightened churn and net subscriber losses.

The outlook is negative.  Despite the company's large cash
balances and cost reduction initiatives, S&P believes there is a
greater risk of default over the next few years given S&P's
expectation for continued revenue declines and FOCF deficits.

S&P could lower the rating if the potential for a default
increases in the near term, which could be caused by growing
competitive pressures, higher churn, subscriber losses, and lower
ARPU in Brazil and Mexico such that liquidity deteriorates more
rapidly from accelerating FOCF deficits than S&P currently
anticipates.

S&P do not expect a positive rating action in the near term.  S&P
could revise the outlook to stable or raise the rating if NII is
able to:

   -- Maintain at least 15% cushion under its various covenants at
      the operating company facilities;

   -- Raise additional capital to improve its liquidity position;

   -- Demonstrate a trajectory to improve FOCF generation; and

   -- Improve the EBITDA margin to above 10% on a sustained basis.


NPS PHARMACEUTICALS: Expects $31.5-Mil. Global Sales for 2013
-------------------------------------------------------------
NPS Pharmaceuticals, Inc., announced preliminary financial results
for 2013 and its outlook for 2014.

"2013 was a highly successful year marked by transformative events
that position NPS to become a premier global commercial rare
disease company," said Francois Nader, MD, president and chief
executive officer of NPS Pharmaceuticals.  "Highlights included
the successful US launch of Gattex, regaining our ex-US rights to
Revestive and Natpara, and filing the US BLA for Natpara in
hypoparathyroidism."

Preliminary 2013 Results and Update

   * In February, NPS launched and initiated commercial sales of
     Gattex(R) (teduglutide [rDNA origin]) for injection in the US
     for the treatment of adult Short Bowel Syndrome (SBS)
     patients who are dependent on parenteral support.
     Teduglutide is also approved in the European Union for adult
     SBS under the tradename Revestive(R).

   * NPS expects to report 2013 net global sales of approximately
     $31.5 million.  As of December 31, there were 303 patients on
     Gattex/Revestive as compared to 235 patients as of November
     1.  These results are in line with the Company's guidance of
     $28 to $32 million in net sales and 275 to 325 patients on
     therapy by the end of 2013.  The Company's 2013 guidance for
     net sales and the number of patients expected on therapy by
     year-end were positively revised over the course of 2013.

   * As of December 31, 530 Gattex/Revestive prescriptions were
     received, versus 452 prescriptions as of November 1.  As
     previously reported, it is expected to take an average of 90
     to 120 days to dispense the product after it is prescribed in
     the US.  During this time, NPS Advantage works with patients
     to secure prior authorizations and reimbursement, obtain co-
     pay assistance, confirm completion of recommended testing,
     and coordinate nursing visits.

   * NPS ended 2013 with approximately $180 million in cash and
     investments.

Dr. Nader continued: "As we move forward in 2014, our strong
financial position and commercial outlook will allow us to
continue to grow Gattex sales domestically and expand our global
presence with the launches of Revestive in key ex-US markets.
Importantly, we believe the peak opportunity for Revestive could
significantly exceed that of Gattex in the US.  Our commercial-
readiness activities are underway for the potential US approval of
Natpara later this year and international regulatory filings are
also in preparation."

2014 Financial Outlook

NPS expects to achieve the following financial objectives in 2014:

   * Net Gattex/Revestive sales of between $110 and $120 million,
     representing more than 250 percent growth in the Company's
     SBS franchise.

   * Operating expenses, excluding cost of goods sold and share-
     based compensation expense, of between $180 and $200 million.
     The anticipated increase in 2014 operating expenses is
     primarily related to the following investments that NPS is
     making to drive continued long-term, global growth:

        -- The build-out of the Company's infrastructure and core
           competencies to support the continued growth of NPS as
           a global organization.

        -- The production of pre-launch Natpara inventory and the
           establishment of secondary supply-chain sources.

        -- The pre-launch initiatives and the milestone-based ramp
           up of the US commercial infrastructure to support the
           successful commercialization of Natpara.  Key pre-
           launch activities include generating awareness on the
           burden of hypoparathyroidism, creating an unbranded
           platform, deploying a pre-launch field-based team, and
           identifying patients.

        -- The execution of clinical activities supporting the
           global development of teduglutide in pediatric SBS and
           NPSP795 in autosomal dominant hypocalcemia or ADH.

        -- Regulatory activities, including preparations for a
           potential US Food and Drug Administration Advisory
           Committee meeting and key international regulatory
           submissions for Natpara in hypoparathyroidism.

                    About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS has been in the red since 2009.  It posted a net loss of
$18.73 million in 2012, a net loss of $36.26 million in 2011, a
net loss of $31.44 million in 2010, and a net loss of $17.86
million in 2009.

The Company's balance sheet at Sept. 30, 2013, showed $277.01
million in total assets, $185.18 million in total liabilities and
$91.83 million in total stockholders' equity.


NUSTAR PIPE: Fitch Affirms B+ Rating on Jr. Subordinated Notes
-------------------------------------------------------------
Fitch Ratings affirms the 'BB' Issuer Default Rating (IDR) and
senior unsecured rating for NuStar Logistics, L.P.'s (Logistics).
The junior subordinated notes are affirmed at 'B+'.  At the same
time, the 'BB' IDR is withdrawn for NuStar Pipe Line Operating
Partnership, L.P. (NPOP) since there is no longer debt issued at
NPOP.

Debt issued by Logistics is guaranteed by NuStar Energy L.P.
(NuStar) and NPOP.  Both Logistics and NPOP are the operating
limited partnerships of NuStar, which is a publicly traded master
limited partnership.

The Outlook is Stable based on expectations that EBITDA growth
resumes following significant deterioration in 2012 and that cash
flow should be more stable than in the recent past.

The 'BB' rating is supported by NuStar's strong base of primarily
fee-based and regulated pipeline, and terminalling and storage
assets.  These assets accounted for 80% of segment EBITDA in 2011
and Fitch estimates the assets could account for approximately 95%
of EBITDA in 2013 and 2014.  The company sold 50% of its asphalt
operations in September 2012 and closed on the sale of its San
Antonio refinery in January 2013.  Both of these assets generated
volatile cash flows.

NuStar has been in discussions with its asphalt operations JV
partner to divest the remaining 50% stake it owns.  NuStar
currently provides the JV with a $250 million senior unsecured
revolver and up to $150 million in guarantees.  Should NuStar
successfully divest its 50% stake and financial obligations to the
JV, it would benefit NuStar's credit profile but would not likely
trigger a rating action.

Other factors which support the rating include expectations a
return to EBITDA growth in 2013 and beyond after significant
deterioration in 2012.  In 2013, EBITDA growth from the
transportation segment is expected to more than offset weakness in
the storage segment which has been hurt by lower demand for
storage due to backwardation of the forward curve for crude.

Ratings concerns include the company's leverage (Fitch defined as
debt adjusted for 50% equity credit for the junior subordinated
notes to adjusted EBITDA) of 4.9x as of Sept. 30, 2013.  Other
concerns include continued high levels of spending for capex in
2013 and expectations for significant spending in 2014.  Following
NuStar's acquisition of crude oil assets in December 2012 for
approximately $325 million, the company plans to invest in the
assets for growth.

Fitch estimates overall liquidity to be approximately $485 million
as of Sept. 30, 2013.  The company had $25 million of cash and
equivalents on the balance sheet.  In addition, it has a $1.5
billion revolver due 2017 and availability to draw on the revolver
is restricted by the leverage covenant as defined by the bank
agreement.  Fitch estimates that NuStar had availability to draw
approximately $460 million since leverage as defined by the bank
agreement was 4.3x as of Sept. 30, 2013. Revolver borrowings were
$286 million.

Leverage as defined by the bank agreement is to be no greater than
5.0x for covenant compliance.  However, if NuStar makes
acquisitions which exceed $50 million, the bank-defined leverage
ratio increases to 5.5x from 5.0x for two consecutive quarters.

The bank agreement definition of debt excludes debt proceeds held
in escrow for the future funding of construction which was $88
million as of Sept. 30, 2013 and $403 million of junior
subordinated debt from the definition of debt.  The bank-defined
leverage calculation also gives pro forma credit for EBITDA for
material projects.

Fitch still expects yearend 2013 leverage (Fitch defined as debt
adjusted for 50% equity credit for the junior subordinated notes
to adjusted EBITDA) to be in the range of 4.8 - 5.0x.  Leverage is
forecast to remain in that range in 2014 and 2015.

After the revolver matures in 2017, the next debt maturity is $350
million due in 2018.

Capital expenditures remain significant. In 2011, total capex was
$336 million and it rose to $411 million in 2012.  Management
estimates it to be in the range of $335 million to $370 million in
2013.  Fitch believes spending in 2014 could be above 2013 given
NuStar's need to increase EBITDA and distributable cash flow.

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

  -- Significant leverage reduction. Should leverage fall below
     4.5x over a sustained period of time, Fitch may take positive
     rating action.

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

  -- Reduced liquidity;
  -- Deterioration of EBITDA;
  -- Inability to meet growth expectations associated with the
     crude oil acquisition in late 2012 given the substantial
     investment;
  -- Significant increases in capital spending beyond Fitch's
     expectations or further acquisition activity which have
     negative consequences for the credit profile;
  -- Increased adjusted leverage beyond 5.5x for a sustained
     period of time.


OPPENHEIMER PARTNERS: Bankruptcy Case Administratively Closed
-------------------------------------------------------------
The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona has entered a final decree administratively
closing the Chapter 11 case of Oppenheimer Partners Properties,
LLP.

As reported in the Troubled Company Reporter, the Court on July 18
entered an order confirming the Debtor's Plan of Reorganization
dated March 21, 2012, as modified.  The Court approved the
disclosure statement describing the Plan on May 30, 2012.

The Court ordered that the Plan Effective Date would be Aug. 1,
2013.

Pursuant to the Modified Plan filed July 18, 2013, MidFirst's
secured claim (Class 3) in the amount of $10,007,532 would be paid
in full and on the basis of the so-called A Note dated July 1,
2013.  The A Note was due in full on July 1, 2013.

Interest would accrue on the principal amount of the A Note at a
rate of 5.25% commencing on July 1, 2013.  The Debtor would make
monthly principal and interest payments on the A Note to MidFirst
based upon a 25-year amortization until the entire principal
balance of the A Note and all interest accruing thereunder is paid
in full.

MidFirst's deficiency claim (Class 5) in the amount of $1,881,171
Would be paid in full and on the basis of a so-called B Note dated
July 1, 2013.  The B Note would be due and payable in full July 1,
2023.

The B Note would accrue interest at 2% per annum commencing on the
Effective Date.  The Debtor would make payments of $10,000 per
quarter until the B Note and all interest accruing thereunder is
paid in full.

Unsecured Claims (Class 7) in the amount of $168,723 were slated
to receive payments quarterly beginning on the last day of the
month after the fourth full quarter after the Effective Date of
the Plan.  The Debtor would make a quarterly payment to the Class
7 claims of $10,000.  The allowed unsecured claims would be paid
in full no later than the end of the fourth full year of quarterly
payments.  The Debtor and the holders of Class 7 allowed clams
would bear their own attorneys' fees and costs.

Holders of equity interests of the Debtor (Class 9) would retain
their interests and contribute a total of $50,000 on the Plan
Effective Date.

A copy of the Modified Plan is available at:

        http://bankrupt.com/misc/oppenheimer.doc298.pdf

A copy of the Confirmation Order is available at:

        http://bankrupt.com/misc/oppenheimer.doc303.pdf

             About Oppenheimer Partners Properties

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling
$12.4 million.  Oppenheimer filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah
Sharer Curley presides over the case.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Eric Hamburger, managing
partner.  Robert C. Warnicke, Esq., at Warnicke Law PLC, serves as
counsel to the Debtor, replacing Gordon Silver.


OVERSEAS SHIPHOLDING: Inks Deal to Resolve Deutsche Bank Claims
---------------------------------------------------------------
Overseas Shipholding Group and its debtor affiliates filed with
the U.S. Bankruptcy Court for the District of Delaware a motion
for entry of an order approving a stipulation resolving claims
held by Deutsche Bank Securities, as assignee of claims filed
against certain Debtors by Sorrel Shipmanagement Inc., Belerion
Maritime Co., and Wind Dancer Shipping, Inc.

The Stipulation provides for the following:

   (a) the Claims against Debtor Serifos Tanker Corporation will
       be allowed as general unsecured non-priority claims in the
       reduced amount of $15,088,497 against each of Serifos and
       OSG, on account of a guarantee provided to Sorrel;

   (b) the Claims against Debtor Kimolos Tanker Corporation will
       be allowed as general unsecured nonpriority claims in the
       reduced amount of $14,130,130 against each of Kimolos and
       OSG, on a guarantee provided to Kimolos; and

   (c) the Claims against Debtor Sifnos Tanker Corporation will be
       allowed as general unsecured non-priority claims in the
       reduced amount of $13,781,372 against each of Sifnos and
       OSG, on account of a guarantee provided to Sifnos.

The Court scheduled a Feb. 3, 2014, hearing to consider the
stipulation.  Objections are due Jan. 27.

                     About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Plans to Outsource Technical Management
-------------------------------------------------------------
Overseas Shipholding Group, Inc. on Jan. 13 disclosed that it
intends to outsource the technical management of its International
Flag shipping business to V.Ships, a leading third-party ship
manager.  The outsourcing contract with V.Ships is subject to the
approval of the Bankruptcy Court, which will be sought today and
will be heard on February 3, 2014.  The Company's U.S. Flag
business will continue with its current strategy and will continue
to be headquartered in Tampa, FL.  Customers, employees, vendors
and others involved with OSG's U.S. Flag business will see few, if
any, changes.

Pursuant to a newly focused strategy, the outsourcing of technical
management will provide the Company's International Flag business
with a competitive cost structure, consistent with industry best
practice, that will enable it to take advantage of future market
opportunities.  This new strategy will include the use of a world-
class third-party ship management company, V.Ships, to provide
technical management services to OSG's International Flag
conventional tanker fleet.  The International Flag business, which
has a strong history of pool participation, will now utilize pools
as the principal commercial strategy for all of its vessels, and
OSG intends to participate in independently managed tanker pools.

"The simplification of our International business will allow us to
rely upon the economies of scale, systems, and expertise of
leading third parties," said OSG's chief executive officer,
Capt. Bob Johnston.  "By outsourcing technical management and
pursuing a pool strategy for all our international vessels, we
will position our international business to emerge successfully
from Chapter 11 with a smaller, more-concentrated fleet without
the need for costly systems, multiple offices and the associated
expense.  Outsourcing will allow our international management team
to focus on the strategic direction of the business as the market
recovers by retaining key operational and commercial oversight.

"As we make this transition, we are committed to providing the
same high level of service to our customers and maintaining our
focus on safety, quality and environmental compliance.  Customers
will continue to be served by the same highly trained OSG crews as
before, but under management by V.Ships, a larger organization
with an established track record of incorporating industry best
practices system-wide.  For vendors, suppliers and others involved
with our International Flag business, there will be a seamless
transition as V.Ships assumes various functions.  As we continue
our restructuring process and emerge from Chapter 11 as a
stronger, more-focused business, we are confident that we will be
well positioned to succeed," concluded Capt. Johnston.

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PICCADILLY RESTAURANTS: Hires CBRE Inc as Real Estate Broker
------------------------------------------------------------
Piccadilly Restaurants LLC and its debtor-affiliates seek
authorization from the Hon. Robert Summerhays of the U.S.
Bankruptcy Court for the Western District of Louisiana to enter
into a commission agreement with CBRE Inc. to market real property
of the debtors.

The services that CBRE Inc. will render as real estate broker
include using reasonable diligent efforts to find purchasers for
the Tamarac Property.

The Commission Agreement envisions paying CBRE a commission at the
closing of the sale of the Tamarac Property equal to four percent
of actual sales price received by the Debtors.  The commission is
due only if CBRE Inc procures a purchaser for the sale of the
Tamarac Property that closes during the term of the Commission
Agreement or within 45 days after the expiration of the term.

The Commission Agreement grants to CBRE the exclusive right to
market the Tamarac Property for a period of six months after the
effective date, and may be renewed by the parties.

CBRE is responsible for its own administrative and out-of-pocket
expenses in connection with its efforts under the Commission
Agreement.

Given the transactional nature of CBRE's engagement, CBRE will not
bill the Debtors by the hour and will not keep records of time
spent for professional services rendered in this Chapter 11 Case.
CBRE's compensation is purely contingent on whether the Tamarac
Property is sold as described above.

Ken Krasnow, managing director of CBRE Inc, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

CBRE Inc can be reached at:

       Ken Krasnow
       CBRE, INC.
       200 E. Las Olas Boulevard, Suite 1620
       Fort Lauderdale, FL 33301
       Tel: (954) 331-1738
       E-mail: ken.krasnow@cbre.com

                  About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A., represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Attorneys at
Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP,
represent the Debtors in their restructuring efforts.  BMC Group,
Inc., serves as claims agent, noticing agent and balloting agent.
In its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

Jeffrey L. Cornish serves as the Debtors' consultant.
Postlethwaite & Netterville, PAC, serve as their independent
auditors, accountants and tax consultants.  GA Keen Realty
Advisors, LLC, serve as the Debtors' special real estate advisors
while FTI Consulting, Inc., as their financial consultants.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  The Committee sought
and obtained Court approval to employ Frederick L. Bunol, Esq.,
and Albert J. Derbes, IV, Esq., of Derbes Law Firm, LLC., as
attorneys.  Greenberg Traurig LLP also serves as counsel for the
Committee while Protiviti Inc. serves as financial advisor.


PICCADILLY RESTAURANTS: Atalaya Successfully Blocks FTI Hiring
--------------------------------------------------------------
The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana denied Piccadilly Restaurants, LLC,
et al.'s application to continue and expand FTI Consulting, Inc.'s
scope of employment as financial consultants for a period from
Dec. 5, 2013 through plan confirmation.

Atalaya Administrative LLC -- in its capacity as administrative
agent for Atalaya Special Opportunities Fund IV LP, the post-
petition lenders to Piccadilly Restaurants, LLC, Piccadilly Food
Service, LLC and Piccadilly Investments, LLC -- says the Debtors
have no further availability under the DIP Financing and are not
generating sufficient cash flow to satisfy administrative
expenses.  The Debtors are significantly behind in payments to
professionals, having accrued unpaid fees of at least $700,000.
Layering on $75,000 per month to pay FTI Consulting for work that
is either unnecessary or should be accomplished at a fraction of
the costs internally is not a prudent business decision.  Atalaya
Administrative does not consent to any use of cash collateral or
DIP Financing funds to pay FTI Consulting going forward.
Accordingly, there are no funds available to pay FTI Consulting.

According to the Debtors, FTI Consulting was to:

   (a) develop an understanding of the businesses' current
       financial situation and the short and long term objectives;

   (b) review and assist in updating individual location
       profitability analyses;

   (c) work with the Debtors on 13-week forecasts and long term
       budget with specific focus on cash management and reporting
       and documentation as necessary;

   (d) assist the Debtors with various initiatives and analyses
       required by the restructuring process including
       identification and review of strategic options, reviews
       related to the plan confirmation process, and the
       assessment of current working capital control procedures;
       and

   (e) assist the Debtors in the preparation of financial
       information for distribution to the lenders and other
       stakeholders, including, but not limited to: cash flow
       projections and budgets; long term planning support
       packages; and cash sufficiency analyses.

As in the Original Engagement Contract, The Debtors agreed to pay
FTI Consulting a fixed monthly fee of $75,000 through the extended
terms of the engagement.

Attorney for Atalaya Administrative can be reached at:

       Brent R. McIlwain, Esq.
       HOLLAND & KNIGHT, LLP
       300 Crescent Court, Suite 1100
       Dallas, TX 75201
       Tel: (214) 964-9481
       E-mail: brent.mcilwain@hklaw.com

                  About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A., represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Attorneys at
Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP,
represent the Debtors in their restructuring efforts.  BMC Group,
Inc., serves as claims agent, noticing agent and balloting agent.
In its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

Jeffrey L. Cornish serves as the Debtors' consultant.
Postlethwaite & Netterville, PAC, serve as their independent
auditors, accountants and tax consultants.  GA Keen Realty
Advisors, LLC, serve as the Debtors' special real estate advisors
while FTI Consulting, Inc., as their financial consultants.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  The Committee sought
and obtained Court approval to employ Frederick L. Bunol, Esq.,
and Albert J. Derbes, IV, Esq., of Derbes Law Firm, LLC., as
attorneys.  Greenberg Traurig LLP also serves as counsel for the
Committee while Protiviti Inc. serves as financial advisor.


PLY GEM: Moody's Rates New $380MM Sr. Unsecured Notes 'B2'
----------------------------------------------------------
Moody's Investors Service assigned Ply Gem Industries, Inc.'s
proposed $380 million senior secured term loan a B2 rating and
proposed $550 million senior unsecured notes a Caa1 rating.
Concurrently, Moody's affirmed the company's existing ratings
including its B3 Corporate Family Rating and B3-PD Probability of
Default Rating. Also, Moody's raised the company's Speculative-
Grade Liquidity ("SGL") Assessment to SGL-2 from SGL-3 and
maintained a positive rating outlook.

Proceeds from the proposed $380 million term loan due 2021 and
$550 million unsecured notes due 2022 along with cash on hand are
expected to be applied towards refinancing Ply Gem's existing debt
securities including its $756 million 8.25% senior secured notes
due 2018 and $96 million 9.375% senior unsecured notes.

Despite higher initial debt leverage, the transaction is credit
positive as the company will lower its cost of capital while
pushing out its maturity schedule.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

  Corporate Family Rating, affirmed at B3;

  Probability of Default Rating, affirmed at B3-PD;

  $380 million senior secured term loan due 2021, assigned B2
  (LGD3, 33%);

  $550 million senior unsecured notes due 2022, assigned Caa1
  (LGD5, 78%);

  Speculative-Grade Liquidity Assessment, upgraded to SGL-2 from
  SGL-3;

  Rating outlook remains positive.

If the transaction closes as currently proposed, Moody's will
withdraw the ratings on the company's existing senior secured
notes due 2018 and senior unsecured notes due 2017.

Ratings Rationale

Ply Gem's B3 Corporate Family Rating reflects its high adjusted
debt leverage that pro forma for this transaction is expected to
increase to 7.4x from 6.9x at 9/28/2013. Moreover, the ratings
reflect the company's aggressive balance sheet management and
acquisitive nature. Ply Gem's customer concentration is of concern
as well because top 10 customers represent 46% of total revenues.
At the same time, Ply Gem's B3 Corporate Family Rating reflects
the expected improvement in the company's credit metrics over the
next two years as the company continues to benefit from the robust
growth in its end markets (repair and remodeling and new home
construction) and lower cost of capital. Adjusted debt leverage is
anticipated to decline to around 5x and adjusted EBITA to interest
expense to increase to about 2.4x by the end of 2015 absent any
debt financed acquisitions and/or shareholder friendly activities.
ABL facility availability and the lack of near-term debt
maturities provide some offset to the company's high debt leverage
metrics. The company's strong market position in both of its end
markets - "siding, fencing, and stone" and "windows and doors" -
benefits the rating.

The upgrade of the SGL rating to SGL-2 from SGL-3 indicates
improvement in the company's liquidity profile to "good" from
"adequate." The SGL rating takes into consideration internal
liquidity, external liquidity, covenant compliance and alternate
sources of liquidity. By the end of 2014, Ply-Gem's free cash flow
is expected to be positive. Additionally, Moody's projects the
company to have no advances outstanding under its $250 million ABL
facility due 2018.

The positive rating outlook reflects Moody's expectation for an
improvement in Ply Gem's credit metrics as the company's end
markets continue to expand.

The ratings could be upgraded if debt to EBITDA declines below 5.5
times and/or EBITA to interest expense is sustained above 2.0
times (all ratios incorporate Moody's standard adjustments). In
addition, the ratings would benefit from consistent positive cash
flow generation.

The outlook could reverse back to stable if the company is unable
to reduce its debt leverage below 6x by the end of 2015.
Additionally, deteriorating liquidity profile and/or interest
coverage as measured by EBITA to interest expense below 1x could
result in a downgrade. Further, if debt/EBITDA is sustained above
7x then ratings could be downgraded.

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.

Ply Gem Industries, Inc. is a leading manufacturer of exterior
building products in North America. The company's core products
are vinyl siding, windows, patio doors, and stone veneer, serving
both the new construction and repair and remodeling end markets.
Ply Gem is a public company and trades on NYSE under the symbol
PGEM. CI Capital Partners LLC purchased the company in 2004 and
together with management have a majority ownership. Revenues for
the 12 months ended Sept. 28, 2013 totaled about $1.3 billion.


PROWLER ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Prowler
Acquistion Corp., a holding company that wholly-owns Pipeline
Supply & Service, LLC. Moody's assigned Prowler a B3 Corporate
Family Rating (CFR), a B3-PD Probability of Default Rating, a B2
rating to its proposed $245 million first lien term loan facility,
consisting of a $40 million revolving credit facility and $205
million first lien term loan, a Caa2 rating to its proposed $65
million second lien term loan facility, and a SGL-2 Speculative
Grade Liquidity rating. The outlook is positive.

Proceeds from the term loan facilities will be used primarily to
finance PSS's acquisition of Industrial Air Tool, L.P. (IAT), with
the remainder used to refinance existing debt and pay fees and
expenses. The assigned ratings assume this transaction occurs as
expected and are subject to review of final documents and terms.

"While Prowler's ratings are constrained by the company's fairly
small size and scale, with exposure to energy cyclicality, its
ratings and positive outlook benefit from the company's good
diversification across the energy value chain, long-standing
customer and supplier relationships and healthy margins compared
to peers," commented Gretchen French, Moody's Vice President.

Assignments:

Issuer: Prowler Acquisition Corp.

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Secured First Lien Term Loan Facility, Assigned B2
(LGD 3, 38%)

Senior Secured Second Lien Term Loan Facility, Assigned Caa2
(LGD 5, 88%)

RATINGS RATIONALE

Prowler's B3 CFR reflects the company's small revenue and asset
base and the company's exposure to the cyclical energy sector.
Prowler has weak asset coverage of debt and will need to reduce
elevated debt balances in order to better withstand energy
industry cyclicality and support a higher CFR. The B3 rating also
considers Prowler's limited track record at its current size and
configuration.

Prowler's B3 CFR is supported by its counter cyclical working
capital cycle, favorable margins compared to a number of rated
distributors, diversification across the energy value chain, and
our positive outlook for midstream and upstream offshore activity
levels over the next 12-18 months. Moreover, the company has long
established customer and supplier relationships and has
considerable revenue exposure to MRO (maintenance, repair and
overhaul) activity that should help to provide a degree of
stability to its revenue through the cycle.

Prowler's liquidity is good (SGL-2), supported by its pro forma
projected free cash flow generation, undrawn credit facility, good
headroom under springing and incurrence-based covenants of its
proposed credit facilities, and no near-term debt maturities. Full
availability under its $40 million revolving credit facility will
be sufficient to meet any potential cash shortfalls to cover
working capital requirements and larger than anticipated capital
expenditures. However, alternate liquidity options are constrained
since the company's assets are fully encumbered to secure its bank
credit facilities.

The B2 rating on the $205 million first lien term loan and $40
million revolver reflect both the overall probability of default
of Prowler, to which Moody's assigns a PDR of B3-PD, and a loss
given default of LGD 3 (38%). The Caa2 rating on the $65 million
second lien term loan reflects a PDR of B3-PD with a loss given
default of LGD 5 (88%). The first lien term loan, revolver, and
second lien term loan are guaranteed by all subsidiaries on a
senior secured basis with the second lien term loan being
guaranteed on a secondary basis. The credit facilities also
benefit from a downstream guarantee from Prowler Intermediate
Corp. The size of potential first priority claims relative to
second priority results in the first lien term loan and revolver
being notched above the CFR and the second lien being two notches
below the CFR under Moody's Loss Given Default Methodology.

The positive rating outlook reflects the expectation that Prowler
will use free cash flow for debt reduction over the next 12-18
months, resulting in credit metrics that are more supportive of a
B2 CFR.

The ratings could be upgraded if the company is successful in
reducing debt balances sufficiently such that debt/EBITDA can be
sustained below 4.5x.

The ratings could be downgraded if Prowler's operating performance
materially falls below expectation, resulting in debt/EBITDA
rising above 6x. The ratings could also be downgraded if liquidity
were to deteriorate.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 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.

Prowler Acquistion Corp. is a distributor of products primarily to
the midstream, upstream offshore, and downstream energy sectors.
Prowler is majority owned by Broad Street Energy Partners, an
affiliate of Goldman Sachs Merchant Banking, with a minority stake
held by members of the management of the company.


RIH ACQUISITIONS: Atlantic Club to Make Donations In Lieu of Taxes
------------------------------------------------------------------
RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel,
and RIH Propco NJ, LLC, seek authority from the U.S. Bankruptcy
Court for the District of New Jersey to donate investment
alternative tax payments to the Casino Reinvestment Development
Authority, a New Jersey state governmental agency, in exchange for
a cash credit.

According to the Debtors' counsel, Michael D. Sirota, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., A Professional
Corporation, in Hackensack, New Jersey, pursuant to certain New
Jersey law, a casino licensee, such as RIH Acquisitions, may
satisfy its investment alternative tax obligations by making a
donation to an eligible project, facility or program if CRDA so
approves.  RIH Acquisitions intends to utilize the cash credit it
receives to satisfy its final regulatory fee obligations,
including any investment alternative tax payments the Debtor
currently owes and will owe related to its operation of the
Atlantic Club Casino through Jan. 13, 2014.

The Debtors are also represented by Warren A. Usatine, Esq., Ryan
T. Jareck, Esq., and Nicholas B. Vislocky, Esq., at COLE, SCHOTZ,
MEISEL, FORMAN & LEONARD, P.A., A Professional Corporation, in
Hackensack, New Jersey.

                     About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

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


RITE AID: Files Form 10-Q, Posts $71.5 Million Net Income in Q3
---------------------------------------------------------------
Rite Aid Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $71.54 million on $6.35 billion of revenues for the 13-week
period ended Nov. 30, 2013, as compared with net income of $61.87
million on $6.23 billion of revenues for the 13-week period ended
Dec. 1, 2012.

For the 39-week period ended Nov. 30, 2013, the Company reported
net income of $194.03 million on $18.92 billion of revenues as
compared with a net loss of $4.98 million on $18.93 billion of
revenues for the 39-week period ended Dec. 1, 2012

As of Nov. 30, 2013, the Company had $7.13 billion in total
assets, $9.36 billion in total liabilities and a $2.22 billion
total stockholders' deficit.

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

                        http://is.gd/h53rFE

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


SANDRIDGE ENERGY: S&P Affirms 'B' Corp. Credit Rating on Sale Plan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Oklahoma City-based SandRidge Energy
Inc. and its 'B-' issue rating on the company's $3.2 billion of
senior unsecured notes.  The outlook is stable.

The affirmation follows the announcement that SandRidge plans to
sell Gulf of Mexico shelf and Gulf Coast properties for
approximately $750 million and plus the assumption of $370 million
of abandonment liabilities to privately held Fieldwood Energy LLC.
The transaction materially reduces the company's production and
cash flow and increases its geographic concentration in the Mid-
Continent Mississippian play.  S&P views operating risks related
to onshore shale development as significantly lower than those
related to the Gulf of Mexico.  Sale proceeds provide substantial
cash that S&P expects the company to use to increase liquidity and
fund development of its very sizable Mississippian acreage
position.

"The stable outlook reflects our expectation that SandRidge Energy
Inc. will continue to aggressively grow its asset base while not
materially increasing leverage beyond current levels," said
Standard & Poor's credit analyst Ben Tsocanos.

S&P would consider lowering the rating if the company becomes more
aggressive in financing its growth with debt, such that debt to
EBITDA increases to more than 5.5x, without a clear view to
deleveraging.

S&P would consider raising the rating if the company is able to
reduce and maintain debt to EBITDA below 4x.


SEARS HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1'
------------------------------------------------------------
Moody's Investors Service downgraded Sears Holdings Corporate
Family Rating to Caa1 from B3. Actions on other rated debt
instruments are detailed below. The rating outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy. He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

The following ratings were downgraded:

Sears Holdings Corporation

Corporate Family Rating to Caa1 from B3

Probability of Default Rating to Caa1-PD from B3-PD

Issuer Rating to Caa1 from B3

$1.0 billion Senior Secured First Lien Term Loan due 2018 to B1
(LGD 2, 24% from Ba3 (LGD 2,24%)

Senior Secured Notes (2nd lien) due 2018 to Caa1 (LGD 4, 57%)
from B3 (LGD 4, 54%)

Sears Roebuck & Co

Issuer Rating to Caa1 from B3

The following ratings were affirmed and LGD assessments amended:

Sears Holdings Corporation

Speculative Grade Liquidity rating at SGL-2

Sears Roebuck Acceptance Corporation

Senior Unsecured Notes at Caa2 (LGD 5, 83% from LGD 5, 82%)

Commercial Paper at Not Prime

Ratings Rationale

Sears' Caa1 Corporate Family Rating reflects the company's
significant weakness in operating performance evidenced by its
large operating losses and its sizable cash burn after interest,
capital expenditures, and required domestic pension funding
contributions. The rating also considers our view that the
viability of Kmart (which represented around 41% of domestic sales
in its latest fiscal year), is uncertain given its continued
challenges as evidenced by its meaningful operating losses and
market share erosion. The company continues to also see meaningful
negative trends at its Sears Domestic business, with falling sales
across multiple key product categories in the latest quarter. The
Caa1 rating considers the company's good liquidity position,
primarily reflecting the company's unencumbered real estate, its
ownership of well known consumer brands such as Lands' End,
Kenmore and Craftsman, and the value of its 51% interest in Sears
Canada. Sears also has $1.0 billion of cash and $2.3 billion in
availability under its revolving credit facilities ($1.8 billion
under its domestic facility and $0.5 billion under the Sears
Canada facility, prior to taking into consideration possible
reserves) as of January 4th, 2014. The ratings also reflect the
lack of any near dated debt maturities until the April 2016
maturity of its domestic asset based revolving credit facility and
the 2018 maturity of its senior secured term loan and 2nd lien
notes.

The stable rating outlook considers the company's still meaningful
level of unencumbered assets and its access to its domestic asset
based revolving credit facility (availability of $1.8 billion
under its domestic facility as of January 4, 2014). The company's
domestic credit facility also permits it to issue up to an
additional $760 million in second lien indebtedness. The company
has shown the ability to realize asset values to improve
liquidity, such as through the sale of real estate and dividends
received from 51% owned Sears Canada. "We expect the company will
continue to look to monetize assets as necessary to fund its
continued cash burn," Moody's said.

Ratings could be upgraded if the company demonstrated
stabilization of sales and improved operating margins, evidencing
successful results of its efforts to transform its business.
Ratings could be upgraded if cash flows approaches break-even
levels and interest coverage (EBITDA-Cap Ex to Interest)
approaches 1 times, while maintaining a good overall liquidity
position.

Ratings could be downgraded if the company's liquidity were to
become more constrained, the company's unencumbered asset base
were to erode, or the probability of default were to otherwise
increase.

Sears Holdings Corporation is the parent company of Kmart
Corporation and Sears, Roebuck and Co. The company also owns a 51%
stake in Sears Canada. LTM revenues are approximately $38 billion.
As of November 2, 2013, the company operated over 2,000 Sears and
Kmart stores in the United Sates and, through its 51% owned
consolidated subsidiary Sears Canada, 456 stores in Canada.


SEVEN COUNTIES SERVICES: Nunc Pro Tunc Hiring of Deming Denied
--------------------------------------------------------------
Bankruptcy Judge Joan A. Lloyd denied the request of Seven
Counties Services Inc., to retroactively approve the employment of
Deming, Malone, Livesay & Ostroff CPAs to the Chapter 11 petition
date pursuant to 11 U.S.C. Sec. 327(a) and 328(a).

The United States Trustee for Kentucky and Tennessee, Samuel K.
Crocker, objected to the request, as reported by the Troubled
Company Reporter on Nov. 21, 2013.

Initially, the Debtor sought to have DMLO approved as an "ordinary
course" professional pursuant to 11 U.S.C. Sec. 1108 to perform
auditing services.  Following an initial hearing on the Ordinary
Course Motion, the Court scheduled an evidentiary hearing to have
the parties present evidence as to the extent of the services to
be performed by DMLO.  However, prior to that hearing, the Debtor
withdrew the Ordinary Course Motion and filed the pending Nunc Pro
Tunc Application to Employ DMLO Pursuant to 11 U.S.C. Sec. 327(a)
because counsel subsequently learned that DMLO prepares tax
returns on behalf of the Debtor, in addition to its auditing
services.  The Debtor disclosed in that Motion that it had
included an $8,340 check to DMLO for pre-petition work in its
"Motion for an Order Authorizing Banks to Honor Pre-Petition
Checks" filed April 2013.  The Debtor also disclosed that based on
its expectation that DMLO's employment would be governed by the
Ordinary Course Motion, it had paid DMLO $17,000 for services
rendered post-petition.  The Debtor claimed this post-petition
compensation was paid to DMLO for services made in the ordinary
course of its business and according to normal business terms.

Judge Lloyd held that the Debtor cannot satisfy the requirements
of disinterestedness of DMLO under 11 U.S.C. Sec. 327 based on the
firm's receipt of post-petition payments, which were not
previously approved by the Court.  Accordingly, the Nunc Pro Tunc
Application is denied.

A copy of Judge Lloyd's Jan. 9, 2014 Memorandum Opinion is
available at http://is.gd/eby3Defrom Leagle.com.

                    About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.

The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880.  Seiller Waterman LLC serves as the
Debtor's counsel.  Judge Joan A. Lloyd presides over the case.

Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have
been retained by the Debtor as special counsel.  Hall, Render,
Killian, Heath & Lyman, PLLC, is special counsel to represent and
advise it in the implementation of its new software system.

Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.


SOPA SQUARE: Falls Into Interim Receivership
--------------------------------------------
Ragnar Haagen, writing for CASTANET.net, reports that court
documents filed in BC Supreme Court on Dec. 30 show the SOPA
Square, a shopping project in South Pandosy, western Canada, has
fallen into interim receivership, with current tenants being told
the project must find a buyer by the end of the month.

As of Jan. 8, only one shop is open for business.  Silent Noise
Jewellery opened its door on Dec. 8 of last year and owner Gadi
Nussen says he received an unwelcome surprise a few weeks later,
according to the report.

The report notes that on Dec. 31, a man from Ernst & Young Inc.,
named as interim receiver walked through the doors and told Nussen
the project had 30 days to find a buyer.

Mr. Nussen, the report relates, believes the problems stem from
poor management, and too many people involved in the building
process.


SOUNDVIEW ELITE: Stuarts Walker Employment Has Limited Approval
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York has authorized Soundview Elite,
Ltd., and its debtor-affiliates to employ Stuarts Walker Hersant
as special counsel, nunc pro tunc to the Sept. 24, 2013 petition
date through Nov. 21, 2013.

The Debtors require Stuarts Walker to:

   (a) assist and advise the Debtors and Debtors' proposed
       counsel, Porzio, Bromberg & Newman, P.C. relative to the
       proceedings before the Grand Court of the Cayman Islands;

   (b) appear before the Grand Court of the Cayman Islands as
       Porzio and the Debtors deem necessary and appropriate;

   (c) perform all other necessary litigation services requested
       or required by the Debtors in these cases as related to the
       Cayman Islands proceedings; and

   (d) assist and advise the Debtors and Debtors' proposed counsel
       Porzio in connection with Cayman Islands law issues arising
       in these chapter 11 cases.

Pasig Ltd. objected to the engagement, saying the Stuarts
Retention Motion should be denied because the Debtors' proposed
retention of counsel to represent the Debtors in the Grand Court
is not in the best interest of the estates and the Debtors have
failed to establish urgency for its approval at this time.  In
fact, as a result of the appointment of the Joint Official
Liquidators, the Debtors lack standing to appear in the Grand
Court and the retention of Stuarts is merely a waste of estate
assets to the detriment of stakeholders.  The Debtors are being
wound up pursuant to Cayman Companies Law (2012 Revision) by order
of the Grand Court which appointed the Joint Official Liquidators
in September 2013.  A Cayman official liquidator serves as a
court-appointed, independent fiduciary under Cayman law acting as
the Debtors' governance consistent with the approval by the Cayman
Island Monetary Authority.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, said that under the Companies Law, which the Joint
Official Liquidators cited to and attached to their previous
filings, the Joint Official Liquidators are the only party with
authority to act on behalf of the Debtors in the Cayman Islands.
To allow officers and directors to retain Stuarts Walker to appear
and purport to act on behalf of the Limited Debtors in front of
the Grand Court is a direct challenge to the sovereignty and
authority of the Grand Court, and ignores the long-established
principles of international comity.

As a result of the objections filed, and with respect to the
application to retain the Stuarts Firm, the Debtors modified their
request as follows:

   (a) requested approval of the retention of the Stuarts Firm as
       Special Cayman Islands counsel to the Debtors only for the
       period of the Petition Date through Nov. 21, 2013, the date
       of the hearing on the firm's employment application.

   (b) denied, without prejudice, any continued retention of the
       Stuarts Firm from the date of the hearing.

Attorney for Pasig Ltd. can be reached at:

       Andrew K. Glenn, Esq.
       KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
       1633 Broadway
       New York, NY 10019
       Tel: (212) 506-1700
       Fax: (212) 506-1800
       E-mail: AGlenn@kasowitz.com

                       About Soundview Elite

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

Soundview Elite estimated assets and debts of at least $10
million.  The funds said in a court filing their total cash assets
of about $20 million are held in the U.S., where the funds are
managed.  Court papers list the funds' total assets as $52.8
million, against debt totaling $28 million.

Porzio, Bromberg & Newman, PC, serves as the Debtors' counsel.
CohnReznick LLP serves as financial advisor.

Judge Robert E. Gerber presides over the case.

Attorney for Peter Anderson and Matthew Wright, as Joint Official
Liquidators of the Debtors, can be reached at:

       Gary S. Lee, Esq.
       MORRISON & FOERSTER LLP
       1290 Avenue of the Americas
       New York, NY 10104
       Tel: (212) 468-8000
       Fax: (212) 468-7900

Tracy Hope Davis, U.S. Trustee for Region 2, and creditor Pasig
Ltd. have asked the U.S. Bankruptcy Court to enter an order
directing the appointment of a Chapter 11 trustee in the Debtors'
cases.  Creditors Richcourt Allweather Fund Inc, Optima Absolute
Return Fund, Ltd., and America Alternative Investments Inc. have
asked the U.S. Court to dismiss the Chapter 11 cases, or appoint
one or more Chapter 11 or Chapter 7 trustee for the Debtors'
estates.


SOUTH FLORIDA SOD: Court Okays Hiring of Campbell Law as Counsel
----------------------------------------------------------------
South Florida Sod, Inc. sought and obtained permission from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Richard D. Campbell and Campbell Law Firm, LLC as special counsel
for the Debtor.

Campbell Law will represent the Debtor in state court litigation
with Gillia AG & Timber, Inc.

The Debtor filed suit in the Superior Court of Wheeler County,
Georgia against Gillia AG & Timber, Inc. in 2012.  The suit was
pending on the petition date.  In the Complaint, the Debtor
alleges that it was damaged when Gillia AG breached a timber lease
between the parties.  The timber lease covered the Debtors acreage
in Wheeler County, Georgia.  The Debtor wished to retain Campbell
Law to continue to serve as local Georgia counsel in its action
for damages against. Gillia AG.

Richard D. Campbell, attorney with Campbell Law, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Campbell Law can be reached at:

       Richard D. Campbell, Esq.
       CAMPBELL LAW FIRM, LLC
       47 W. Church Street
       Elberton, GA 30635
       Tel: (706) 283-5000
       Fax: (706) 283-7955
       E-mail: rdclaw@elberton.net

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.  Jonathan
Stidham, Esq., at Stidham & Stidham, P.A., serves as special
counsel to the Debtor.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.


ST. CATHERINE'S HOSPITAL: Seeking Bids to Dispose of X-Rays, Docs
-----------------------------------------------------------------
Pursuant to the Order of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania, William G. Schwab, Trustee of St.
Catherine's Hospital of Pennsylvania, LLC, has been authorized to
dispose of the medical records currently still in existence in the
building that formerly housed St. Catherine Medical Center in
Ashland, PA.  The Trustee is seeking a proposal for the shredding
of all documents and disposal of all x-rays in the building.
Contact the Chapter 7 Trustee's office, at 610-377-5200, to
arrange for an inspection of the premises to determine the scope
of work to be done and time frame.

St. Catherine Hospital of Pennsylvania, LLC, filed for Chapter 11
bankruptcy (Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012.
The case was later converted to Chapter 7.


STANS ENERGY: Feb. 6 Hearing Scheduled for Arbitration Proceedings
------------------------------------------------------------------
Stans Energy Corp. on Jan. 10 disclosed that further to its
application dated November 28, 2013 for a Management Cease Trade
Order (MCTO), a temporary MCTO of the Ontario Securities
Commission (the Commission) was issued on December 9, 2013.  This
MCTO prohibits all trading in and all acquisitions of the
securities of the Company, by certain insiders, until two days
after receipt by the Commission of all the required filings as
noted in the Company's November 28, 2013 press release.

Until the MCTO is lifted, Stans will comply with the alternative
information guidelines set out in National Policy 12-203 ? Cease
Trade Orders for Continuous Disclosure Defaults for issuers who
have failed to comply with a specified continuous disclosure
requirement within the times prescribed by applicable securities
laws.  The guidelines, among other things, require the Company to
issue bi-weekly default status reports by way of a news release,
and one will be forthcoming in the prescribed time frame.

Rodney Irwin, Interim CEO and President, reports that the Company
is continuing to work on evaluating potential impairment
considerations of both exploration and evaluation costs on mineral
properties in Kyrgyzstan and on the Company's Kashka Rare Earth
Processing Facility ("KRP").  Furthermore, the review of corporate
records to determine the date from which impairment of assets
ought to have been reflected in the Company's financial
statements, continues.

As reported on January 8, 2014, Anna Kuranova, Stans Energy's CFO,
has submitted her resignation.  A search for a new CFO has already
commenced.

There are no significant new developments since the company's
December 27th press release with respect to arbitration
proceedings brought by the Company against the Government of
Kyrgyzstan.  A hearing is currently scheduled for February 6,
2014.  Stans Management continues to expect final resolution of
the arbitration proceedings by the end of Q1 2014.

The Company anticipates that it will be in a position to remedy
the default by filing the Required Filings by January 28, 2014.
The MCTO will be in effect until after the Required Filings are
filed.

                         About Stans Energy

Headquartered in Ontario, Canada, Stans Energy Corp. --
http://www.stansenergy.com/-- is a resource development company
focused on progressing Heavy Rare Earth (HRE) properties in areas
of the Former Soviet Union.  In December 2009, Stans acquired a
20-year mining license for the past-producing Kutessay II rare
earth mine from the Kyrgyz Republic.  On May 26, 2011 Stans
completed the purchase of the Kashka Rare Earth Processing Plant
(KRP) the same plant that previously refined REEs historically
from Kutessay II.  The KRP was the only hard rock plant to produce
all rare earth elements outside of China, producing 120 different
metals, alloys, and oxides.  For over 30 years, Kutessay II
produced 80% of the rare earth metals for the former Soviet Union.


TALON INTERNATIONAL: Obtains New $8.5MM Loan From Union Bank
------------------------------------------------------------
Talon International, Inc., announced that it finalized a new $8.5
million credit facility agreement with Union Bank N.A. on Dec. 31,
2013, consisting of a $5 million term loan and a $3.5 million
revolving credit facility.

Talon immediately used proceeds from the term loan and $1 million
of the revolving credit facility to repay in full the Company's
$5.8 million of indebtedness to CVC California, LLC, that was
scheduled to mature on Jan. 12, 2014.  Amounts outstanding under
the revolving credit facility mature in two years and the term
loan is a fully amortized loan payable monthly over three years.
Outstanding amounts bear interest at favorable market rates and
the credit facility is secured by substantially all of Talon
assets.

"We are delighted to obtain this new credit facility from Union
Bank, and particularly on attractive terms," said Lonnie Schnell,
Talon's chief executive officer.  "Refinancing the promissory note
from our former preferred stockholder is the final step in our
July 2013 redemption of all of our preferred shares and is an
important milestone in our multi-year effort to strengthen Talon's
capital structure."  In addition to refinancing the promissory
note, the credit agreement provides Talon access to additional
working capital to fund strategic growth initiatives.

"Our presence in the U.S., Europe and Southeast Asia is a
significant competitive advantage that positions Talon to serve
leading retailers and apparel manufacturers worldwide.  Improved
access to working capital will enable us to leverage this
advantage by continuing to invest in sales, marketing and new
product development initiatives to expand and strengthen our
market position.  With our improved financial strength and
flexibility, we are positioned better than ever to deliver
sustained profitable growth and value to our stockholders,"
concluded Schnell.

"Over the past several years, Talon has demonstrated a highly
successful turnaround," said Rudy Cedillos, vice president of
Union Bank.  "The company is now poised for new growth and this
financing will provide Talon the flexibility and resources it
needs to execute on its growth strategy.  Union Bank is proud to
support Talon and looks forward to a long and mutually beneficial
relationship."

A copy of the Credit Agreement with Union Bank is available for
free at http://is.gd/1aPpyh

Additional information is available for free at:

                        http://is.gd/cJufDp

                     About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $14.23
million in total assets, $17.22 million in total liabilities and a
$2.98 million total stockholders' deficit.


TAMARACK RESORT: Assets Being Sold Through Sheriff's Sale
---------------------------------------------------------
Pieces of the Tamarack Resort, a four-season mountain resort in
the Long Valley of west central Idaho, continue to be sold via
sheriff's sale.

These properties include certain parcels of land and units at the
Tamarack Resort Members Lodge Condominium, according to a Notice
of Sheriff's Sale available at http://is.gd/bgTMx4and at
http://is.gd/0NkpE4

The sales don't include the Tamarack Resort Village Plaza
Condominium, according to the Notice at http://is.gd/iuA1MI

The sales also won't include certain parcels at Tamarack Resort
Planned Unit Development Phase 2.4, Tamarack Resort Planned Unit
Development Second Amended Phase 2.4, Tamarack Resort Planned Unit
Development Phase 3 Village, Tamarack Resort Third Amended
Belvedere Ridge Hotel Condominiums, Tamarack Resort Lake Wing
Condominiums, and certain equipment owned by Banc of America
Leasing & Capital, LLC, and the personal property subject to the
security interests asserted by Wells Fargo Equipment Finance,
Inc., according to the Notice at http://is.gd/0NkpE4

Credit Suisse has filed a Motion to Strike Wells Fargo Equipment
Finance Inc.'s Conditional Objection to Motion of Plaintiff for
Entry of Judgment and Decree of Foreclosure and Order of Sale,
filed on March 5, 2012.  Credit Suisse and WFEF reserve all rights
with respect to any ruling by the Court on the Motion to Strike.

A Judgment, Decree of Foreclosure and Order of Sale, was entered
in the in the foreclosure case, Case No. CV-2013-203C, on Jan. 2,
2014.

The Sheriff of Valley County, Idaho, is:

         Patti Bolen
         219 N. Main St.
         Cascade, Idaho 83611

Sergeant Rorie Snapp, Valley County, is the Deputy Sheriff.

For more information, contact:

         Elizabeth W. Walker, Esq.
         SIDLEY AUSTIN LLP
         555 West Fifth Street, Suite 4000
         Los Angeles, CA 90013
         Telephone: (213) 896-6000
         Facsimile: (213) 896-6600
         E-mail: ewalker@sidley.com

                     About Tamarack Resort

Tamarack Resort LLC, a golf and ski resort in Valley County,
Idaho, was sent to Chapter 7 after creditors submitted an
involuntary petition (Bankr. D. Idaho Case No. 09-03911).  The
petitioning creditors include an affiliate of Bank of America
Corp. owed $4.7 million.

On April 9, 2010, Bankruptcy Judge Terry Myers signed an order
converting Tamarack Resort LLC's involuntary chapter 7 case to a
chapter 11 reorganization.

The project's 27.5% owner, VPG Investments Inc., filed for Chapter
11 reorganization in 2008, only to have the petition dismissed in
October 2008 at the request of the secured creditor, Credit
Suisse, Caymans Islands Branch.  VPG was controlled by Mexican
businessman Alfredo Miguel Afif.  Credit Suisse, the agent for the
secured lenders, characterized VPG's Chapter 11 case as "a classic
example of a bad faith filing" made "solely as a litigation
tactic" to stop foreclosure.

In January 2011, Bankruptcy Judge Terry Myers dismissed Tamarack
Resort's Chapter 11 protection, sending it back to state court
where foreclosure proceedings would eventually proceed to a
sheriff's sale.


TRAVELPORT LIMITED: Jeff Clarke Resigns From Board
--------------------------------------------------
Jeff Clarke resigned from Travelport Limited's Board of Directors,
as well as the Audit Committee and Compensation Committee of the
Board effective Jan. 2, 2014, to pursue other interests.
Mr. Clarke has no disagreement with the Company's operations,
policies or practices.

                          About Travelport

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011.  As of June 30,
2013, the Company had $3.13 billion in total assets, $4.47 billion
in total liabilities and a $1.34 billion total deficit.

                           *     *     *

In April 2013, Standard and Poor's Rating Services said that it
lowered to 'CC' from 'CCC+' its long-term corporate credit ratings
on U.S.-based travel services provider Travelport Holdings Ltd.
and its indirect primary operating subsidiary Travelport LLC. The
outlook is negative.

According to S&P, the downgrades follow Travelport's announcement
that it has obtained agreements from all classes of debtholders,
including about 96% of the 2014 noteholders, to implement its
comprehensive capital refinancing and restructuring plan.  The
plan includes exchanging its holdco PIK notes into senior
subordinated notes and equity; extending the tenor of its senior
unsecured notes due 2014 to 2016; issuing new secured loans of
about $860 million; and exchanging its second-lien notes for new
second-lien loans.  According to S&P's criteria, it views the
exchange of the PIK notes as distressed and tantamount to a
default.

As part of the restructuring, Travelport will exchange $25 million
of the principal of the tranche A PIK notes for senior
subordinated notes for a consent fee of 50 basis points.  It will
exchange the remaining tranche A and tranche B PIK notes of about
$478 million for equity.  In S&P's opinion, this will result in
loanholders accepting less than they were originally promised.
S&P believes that loanholders have accepted the offer because of
the perceived risk that Travelport may not fulfill its original
obligations.  In S&P's view, the offer is distressed rather than
opportunistic because there is a real possibility of a
conventional default over the short term (S&P sees a risk that
the group could fail to refinance the $752 million 2014 debt
maturities or file for bankruptcy).

Meanwhile, Moody's Investors service assigned a Caa2 rating to the
proposed US$630 million second-lien term loan (tranche 1) to be
issued by Travelport LLC as part of its comprehensive debt
restructuring announced on March 12.


TRONOX INC: Anadarko Files Brief on Kerr-McGee's Offset Claim
-------------------------------------------------------------
Anadarko Petroleum Corporation disclosed that Kerr-McGee
Corporation, a wholly owned subsidiary, in response to the
instructions of the Court in the Tronox Adversary Proceeding, on
Jan. 13 filed a claim under Section 502(h) of the U.S. Bankruptcy
Code and a supporting brief regarding certain issues related to
the amount of Kerr-McGee's claim and how the Court should treat
that claim, which will be offset against an award of damages by
the Court.  Kerr-McGee asserted in the Jan. 13 filing that the
Court should not dilute Kerr-McGee's claim because diluting the
claim is not allowed under Tronox's Confirmed Plan of
Reorganization and is also not allowed under applicable principles
of law.  Additionally, Kerr-McGee asserted that the Court in its
provisional findings has not properly considered the amount of
Kerr-McGee's offset claim, nor the related percentage of recovery
applied to such claim.

"We believe the Court's approach in its provisional findings, as
applied, leads to incorrect conclusions for the calculation of
damages and is contrary to the Court's stated view that the
purpose of the applicable law is 'remedial rather than punitive,'"
said Anadarko Chairman, President and CEO Al Walker.  "[Mon]day's
filing is in direct response and in deference to the Court's
instructions and thus is limited in scope to the appropriate
amount of Kerr-McGee's offset to any award of damages.  As
previously stated, we respect the Court, though we strongly
disagree with its Memorandum of Opinion (Opinion) issued on
Dec. 12, 2013, and we continue to reserve all of our objections to
the Opinion and our right to appeal."

                     Amount of Offset Claim

In summary, the Court's Opinion suggested that the calculation of
Kerr-McGee's offset claim should be (i) the value of the
transferred assets as of Nov. 28, 2005, which was the date of
Tronox's Initial Public Offering (IPO), at $14.459 billion, less
(ii) the environmental and tort liabilities. The Court used
plaintiffs' 2010 post-petition unproven $4 billion estimate to
account for the amount of environmental and tort liabilities.
Using this calculation, Kerr-McGee's offset claim would be limited
to $10.459 billion.

In the Jan. 13 brief, Kerr-McGee utilized the Court's framework
for calculating its claim and argued that the Court should use its
own specific finding of $1.757 billion stated in the Opinion to
define the amount of the environmental and tort liabilities as of
the date of the IPO in 2005 (as opposed to the $4 billion estimate
referenced above).  In its Opinion, the Court also found that
after netting all of Tronox's available assets with all of its
liabilities, including the $1.757 billion of environmental and
tort liabilities at the time of the IPO, there was a creditor
shortfall of $850 million.

                       Percentage Recovery

The Court also suggested in its Opinion that the percentage of
recovery to be applied to the claim could be either 89 percent or
2.8 percent.  The Court's explanation for suggesting 89 percent is
that the Disclosure Statement estimated recovery for Unsecured
Class 3 Creditors to be between 78 percent and 100 percent, and
the Court selected the midpoint of that range, or 89 percent.  In
its Opinion, the Court also noted that the issue of whether to add
back Kerr-McGee's offset claim to Class 3 was left open.
Inclusion of Kerr-McGee's claim in Class 3 would result in
dilution of Kerr-McGee's claim by more than 97 percent (i.e., a
multiplier of 2.8 percent).

In the Jan. 13 brief, Kerr-McGee argued that the percentage
recovery applicable to Kerr-McGee's offset claim should be
determined by the plain language in the Plan.  Based upon that
language, Kerr-McGee is entitled to the same percentage recovery
that the Class 3 general unsecured creditors actually received in
the bankruptcy, which was well over 100 percent.  The brief
contends that, at the very least, Kerr-McGee is entitled to 100
percent of its claim. Kerr-McGee asserted that reducing the amount
of its claim to anything less than 100 percent would be contrary
to the Plan and would violate fundamental bankruptcy and equitable
principles.

                            Summary

In its filing on Jan. 13, Kerr-McGee has applied the Court's own
findings as to the amount of the environmental and tort
liabilities and has applied the Court's formulation for
determining the claim, as provided in page 143 of the Court's
Dec. 12, 2013 Opinion: "In this case, if the parties are to be
restored to the position they held before the transfers,
Defendants would be entitled to the residual value of the E&P
assets after their debts, including the legacy liabilities, were
paid in full."

Using the Court's prescribed framework, Kerr-McGee argued that its
offset is $13.609 billion, resulting in net damages of $850
million.  Alternatively, if the Court rejects the $13.609 billion
amount, Kerr-McGee asserted that its offset should be $12.702
billion, resulting in net damages of $1.757 billion.  These net
amounts do not include any amounts plaintiffs may assert for
interest, attorneys' fees or other costs.  The plaintiffs also
previously received substantial other assets and approximately
$270 million in cash in partial satisfaction of their claims
through the bankruptcy, the value of which is not included in the
net amounts above.

According to the Court's instructions, the plaintiffs have 30 days
from Jan. 13 to file a response to the 502(h) claim and brief, to
file a request for attorneys' fees and to file a proposed form of
judgment.  Kerr-McGee will then have 30 days to reply to the
plaintiffs' brief and propose a counter-form of judgment.  Either
party can request a hearing on the issues.  The Tronox Adversary
Proceeding is pending in the U.S. Bankruptcy Court for the
Southern District of New York, Adv. Pro. No. 09-01198 (ALG).

                       About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


UNI-PIXEL INC: Delays Production of InTouch Sensors Until Q2
------------------------------------------------------------
UniPixel, Inc., announced that the start of the manufacturing ramp
for the InTouch SensorsTM product line has been delayed until the
second quarter of 2014.

In 2013, UniPixel provided hundreds of samples and demonstration
units to key potential customers, including the delivery of a low-
volume prototype order in December although no commercial
production orders were shipped.  The scaling from lab-based
volumes to fully-automated, roll-to-roll production of InTouch
films has proven to take longer than initially planned.
Additional automated testing and in-line measurement equipment is
planned to arrive in January, and this is expected to accelerate
UniPixel's remaining process development activities.  This new
equipment will also serve to provide the necessary quality control
and quality assurance capabilities once the company begins
manufacturing in commercial volumes.

In December, the Company completed the installation of the first
suite of manufacturing tools and cleanroom facilities at the Kodak
facility in Rochester, NY.  The installation includes plate
mastering equipment, two roll-to-roll printing lines and four
roll-to-roll plating lines in a world-class 100,000 sq. ft.
manufacturing space.  The Kodak Rochester facility, along with the
existing printing line and three additional plating lines at
UniPixel's Texas facility, will serve as the foundation for
UniPixel's commercial volume manufacturing efforts.  The Company's
focus in the next two quarters will be on finalizing a highly
reliable, high-volume manufacturing process to enable shipments of
commercial volumes of InTouch Sensors in the second half of 2014.

Sales development activities are on-going and continue to grow
with global Tier 1 and Tier 2 OEM, ODM and module integrators for
Smartphone, tablet, notebook and all-in-one product applications.
UniPixel's customers have indicated that InTouch Sensors remain
their leading choice for alternative touch solutions.

"Despite the recent departure of two of our senior executives, the
UniPixel and Kodak teams remain confident in the market potential
for InTouch Sensors," said Bernard Marren and Carl Yankowski,
UniPixel's interim co-CEOs and co-Presidents.  "Together, we are
highly focused on finalizing a highly reliable, high-volume
manufacturing process to enable shipments of commercial volumes of
InTouch Sensors Powered by Kodak."

                        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.


UNIVISION COMMUNICATIONS: Fitch Rates Proposed $1.5-Bil. Loan 'B+'
------------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to Univision
Communications, Inc.'s (Univision) proposed senior secured term
loans due March 2020.  The Rating Outlook is Stable.

Univision announced intention to refinance a portion of its C-1
and C-2 term loans with $1.5 billion in new C-4 term loans.  All
term loans will have the same maturity. Univision is looking to
price its C-4 term loans at Libor plus 300 basis points (bps) with
a 1% floor, similar to the company's C-3 tranche term loans.  This
would translate to a 50 bps saving ($7.5 million per annum) over
the C-1/C-2 tranches price of Libor plus 325 bps with a 1.25%
floor.  The security package, guarantees, and
covenants/restrictions are expected to be the same as the existing
term loans. There will be no financial covenants.  While the
modest reduction in interest expense is favorable to the credit,
the ratings remain unchanged.

The ratings incorporate Fitch's positive view of the U.S. Hispanic
broadcasting industry, given anticipated continued growth in
number and spending power of the Hispanic demographic.
Additionally, Univision benefits from a premier industry position,
with duopoly television and radio stations in most of the top
Hispanic markets, with a national overlay of broadcast and cable
networks.  The company's networks garner significant market share
of Hispanic viewers and generate strong and stable ratings.  This
large and concentrated audience provides advertisers with an
effective way to reach the growing U.S. Hispanic population.

Fitch expects Hispanic population growth to mitigate the impact of
longer-term secular issues that are challenging the overall media
& entertainment sector, namely, audience fragmentation and its
impact on advertising revenue.  While the Hispanic broadcast
television audience is not immune to these pressures, Fitch
expects that its growing total size will offset the impact of any
audience fragmentation and drive ongoing ratings strength at
Univision's television properties.  This should result in low to
mid-single-digit top-line growth at the television segment.

Fitch believes Univision's cost management efforts and growth in
high-margin retransmission revenue will provide an offset to the
rising programing investments.  Fitch expects EBITDA margins
levels in the 38% to 40% range in 2014.  Long term, Fitch believes
positive operating leverage from top-line growth and growth in
high-margin retransmission revenue will drive margin improvement.

Recent new entrants in the Hispanic broadcast and cable network
market will add to the competitive pressures facing Univision.
However, Univision currently has incumbent advantage and dominant
market presence.  Fitch expects these factors, along with its
pipeline of proven content from Televisa, to enable it to grow
amid these increasing pressures.

Ratings concerns center on the highly leveraged capital structure,
limited free cash flow (FCF) generation relative to total debt, as
well as the company's significant exposure to advertising revenue.
As of September 2013, Fitch estimates total leverage (including
the subordinated convertible preferred debentures due to Televisa)
and secured leverage of 10.4x and 8.2x, respectively.  Fitch
expects deleveraging to be driven by EBITDA growth and modest
levels of mandatory term loan amortization.

Fitch regards current liquidity as adequate, particularly in light
of minimal near-term maturities.  At Sept. 30, 2013, liquidity
consisted of approximately $103 million of cash, approximately
$520 million available under the $550 million RCF due 2018 (net of
borrowings and letters of credit) and, $240 million available
under the $400 million AR securitization facility (consisting of
$300 million revolver and $100 million term facility).

Fitch calculates 2012 FCF of approximately $70 million and latest
12 month (LTM) September 2013 FCF of negative $140 million, driven
mostly be increased programming investment.

Fitch estimates at Sept. 30, 2013, Univision had total debt of
$10.7 billion, which consisted primarily of:

  -- $4.6 billion in senior secured term loans due March 2020;
  -- $1.2 billion 6.875% senior secured notes due 2019;
  -- $750 million 7.875% senior secured notes due 2020;
  -- $815 million 8.5% senior unsecured notes due 2021;
  -- $1.2 billion 6.75% senior secured notes due 2022;
  -- $700 million 5.125% senior secured notes due 2023;
  -- $1.125 billion 1.5% subordinated convertible debentures
     issued to Televisa, due 2025. This note is a direct
     obligation of the parent HoldCo, Broadcasting Media Partners,
     Inc., but is serviced by dividends paid by Univision.

Univision's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company, and thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (going
concern), rather than a liquidation.  Fitch employs a 7x
distressed enterprise value multiple reflecting the company's FCC
licenses in top U.S. markets. Fitch assumes a sustainable post
restructuring EBITDA of approximately $880 million.  Fitch
estimates the adjusted distressed enterprise valuation in
restructuring to be $6.1 billion. The 'B+' rating for the secured
debt reflects Fitch's expectations for recovery in the 51%-70%
range.  The 'CCC+' rating on the $815 million senior unsecured
notes reflects Fitch's expectations for 0% recovery.

Negative ratings actions could occur if operating results and FCF
are materially lower than Fitch's expectations (noted above).
This would be contradictory to Fitch's constructive view on the
Spanish language broadcasting industry and Univision's positioning
within it, and could indicate that the company is more susceptible
to secular challenges than previously anticipated.

Positive ratings actions could occur if Univision delevers
significantly from current levels, with indications that the
company is on target to reach 7x-9x and 5x-6x total and secured
leverage targets, respectively.  Fitch expects deleveraging could
occur largely through EBITDA growth, as well as modest debt
reduction.

Fitch currently rates Univision as follows:

  -- Issuer Default Rating 'B';
  -- Senior secured 'B+/RR3';
  -- Senior unsecured 'CCC+/RR6'.


UNIVISION COMMUNICATIONS: S&P Rates $1.5BB Loan Due 2020 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
Spanish-language TV and radio broadcaster Univision Communications
Inc.'s proposed $1.5 billion term loan due 2020 an issue-level
rating of 'B+' (one notch above our 'B' corporate credit rating on
the company), with a recovery rating of '2', indicating S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.  Univision of Puerto Rico Inc. is
the co-borrower of the proposed debt.

The corporate credit rating on Univision Communications Inc., the
leader in U.S. Hispanic media, reflects the company's very high
debt leverage and weak interest coverage because of its 2007
leveraged buyout (LBO), advertising pricing that is not
commensurate with its audience share, and weak trends in radio
advertising.

S&P regards Univision's financial risk profile as "highly
leveraged," (based on its criteria), because of the company's
extremely high pro forma debt to EBITDA of about 11x as of
Sept. 30, 2013.  Univision's business risk profile is
"satisfactory," based on its position as the market-leading U.S.-
based Spanish-language TV and radio broadcaster.  S&P expects
Univision to maintain "adequate" liquidity, supplemented by its
expectation for positive discretionary cash flow in 2014, despite
leverage remaining very high.  S&P's business risk assessment also
incorporates its view of the media and entertainment industry's
"intermediate" risk and "very low" country risk.  The comparable
rating analysis has a negative impact on S&P's rating outcome.
The company's leverage, at about 11x, significantly exceeds the
5x-or-higher threshold that S&P associates with a highly leveraged
financial risk profile.  S&P believes the company's capital
structure may be unsustainable, especially under a stress
scenario.  This results in the 'B' corporate credit rating.

Univision's operations include TV and cable networks and TV
station groups, radio stations, and online content.  It is the
largest Spanish-language broadcaster in the U.S. Univision's
market-leading position relies on its popular primetime
programming under a favorable low-cost, long-term contract through
2025 with Grupo Televisa S.A., and has held its leading position
despite several new competitors.  The Univision television network
reaches virtually all U.S. Hispanic households, and often
generates audience ratings higher than some of the four major
English-language TV networks.  Univision has not narrowed the gap
between Spanish language and English language advertising rates
for several years.  The gap widened during the 2008/2009 recession
and the company has faced a prolonged challenge in convincing
advertisers of the value of reaching Univision's unique
demographic.  The company has sustained revenue and EBITDA growth
by growing retransmission fees from multichannel video providers
and to a lesser degree core television advertising revenue.  S&P
expects the company will continue to experience double-digit
percent growth in retransmission revenue for the next several
years by increasing carriage rates when contracts are renewed and
by garnering distribution and retransmission revenue for the
company's newer networks.


VERITY CORP: Amends Contract for Deed with Duane Spader
-------------------------------------------------------
In December 2012, Verity Farms, LLC, a wholly owned subsidiary of
Verity Corp., entered into an amended and restated contract for
deed with Duane Spader.  In order to provide for additional
security to the lender and to restate the current balances due
under the prior loan agreement, Verity Farms and Spader entered
into a new amended and restated contract for deed.  Under the New
Agreement, Verity Farms agreed to continue to fulfill its
obligations under the original agreement and granted a security
interest to Spader in the land purchased under the original
agreement.  As of Dec. 30, 2013, the total amount due to Spader
was $4,001,267.

                           About Verity

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.

Bongiovanni & Associates, C.P.A.'s, in Cornelius, North Carolina,
expressed substantial doubt about AquaLiv's ability to continue as
a going concern following their audit of the Company's financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred recurring losses from
operations, has a liquidity problem, and requires funds for its
operational activities.

The Company's balance sheet at June 30, 2013, showed $4.69 million
in total assets, $7.06 million in total liabilities and a
$2.36 million total stockholders' deficit.


WILLOW CREEK: Seeks Authority to Employ Cotton Driggs as Counsel
----------------------------------------------------------------
Willow Creek San Martin Building LLC seeks authority from the U.S.
Bankruptcy Court for the District of Nevada to employ Cotton,
Driggs, Walch, Holley, Woloson & Thompson as general
reorganization counsel.

The firm's retainer agreement with the Debtor provides current
hourly rates and current charges for certain expenses, the
prepetition payment of a $25,000 retainer from Willow Creek Memory
Care West LLC, and a postpetition retainer in the amount of
$25,000 to be received by a non-debtor entity.

The Debtor proposes the compensation of the attorneys and
paraprofessionals will be at varying rates currently ranging from
$185 per hour for paraprofessionals, from $225 per hour to $310
per hour for services of associates, and from $330 per hour to
$520 per hour for the services of shareholders.

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

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.

The case is assigned to Judge Laurel E. Davis.  The Debtor is
represented by Ogonna M. Atamoh, Esq., and James D. Boyle, Esq.,
at COTTON, DRIGGS, WALCH, HOLLEY, WOLOSON & THOMPSON, in Las
Vegas, Nevada.


WOODEN RULER: Foreclosure Auction Reset to Feb. 21
--------------------------------------------------
The public auction of Wooden Ruler Realty LLC's real and personal
property, which serve as collateral to the debt owed to Cedar Cove
Realty Partners LLC, assignee of East Boston Savings Bank, has
been moved to Feb. 21, 2014 at 2:00 p.m.

The foreclosure auction was originally set for Jan. 9, 2014 at
2:00 p.m. upon the Mortgaged Premises located at 21 Norway Plains
Road, in the City of Rochester, Strafford County, New Hampshire,
as reported by the Troubled Company Reporter on Dec. 11, 2013.

Cedar Cove Realty Partners, LLC, is represented by:

         Roy W. Tilsley, Jr., Esq.
         BERNSTEIN, SHUR, SAWYER AND NELSON, P.A.
         670 North Commercial Street P.O. Box 1120
         Manchester, NH 03105-1120
         Tel: (603) 623-8700


WORLD SURVEILLANCE: Revokes 12-Mil. Shares Issued to Executives
---------------------------------------------------------------
World Surveillance Group Inc. entered into an Agreement with Glenn
D. Estrella, the Company's president and chief executive officer,
W. Jeffrey Sawyers, the Company's chief financial officer and
treasurer, and Barbara M. Johnson, the Company's vice president,
general counsel and secretary, whereby the parties mutually agreed
to rescind the issuances of an aggregate of 12,000,000 shares of
common stock, par value $0.00001 per share, of the Company that
had been issued to Mr. Estrella, Mr. Sawyers and Ms. Johnson,
respectively, during 2013.

On Dec. 31, 2013, Mr. Estrella, Mr. Sawyers and Ms. Johnson
received options to purchase an aggregate of 12,000,000 shares of
Common Stock at an exercise price of $0.0096 per share, which was
the closing price of the Company's Common Stock on the date the
Company's Board of Directors approved the issuance of the options,
pursuant to certain option agreements.  The options are fully
vested and are exercisable until the earlier of seven years from
the effective date of the options or 90 days after the termination
of their respective employment with the Company.

No underwriting discounts or commissions were paid in connection
with any of the above agreements or securities issuances.

A copy of the Agreement is available for free at:

                       http://is.gd/6P6qJ8

                 45-Mil. Shares Issued to F. Hess

On March 28, 2013, World Surveillance entered into a Stock
Purchase Agreement by and among the Company, Lighter Than Air
Systems Corp., Felicia Hess (the Shareholder) and Kevin Hess
(KHess) pursuant to which the Company acquired 100 percent of the
outstanding shares of capital stock of LTAS, such that LTAS is now
a wholly-owned subsidiary of the Company.

On Dec. 31, 2013, the Company entered into a First Amendment to
Agreement pursuant to which Felicia Hess returned the 25,000,000
shares of common stock, par value $0.00001 per share, of the
Company issued pursuant to the Agreement, all cash purchase price
and earn out provisions were deleted, and the Shareholder was
issued 45,000,000 shares of Common Stock as full payment for 100
percent of the outstanding shares of capital stock of LTAS in a
tax free reorganization deal.

The Common Stock of the Company issued pursuant to the Amendment
was issued as restricted securities under an exemption provided by
Section 4(2) of the Securities Act of 1933, as amended.  The
Shareholder continues to have certain piggyback registration
rights.

Separately, the Company entered into an Agreement with LTAS, the
Shareholder and KHess providing for a $210,000 performance based
bonus to Felicia Hess, the President of LTAS, if certain
milestones are achieved.

A copy of the First Amendment to LTAS Agreement is available at:

                       http://is.gd/Hh400E

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance disclosed a net loss of $3.36 million on
$272,201 of net revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $1.12 million on $19,896 of net
revenues in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $3.75 million in total assets, $16.97 million in total
liabilities, and stockholders' deficit of $13.22 million.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"Our indebtedness at September 30, 2013 was $16,973,748.  A
portion of such indebtedness reflects judicial judgments against
us that could result in liens being placed on our bank accounts or
assets.  We are continuing to review our ability to reduce this
debt level due to the age and/or settlement of certain payables
but we may not be able to do so.  This level of indebtedness
could, among other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company said
     in its quarterly report for the period ended Sept. 30, 2013.


XL-ID SOLUTIONS: Submits Proposal to Creditors Under BIA
--------------------------------------------------------
XL-ID Solutions Inc. (formerly known as Excellium Inc.), a Tier II
issuer listed on the TSX Venture Exchange, on Jan. 10 disclosed
that it has submitted a proposal to its creditors under the
Bankruptcy and Insolvency Act (Canada).  The proposal is made
further to the filing by XL-ID with the Office of the
Superintendent of Bankruptcy of a notice of intention to submit a
proposal to its creditors pursuant to the BIA, which was announced
on December 4, 2013.

Under the terms of the proposal, an amount of $275,000 will be
made available to Raymond Chabot Inc., as Trustee, for
distribution to creditors in the manner set forth in the proposal,
less an amount not to exceed $75,000 to cover fees and expenses of
the proposal.  The proposal also provides for the reorganization
of XL-ID's share capital pursuant to which its outstanding common
shares will be cancelled for no consideration and XL-ID's majority
shareholder and only secured creditor, General Financial
Corporation, will be the sole shareholder.  Following these steps,
XL-ID will be delisted from the Exchange and will apply to cease
to be a reporting issuer.

The proposal is subject to approval by the statutory majority of
XL-ID's creditors under the BIA at a meeting scheduled to be held
on or about January 24, 2014.  Provided it receives the requisite
approval from its creditors, XL-ID will seek a final order from
the Superior Court of Quebec approving the proposal shortly
thereafter.

XL-ID (TSX:XLM) -- http://www.XL-ID.ca-- is a security company
specialized in biometrics identity systems, proactive security
management and in the integration of security products for the
institutional and industrial markets.  XL-ID is active in
electronic identification, comprising background checks, biometric
identification and management of large events and summits.


YRC WORLDWIDE: S&P Puts 'CCC' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on YRC
Worldwide Inc. (YRCW), including the 'CCC' corporate credit
rating, on CreditWatch with negative implications.

On Jan. 9, 2014, the International Brotherhood of Teamsters
rejected YRCW's proposed labor contract extension.  The agreement
had proposed an extension of current contract terms (through March
2019) with some modifications.  On Dec. 23, 2013, the company
announced that it reached an agreement with certain holders of its
series A and B convertible notes and other institutional investors
that would allow it to reduce debt by approximately $300 million.
This agreement was contingent on the ratification of the proposed
labor contract.  YRCW has $395 million in debt maturities in 2014,
consisting the company's asset-based loan and 6% convertible
senior notes.  The nearest debt maturity is due on Feb. 14, 2014,
totaling $69 million.

The rating on YRCW reflects its "less-than-adequate" liquidity as
well as its substantial off-balance-sheet contingent obligations
related to its multiemployer pension plans (the current
underfunding is estimated at $10 billion).  "We consider YRCW's
substantial market position in the less-than-truckload sector,
which has fairly high barriers to entry, as a positive rating
factor," said Standard & Poor's credit analyst Anita Ogbara.  We
assess YRCW's business risk profile as "vulnerable," its financial
risk profile as "highly leveraged," and its liquidity as "less
than adequate," according to our criteria.

S&P will monitor developments regarding YRCW's liquidity position,
capital structure, and operating prospects to resolve the
CreditWatch placement.  S&P could take further interim rating
actions as more information becomes available, in advance of a
resolution of the CreditWatch review.


* Default Rate to Continue Decline in 2014, Moody's Says
--------------------------------------------------------
Moody's trailing 12-month global speculative-grade default rate
came in at 2.6% in the final quarter of 2013, down from 3.0% in
the prior quarter and close to the rating agency's year-ago
forecast of 3.0%, Moody's Investors Service says in its monthly
default report, the ratings agency said on Jan. 9.  A total of 62
Moody's-rated corporate debt issuers defaulted last year, with
nine defaulting in the fourth quarter.

"The corporate default rate remains below its historical average,
given strong balance sheet fundamentals and ample liquidity," says
Albert Metz, Managing Director of Credit Policy Research. "And
moving into the new year, we expect a somewhat lower corporate
default rate given our expectations for more robust economic
growth."

In the US, the speculative-grade default rate dropped to 2.2% in
the fourth quarter of 2013, down from 2.7% in the prior quarter.
At end-December 2012, the US rate stood at 3.4%. In Europe, the
rate declined to 3.4% in the fourth quarter from 3.6% in the
third. At end-December, the European default rate stood at 2.5%.

Based on its forecasting model, Moody's expects the global
speculative-grade default rate to remain low in 2014, and to end
it at 2.3%.

By region, the model predicts that the rate will be 2.3% in the US
and 2.1% in Europe by the end of this year. And across industries,
Moody's expects default rates to be highest in the Metals & Mining
sector in the US, and the Hotel, Gaming & Leisure sector in Europe
in 2014.

By dollar volume, the global speculative-grade bond default rate
dropped to 1.0% in the fourth quarter of 2013 from 1.7% in the
third. The global dollar-weighted default rate ended 2012 at 1.9%.

In the US, the dollar-weighted speculative-grade bond default rate
fell to 0.4% in the fourth quarter from 1.3% in the third. The
comparable rate was 1.7% at year-end 2012.

In Europe, the dollar-weighted speculative-grade bond default rate
remained unchanged at 3.1% from the third to the fourth quarter,
and ended 2012 at 2.5%.

Moody's global distressed index arrived at 7.4% at the end of the
fourth quarter 2013, down from 8.6% in the prior quarter. At year-
end 2012, the index was a noticeably higher 14.1%.

In the leveraged-loan market, there were no Moody's-rated defaults
during the final quarter of 2013. The US leveraged-loan default
rate finished at 2.2% in the fourth quarter, down from 2.7% in the
third. The loan default rate finished December 2012 at 3.1%.


* Ferry Route Cancellation May Bankrupt BC Biz, Study Shows
-----------------------------------------------------------
Jeremy Nuttall, writing for 24 hours Vancouver, reports the
Tourism Industry Association of British Columbia has said the
cancelling of a ferry route in British Columbia's North Coast will
create havoc for tour organizers and could bankrupt businesses.
According to the report, the association on Jan. 13 released a
study indicating how the discontinuation of route 40 is a lifeline
to communities between Port Hardy on Vancouver Island and Bella
Coola on the North Coast.

"The Ministry of Transportation says that route 40 operates at a
deficit of about $725,000," the association's Ian Robertson said.
"Our analysis showed that when you look at the total provincial
taxes generated by the route it's about $780,000, so there is a
very modest surplus."


* Moody's: US Subprime Auto Credit to Continue to Weaken Gradually
------------------------------------------------------------------
The deterioration in US subprime auto lending credit metrics
slowed somewhat during the third quarter of 2013, but subprime
credit will continue to weaken gradually as lenders boost their
volumes by moving further down the credit spectrum, according to
"US Subprime Auto Loan Credit Deterioration Moderated in Q3, Will
Continue Gradually," a new report from Moody's Investors Service.

Low interest rates, relatively low losses to date and a slowdown
in the growth of auto sales will spur lenders to continue to offer
credit to weaker borrowers.

"Based on third-quarter lending metrics, subprime credit continues
to deteriorate," says Peter McNally, a Moody's Vice President -
Senior Analyst and author of the report, "even though flattening
average borrower credit scores suggest that the credit weakening
has moderated."

"Average loan to value ratios for used vehicle loans rose by three
percentage points year over year, while average subprime loan
terms for both used and new vehicle loans lengthened by one month.
The weakening credit suggests that, absent mitigating factors such
as an improving job market, losses on loans in new subprime auto
ABS will continue to rise."

Higher LTVs generally indicate weaker credit because borrowers
with higher LTVs typically are in greater need of cash than those
with lower LTVs. Longer loan terms generally mean weaker credit
because they extend the period over which a borrower could
potentially default. They can also mean higher losses on
liquidated vehicles because the smaller monthly payments mean that
borrowers pay less principal back before default.

Market conditions remain conducive to increased lending to weaker
borrowers. Low interest rates give even smaller lenders low-cost
funding and allow for high margins, especially on high-yielding
subprime loans. However, even though losses are increasing, they
are still relatively low, which means that lenders have room for
performance to weaken before high losses make profit margins
unattractive.

Gradually weakening credit has already led to a rise in default
rates. Since the beginning of 2010, a growing number of loans have
become delinquent within 12 months of origination, and these
early-stage delinquencies are rising despite the steady
improvement in the unemployment rate.


* NADA Predicts 16.4 Million U.S. Light Vehicles Sales in 2014
--------------------------------------------------------------
The National Automobile Dealers Association predicts 16.4 million
new cars and light trucks will be purchased or leased in the U.S.
this year, a 5.1 percent increase from 2013.

"Consumers will be far better off in 2014 than last year," said
NADA Chief Economist Steven Szakaly.  "Employment is improving.
Debt has been reduced, and home prices across all regions of the
country will remain stable or will rise, yielding a positive
wealth effect."

Last year, 15.6 million new light vehicles were sold in the U.S.
It marked fifth straight year of a long recovery from the global
financial crisis and the automotive bankruptcies.

"Growth would have been stronger in 2013 without a series of
contentious fiscal crises in Washington and a federal government
shutdown last fall," he said.

"There is considerable upside potential in 2014 as economic
activity is expected to increase as the year progresses," he
added.  "Gross domestic product will grow about 2.8 percent this
year, stability in housing with concurrent growth in employment
and manufacturing all lead to a positive outlook for 2014."

Mr. Szakaly added that employment, particularly in the
construction and services industries, will improve this year, and
a continued moderation in gasoline prices and improvements in the
housing market will help to offset stagnation in wages and income
in 2014.

                            About NADA

NADA -- http://www.nada.org-- represents nearly 16,000 new-car
and -truck dealerships with 32,000 domestic and international
franchises.


* New Chapter for Detroit Auto Makers
-------------------------------------
Joseph B. White, writing for The Wall Street Journal, reported
that leaders of the world's major auto makers gathering in Detroit
for the North American International Auto Show will find a far
more hospitable climate than they've experienced during the past
several years.

According to the report, Detroit's weather promises to be chilly
and dank as ever.  But the U.S. auto industry is enjoying blue
skies.  Sales in 2013 recovered nearly all the ground lost during
the Great Recession in 2009, as demand for luxury cars and highly
profitable trucks and sport-utility vehicles boomed and gasoline
prices drifted down.  The pace of growth in 2014 will slow, but
most industry executives expect smooth sailing for the near term
compared with the turmoil of recent years.

For Detroit's restructured auto makers, one challenge will be to
avoid repeating a pattern of boom and bust that's plagued the U.S.
car business since the early 1980s, the report related.
Prosperity has tended to beget ill-advised diversification and
bloated costs in Detroit.  This time, however, the pain of near-
death, bankruptcy and humiliating federal bailouts may not be so
quickly forgotten.

The U.S. oil and gas boom has removed, for now, another source of
anxiety for auto barons -- wildly fluctuating energy prices, the
report added.  But the Detroit auto makers still rely heavily on
sales of big pickup trucks and SUVs to boost their bottom lines.
That will be highlighted by the expected prominence at the show of
Ford's new F-150 pickup.


* Privately-Owned Companies Likely to Face More Distress This Year
------------------------------------------------------------------
The new year could well see more distress in privately-owned
companies (such as those controlled by private equity),
"significant" moves to pare back the government bond-buying
program known as quantitative easing and more municipal
bankruptcies following on the heels of Detroit's Ch. 9 filing.
That's according to a survey of 104 senior attorneys, investment
bankers, fund managers and other restructuring professionals
across North America released on Jan. 10 by AlixPartners, the
global business-advisory firm.  The restructuring pros also
pointed to retail, energy & resources, healthcare and maritime as
the industries most likely to face distress in the year ahead.

According to the survey, 58% of the experts say they expect to see
more distress in privately-owned companies than in public
companies in 2014.  That's up from 55% who said that in a similar
AlixPartners survey a year ago.

"Privately-owned companies, including those owned by private
equity, could well be in danger of greater distress this coming
year, given their higher leverage levels and the continued low
growth in the economy," said Lisa Donahue, global leader of the
Turnaround & Restructuring Services group at AlixPartners.  "Hedge
funds as well, we believe, need to focus on operational
improvement in 2014, as the companies they invest in continue to
face a challenging economy."

At the same time that the economy continues to be less than
stellar, however, more than half of the restructuring experts,
56%, said they think the Federal Reserve will make "significant"
moves to taper the Fed's quantitative easing program this coming
year.  Given that an easing of any kind is seen by many as the
first step toward eventual rising interest rates, such a sentiment
is noteworthy.

Which gives rise to the question: How much would interest rates
have to lead to an also-significant increase in the rate of
corporate restructurings? Half of those surveyed (50%) said they
think a two-point or less increase in interest rates would do the
trick.  Meanwhile, only 13% said an increase in rates of three
points was needed.

Overall, 36% of those surveyed said they expect to see more
business bankruptcies (middle-market and large companies) in 2014
than in 2013, with 54% saying the opposite.  Of those expecting
more bankruptcies in the year ahead, 68% said they expect to see
11% to 30% more, while 32% said 1% to 10% more.

One thing that could lead to more bankruptcies would be an easing-
off on so-called "amend-and-extend" refinancings of companies'
loans by their lenders.  While 63% of those surveyed don't see a
significant change in such policies in the year ahead, a good-
sized minority, 30%, said they believe there will be a significant
pull-back in amend-and-extend this coming year.

"If there is either a significant increase in interest rates or a
significant a pull-back on the lending policies of the last few
years, restructurings could rise dramatically," said Ms. Donahue.
"While neither may happen in the near term, those betting on the
status quo remaining that way indefinitely are taking a big risk -
which is why we're advising many clients these days to make
financial and operational improvements in their companies before
the external environment changes dramatically."

When asked to pick the top three industries most likely to face
the most distress in 2014, 57% chose the retail industry, up from
36% in the AlixPartners survey of a year ago; 49% said energy &
resources, up from 35%; 43% said healthcare, up from 41%; 26% said
maritime, up from 24%; and 18% said restaurants & foodservice, up
from 17%. The aerospace & defense industry also garnered 18%, down
from 31% a year ago.

One area where the experts expect there will quite likely be more
restructuring activity in the year ahead is in the public sector -
a topic very much in the news in 2013 given the City of Detroit's
Ch. 9 filing.  Almost three-quarters of those surveyed, 73%, said
they think municipal bankruptcies and restructurings will increase
in 2014, with 29% saying they will increase "moderately" or
"dramatically."  Of those who think municipal restructurings will
increase, 70% said they think that, on the heels of Detroit's
filing, at least two to four major cities or municipalities will
file for bankruptcy in the year ahead.

When asked, outside the U.S., which regions of the world they are
most looking for restructuring opportunities today, 39% said
Western Europe, followed by Latin America at 28%.

"Though the economies in Western Europe are generally in better
shape than they were at this time a year ago, many industries and
companies in Europe are still struggling," said Ms. Donahue.
"There could well be a lot more activity there in the year ahead."

The AlixPartners survey also asked respondents, as turnaround
experts, to point to the single-most important thing that could be
done right now to turn around the American economy. Of six choices
offered -- reform the tax code, cut federal spending, increase
stimulus spending, reform immigration law, repeal the Affordable
Care Act and "other" -- 38% said reform the tax code, 28%, said
cut federal spending and 17% said increase stimulus spending.
Reforming immigration law and repealing the Affordable Care Act
received just 3% each.

                        About the Survey

This marks the eighth year of the annual AlixPartners North
American Restructuring Experts Outlook Survey, which polls senior
attorneys, investment bankers, fund managers and other
restructuring professionals across North America about their
outlook for the year ahead, their views on industry and economic
topics, and their views on other vital issues of the day.  This
year's online survey was of 104 senior professional restructuring
experts, and was conducted in December 2013.

                        About AlixPartners

AlixPartners -- http://www.alixpartners.com-- is a global
business advisory firm of results-oriented professionals who
specialize in creating value and restoring performance at every
stage of the business lifecycle.  The firm's expertise covers a
wide range of businesses and industries whether they are healthy,
challenged or distressed.


* Moelis Is Said to Ready a Potential Public Offering
-----------------------------------------------------
Michael J. De la Merced and David Gelles, writing for The New York
Times' DealBook, reported that Moelis & Company, the boutique
investment bank founded by Kenneth D. Moelis, has begun working
with advisers on a potential initial public offering, people
briefed on the matter said on Jan. 10.

According to the report, the firm is working with Goldman Sachs
and is expected to add other counselors as well. Executives at the
firm have entertained pitches from potential underwriters in
recent months.

It is not clear whether the investment bank will go forward with
an I.P.O. or pursue another transaction, the report said.

If Moelis goes public, it will be joining a handful of independent
investment banks that already reside on the stock markets and
fulfill an ambition of its founder, the report further related.
And it would come at a time when these firms -- smaller than the
likes of Goldman Sachs or JPMorgan Chase -- have nonetheless been
collecting more deal fees.

Shares of Moelis's publicly traded competitors rose last year, in
particular those of Evercore Partners (which more than doubled)
and Lazard (up about 52 percent), the report said.


* Marla B. Matthews Joins Cleveland, Waters & Bass
--------------------------------------------------
Cleveland, Waters and Bass, P.A., on Jan. 13 disclosed that
Marla B. Matthews will join the firm on February 1, 2014, as a
member of its Trust and Estates Practice Area.

Ms. Matthews represents clients in matters of preservation and
transfer of wealth, gift and estate tax planning, special needs
trust planning, estate and trust administration, and public
benefits planning.  In addition to estate planning, Ms. Matthews
represents clients in the regulated industries and works with
school districts on education-related matters.

Ms. Matthews is an officer of the New Hampshire Chapter of the
National Academy of Elder Law Attorneys.  She is also a mentor for
the Circle Program, headquartered in Plymouth, New Hampshire.

Ms. Matthews is a member of the New Hampshire Bar.  She earned a
B.S. (magna cum laude) from Keene State College, and a J.D. from
Northeastern University School of Law. She formerly served as a
law clerk to the Honorable James E. Duggan, associate justice of
the New Hampshire Supreme Court.

"We are excited to have Marla join our firm," said Philip M.
Hastings, president of Cleveland, Waters and Bass.  "She is a
welcome addition to our expanding trusts and estates practice area
and enhances the range of services we can provide to our business
and nonprofit clients."

Founded in 1959, Cleveland, Waters and Bass, P.A., represents
individuals and businesses throughout New Hampshire and northern
New England.  A substantial portion of the firm's practice is
devoted to the representation of businesses of all sizes and
includes business formation and governance, employment law,
commercial transactions, real estate development and finance,
commercial and administrative litigation and bankruptcy.  The
firm's expanding trusts and estates practice area focuses on
wealth preservation, estate planning for high net worth
individuals, estate and trust administration, special needs trusts
and elder law.  Cleveland, Waters and Bass is a member of the
Legal Netlink Alliance, an international alliance of independent
law firms.


* Jan P. Myskowski Joins Cleveland, Waters & Bass
-------------------------------------------------
Cleveland, Waters and Bass, P.A., on Jan. 13 disclosed that
Jan P. Myskowski will join the firm on February 1, 2014, and will
chair its Trust and Estates Practice Area.

Mr. Myskowski has over 20 years of experience in the field of
trusts and estates.  He represents high net worth individuals and
elderly and disabled clients in matters of preservation and
transfer of wealth, gift and estate tax planning, special needs
trust planning, estate and trust administration, business
succession planning, and public benefits planning.

Mr. Myskowski is a fellow of the American College of Trust and
Estate Counsel.  He is a member and former board member of the New
Hampshire Estate Planning Council.  He is also a founding board
member and past president of the New Hampshire Chapter of the
National Academy of Elder Law Attorneys.

Mr. Myskowski is included in The Best Lawyers in America? in the
fields of Elder Law and Trusts and Estates, and was named by Best
Lawyers as Concord, New Hampshire's 2014 "Lawyer of the Year" in
Elder Law.  He is also named to the 2013 New England Super Lawyers
list for Estate and Probate Law.

Mr. Myskowski is a member of the New Hampshire and Massachusetts
bars. He earned a B.A. from the Massachusetts College of Liberal
Arts and a J.D. from the College of William and Mary's Marshall-
Wythe School of Law.

"We are delighted Jan is joining our firm," said Philip M.
Hastings, president of Cleveland, Waters and Bass.  "Jan is one of
the top estate planning attorneys in the state and he brings a
wealth of experience and leadership to our trusts and estates
department."

Founded in 1959, Cleveland, Waters and Bass, P.A., represents
individuals and businesses throughout New Hampshire and northern
New England.  A substantial portion of the firm's practice is
devoted to the representation of businesses of all sizes and
includes business formation and governance, employment law,
commercial transactions, real estate development and finance,
commercial and administrative litigation and bankruptcy.  The
firm's expanding trusts and estates practice area focuses on
wealth preservation, estate planning for high net worth
individuals, estate and trust administration, special needs trusts
and elder law. Cleveland, Waters and Bass is a member of the Legal
Netlink Alliance, an international alliance of independent law
firms.


* Orrin Harrison Joins Gruber Hurst Johansen as Partner
-------------------------------------------------------
Orrin L. Harrison III, a prominent and longtime leader in the
Texas legal community, has joined the Dallas litigation firm
Gruber Hurst Johansen Hail Shank as a partner.

During nearly 40 years of practice, Mr. Harrison has focused on
complex business litigation in matters involving energy and
utilities, securities, antitrust and corporate governance.  He has
served as the principal outside litigation counsel in trial and
appellate courts for major national and international companies,
including Central and South West Corporation, Fina Oil Company,
and Waddell & Reed Financial Services.  For the past eight years,
Chambers USA has listed him in its prestigious Tier 1 ranking as a
securities litigator.

Mr. Harrison most recently was co-head of the national litigation
practice group of Akin Gump Strauss Hauer & Feld, where he was a
partner since 2003.  Prior to joining Akin Gump, he was a partner
with Vinson & Elkins, where he was a member of the firm's practice
management committee and led the Dallas office's litigation
section.

"Orrin's experience and counsel will be tremendous assets for our
firm and clients as we increasingly engage in corporate disputes
with high financial stakes and substantial business implications,"
says firm founder Mike Gruber.  "Orrin's reputation for
communication and aggressive advocacy at the negotiating table and
in the courtroom make him a great fit, and we're very pleased he
agreed to make this move."

Mr. Harrison has served as president of the Dallas Bar Association
and the Dallas Chapter of American Board of Trial Advocates, a
trustee of the Dallas Bar Foundation, and a director of the State
Bar of Texas.  He also served as vice-chairman of the State Bar
Commission on Lawyer Discipline, which oversees the lawyer
grievance process in Texas.

In civic affairs, Mr. Harrison is a recipient of the Torch of
Conscience Award from the American Jewish Congress.  He has served
on the board of directors for the United Way of Greater Dallas;
North Texas Business Council for the Arts; and Dallas County
Heritage Society.  He is a frequent lecturer for legal education
programs on arbitration, securities regulation, accounting
litigation, and corporate investigations under the Sarbanes-Oxley
Act.

Mr. Harrison earned his law degree with honors in 1974 from the
Southern Methodist University School of Law, where he was a member
of Order of the Coif and Order of the Barristers.  He received his
undergraduate degree with honors in 1971 from the University of
the South, where he currently serves as trustee.

Gruber Hurst Johansen Hail Shank LLP focuses on the business needs
of its clients in trying complex commercial litigation in
courtrooms across Texas.  The firm's experience includes matters
involving securities, financial services, bankruptcy, employment,
intellectual property, technology, products liability and other
commercial cases.  Clients include leading companies -- large and
small -- and individuals in the fields of private equity, real
estate, manufacturing, professional services, energy and retail.


* Holwell Shuster & Goldberg Promotes Avi Israeli to Partner
------------------------------------------------------------
Holwell Shuster & Goldberg LLP on Jan. 13 disclosed that it has
promoted Avi Israeli to partner, making Mr. Israeli, 34, the first
new partner to be named at the litigation firm since its founding
in 2012.

"This is a true milestone for our firm," said Judge Holwell,
co-founder of the firm and a former federal judge in the United
States District Court for the Southern District of New York.  "Avi
is a tremendous young talent, and he has been a perfect fit for
Holwell Shuster & Goldberg from day one."

Mr. Israeli joined Holwell Shuster & Goldberg shortly after its
formation, becoming the firm's first associate, after having
previously worked with co-founding partners Michael Shuster,
Daniel Goldberg, and Dorit Ungar Black at Kasowitz, Benson, Torres
& Friedman in New York.  He has played a prominent role in several
of the firm's notable engagements, including the defense of
LimeWire and its founder in a copyright infringement case, the
trial arising out of the demise of a prominent distressed debt
hedge fund, and the prosecution of a multitude of "putback"
actions seeking to recoup billions of dollars in losses sustained
by major financial institutions in connection with the residential
mortgage crisis.

"I'm thrilled to become a partner with this group of lawyers, who
I have such great respect for," said Mr. Israeli.  "I've watched
the incredible growth of this firm first-hand, from day one, and
to support it further as a partner will be a great honor and
privilege."

In 2013, just the first full year of operation at the firm,
Holwell Shuster & Goldberg's rapid growth necessitated a move to
new offices at 125 Broad Street in Manhattan.  In addition to
promoting Mr. Israeli to the partnership, the firm started 2014
with the hiring of six additional lawyers, bringing the firm's
total to 23.

Before working at Kasowitz, Mr. Israeli worked as an associate at
Jones Day following his graduation from Benjamin N. Cardozo School
of Law.  He then clerked for the Honorable Marcia G. Cooke of the
United States District Court for the Southern District of Florida,
where he participated in the celebrated Jose Padilla trial.

                 About Holwell Shuster & Goldberg

Founded by Southern District of New York Judge Richard Holwell and
trial lawyers Michael Shuster, Daniel Goldberg, and Dorit Ungar
Black, Holwell Shuster & Goldberg is a litigation boutique focused
on the representation of clients in complex commercial,
securities, antitrust, and bankruptcy litigation, as well as
related civil, criminal, and regulatory matters.


* U.S. Bankruptcy Court Judge Burton R. Lifland Dies
----------------------------------------------------
U.S. Bankruptcy Judge Burton R. Lifland died on Sunday, Jan. 12,
on bacterial pneumonia, according to the news sources.  Judge
Lifland was 84 years old.

Stephanie Gleason and Joseph Checkler, writing for The Wall Street
Journal, reported that Judge Lifland was overseeing the continuing
wind-down of assets related to the Ponzi scheme orchestrated by
Bernard Madoff.  Michael J. De la Merced, writing for The New York
Times' DealBook, noted that Judge Lifland also handled other
prominent Chapter 11 cases, including the bankruptcies of
Blockbuster, Calpine, and Dana.  The Bankruptcy Court in Manhattan
hasn't yet made any announcement about who will be taking over the
Madoff proceeding or any of Judge Lifland's other cases.

The Journal related that Judge Lifland's rulings have touched
nearly every modern bankruptcy issue, including collective
bargaining and retiree benefits and international bankruptcy law.
He helped write Chapter 15 of the U.S. Bankruptcy Code, which
offers U.S. court protection to foreign companies.

As chief of the U.S. Bankruptcy Court for the Southern District of
New York, he put guidelines in place for professional fees, case
mediation and electronic filings, the Journal further related.
Previously, he also held the role of chief judge of the Bankruptcy
Appellate Panel for the Second Circuit.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                            Total
                                           Share-     Total
                                 Total   Holders'   Working
                                Assets     Equity   Capital
  Company         Ticker          ($MM)      ($MM)     ($MM)
  -------         ------        ------   --------   -------
ABSOLUTE SOFTWRE  OU1 GR         129.8      (11.3)    (10.7)
ABSOLUTE SOFTWRE  ALSWF US       129.8      (11.3)    (10.7)
ABSOLUTE SOFTWRE  ABT CN         129.8      (11.3)    (10.7)
ACCELERON PHARMA  0A3 GR          48.4      (19.9)      6.2
ACCELERON PHARMA  XLRN US         48.4      (19.9)      6.2
ADVANCED EMISSIO  ADES US        106.4      (46.1)    (15.3)
ADVANCED EMISSIO  OXQ1 GR        106.4      (46.1)    (15.3)
ADVENT SOFTWARE   AXQ GR         454.9     (133.8)    (83.4)
ADVENT SOFTWARE   ADVS US        454.9     (133.8)    (83.4)
AERIE PHARMACEUT  AERI US          7.2      (22.4)    (11.0)
AIR CANADA-CL A   ADH GR       9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   ADH TH       9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   AC/A CN      9,481.0   (3,056.0)    105.0
AIR CANADA-CL A   AIDIF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   ADH1 TH      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   ADH1 GR      9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   AIDEF US     9,481.0   (3,056.0)    105.0
AIR CANADA-CL B   AC/B CN      9,481.0   (3,056.0)    105.0
AK STEEL HLDG     AKS* MM      3,766.4     (211.8)    394.9
AK STEEL HLDG     AK2 GR       3,766.4     (211.8)    394.9
AK STEEL HLDG     AK2 TH       3,766.4     (211.8)    394.9
AK STEEL HLDG     AKS US       3,766.4     (211.8)    394.9
ALLIANCE HEALTHC  AIQ US         515.6     (131.4)     61.3
AMC NETWORKS-A    AMCX US      2,524.8     (611.9)    790.3
AMC NETWORKS-A    9AC GR       2,524.8     (611.9)    790.3
AMER AXLE & MFG   AYA GR       3,118.5      (46.8)    387.6
AMER AXLE & MFG   AXL US       3,118.5      (46.8)    387.6
AMER RESTAUR-LP   ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE  A1G GR      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  A1G TH      26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  AAL* MM     26,780.0   (7,922.0)    143.0
AMERICAN AIRLINE  AAL US      26,780.0   (7,922.0)    143.0
AMR CORP          AAMRQ US    26,780.0   (7,922.0)    143.0
AMR CORP          AAMRQ* MM   26,780.0   (7,922.0)    143.0
AMR CORP          ACP GR      26,780.0   (7,922.0)    143.0
AMYLIN PHARMACEU  AMLN US      1,998.7      (42.4)    263.0
ANACOR PHARMACEU  ANAC US         44.9       (7.3)     17.0
ANACOR PHARMACEU  44A TH          44.9       (7.3)     17.0
ANACOR PHARMACEU  44A GR          44.9       (7.3)     17.0
ANGIE'S LIST INC  ANGI US        109.7      (23.0)    (24.2)
ANGIE'S LIST INC  8AL TH         109.7      (23.0)    (24.2)
ANGIE'S LIST INC  8AL GR         109.7      (23.0)    (24.2)
ARRAY BIOPHARMA   ARRY US        152.6      (13.2)     82.3
ARRAY BIOPHARMA   AR2 TH         152.6      (13.2)     82.3
ARRAY BIOPHARMA   AR2 GR         152.6      (13.2)     82.3
AUTOZONE INC      AZO US       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 GR       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 TH       7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR  CUDA US        236.2      (90.1)    (66.5)
BARRACUDA NETWOR  7BM GR         236.2      (90.1)    (66.5)
BENEFITFOCUS INC  BTF GR          54.8      (43.9)     (3.6)
BENEFITFOCUS INC  BNFT US         54.8      (43.9)     (3.6)
BERRY PLASTICS G  BP0 GR       5,135.0     (196.0)    653.0
BERRY PLASTICS G  BERY US      5,135.0     (196.0)    653.0
BOSTON PIZZA R-U  BPZZF US       156.7     (108.0)     (4.2)
BOSTON PIZZA R-U  BPF-U CN       156.7     (108.0)     (4.2)
BRP INC/CA-SUB V  BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  B15A GR      1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  DOO CN       1,875.1      (63.7)    116.5
BURLINGTON STORE  BUI GR       2,594.2     (421.3)    139.7
BURLINGTON STORE  BURL US      2,594.2     (421.3)    139.7
CABLEVISION SY-A  CVC US       6,482.1   (5,284.1)    342.2
CABLEVISION SY-A  CVY GR       6,482.1   (5,284.1)    342.2
CAESARS ENTERTAI  C08 GR      26,096.4   (1,496.8)    626.7
CAESARS ENTERTAI  CZR US      26,096.4   (1,496.8)    626.7
CANNAVEST CORP    CANV US         10.7       (0.2)     (1.3)
CAPMARK FINANCIA  CPMK US     20,085.1     (933.1)      -
CC MEDIA-A        CCMO US     15,231.2   (8,370.8)    786.9
CENTENNIAL COMM   CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC        CVO US       1,238.5     (473.0)    143.1
CHOICE HOTELS     CHH US         555.7     (484.7)     79.2
CHOICE HOTELS     CZH GR         555.7     (484.7)     79.2
CIENA CORP        CIE1 GR      1,802.8      (82.7)    780.7
CIENA CORP        CIE1 TH      1,802.8      (82.7)    780.7
CIENA CORP        CIEN US      1,802.8      (82.7)    780.7
CIENA CORP        CIEN TE      1,802.8      (82.7)    780.7
CINCINNATI BELL   CBB US       2,551.7     (687.2)   (147.2)
COROWARE INC      HT9B GR          0.3      (32.1)    (31.9)
DIRECTV           DIG1 GR     20,588.0   (6,208.0)   (300.0)
DIRECTV           DTV US      20,588.0   (6,208.0)   (300.0)
DIRECTV           DTV CI      20,588.0   (6,208.0)   (300.0)
DOMINO'S PIZZA    EZV TH         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    EZV GR         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    DPZ US         468.5   (1,322.2)     76.9
DUN & BRADSTREET  DB5 GR       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 TH       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DNB US       1,849.9   (1,206.3)   (128.9)
DYAX CORP         DYAX US         70.6      (38.8)     41.0
DYAX CORP         DY8 GR          70.6      (38.8)     41.0
EASTMAN KODAK CO  KODK US      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO  KODN GR      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC   EDG US         883.8       (0.8)    409.2
ENTRAVISION CO-A  EV9 GR         455.7       (5.6)     78.1
ENTRAVISION CO-A  EVC US         455.7       (5.6)     78.1
EVERYWARE GLOBAL  EVRY US        356.6      (53.9)    142.5
FAIRPOINT COMMUN  FRP US       1,592.6     (406.7)     30.0
FERRELLGAS-LP     FGP US       1,441.3     (134.9)    (55.6)
FERRELLGAS-LP     FEG GR       1,441.3     (134.9)    (55.6)
FIFTH & PACIFIC   FNP US         957.0     (220.7)    (66.9)
FIFTH & PACIFIC   LIZ GR         957.0     (220.7)    (66.9)
FOREST OIL CORP   FST US       1,909.3      (63.1)   (148.3)
FREESCALE SEMICO  FSL US       3,819.0   (4,526.0)  1,239.0
FREESCALE SEMICO  1FS TH       3,819.0   (4,526.0)  1,239.0
FREESCALE SEMICO  1FS GR       3,819.0   (4,526.0)  1,239.0
GENCORP INC       GY US        1,750.4     (142.6)    111.1
GENCORP INC       GCY TH       1,750.4     (142.6)    111.1
GENCORP INC       GCY GR       1,750.4     (142.6)    111.1
GLG PARTNERS INC  GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS  GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C  6GB GR         576.5      (37.0)    286.9
GLOBAL BRASS & C  BRSS US        576.5      (37.0)    286.9
GRAHAM PACKAGING  GRM US       2,947.5     (520.8)    298.5
HALOZYME THERAPE  HALO US        110.1       (3.5)     63.2
HALOZYME THERAPE  HALOZ GR       110.1       (3.5)     63.2
HCA HOLDINGS INC  2BH GR      28,393.0   (7,044.0)  2,352.0
HCA HOLDINGS INC  2BH TH      28,393.0   (7,044.0)  2,352.0
HCA HOLDINGS INC  HCA US      28,393.0   (7,044.0)  2,352.0
HD SUPPLY HOLDIN  5HD GR       6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN  HDS US       6,518.0     (698.0)  1,346.0
HOVNANIAN ENT-A   HOV US       1,759.1     (432.8)    956.3
HOVNANIAN ENT-A   HO3 GR       1,759.1     (432.8)    956.3
HOVNANIAN ENT-B   HOVVB US     1,759.1     (432.8)    956.3
HOVNANIAN-A-WI    HOV-W US     1,759.1     (432.8)    956.3
HUGHES TELEMATIC  HUTCU US       110.2     (101.6)   (113.8)
HUGHES TELEMATIC  HUTC US        110.2     (101.6)   (113.8)
INFOR US INC      LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC          IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI  ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU  JE CN        1,533.5     (359.8)   (281.4)
JUST ENERGY GROU  1JE GR       1,533.5     (359.8)   (281.4)
JUST ENERGY GROU  JE US        1,533.5     (359.8)   (281.4)
L BRANDS INC      LTD GR       6,636.0     (820.0)    846.0
L BRANDS INC      LB US        6,636.0     (820.0)    846.0
L BRANDS INC      LTD TH       6,636.0     (820.0)    846.0
LDR HOLDING CORP  LDRH US         78.7       (0.6)      9.6
LEE ENTERPRISES   LEE US         989.0     (102.6)    (11.9)
LEE ENTERPRISES   LE7 GR         989.0     (102.6)    (11.9)
LORILLARD INC     LLV GR       3,555.0   (2,042.0)  1,297.0
LORILLARD INC     LLV TH       3,555.0   (2,042.0)  1,297.0
LORILLARD INC     LO US        3,555.0   (2,042.0)  1,297.0
MACROGENICS INC   M55 GR          42.0       (4.0)     11.7
MACROGENICS INC   MGNX US         42.0       (4.0)     11.7
MANNKIND CORP     NNF1 GR        287.6     (167.7)   (117.8)
MANNKIND CORP     NNF1 TH        287.6     (167.7)   (117.8)
MANNKIND CORP     MNKD US        287.6     (167.7)   (117.8)
MARRIOTT INTL-A   MAR US       6,480.0   (1,409.0)   (776.0)
MARRIOTT INTL-A   MAQ GR       6,480.0   (1,409.0)   (776.0)
MDC PARTNERS-A    MDCA US      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MD7A GR      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MDZ/A CN     1,365.7      (40.1)   (211.1)
MEDIA GENERAL     MEG US         749.9     (217.2)     36.8
MERITOR INC       AID1 GR      2,570.0     (822.0)    338.0
MERITOR INC       MTOR US      2,570.0     (822.0)    338.0
MERRIMACK PHARMA  MACK US        224.2      (16.6)    139.4
MERRIMACK PHARMA  MP6 GR         224.2      (16.6)    139.4
MIRATI THERAPEUT  MRTX US         18.0      (23.6)    (24.5)
MONEYGRAM INTERN  MGI US       4,923.2     (116.3)     49.2
MORGANS HOTEL GR  MHGC US        572.8     (172.9)      6.5
MORGANS HOTEL GR  M1U GR         572.8     (172.9)      6.5
MPG OFFICE TRUST  MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED  XWM GR         982.5     (217.5)    139.1
NATIONAL CINEMED  NCMI US        982.5     (217.5)    139.1
NAVISTAR INTL     NAV US       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL     IHR GR       8,315.0   (3,601.0)  1,198.0
NAVISTAR INTL     IHR TH       8,315.0   (3,601.0)  1,198.0
NEKTAR THERAPEUT  NKTR US        383.0      (50.3)    127.0
NEKTAR THERAPEUT  ITH GR         383.0      (50.3)    127.0
NORCRAFT COS INC  NCFT US        265.0       (6.1)     47.7
NORCRAFT COS INC  6NC GR         265.0       (6.1)     47.7
NORTHWEST BIO     NWBO US          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT  NYMX US          1.4       (6.9)     (2.7)
OCI PARTNERS LP   OP0 GR         460.3      (98.7)     79.8
OCI PARTNERS LP   OCIP US        460.3      (98.7)     79.8
OMEROS CORP       3O8 GR          12.0      (23.9)     (1.6)
OMEROS CORP       OMER US         12.0      (23.9)     (1.6)
OMTHERA PHARMACE  OMTH US         18.3       (8.5)    (12.0)
OPHTHTECH CORP    O2T GR          40.2       (7.3)     34.3
OPHTHTECH CORP    OPHT US         40.2       (7.3)     34.3
PALM INC          PALM US      1,007.2       (6.2)    141.7
PHILIP MORRIS IN  PM1CHF EU   36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM1 TE      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM US       36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM FP       36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  4I1 TH      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PMI SW      36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  PM1EUR EU   36,795.0   (5,908.0)     (2.0)
PHILIP MORRIS IN  4I1 GR      36,795.0   (5,908.0)     (2.0)
PLAYBOY ENTERP-A  PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B  PLA US         165.8      (54.4)    (16.9)
PLY GEM HOLDINGS  PGEM US      1,088.3      (37.7)    212.1
PLY GEM HOLDINGS  PG6 GR       1,088.3      (37.7)    212.1
PROTALEX INC      PRTX US          1.2       (8.6)      0.6
PROTECTION ONE    PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU  QLTY US        465.1      (38.1)     92.3
QUINTILES TRANSN  QTS GR       2,842.0     (712.0)    382.8
QUINTILES TRANSN  Q US         2,842.0     (712.0)    382.8
RE/MAX HOLDINGS   2RM GR         252.0      (22.5)     39.1
RE/MAX HOLDINGS   RMAX US        252.0      (22.5)     39.1
REGAL ENTERTAI-A  RETA GR      2,508.3     (658.5)     54.0
REGAL ENTERTAI-A  RGC US       2,508.3     (658.5)     54.0
RENAISSANCE LEA   RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC      PRM US         208.0      (91.7)      3.6
RETROPHIN INC     RTRX US         21.4       (5.8)    (10.3)
REVLON INC-A      REV US       1,259.4     (619.8)    192.4
REVLON INC-A      RVL1 GR      1,259.4     (619.8)    192.4
RINGCENTRAL IN-A  3RCA GR         60.8      (25.3)    (10.9)
RINGCENTRAL IN-A  RNG US          60.8      (25.3)    (10.9)
RITE AID CORP     RAD US       7,138.2   (2,228.8)  1,881.2
RITE AID CORP     RTA GR       7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP  RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL  S7V GR       1,950.1     (303.5)    473.2
SALLY BEAUTY HOL  SBH US       1,950.1     (303.5)    473.2
SILVER SPRING NE  9SI GR         513.9      (88.9)     76.3
SILVER SPRING NE  SSNI US        513.9      (88.9)     76.3
SILVER SPRING NE  9SI TH         513.9      (88.9)     76.3
SUNESIS PHARMAC   SNSS US         46.6       (5.8)     11.2
SUNESIS PHARMAC   RYIN GR         46.6       (5.8)     11.2
SUNGAME CORP      SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC     SJ1 GR       4,738.0   (1,031.0)    154.0
SUPERVALU INC     SVU US       4,738.0   (1,031.0)    154.0
SUPERVALU INC     SJ1 TH       4,738.0   (1,031.0)    154.0
TANDEM DIABETES   TNDM US         48.6       (2.8)     13.8
TANDEM DIABETES   TD5 GR          48.6       (2.8)     13.8
TAUBMAN CENTERS   TCO US       3,438.8     (211.5)      -
TAUBMAN CENTERS   TU8 GR       3,438.8     (211.5)      -
THRESHOLD PHARMA  THLD US        101.0      (17.5)     74.4
THRESHOLD PHARMA  NZW1 GR        101.0      (17.5)     74.4
TOWN SPORTS INTE  CLUB US        408.9      (40.4)     (3.9)
TOWN SPORTS INTE  T3D GR         408.9      (40.4)     (3.9)
TRANSDIGM GROUP   TDG US       6,148.9     (336.4)    998.0
TRANSDIGM GROUP   T7D GR       6,148.9     (336.4)    998.0
ULTRA PETROLEUM   UPL US       2,069.0     (376.8)   (243.9)
ULTRA PETROLEUM   UPM GR       2,069.0     (376.8)   (243.9)
UNISYS CORP       UISEUR EU    2,237.7   (1,509.9)    411.6
UNISYS CORP       UIS1 SW      2,237.7   (1,509.9)    411.6
UNISYS CORP       UISCHF EU    2,237.7   (1,509.9)    411.6
UNISYS CORP       USY1 TH      2,237.7   (1,509.9)    411.6
UNISYS CORP       USY1 GR      2,237.7   (1,509.9)    411.6
UNISYS CORP       UIS US       2,237.7   (1,509.9)    411.6
VECTOR GROUP LTD  VGR GR       1,121.0     (192.6)    316.7
VECTOR GROUP LTD  VGR US       1,121.0     (192.6)    316.7
VENOCO INC        VQ US          695.2     (258.7)    (39.2)
VERISIGN INC      VRS GR       2,330.0     (493.8)     97.7
VERISIGN INC      VRS TH       2,330.0     (493.8)     97.7
VERISIGN INC      VRSN US      2,330.0     (493.8)     97.7
VERSO PAPER CORP  VRS US       1,094.4     (409.5)     84.9
VINCE HOLDING CO  VNCE US        467.8     (179.1)      7.7
VINCE HOLDING CO  VNC GR         467.8     (179.1)      7.7
VIRGIN MOBILE-A   VM US          307.4     (244.2)   (138.3)
VISKASE COS I     VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS   WW6 GR       1,408.2   (1,509.4)    (79.8)
WEIGHT WATCHERS   WTW US       1,408.2   (1,509.4)    (79.8)
WEST CORP         WT2 GR       3,480.7     (782.6)    349.0
WEST CORP         WSTC US      3,480.7     (782.6)    349.0
WESTMORELAND COA  WME GR         939.8     (280.3)      4.1
WESTMORELAND COA  WLB US         939.8     (280.3)      4.1
XERIUM TECHNOLOG  XRM US         626.9      (25.4)    128.4
XERIUM TECHNOLOG  TXRN GR        626.9      (25.4)    128.4
XOMA CORP         XOMA US         91.0      (13.5)     58.8
XOMA CORP         XOMA GR         91.0      (13.5)     58.8
XOMA CORP         XOMA TH         91.0      (13.5)     58.8
ZOGENIX INC       ZGNX US         54.6      (13.9)      3.1
ZOGENIX INC       Z08 TH          54.6      (13.9)      3.1



                            *********

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.


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